Common use of Earnout Clause in Contracts

Earnout. (a) At the Closing, and as additional consideration for the Company Merger and the other Transactions, Pubco shall issue or cause to be issued to each Participating Securityholder such Participating Securityholder’s Earnout Pro Rata Share of the Aggregate Earnout Shares, which shares shall be subject to forfeiture in accordance with the following schedule (such shares, the “Earnout Shares”): (i) upon the occurrence of Milestone Event I, one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; and (ii) upon the occurrence of Milestone Event II, the remaining one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; or (iii) upon the occurrence of a Subsequent Transaction at any time during the Milestone Event Period, all of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture. (b) For the avoidance of doubt, (i) the Participating Securityholders shall be entitled to be fully vested in the applicable Earnout Shares upon the occurrence of each Milestone Event or a Subsequent Transaction; provided that each Milestone Event or a Subsequent Transaction shall only occur once, if at all, and in no event shall the Participating Securityholders be entitled to receive more than the Aggregate Earnout Shares; and (ii) to the extent that any Milestone Event or a Subsequent Transaction does not occur in accordance with the terms of this Agreement during the Milestone Event Period, any Earnout Shares that would otherwise be fully vested under this Agreement as a result of the occurrence of such Milestone Event shall instead be forfeited and cancelled without the payment of any consideration in respect thereof. (c) The Pubco Common Stock price targets set forth in the definitions of Milestone Event I, Milestone Event II shall be equitably adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into shares of Pubco Common Stock), reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change with respect to shares of Pubco Common Stock occurring after the Closing.

Earnout. (a) At the Closing, Each Earnout Amount shall be calculated in accordance with this Section 1.8 and as additional consideration for the Company Merger and the other Transactions, Pubco shall issue or cause to be issued to each Participating Securityholder such Participating Securityholder’s Earnout Pro Rata Share of the Aggregate Earnout Shares, which shares shall be subject to forfeiture in accordance with the following schedule (such shares, the “Earnout Shares”): (i) upon the occurrence of Milestone Event I, one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; and (ii) upon the occurrence of Milestone Event II, the remaining one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; or (iii) upon the occurrence of a Subsequent Transaction at any time during the Milestone Event Period, all of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeitureArticle VIII. (b) For Within 45 days after the avoidance each applicable Earnout Period, Acquirer shall deliver to the Stockholders’ Agent a statement (each, an “Earnout Statement”) setting forth Acquirer’s good faith calculation of doubt, (i) the Participating Securityholders shall be entitled to be fully vested in the applicable Earnout Shares upon the occurrence of each Milestone Event or a Subsequent Transaction; provided that each Milestone Event or a Subsequent Transaction shall only occur once, if at all, and in no event shall the Participating Securityholders be entitled to receive more than the Aggregate Earnout Shares; Period revenue and (ii) the applicable Earnout Amount, in each case for such applicable Earnout Period. Acquirer shall provide the Stockholders’ Agent and its representatives reasonable access upon reasonable notice to the extent that any Milestone Event or a Subsequent Transaction does not occur in accordance records, properties, personnel and (subject to the execution of customary work paper access letters if requested) auditors relating to the preparation of each Earnout Statement and shall cause its personnel to reasonably cooperate with the terms Stockholders’ Agent in connection with its review of this Agreement during the Milestone Event Period, any each Earnout Shares that would otherwise be fully vested under this Agreement as a result of the occurrence of such Milestone Event shall instead be forfeited and cancelled without the payment of any consideration in respect thereofStatement. (c) The Pubco Common Stock price targets Stockholders’ Agent shall have 30 days within which to review an Acquirer Earnout Statement after Acquirer’s delivery thereof. The Stockholders’ Agent may object to any calculation set forth in the definitions Acquirer Earnout Statement by providing written notice of Milestone Event Isuch objection to Acquirer within 30 days after Acquirer’s delivery of the Acquirer Earnout Statement (the “Notice of Earnout Objection”), Milestone Event II together with the basis of its objection in reasonable detail and any supporting documentation, information and calculations. If a Notice of Earnout Objection is not provided within such 30-day period, the Acquirer Earnout Statement (and each of the calculations set forth therein) shall be equitably adjusted deemed final. (d) If the Stockholders’ Agent provides the Notice of Earnout Objection, then Acquirer and the Stockholders’ Agent shall confer in good faith for a period of up to reflect 30 days following Acquirer’s receipt of the effect Notice of Earnout Objection in an attempt to resolve any stock splitdisputed matter set forth in the Notice of Objection, reverse stock splitand any resolution by them shall be in writing and shall be final and binding on the parties hereto and the Company Stockholders. (e) If, stock dividend after the 30-day period set forth in Section 1.8(c), Acquirer and the Stockholders’ Agent cannot resolve any matter set forth in the Notice of Earnout Objection, then Acquirer and the Stockholders’ Agent shall engage the Reviewing Accountant to review only the matters in the Notice of Earnout Objection that are still disputed by Acquirer and the Stockholders’ Agent and any calculations to the extent relevant thereto. After such review, the Reviewing Accountant shall promptly (including and in any dividend event within 45 days following its engagement) determine the resolution of such remaining disputed matters, which determination shall (absent fraud or distribution manifest error) be final and binding on the parties hereto and the Company Stockholders. (f) As soon as reasonably practicable after the final determination of securities convertible into each Earnout Amount in accordance with this Section 1.8, subject to adjustment or withholding pursuant to Article VIII, Acquirer shall, or shall cause a direct or indirect subsidiary of Acquirer or its Paying Agent to, pay the portion of the applicable Earnout Amount comprised of cash to the Company Series A Stockholders and Company Common Stockholders (other than Cashed Out Common Stockholders), as applicable, and to instruct its transfer agent to issue to the Company Series A Stockholders and Company Common Stockholders (other than Cashed Out Common Stockholders) that are Accredited Investors, as applicable, the portion of the applicable Earnout Amount comprised of shares of Pubco Acquirer Common Stock, in each case in accordance with Section 1.4 (each such payment and issuance, an “Earnout Payment”), reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change with respect to shares of Pubco Common Stock occurring after the Closing.

Earnout. (a) At the Closing, and as additional consideration for the Company Merger and the other Transactions, Pubco shall issue or cause to be issued to each Participating Securityholder such Participating Securityholder’s Earnout Pro Rata Share of the Aggregate Earnout Shares, which shares The Seller shall be subject entitled to forfeiture receive three (3) annual earnout payments (each, an “Earnout Payment”), each in an amount of [ ]Dollars ($[ ]), in accordance with the following schedule (such shares, the “Earnout Shares”):below: (i) upon Earnout #1 – $[ ]of additional consideration if the occurrence of Milestone Event I, one-half (1/2) net revenue of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; andBusiness (the “Net Revenue,” as defined in Exhibit II) is greater than $[ ]for the fiscal year ending [ ]. (ii) upon Earnout #2 – $[ ]of additional consideration if the occurrence of Milestone Event II, Net Revenue is greater than $[ ] for the remaining one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; orfiscal year ending [ ]. (iii) upon Earnout #3 – $[ ]of additional consideration if the occurrence of a Subsequent Transaction at any time during Net Revenue is greater than $[ ]for the Milestone Event fiscal year ending [ ]. Each fiscal year listed above shall constitute an “Earnout Period, all of the Aggregate .” Each Earnout Shares Payment shall be fully vested and no longer subject to forfeiturepaid in accordance with Section 1.6(b). (b) For Within sixty (60) days following the avoidance end of doubteach Earnout Period, the Buyer shall prepare and deliver to the Seller a statement of the Net Revenue of the Business for such Earnout Period (ithe “Earnout Statement”). The Seller shall have thirty (30) days after receipt of the Participating Securityholders Earnout Statement (the “Earnout Review Period”) to review the calculation of Net Revenue for such Earnout Period. During the Earnout Review Period, the Seller shall have the right to inspect the Buyer’s books and records during normal business hours at the Buyer's offices, upon reasonable prior notice and solely for purposes reasonably related to the determinations of Net revenue and the resulting Earnout Payment. Prior to the expiration of the Earnout Review Period, the Seller may object to the Net Profit calculation set forth on the Earnout Statement by delivering a written notice of objection (an “Objection Notice”) to the Buyer, which shall specify the disputed items and shall describe in reasonable detail the basis for such objection, as well as the amount in dispute. If the Seller fails to deliver an Objection Notice to the Buyer prior to the expiration of the Earnout Review Period, then the Net Revenue calculation set forth in the Earnout Statement shall be entitled final and binding on the parties hereto. If the Seller timely delivers an Objection Notice, the parties shall negotiate in good faith to be fully vested in resolve the disputed items and agree upon the resulting amount of the Net Revenue and the Earnout Payment for the applicable Earnout Shares Period. If the parties are unable to reach agreement within thirty (30) days, then the parties shall forthwith refer the dispute to a nationally recognized accounting firm mutually agreeable to the Seller and the Buyer for resolution, with the understanding that such firm shall resolve all disputed items within twenty (20) days after such disputed items are referred to it. If the Buyer and the Seller are unable to agree on the choice of an accounting firm, they shall select a nationally recognized accounting firm by lot (after excluding their respective regular outside accounting firms). Each of the Seller, on the one hand, and the Buyer, on the other hand, shall bear one-half of the costs of such accounting firm. The decision of the accounting firm shall be deemed final and conclusive and shall be binding upon the occurrence of each Milestone Event or a Subsequent Transaction; provided that each Milestone Event or a Subsequent Transaction shall only occur once, if at all, Seller and in no event shall the Participating Securityholders be entitled to receive more than the Aggregate Earnout Shares; and (ii) to the extent that any Milestone Event or a Subsequent Transaction does not occur in accordance with the terms of this Agreement during the Milestone Event Period, any Earnout Shares that would otherwise be fully vested under this Agreement as a result of the occurrence of such Milestone Event shall instead be forfeited and cancelled without the payment of any consideration in respect thereofBuyer. (c) [The Pubco Common Stock price targets set forth in the definitions of Milestone Event I, Milestone Event II Earnout Payment shall be equitably adjusted to reflect the effect comprised of any stock split, reverse stock split, stock dividend (including any dividend or distribution a combination of securities convertible into shares of Pubco Common Stock)[HLCO common stock] (“Earnout Shares”) and cash in immediately available funds, reorganizationeach in an amount equal to fifty percent (50%) of the earned Earnout Payment]. The Earnout Shares related to each Earnout Payment shall be restricted stock, recapitalizationshall not carry any registration rights and shall be subject to a lockup as outlined in Exhibit III. The Earnout Shares will be issued at the market price at the time of issuance based on the five-day volume weighted average price of the HLCO common stock prior to the last day of the applicable measurement year. (d) To the extent the Seller is entitled to all or a portion of an Earnout Payment in accordance with this Section 1.6, reclassification, combination, merger, sale or exchange of shares or other like change with respect the applicable Earnout Payment(s) shall be paid on the date that is forty-five (45) days from the date on which it is determined that the Seller is entitled to shares of Pubco Common Stock occurring after the Closingsuch Earnout Payment.

Earnout. (a) At Solely to the Closingextent earned, at the times and as additional consideration for the Company Merger and the other Transactions, Pubco shall issue or cause to be issued to each Participating Securityholder such Participating Securityholder’s Earnout Pro Rata Share upon fulfillment of the Aggregate Earnout Sharesconditions provided in this Section 3.6, which shares Parent shall be subject pay to forfeiture Company Preferred Stockholders in accordance with their respective Pro Rata Percentage an amount equal to each earned portion of the following schedule Earnout Stock Consideration as determined in the Earnout Milestones and Payment Schedule (such shares, the an “Earnout SharesPayment”): (i) upon the occurrence of Milestone Event I), one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; and (ii) upon the occurrence any set off rights of Milestone Event II, the remaining one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject Parent pursuant to forfeiture; or (iii) upon the occurrence of a Subsequent Transaction at any time during the Milestone Event Period, all of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeitureSection 10. (b) For A schedule setting forth specific milestones and the avoidance Earnout Payment due upon completion of doubtsuch milestones is set forth on Exhibit G (“Earnout Milestones and Payment Schedule”). Parent shall within thirty (30) days after the Milestone Date, (i) the Participating Securityholders shall be entitled to be fully vested in the applicable Earnout Shares upon the occurrence of each Milestone Event or a Subsequent Transaction; provided that each Milestone Event or a Subsequent Transaction shall only occur once, if at all, and in no event shall the Participating Securityholders be entitled to receive more than the Aggregate Earnout Shares; and (ii) prior to the extent Milestone Date Parent has made a reasonable, good faith determination that any an Earnout Milestone Event or has been achieved and earned, Parent shall deliver to the Securityholders’ Representative a Subsequent Transaction does not occur statement setting forth its calculation of the Earnout Payment determined in accordance with the terms of Earnout Milestones and Payment Schedule (an “Earnout Consideration Statement”); provided, however, such Earnout Consideration Statement shall not include any prior Earnout Payments earned and distributed in accordance with this Agreement during Section 3.6. The Securityholders’ Representative may deliver a written request to Parent certifying that the Securityholders’ Representative in good faith believes that an Earnout Milestone Event Period, any Earnout Shares that would otherwise be fully vested under this Agreement as a result of the occurrence has been achieved and earned and upon receipt of such Milestone Event shall instead be forfeited and cancelled without notice, Parent shall, within thirty (30) days, deliver to the payment of any consideration in respect thereofSecurityholders’ Representative an Earnout Consideration Statement. (c) The Pubco Common Stock price targets Parent shall provide the Securityholders’ Representative with (i) backup documentation and (ii) access to such books and records, as is reasonably necessary to enable the Securityholders’ Representative to verify the accuracy of an Earnout Consideration Statement as reasonably requested, including access to Parent’s internal accounting and finance personnel. In the event the Securityholders’ Representative disputes any of the calculations set forth in an Earnout Consideration Statement (an “Earnout Consideration Dispute”), the definitions Securityholders’ Representative shall give notice to Parent in writing of Milestone Event Isuch disagreement in reasonable detail and the basis for such disagreement on a line-by-line basis, Milestone Event II including the Securityholders’ Representative’s determination of any amount therein that is disputed, within thirty (30) days following receipt of an Earnout Consideration Statement (an “Earnout Dispute Notice”). In the event the Securityholders’ Representative fails for any reason to deliver an Earnout Dispute Notice to Parent within such thirty (30) day-period, such Earnout Consideration Statement shall be equitably adjusted final and binding on the parties hereto and the determination of the Earnout Payment as set forth therein shall be deemed final for all purposes under this Agreement. In the event of such an Earnout Consideration Dispute, Parent and the Securityholders’ Representative shall first use their diligent good faith efforts to reflect resolve such Earnout Consideration Dispute among themselves. If Parent and the Securityholders’ Representative are unable to resolve the Earnout Consideration Dispute within thirty (30) calendar days after delivery of the Earnout Dispute Notice (“Earnout Consideration Resolution Period”), then any remaining items in dispute shall be submitted to a nationally recognized, independent accounting firm reasonably acceptable to Parent and the Securityholders’ Representative (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”). (d) If any Earnout Consideration Dispute is submitted to the Designated Accounting Firm, Parent and the Securityholders’ Representative will each prepare a separate written report of such unresolved item or items specified in the Earnout Dispute Notice and deliver such reports, along with copies of the Earnout Dispute Notice and the Earnout Consideration Statement marked to indicate those items that remain in dispute, to the Designated Accounting Firm within twenty (20) calendar days after the end of the Earnout Consideration Resolution Period. Thereafter, each of Parent and the Securityholders’ Representative will, and will use reasonable best efforts to cause its independent registered public accounting firm, if any, to, furnish to the Designated Accounting Firm such work papers and other documents and information relating to the disputed issues (including information of the Surviving Corporation) as the Designated Accounting Firm may reasonably request and are available to Parent or the Securityholders’ Representative, or their respective independent registered public accounting firms, as the case may be; provided, however, such independent registered public accounting firms shall not be obligated to make any work papers available to the Designated Accounting Firm until the Designated Accounting Firm has signed a customary agreement relating to such access to working papers in form and substance reasonably acceptable to such independent registered public accounting firms. Parent and the Securityholders’ Representative will each be afforded the opportunity to present to the Designated Accounting Firm material relating to the determination of the Earnout Payment and to discuss such determination with the Designated Accounting Firm at a meeting with Parent and the Securityholders’ Representative present. The parties hereto acknowledge and agree that (i) the Designated Accounting Firm shall not attribute a value to any disputed amount greater than the greatest amount proposed by either Parent or the Securityholders’ Representative, or an amount less than the least amount proposed by either Parent or the Securityholders’ Representative, (ii) the review by and determinations of the Designated Accounting Firm shall be limited to, and only to, the unresolved item or items specified in the Earnout Dispute Notice and contained in the reports prepared and submitted to the Designated Accounting Firm by ▇▇▇▇▇▇ and the Securityholders’ Representative, and (iii) the determinations by the Designated Accounting Firm shall be based solely on such reports submitted by Parent and the Securityholders’ Representative, and the work papers and other documents and information provided to the Designated Accounting Firm that form the basis for Parent’s and the Securityholders’ Representative’s respective positions. (e) The written decision of the Designated Accounting Firm shall (i) be rendered within no more than sixty (60) days from the date that the matter is referred to such firm, (ii) be final and binding on the parties hereto and, in the absence of Fraud or manifest error, shall not be subject to dispute or review, (iii) have the same effect for all purposes as if such determinations had been embodied in a final judgment entered by a court of competent jurisdiction, and either Parent or the Securityholders’ Representative may petition the Delaware courts to reduce such decision to judgment and (iv) be an expert determination under Delaware law governing expert determinations. Following any such dispute resolution (whether by mutual agreement of Parent and the Securityholders’ Representative or by written decision of the Designated Accounting Firm), all calculations in an Earnout Consideration Statement and the determination of the Earnout Payment (in each case as determined in such dispute resolution), shall be deemed final. The fees, costs and expenses of the Designated Accounting Firm shall be allocated to and borne by Parent and the Securityholders’ Representative, on behalf of the Indemnifying Securityholders, based on the inverse of the percentage that the Designated Accounting Firm’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Designated Accounting Firm; provided, however, if the engagement agreement, if any, entered into with the Designated Accounting Firm requires Parent and the Securityholders’ Representative to be jointly and severally liable to the Designated Accounting Firm for its fees and disbursements and either Parent or the Indemnifying Securityholders, acting through the Securityholders’ Representative in its capacity as such pays more than its portion of such fees and disbursements as determined according to this sentence, the party paying less than its portion of such fees and disbursements hereby agrees to reimburse the first party for any excess portion paid by such first party to the Designated Accounting Firm. For example, should the items in dispute total an amount equal to $1,000 and the Designated Accounting Firm awards $600 in favor of the Securityholders’ Representative’s position, 60% of the costs of its review would be borne by ▇▇▇▇▇▇ and 40% of the costs would be borne by the Securityholders’ Representative, on behalf of the Indemnifying Securityholders. (f) Parent shall issue no later than five (5) Business Days following the date upon which an Earnout Payment becomes final in accordance with this Section 3.6 distribute to the Paying Agent such Earnout Payment (for distribution to the Company Preferred Stockholders). (g) Until the Milestone Date, Parent shall operate the Surviving Corporation in good faith and using commercially reasonable efforts to support the achievement of the Earnout Milestones set forth in Earnout Milestones and Payment Schedule. Parent shall not take, or omit to take, any action with the intent to avoid, diminish or delay any Earnout Stock Consideration. Further, in the event of any stock splitchange of control transaction of Parent, reverse stock split, stock dividend (including any dividend this Section 3.6 shall remain in effect and the surviving or distribution successor entity of securities convertible into shares Parent shall assume all of Pubco Common Stock), reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change with respect to shares of Pubco Common Stock occurring after the ClosingParent’s obligations in this Section 3.6.

Earnout. (a) At No later than February 28, 2023, Sellers shall deliver to Buyer a statement setting forth, in reasonable detail, Sellers’ calculation of Earnout EBITDA (the Closing“Earnout Statement”). If Buyer disagree with the calculations in the Earnout Statement, then Buyer will give written notice to Sellers of such dispute and any reason therefor within 60 days following receipt of the Earnout Statement (the “Earnout Review Period”). If Buyer fails to provide the Sellers with a written notice of dispute within such 60-day period, Buyer will be deemed to agree with Sellers’ calculation. In the event there is a dispute, Buyer and Sellers will attempt to reconcile their differences, and any written resolution by them as additional consideration to any disputed amounts will be final, binding and conclusive on the Parties. If Sellers and Buyer are unable to reach a resolution with such effect within 30 days after the receipt by Sellers of Buyer’s written notice of dispute, Sellers and Buyer will submit the items remaining in dispute for resolution to the Company Merger and the other Transactions, Pubco shall issue or cause to be issued to each Participating Securityholder such Participating Securityholder’s Earnout Pro Rata Share of the Aggregate Earnout Shares, which shares shall be subject to forfeiture Independent Accountant in accordance with procedures substantially similar to those set forth in Section 2.6(b), applied to the following schedule (such shares, the “Earnout Shares”): (i) upon the occurrence of Milestone Event I, one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; and (ii) upon the occurrence of Milestone Event II, the remaining one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; or (iii) upon the occurrence of a Subsequent Transaction at any time during the Milestone Event Period, all of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeitureStatement mutatis mutandis. (b) For the avoidance of doubt, The “Final Earnout Statement” will be (i) the Participating Securityholders shall be entitled to be fully vested in the applicable event that no dispute notice is delivered by Buyer, or Buyer notifies Seller that it has no such disputes or objections to the Earnout Shares upon Statement, in each case prior to the occurrence expiration of each Milestone Event or a Subsequent Transactionthe Earnout Review Period, the Earnout Statement delivered by Sellers to Buyer pursuant to Section 2.9(a); provided that each Milestone Event or a Subsequent Transaction shall only occur once, if at all, and in no event shall the Participating Securityholders be entitled to receive more than the Aggregate Earnout Shares; and (ii) in the event that a dispute notice is delivered by Buyer to Sellers prior to the extent expiration of the Earnout Review Period and Sellers and Buyer are able to agree on all matters set forth in such dispute notice, the Earnout Statement delivered by Sellers to Buyer pursuant to Section 2.9(a), as adjusted pursuant to the agreement of Sellers and Buyer in writing; or (iii) in the event that any Milestone Event or a Subsequent Transaction does not occur dispute notice is delivered by Buyer to Sellers prior to the expiration of the Earnout Review Period and Sellers and Buyer are unable to agree on all matters set forth in such dispute notice, the Earnout Statement delivered by Sellers to Buyer pursuant to Section 2.9(a), as adjusted by the Independent Accountant in accordance with Section 2.9(a). In the terms of this Agreement during event the Milestone Event Period, any Earnout Shares that would otherwise be fully vested under this Agreement as a result Statement is determined (x) pursuant to clauses (i) or (ii) of the occurrence immediately preceding sentence, Sellers will prepare the Final Earnout Statement and deliver it to Buyer within three Business Days following the determination thereof or (y) pursuant to clause (iii) of the immediately preceding sentence, the Independent Accountant will prepare the Final Earnout Statement and deliver such Milestone Event shall instead be forfeited items to Sellers and cancelled without Buyer within three Business Days following the payment delivery of any consideration in respect thereofthe final written determination of the Independent Accountant to Sellers and Buyer. (c) If Earnout EBITDA is greater than the Earnout Threshold, within 12 Business Days following the date on which the Final Earnout Statement is delivered pursuant to Section 2.9, Buyer shall pay to an account designated in writing by Sellers, by wire transfer of immediately available funds, an aggregate amount of cash equal to the Earnout Amount. (d) The Pubco Common Stock price targets set forth Parties agree that any payment of the Earnout Amount will be treated as an adjustment to the Purchase Price for all applicable Tax purposes and shall be treated as such by the Parties on their Tax Returns to the extent permitted by applicable Law. (e) In the event that the Closing occurs prior to January 1, 2023, during the period beginning on the Closing Date and ending on December 31, 2022, unless otherwise consented to by the ▇▇▇▇▇ Directors (as defined in the definitions of Milestone Event IInvestor Rights Agreement) or the Sellers (such consent not to be unreasonably withheld, Milestone Event II shall be equitably adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend conditioned or distribution of securities convertible into shares of Pubco Common Stockdelayed), reorganizationBuyer will use commercially reasonable efforts to cause the Company Group Members to conduct their respective businesses in the Ordinary Course (taking into account the transition of the Company Group to a standalone business, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change including as contemplated by the Transition Services Agreement and with respect to shares the replacement of Pubco Common Stock occurring after services that were previously provided by Sellers and their Affiliates (other than the ClosingCompany Group) to the Company Group).

Earnout. (a) At After the Closing, subject to the terms and conditions set forth herein, the Sellers shall have the contingent right to receive additional consideration from Pubco based on the performance of Pubco and its Subsidiaries, including the Company, during the period commencing on the first day of the first fiscal quarter following Closing (but in any event no earlier than October 1, 2021) and ending on the twelve (12) month anniversary of such date (the “Earnout Year”) if the requirements as set forth in this Section 2.6 are met. (b) The Sellers shall be entitled to receive from Pubco, if and when earned, as additional consideration for the Company Merger and the other Transactions, Pubco shall issue or cause to be issued to each Participating Securityholder such Participating Securityholder’s Earnout Pro Rata Share purchase of the Aggregate Earnout Purchased Shares, which shares the Earned Escrow Shares together with the Other Escrow Property. To the extent that the amount of the Earned Escrowed Shares is less than the Escrow Share Number, then the amount of Escrow Shares equal to such difference will be forfeited by the Sellers and released to Pubco for cancellation along with any accrued but unpaid dividends payable in respect of such Escrow Shares. To the extent that any Other Escrow Property is released to the Sellers, it shall be subject to forfeiture allocated among the Sellers in accordance with the following schedule (such shares, the “Earnout Shares”): (i) upon the occurrence of Milestone Event I, one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; and (ii) upon the occurrence of Milestone Event II, the remaining one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; or (iii) upon the occurrence of a Subsequent Transaction at any time during the Milestone Event Period, all of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture. (b) For the avoidance of doubt, (i) the Participating Securityholders shall be entitled to be fully vested their pro rata interests in the applicable Earnout Shares upon the occurrence of each Milestone Event or a Subsequent Transaction; provided that each Milestone Event or a Subsequent Transaction shall only occur onceEarned Escrow Shares. Further, if at all, and in no event shall the Participating Securityholders be entitled to receive more than the Aggregate Earnout Shares; and (ii) to the extent that any Milestone Event or portion of the Escrow Shares consist of equity securities other than Exchange Shares, any distribution from the Escrow Shares under this Section 2.6 shall be made in proportional amounts among the different types of securities. (c) As soon as practicable (but in any event within ten (10) Business Days) after Pubco’s filing of consolidated financial statements for Pubco and its Subsidiaries with the SEC for the period ending on the last day of the Earnout Year, the Chairman will prepare and deliver to the Purchaser Representative and the Seller Representative a Subsequent Transaction does not occur written statement (an “Earnout Statement”) that sets forth the Chairman's determination in accordance with the terms of this Agreement Section 2.6 of (i) the revenue for the Earnout Year based on such financial statements, and (ii) the Escrow Property that the Sellers and Pubco (as applicable) are entitled to receive pursuant to Section 2.6(b). The Earnout Statement shall be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error). (d) Pubco and the Seller Representative will provide written instructions to the Escrow Agent within ten (10) Business Days of their receipt of a final Earnout Statement to release the Escrow Property in accordance with the final Earnout Statement. (e) Following the Closing (including during the Milestone Event PeriodEarnout Year), Pubco and its Subsidiaries, including the Target Companies, will be entitled to operate their respective businesses based upon the business requirements of Pubco and its Subsidiaries. Each of Pubco and its Subsidiaries, including the Target Companies will be permitted, following the Closing (including during the Earnout Year), to make changes at its sole discretion to its operations, organization, personnel, accounting practices and other aspects of its business, including actions that may have an impact on the revenue, the share price of Pubco Ordinary Shares and the ability of the Sellers to earn the Escrow Shares, and the Sellers will not have any Earnout right to claim the loss of all or any portion of any Escrow Shares that would otherwise be fully vested under this Agreement or other damages as a result of the occurrence of such Milestone Event shall instead be forfeited and cancelled without the payment of any consideration in respect thereofdecisions. (cf) The Pubco Common Stock price targets set forth in For purposes of this Section 2.6, the following definitions of Milestone Event I, Milestone Event II shall be equitably adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into shares of Pubco Common Stock), reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change with respect to shares of Pubco Common Stock occurring after the Closing.apply:

Earnout. (a) At Following the Closing, the Seller Indemnifying Parties shall be entitled to receive from Buyer (subject to the terms and as conditions set forth in this Section 2.5) additional cash consideration for based on the Company Merger Company’s performance during the twelve month period beginning on the Closing Date (the “First Earnout Period”) and the other Transactions, Pubco shall issue or cause to be issued to each Participating Securityholder such Participating Securityholder’s Earnout Pro Rata Share twelve month period following the end of the Aggregate First Earnout SharesPeriod (the “Second Earnout Period” and the First Earnout Period each, which shares shall be subject to forfeiture in accordance with the following schedule (such sharesan “Earnout Period” and collectively, the “Earnout SharesPeriods”): ). The amount (iif any) upon paid with respect to the occurrence of Milestone Event IFirst Earnout Period (the “First Earnout Payment”), one-half the initial amount (1/2if any) of paid with respect to the Aggregate Second Earnout Shares Period (the “Second Base Earnout Payment”), the amount in addition to the Second Base Earnout Payment (if any) paid with respect to the Second Earnout Period (the “Second Upside Earnout Payment” together with the First Earnout Payment and the Second Base Earnout Payment, the “Earnout Payments” and each an “Earnout Payment”), each shall be fully vested and no longer subject to forfeiture; and (ii) upon the occurrence of Milestone Event II, the remaining one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; or (iii) upon the occurrence of a Subsequent Transaction at any time during the Milestone Event Period, all of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture. (b) For the avoidance of doubt, (i) the Participating Securityholders shall be entitled to be fully vested in the applicable Earnout Shares upon the occurrence of each Milestone Event or a Subsequent Transaction; provided that each Milestone Event or a Subsequent Transaction shall only occur once, if at all, and in no event shall the Participating Securityholders be entitled to receive more than the Aggregate Earnout Shares; and (ii) to the extent that any Milestone Event or a Subsequent Transaction does not occur determined in accordance with this Section 2.5. Within ten (10) days after the terms amount of any such Earnout Payment has been finally determined pursuant to this Agreement during Section 2.5, if any, Buyer shall make payment to the Milestone Event PeriodPaying Agent by wire transfer of immediately available funds an amount equal to any such Earnout Payment for disbursement to the Seller Indemnifying Parties in accordance with each Seller Indemnifying Party’s Fully Diluted Pro Rata Percentage; provided, any Earnout Shares however, that would otherwise be fully vested under this Agreement as a result the Paying Agent’s disbursement of the occurrence portion of such Milestone Event shall instead amount, if any, to be forfeited and cancelled without paid to the payment of any consideration Former In-the-Money Option Holders in respect thereof. (c) The Pubco Common Stock price targets set forth in of their In-the-Money Vested Options who are or were employees of the definitions of Milestone Event I, Milestone Event II Company shall be equitably adjusted distributed to reflect the effect of Company (or any stock split, reverse stock split, stock dividend (including any dividend Affiliate thereof or distribution of securities convertible into shares of Pubco Common Stocksuccessor thereto) for payment via payroll in accordance with Section 2.3(b)(ii), reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change with respect to shares of Pubco Common Stock occurring after the Closing.

Earnout. For the period beginning October 1, 2022 and ending September 30, 2023 (the “Earnout Period”), Sellers shall be eligible to obtain an earnout payment equal to the amount (if any) by which Revenue for all of the Stores during the Earnout Period exceeds $32,000,000 (the “Earnout Payment”). Buyer shall be under no obligation to pay Sellers the Earnout Payment unless the conditions set forth in this Section 1.5 are satisfied. (a) At the Closing, and as additional consideration for the Company Merger and the other Transactions, Pubco shall issue or cause Procedures applicable to be issued to each Participating Securityholder such Participating Securityholder’s determination of Earnout Pro Rata Share of the Aggregate Earnout Shares, which shares shall be subject to forfeiture in accordance with the following schedule (such shares, the “Earnout Shares”):Payment. (i) upon As soon as practicable after the occurrence of Milestone Event IEarnout Period, one-half (1/2) but in no event later than 45 calendar days after the Earnout Period, the Buyer shall prepare and deliver to the Seller Representative an unaudited statement setting forth the Revenues of the Aggregate Stores for the fiscal year ending September 30, 2023 (the “Earnout Shares Revenue Statement”), prepared based on the information relating to the Stores included in or used in the preparation of the Buyer’s audited 2022 financial statements and in accordance with GAAP. If the Stores’ Revenue as set forth in such Earnout Revenue Statement is in excess of $32,000,000 (the “Earnout Requirement”), then the Buyer shall be fully vested and no longer subject to forfeiture; andpay the Seller Representative the Earnout Payment within ten Business Days of the date as the Earnout Payment is finally determined in accordance with this Section 1.5. (ii) upon The Seller Representative will have the occurrence right, at its sole cost and expense, to review all records, work papers and calculations related to the Stores that are pertinent to the Earnout Revenue Statement and to discuss any questions with Buyer. The Seller Representative will have thirty (30) days after delivery of Milestone Event IIthe Earnout Revenue Statement in which to notify Buyer in writing (such notice, an “Earnout Dispute Notice”) of any discrepancy in, or disagreement with, the remaining oneStores’ Revenues as set forth in the Earnout Revenue Statement (and specifying the amount in dispute and setting forth in reasonable detail the basis for such discrepancy or disagreement), and upon agreement by Buyer regarding the adjustment requested by the Seller Representative, an appropriate adjustment will be made thereto. If the Seller Representative does not deliver an Earnout Dispute Notice to Buyer during such 30-half day period, the Earnout Revenue Statement will be deemed to be accepted in the form presented to the Seller Representative. If Buyer disagrees with any Earnout Dispute Notice, Buyer and the Seller Representative shall work together in good faith to resolve the disagreement. If ▇▇▇▇▇ and the Seller Representative cannot agree (1/2within thirty (30) days after timely delivery of an Earnout Dispute Notice) to resolve any discrepancy or disagreement therein, the discrepancy or disagreement will be promptly submitted for review and final determination by the Arbitration Firm. The review of the Aggregate Arbitration Firm will be limited to the discrepancies and disagreements regarding the amount of the Stores’ Revenues set forth in the Earnout Shares shall Revenue Statement set forth in the Earnout Dispute Notice, and the resolution of such discrepancies and disagreements by the Arbitration Firm will be fully vested (i) in writing, (ii) made in accordance with GAAP consistently applied in accordance with past practices, (iii) no greater than the higher Revenue amount calculated by Seller Representative, and no longer lower than the lower Revenue amount calculated by Buyer, (iv) made as promptly as practical after the submission of such discrepancies and disagreements to the Arbitration Firm (but in no event later than thirty (30) days after the date of submission) and (v) final and binding upon, and non-appealable by, the parties to this Agreement and their respective successors and assigns for all purposes of this Agreement, and not subject to forfeiture; orcollateral attack for any reason absent manifest error or fraud. If the Arbitration Firm determines that the Stores achieved the Earnout Requirements, then the Buyer will bear 100% of the expenses and fees of the Arbitration Firm. In all other cases, the Sellers will bear 100% of the expenses and fees of the Arbitration Firm. (iii) upon If the occurrence of a Subsequent Transaction at any time during Arbitration Firm determines that the Milestone Event PeriodStores achieved the Earnout Requirement, all then the Buyer shall pay the Earnout Payment (plus accrued interest from the end date of the Aggregate Earnout Shares Period until paid at the rate of 8% per annum) promptly after such determination and in any event within ten Business Days after receipt of wire transfer instructions from the Seller Representative (but not less than two Business Days after the Arbitration Firm’s determination). Any such payment shall be fully vested and no longer subject to forfeiture. (b) For the avoidance made by wire transfer of doubt, (i) the Participating Securityholders shall be entitled to be fully vested in the applicable Earnout Shares upon the occurrence of each Milestone Event or a Subsequent Transaction; provided that each Milestone Event or a Subsequent Transaction shall only occur once, if at all, and in no event shall the Participating Securityholders be entitled to receive more than the Aggregate Earnout Shares; and (ii) immediately available funds to the extent that any Milestone Event or a Subsequent Transaction does not occur Sellers in accordance with the terms of this Agreement during the Milestone Event Period, any Earnout Shares that would otherwise be fully vested under this Agreement as a result of the occurrence of such Milestone Event shall instead be forfeited and cancelled without the payment of any consideration in respect thereofinstructions. (c) The Pubco Common Stock price targets set forth in the definitions of Milestone Event I, Milestone Event II shall be equitably adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into shares of Pubco Common Stock), reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change with respect to shares of Pubco Common Stock occurring after the Closing.

Earnout. (a) At the Closing, and as additional consideration for the Company Merger and the other Transactions, Pubco shall issue or cause to be issued to each Participating Securityholder such Participating Securityholder’s Earnout Pro Rata Share of the Aggregate Earnout Shares, which shares shall be subject to forfeiture in accordance with the following schedule (such shares, the “Earnout Shares”): (i) upon If EBITDA for the occurrence of Milestone Event IEarnout Period equals or exceeds the EBITDA Target, one-half (1/2) of the Aggregate Earnout Shares then Buyer shall be fully vested and no longer subject pay to forfeiture; and (ii) upon the occurrence of Milestone Event II, the remaining one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; or (iii) upon the occurrence of a Subsequent Transaction at any time during the Milestone Event Period, all of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture. (b) For the avoidance of doubt, (i) the Participating Securityholders shall be entitled to be fully vested in the applicable Earnout Shares upon the occurrence of each Milestone Event or a Subsequent Transaction; provided that each Milestone Event or a Subsequent Transaction shall only occur once, if at all, and in no event shall the Participating Securityholders be entitled to receive more than the Aggregate Earnout Shares; and (ii) Seller an aggregate amount equal to the extent that any Milestone Event or a Subsequent Transaction does not occur Earnout Amount in accordance with the terms and conditions of this Section 1E. (ii) For purposes of such calculation, EBITDA for the Earnout Period shall be determined on the basis of the financial statements for the Enterprise Group for the Earnout Period (with it being understood and agreed that whenever there is a reference to financial statements for the Earnout Period (whether audited or unaudited), such financial statements shall be deemed to include references to both predecessor and successor financial statements and that the financial statements so delivered shall be for the Enterprise Group alone (or the Person(s) owning the Enterprise Group, as long as such financial statements reflect only the results of the Enterprise Group)). Promptly after such audited financial statements are finalized (but in no event later than June 30, 2008), Buyer shall deliver such audited financial statements (or, to the extent that audited financial statements are not delivered on or prior to such date, Buyer shall deliver to Seller the unaudited financial statements of the Enterprise Group for the Earnout Period and as soon as completed, the audited financial statements for the Enterprise Group for the Earnout Period) and any and all work papers or back-up documentation reasonably requested by Seller. Buyer’s calculation of any payment under this Section 1E shall be conclusive and binding upon the parties unless within thirty (30) calendar days following Seller’s receipt of the audited financial statements (or, at Seller’s election, unaudited financial statements), schedules, work papers and back-up documentation, Seller notifies Buyer in writing that it disagrees with Buyer’s computation of EBITDA for the Earnout Period. Such notice by Seller shall include a schedule setting forth Seller’s computation of EBITDA, together with a copy of any financial information, other than that previously supplied by Buyer to Seller, used in making Seller’s computation. Buyer and Seller will use commercially reasonable efforts to resolve any disagreement as to the computation of EBITDA for the Earnout Period as soon as practicable, but if they cannot reach a final resolution within thirty (30) calendar days after Buyer has received Seller’s notice, then Buyer and Seller will jointly select a nationally recognized independent accounting firm that is not the independent auditor of either of the parties or any other nationally recognized firm with experience in analyzing and making determinations concerning the matters in this Section 1E (the “Earnout Firm”) to resolve their disagreement. If the Earnout Firm selected by the parties cannot, or is not willing to, act as the Earnout Firm in accordance with the provisions of this Agreement, then Buyer and Seller shall each select a Person that meets the criteria for an Earnout Firm (each, an “Eligible Earnout Firm”) at the end of such time period and such Eligible Earnout Firms shall, within five (5) days after their selection, jointly select a third Eligible Earnout Firm to act as the Earnout Firm pursuant to the provisions of this Agreement. Any Earnout Firm selected pursuant to this Section 1E(ii) shall be deemed the Earnout Firm for all purposes of this Agreement. Buyer and Seller will direct the Earnout Firm to render a determination within thirty (30) calendar days of its retention, and Buyer, Seller and their respective agents will cooperate with the Earnout Firm during its engagement. The Earnout Firm’s determination will be based solely on the presentations and supporting material provided by Buyer and Seller and on this Agreement during and not pursuant to any independent review. The determination of EBITDA for the Milestone Event Earnout Period by the Earnout Firm will be conclusive and binding upon Buyer and Seller and shall be non-appealable (absent manifest error). The fees and expenses of the Earnout Firm pursuant to this Section 1E shall be paid by Seller, on the one hand, and Buyer, on the other hand, based on the ratio of the disputed amount not awarded to such Person to the total amount actually disputed by Seller and Buyer. For example, if the aggregate amount disputed by Seller is $1,000, and if Buyer contests only $500 of the amount disputed by Seller, and if the Earnout Firm ultimately resolves the dispute by finding that Seller properly disputed $300 of the $500, then the fees and expenses of the Earnout Firm will be paid 60% (i.e., 300÷500) by Buyer and 40% (i.e., 200÷500) by Seller. The date that the computation of EBITDA becomes final in accordance with this Agreement is referred to herein as the “EBITDA Determination Date.” (iii) During the Earnout Period, Buyer shall not, and shall cause its controlled Affiliates not to, take any action with a principal purpose to reduce EBITDA for the Earnout Shares that Period. Unless such election would otherwise contravene, or be fully vested under inconsistent with, GAAP (as applied by Seller in prior fiscal years), all available accounting elections (including those relating to the capitalization of charges and the setting up of reserves) shall, solely for purposes of this Agreement as a result Section 1E, be made consistent with the 2006 Statement of Revenues and Expenses. In the event that, prior to the end of the occurrence of such Milestone Event shall instead be forfeited and cancelled without the payment Earnout Period, there is any (w) sale, license or transfer of any consideration material portion of the assets of the Enterprise Group to a Person (including DevShed) (other than sales of assets in respect thereofthe ordinary course of business consistent with past practice), (x) reorganization, merger or consolidation involving the Enterprise Group or any assets with or into any other Person constituting a separate business (including DevShed), (y) acquisition of all of, or any significant portion of, the assets of any other Person by Buyer, or (z) entry into any joint venture, partnership, strategic alliance or other similar business arrangement involving the Enterprise Group with any other Person, the parties shall cooperate in good faith and effect an appropriate adjustment to the EBITDA Target. (civ) The Pubco Common Stock price targets set forth Notwithstanding anything in this Section 1E to the contrary, in the definitions of Milestone Event Ievent that prior to June 30, Milestone Event II shall be equitably adjusted to reflect 2008, Buyer or any Affiliate thereof that, directly or indirectly, owns or operates the effect of any stock splitEnterprise Group, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into shares of Pubco Common Stock), reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change A) files a registration statement with respect to shares an initial public offering of Pubco Common Stock occurring its equity securities (an “IPO”) or (B) enters into a definitive agreement with an unaffiliated third party (it being understood that DevShed is an Affiliate of Buyer) for the sale, transfer or license (however structured and whether direct or indirect) of all or substantially all of the assets of the Enterprise Group or all or substantially all of the equity securities of the Person that owns the assets of the Enterprise Group (a “Sale Event”), then on the date the registration statement filed in connection with the IPO is declared effective by the SEC, or the closing of a Sale Event, as the case may be, Buyer shall pay to Seller an amount equal to $10,000,000 less any Earnout Amount previously paid by Buyer to Seller. Notwithstanding anything herein to the contrary, with respect to a Sale Event, Buyer shall not be obligated to pay any amount to Seller upon the closing of a Sale Event unless the consideration received in connection with such Sale Event or the enterprise valuation implied by the IPO for the Person selling equity securities therein exceeds $200,000,000. (v) If earned, the Earnout Amount shall be paid by Buyer to Seller not later than the 2nd business day after the ClosingEBITDA Determination Date and any amount required to be paid pursuant to Section 1E(iv) shall be paid when required thereunder. If not paid when due, without limiting the rights of Seller to make claim for payment of the Earnout Amount or other amount required to be paid pursuant to Section 1E(iv), the amount owed shall accrue interest on a daily basis at the Prime Rate per annum, calculated on the basis of the number of days from and after the date such payment is required to be made to the date of payment. Amounts paid to Seller pursuant to this Section 1E shall be an adjustment to the Closing Purchase Price.

Earnout. (a) At For each of the Closingfiscal years ending December 31, 2017 and as additional consideration December 31, 2018 (each, an “Earnout Period”), the Partnership shall prepare and deliver to Proppants, within 90 days after the end of each such fiscal year, a written notice specifying the calculation of Partnership Adjusted EBITDA for such fiscal year (the “Partnership Adjusted EBITDA Notice”). If Partnership Adjusted EBITDA for the Company Merger and fiscal year ending December 31, 2017 exceeds $73.1 million, then the other Partnership shall pay Proppants an additional $5,000,000 in cash with respect to the Contribution Transactions. If Partnership Adjusted EBITDA for the fiscal the year ending December 31, Pubco 2018 exceeds $150.6 million, then the Partnership shall issue or cause pay Proppants an additional $5,000,000 in cash with respect to be issued to each Participating Securityholder such Participating Securityholder’s Earnout Pro Rata Share of the Aggregate Earnout Shares, which shares shall be subject to forfeiture in accordance with the following schedule (such shares, the “Earnout Shares”): (i) upon the occurrence of Milestone Event I, one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; and (ii) upon the occurrence of Milestone Event II, the remaining one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; or (iii) upon the occurrence of a Subsequent Transaction at any time during the Milestone Event Period, all of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeitureContribution Transactions. (b) For If Proppants objects to the avoidance calculation of doubtPartnership Adjusted EBITDA with respect to an Earnout Period as set forth in the Partnership Adjusted EBITDA Notice, then Proppants shall provide the Partnership with written notice of same (which notice shall contain a reasonably detailed explanation of the basis for such objection) (such notice, an “Objection Notice”) within 30 days after the receipt of the Partnership Adjusted EBITDA Notice. If Proppants fails to object to the calculation of Partnership Adjusted EBITDA with respect to an Earnout Period as set forth in the Partnership Adjusted EBITDA Notice within such 30 days period, then Proppants shall be deemed to have agreed with and accepted the Partnership’s calculation of Partnership Adjusted EBITDA with respect to such Earnout Period for all purposes of this Agreement. If Proppants timely provides an Objection Notice as contemplated by this Section 2.3(b), then, for a period of 30 days after the Partnership’s receipt of such Objection Notice (the “Dispute Resolution Period”), the Partnership shall (i) provide Proppants with reasonable access to the Participating Securityholders shall be entitled to be fully vested in books, records (including work papers, schedules, memoranda and other documents), supporting data, facilities and employees of the applicable Earnout Shares upon Partnership for purposes of evaluating the occurrence calculation of each Milestone Event or a Subsequent Transaction; provided that each Milestone Event or a Subsequent Transaction shall only occur once, if at all, and in no event shall the Participating Securityholders be entitled to receive more than the Aggregate Earnout Shares; Partnership Adjusted EBITDA and (ii) to the extent that any Milestone Event reasonably cooperate with Proppants and its representatives in connection with such review, including providing on a timely basis all other information reasonably necessary or a Subsequent Transaction does not occur useful in accordance connection with the terms of this Agreement during the Milestone Event Period, any Earnout Shares that would otherwise be fully vested under this Agreement as a result review of the occurrence calculation of such Milestone Event shall instead be forfeited and cancelled without the payment of any consideration in respect thereofPartnership Adjusted EBITDA. (c) The Pubco Common Stock price targets set forth If Proppants provides an Objection Notice in accordance with Section 2.3(b) and the definitions Partnership and Proppants cannot agree on the calculation of Milestone Event IPartnership Adjusted EBITDA during the Dispute Resolution Period, Milestone Event II shall be equitably adjusted to reflect then the effect Partnership and Proppants will submit their respective calculations of any stock split, reverse stock split, stock dividend the items in dispute (including any dividend adjustments the parties wish to make as a result of negotiations up to the date of such submission) to EEPB, P.C. or distribution an accounting firm of securities convertible into shares of Pubco Common Stocknational standing agreed to by the Partnership and Proppants (the “Accountant”). The Accountant will review each party’s calculations, reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change and with respect to shares each disputed item, make a selection as to which of Pubco Common Stock occurring the disputed items presented to it is, in the aggregate, more accurate (selecting one of such items without interpolation or adjustment). The decision of the Accountant will be made within 20 days after being engaged, or as soon thereafter as reasonably practicable, and will be final and binding on the Closingparties hereto. The costs and expenses of the Accountant will be split evenly by the Partnership and Proppants. Each of the Partnership and Proppants will make available to the Accountant all reasonably relevant books and records relating to the calculations submitted and all other information reasonably requested by the Accountant for purposes of evaluating the calculation of Partnership Adjusted EBITDA. (d) The Conflicts Committee shall review and approve the calculation of Partnership Adjusted EBITDA as determined under this Section 2.3.

Earnout. (1) Additional purchase price ("Earnout") shall be payable to Sellers as set forth below in cash in an amount equal to (a) At two times the Closingamount by which earnings (without any deduction or expense for accrued vacation and sick pay) before interest, taxes, depreciation and amortization attributable to the Business ("Post-Closing EBITDA") for the first full 12 months after the Closing Date ("First Anniversary Earnout Period") exceed $2,501,094; plus (b) two times the amount by which Post-Closing EBITDA for the second 12 months after the Closing Date ("Second Anniversary Earnout Period") exceeds Post-Closing EBITDA for the First Anniversary Earnout Period. Buyer shall pay the Earnout attributable to the First Anniversary Earnout Period, if any, within 60 days after the first anniversary of the Closing Date and shall pay the Earnout attributable to the Second Anniversary Earnout Period, if any, within 60 days after the second anniversary of the Closing Date unless Sellers dispute Buyer's statement of Post-Closing EBITDA or the Earnout delivered pursuant to Section 4(b)(2), in which case Buyer shall pay the applicable Earnout, if any, within 10 days after resolution of such dispute. The Earnout, if any, shall be paid to Sellers by wire transfer to accounts designated by Sellers or by cashier's checks drawn on a federally insured Florida lending institution. Post-Closing EBITDA shall be calculated in accordance with generally accepted accounting principles ("GAAP") on the accrual basis of accounting and in a manner consistent with the procedures set forth on Schedule 4(b). (2) Within 30 days after (i) the first anniversary of the Closing Date in the case of the First Anniversary Earnout Period and (ii) the second anniversary of the Closing Date in the case of the Second Anniversary Earnout Period, Buyer shall deliver to Sellers a statement setting forth the applicable calculation of Post-Closing EBITDA for the First Anniversary Earnout Period or the Second Anniversary Earnout Period, as applicable, and as additional consideration for the Company Merger and the other Transactions, Pubco shall issue or cause to be issued to each Participating Securityholder such Participating Securityholder’s Earnout Pro Rata Share amount of the Aggregate Earnout SharesEarnout, which shares if any, resulting from such calculation. If Sellers dispute or question Buyer's statement of Post-Closing EBITDA or the Earnout, Sellers shall so notify Buyer within 30 days after receipt of the statement. If Sellers do not notify Buyer within 30 days after receipt of the statement, the statement shall be deemed accepted and payments pursuant to this Subsection shall be immediately made based on the statement. If Sellers shall timely dispute Buyer's statement of Post-Closing EBITDA or the Earnout, Buyer and Sellers shall meet at Buyer's offices located in Boca Raton, Florida within 30 days after Sellers' notice that they dispute Buyer's statement in an attempt to reconcile such issues. If the efforts do not succeed, then any of the parties after the said thirty 30 day period may demand and file a claim that the dispute be resolved by binding arbitration. The dispute shall thereafter be subject to forfeiture binding arbitration before a sole arbitrator selected in accordance with the following schedule (such shares, the “Earnout Shares”): (i) upon the occurrence of Milestone Event I, one-half (1/2) Commercial Arbitration Rules of the Aggregate Earnout Shares American Arbitration Association in Palm Beach County, Florida. Immediately after reconciliation by the parties or the arbitrator's determination, as applicable, of the Post-Closing EBITDA and the Earnout, payment shall be fully vested made pursuant to this Subsection based upon such reconciliation or determination, as applicable. If it is determined by arbitration that Buyer's statement of Post-Closing EBITDA and no longer subject the Earnout was correct, Sellers and Shareholders, jointly and severally, agree to forfeiture; and (ii) upon pay all costs and expenses of Buyer, including attorneys' fees and expenses, in connection with such arbitration. If it is determined by arbitration that Buyer's statement of Post-Closing EBITDA and the occurrence Earnout was incorrect, Buyer agrees to pay all costs and expenses of Milestone Event IISellers, the remaining one-half (1/2) of the Aggregate Earnout Shares shall be fully vested including attorneys' fees and no longer subject to forfeiture; or (iii) upon the occurrence of a Subsequent Transaction at any time during the Milestone Event Periodexpenses, all of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiturein connection with such arbitration. (b) For the avoidance of doubt, (i) the Participating Securityholders shall be entitled to be fully vested in the applicable Earnout Shares upon the occurrence of each Milestone Event or a Subsequent Transaction; provided that each Milestone Event or a Subsequent Transaction shall only occur once, if at all, and in no event shall the Participating Securityholders be entitled to receive more than the Aggregate Earnout Shares; and (ii) to the extent that any Milestone Event or a Subsequent Transaction does not occur in accordance with the terms of this Agreement during the Milestone Event Period, any Earnout Shares that would otherwise be fully vested under this Agreement as a result of the occurrence of such Milestone Event shall instead be forfeited and cancelled without the payment of any consideration in respect thereof. (c) The Pubco Common Stock price targets set forth in the definitions of Milestone Event I, Milestone Event II shall be equitably adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into shares of Pubco Common Stock), reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change with respect to shares of Pubco Common Stock occurring after the Closing.

Earnout. (a) At Subject to the occurrence of the Closing, and as additional consideration within ninety (90) days after the end of each Earnout Period (each, an “Earnout Payment Date”), Buyer shall pay to each Seller or its designee, pursuant to the delivery instructions set forth in Section 2.2 of the Disclosure Schedules, the earnout amount (if any) for the Company Merger and the other Transactions, Pubco shall issue or cause to be issued to each Participating Securityholder such Participating Securityholder’s applicable Earnout Pro Rata Share of the Aggregate Earnout Shares, which shares shall be subject to forfeiture Period in accordance with Exhibit A (the following schedule “Earnout Amounts”), accompanied by a calculation of the Earnout Amount with reasonable supporting detail (the “Earnout Calculation”). Buyer, in its sole discretion, shall have the option of paying any portion of the Earnout Amount payable for any Earnout Period in shares of Common Stock (any such shares, the “Earnout Shares”): (i) upon with the occurrence number of Milestone Event I, one-half (1/2) shares of any Common Stock issued as Earnout Shares being calculated by dividing the dollar amount of the Aggregate Earnout Shares Amounts by the VWAP for the five (5) trading day period ending on the last trading day immediately preceding the relevant Earnout Payment Date; provided, however, that unless Stockholder Approval has been obtained, the Earnout Amounts must be paid in cash. In the event that any Seller disputes any Earnout Calculation, the Parties will negotiate in good faith for a period of up to thirty (30) days to resolve such dispute. If the Parties are unable to resolve such dispute within such thirty (30)-day period, then such dispute will be referred to the Independent Accountant for the resolution of such dispute, which resolution shall be fully vested final and no longer subject to forfeiture; and (ii) upon binding on the occurrence of Milestone Event II, Parties. The Buyer and the remaining one-half (1/2) Sellers will bear equally the fees and expenses of the Aggregate Independent Accountant. In the event of any deficiency in any Earnout Shares Amount resulting from the resolution of any dispute, Buyer shall be fully vested and no longer subject pay to forfeiture; or (iii) upon the occurrence of a Subsequent Transaction at any time during the Milestone Event Period, all each Seller such Seller’s share of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture. amount of such deficiency within ten (b10) For Business Days of the avoidance resolution of doubt, (i) such dispute. In the Participating Securityholders shall be entitled to be fully vested in the applicable Earnout Shares upon the occurrence event of each Milestone Event or a Subsequent Transaction; provided that each Milestone Event or a Subsequent Transaction shall only occur once, if at all, and in no event shall the Participating Securityholders be entitled to receive more than the Aggregate Earnout Shares; and (ii) to the extent that any Milestone Event or a Subsequent Transaction does not occur in accordance with the terms overpayment of this Agreement during the Milestone Event Period, any Earnout Shares that would otherwise be fully vested Amount resulting from the resolution of any dispute, each Seller shall repay to Buyer such Seller’s share of the amount of such overpayment within ten (10) Business Days of the resolution of such dispute. In the event a Seller fails to make any such required repayment, Buyer shall have the right to offset such repayment amount against its obligation to make any other payment to such Seller under this Agreement as a result of the occurrence of such Milestone Event shall instead be forfeited and cancelled without the payment of any consideration in respect thereofAgreement. (c) The Pubco Common Stock price targets set forth in the definitions of Milestone Event I, Milestone Event II shall be equitably adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into shares of Pubco Common Stock), reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change with respect to shares of Pubco Common Stock occurring after the Closing.

Earnout. (a) At During the ClosingEarnout Period, Acquiror shall, and as additional consideration shall cause its controlled Affiliates to: (i) not take or omit to take any action that is in bad faith and for the Company Merger primary purpose of avoiding, reducing, or preventing the achievement or attainment of the Price Earnout Milestone; (ii) as soon as practicable (and in any event within ten (10) Business Days) after the end of each monthly anniversary of a Measurement Start Date (each such period a “Measurement Period”), prepare and deliver to each of the Acquiror Representative and the other TransactionsBlade Representative (each, Pubco a “Representative Party”) a written statement, certified by the Acquiror’s Chief Financial Officer (each, a “Price Earnout Statement”), setting out (A) the VWAP of the Acquiror Common Stock for each Trading Day during such Measurement Period then ended and each preceding Measurement Period during the Earnout Period and (B) a statement as to whether the Price Earnout Milestone has been achieved during such Measurement Period (for the avoidance of doubt, Acquiror shall have no obligation to prepare and deliver a Price Earnout Statement following a Non-Reporting Measurement Period unless and until a New Measurement Start Date has occurred); (iii) make available, in the ten (10) Business Days following Acquiror’s delivery of a Price Earnout Statement, Acquiror’s Chief Financial Officer and related personnel and advisors to (A) conduct a telephone or video conference with the Acquiror Representative and the Blade Representative (or either of them) regarding questions concerning or disagreements with such Price Earnout Statement arising in the course of their review thereof, (B) respond to reasonable follow-up inquiries by the Acquiror Representative and the Blade Representative regarding the information provided by or on behalf of Acquiror during any such telephone or video conference and (C) otherwise reasonably cooperate with the Acquiror Representative and the Blade Representative in connection with such Representative Party’s review of any Price Earnout Statement; (iv) promptly upon the achievement of the Price Earnout Milestone (as finally determined pursuant to Section 3.05(c) or Section 3.05(d)), and in any event within ten (10) Business Days of such finally determined achievement of the Price Earnout Milestone (the “Price Milestone Issuance Date”), issue, or cause to be issued, to the Earnout Participants, in accordance with their respective Pro Rata Shares, the Earnout Shares, subject to Section 3.05(b); and (v) immediately prior to the occurrence of a Transaction Earnout Milestone (the “Transaction Milestone Issuance Date”), issue or cause to be issued issued, to each Participating Securityholder such Participating Securityholder’s the Earnout Participants, in accordance with their respective Pro Rata Share of Shares, the Aggregate Earnout Shares, which shares shall be subject to forfeiture in accordance with the following schedule (such shares, the “Earnout Shares”): (i) upon the occurrence of Milestone Event I, one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; and (ii) upon the occurrence of Milestone Event II, the remaining one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; or (iii) upon the occurrence of a Subsequent Transaction at any time during the Milestone Event Period, all of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeitureSection 3.05(b). (b) For Notwithstanding anything in Section 3.05(a) to the avoidance of doubtcontrary, (i) the Participating Securityholders shall be entitled to be fully vested in the applicable Earnout Shares upon the occurrence of each Milestone Event or a Subsequent Transaction; provided that each Milestone Event or a Subsequent Transaction shall only occur once, if at all, and in no event shall the Participating Securityholders be entitled to receive more than the Aggregate Earnout Shares; and (ii) to the extent that any portion of the Earnout Shares become issuable to an Earnout Participant in respect of such Earnout Participant’s Assumed Blade Options that remain unvested as of the Price Milestone Event Issuance Date or the Transaction Milestone Issuance Date, as applicable (each such award, an “Unvested Assumed Option”), then, in lieu of issuing such portion of the Earnout Shares to such Earnout Participant in respect of Unvested Assumed Options, Acquiror shall grant to such Earnout Participant, as soon as practicable following the later of (i) the Price Milestone Issuance Date or the Transaction Milestone Issuance Date, as applicable and (ii) Acquiror’s filing of a Subsequent Transaction does not occur Form S-8 Registration Statement covering grants to be made in accordance herewith, restricted stock units for a number of shares of Acquiror Common Stock equal to such portion of the Earnout Shares otherwise issuable to such Earnout Participant in accordance with Section 3.05(a) in respect of Unvested Assumed Options (“Earnout RSUs”); provided that such Earnout RSUs shall only be granted in accordance herewith if the terms Earnout Participant remains in continuous service to Acquiror or any of this Agreement during its Subsidiaries as of the Price Milestone Event PeriodIssuance Date or the Transaction Milestone Issuance Date, any as applicable (and, if such Earnout Participant has not so remained in continuous service, then no Earnout Shares that would otherwise or Earnout RSUs shall be fully vested under this Agreement as a result granted to such Earnout Participant in accordance herewith in respect of such Unvested Assumed Option). Earnout RSUs shall vest, and the underlying shares of Acquiror Common Stock issued, in substantially equal quarterly installments over the remaining vesting schedule of the occurrence of such Milestone Event corresponding Unvested Assumed Option and shall instead be forfeited and cancelled without subject to the payment of any consideration in respect thereofsame vesting conditions as apply to the corresponding Unvested Assumed Options (as adjusted to reflect quarterly vesting installments). (c) If either Representative Party has any objections to a Price Earnout Statement, such Representative Party shall, within fifteen (15) Business Days of such Representative Party’s receipt of such Price Earnout Statement (the “Objection Period”), deliver to the Acquiror (to the attention of the Acquiror’s Chief Financial Officer) and the other Representative Party a written statement (an “Objection Statement”) setting forth such objections (in reasonable detail). If an Objection Statement is delivered by a Representative Party prior to the expiration of the Objection Period, the Acquiror and each Representative Party shall meet, confer and exchange any additional relevant information reasonably requested regarding the computations set forth in the Price Earnout Statement for a period of ten (10) Business Day thereafter (the “Negotiation Period”) and use reasonable best efforts to resolve by written agreement (the “Agreed Modifications”) any differences as to the computations in the Price Earnout Statement. In the event Acquiror and the Representative Parties so resolve any such differences, the Price Earnout Statement, as modified by the Agreed Modifications, shall be final and binding with respect to the applicable Measurement Period. In the event Acquiror and the Representative Parties do not resolve any differences as to the computations in the Price Earnout Statement prior to the expiration of the Negotiation Period, then either Representative Party may refer the dispute to a nationally recognized, independent accounting firm reasonably acceptable to Acquiror and Blade and independent to Acquiror and Blade (“Independent Expert”) within thirty (30) calendar days following the expiration of the Negotiation Period for final resolution of the dispute in accordance with the procedures set forth in Section 3.05(d). (d) If a dispute with respect to a Price Earnout Statement is submitted in accordance with this Section 3.05 to the Independent Expert for final resolution, Acquiror and the Representative Parties will follow the procedures set forth in this Section 3.05(d). Each of the Blade Representative and the Acquiror Representative agrees to execute, if requested by the Independent Expert, a reasonable engagement letter with respect to the determination to be made by the Independent Expert pursuant to this this Section 3.05(d). All fees and expenses of the Independent Expert will be borne by the Acquiror. Except as provided in the preceding sentence, all other costs and expenses incurred by the Blade Representative in connection with resolving any dispute hereunder before the Independent Expert will be borne by the Earnout Participants, and all other costs and expenses incurred by the Acquiror Representative in connection with resolving any dispute hereunder before the Independent Expert will be borne by the Acquiror. The Pubco Blade Representative and the Acquiror Representative will request that the Independent Expert’s determination be made within forty-five (45) days after its engagement, or as soon thereafter as possible, and that such determination be set forth in a written statement delivered to the Acquiror, the Acquiror Representative and the Blade Representative. The Independent Expert’s determination will be final, conclusive, non-appealable and binding for all purposes hereunder (other than in the event of fraud or manifest error). The Independent Expert will determine only those issues still in dispute as of the date of such Independent Expert’s engagement and such determination will be based solely upon and consistent with the terms and conditions of this Agreement. Each of the Blade Representative and the Acquiror Representative will be entitled to make one presentation to the Independent Expert and will use their reasonable best efforts to make their respective presentations to the Independent Expert as promptly as practicable following submission to the Independent Expert of the disputed items, and each such Representative Party will be entitled, as part of its presentation, to respond to the presentation of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 3.05(d). It is the intent of the parties hereto that the activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). (e) Following the Closing, the Acquiror and its Subsidiaries, including Blade and its Subsidiaries, will be entitled to operate their respective businesses based upon the business requirements of the Acquiror and its Subsidiaries. Each of the Acquiror and its Subsidiaries, including Blade and its Subsidiaries, will be permitted, following the Closing to make changes at its sole discretion to its operations, organization, personnel, accounting practices and other aspects of its business, including actions that may have an impact on the closing price of the Acquiror Common Stock price targets and the achievement of the Price Earnout Milestone, and, other than as a result of a breach of Section 3.05(a)(i), the Earnout Participants will not have any right to claim the loss of all or any portion of any Earnout Shares or other damages as a result of such decisions. (f) If Acquiror shall, at any time or from time to time, after the date hereof effect a subdivision, stock split, stock dividend, reorganization, combination, recapitalization or similar transaction affecting the outstanding shares of Acquiror Common Stock (in each case, other than pursuant to the Conversion or the PIPE Investment) (an “Earnout Adjustment Event”), the number of shares of Acquiror Common Stock set forth in the definitions of Milestone Event IEarnout Shares, Milestone Event II and the stock price target set forth in the definition of Price Earnout Milestone, shall be equitably adjusted to reflect for such Earnout Adjustment Event. Any adjustment under this paragraph shall become effective at the effect close of any stock splitbusiness on the date the Earnout Adjustment Event becomes effective (which shall be the “ex” date, reverse stock splitif any, stock dividend (including any dividend or distribution of securities convertible into shares of Pubco Common Stock), reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change with respect to shares of Pubco Common Stock occurring after the Closingany such event).

Earnout. (a) At In addition to the ClosingPurchase Price, and as additional consideration for Seller shall also be eligible to receive the Company Merger and the other TransactionsEarnout Payment, Pubco shall issue or cause to be issued to each Participating Securityholder such Participating Securityholder’s Earnout Pro Rata Share if any. The value of the Aggregate Earnout SharesPayment, which shares if any, shall be subject to forfeiture in accordance with the following schedule (such shares, the “Earnout Shares”): (ia) upon the occurrence of Milestone Event I, payable one-half in the form of Notes (1/2with an issuance price for the Notes to Seller equal to the principal amount of such Notes) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; and (ii) upon the occurrence of Milestone Event II, the remaining one-half in the form of Preferred Units and Class A Units (1/2in the same proportion and at the same issuance price as issued to Seller pursuant to the Contribution Agreement) of and (b) made within 30 days after the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; or (iii) upon the occurrence of a Subsequent Transaction at any time during the Milestone Event Period, all of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeitureFinal Determination Date. (b) For Buyer and Seller shall agree on the avoidance final determination of doubtthe amount of the Earnout Payment, (i) if any, within 90 days after the Participating Securityholders Earnout Date and if Buyer and Seller are unable to agree upon the amount of the EBITDA used for the calculation of the Earnout Payment within such period, they shall be entitled submit such matter to be fully vested in resolved by the applicable Accountant Arbitrator (the date such final determination of the Earnout Shares Payment is agreed upon by Buyer and Seller or determined by the occurrence of each Milestone Event or a Subsequent Transaction; provided that each Milestone Event or a Subsequent Transaction shall only occur onceAccountant Arbitrator, if at all, and in no event shall the Participating Securityholders be entitled to receive more than the Aggregate Earnout Shares; and (ii“Final Determination Date”) to the extent that any Milestone Event or a Subsequent Transaction does not occur in accordance with the terms of dispute resolution procedures set forth in Section 2.3(d). If the Earnout Payment as finally determined pursuant to this Agreement during Section 2.3(b) is less than $1,500,000, then, prior to the Milestone Event Periodfifteenth (15th) day following the Final Determination Date, any Seller may give notice to Buyer to postpone the Earnout Shares Date such that would otherwise the Earnout Date will be fully vested under this Agreement as a result the end of the occurrence month ending immediately prior to the thirtieth (30th) month anniversary of the Closing Date and such Milestone Event postponed Earnout Payment, if any, shall instead be forfeited calculated as though the Earnout Date were such delayed date and cancelled without shall be payable on the payment of any consideration in respect thereofsame terms and conditions as the original Earnout Payment. (c) The Pubco Common Stock price targets set forth Any related party transactions relating to the Earnout Projects shall be entered into for a bona fide business purpose on terms and conditions that each of the boards of directors of Buyer and the Company reasonably concludes to be on terms and conditions as though such transactions were on an arms-length basis. (d) If Buyer and Seller are unable to agree on the final determination of the amount of the EBITDA used for the calculation of the Earnout Payment within 90 days after the Earnout Date, then Buyer and Seller shall (i) jointly select an accounting firm from among the four (4) largest accounting firms in the definitions United States in terms of Milestone Event Igross revenues or other nationally recognized (in the United States) accounting firm if the four largest firms are conflicted (the “Accountant Arbitrator”), Milestone Event II which shall be equitably adjusted required to reflect act through independent members of its designated dispute resolution group who are not subject to any conflict of interest and (ii) each submit their calculation of the effect EBITDA used for the calculation of the Earnout Payment, along with supporting calculations and evidence thereof that such Party deems appropriate. The Accountant Arbitrator shall be instructed (x) to determine the amount of the Earnout Payment based on the submissions of Buyer and Seller submitted to the Accountant Arbitrator, (y) that it is only to consider matters still in dispute between Buyer and Seller based solely on such written submissions by Seller, on the one hand, and Buyer, on the other hand, and their respective representatives and a voluntary rebuttal submission by each party, and shall not be by independent review and (z) to make its determinations based upon the accounting methods and practices specified in this Agreement. All determinations by the Accountant Arbitrator shall be final and binding upon the Parties for purposes of this Agreement, absent fraud. The Party (i.e., Buyer or Seller) whose asserted position as to the amount of the final determination of the amount of the Earnout Payment is farthest from the determination of the Accountant Arbitrator, shall pay the fees and expenses of the Accountant Arbitrator (and reimburse the other party for any stock splitfees and expenses of such party advanced to the Accountant Arbitrator in respect of such matter, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into shares of Pubco Common Stockif any), reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change with respect to shares of Pubco Common Stock occurring after the Closing.

Earnout. (a) At the Closing, and as 400,000,000 additional consideration for the Company Merger and the other Transactions, Pubco shall issue or cause to be issued to each Participating Securityholder such Participating Securityholder’s Earnout Pro Rata Share of the Aggregate Earnout Shares, which shares shall be subject to forfeiture in accordance with the following schedule Purchaser Ordinary Shares (such shares, the “Earnout Shares”): ) will be issued by Purchaser to the Company Shareholders (iother than holders of Dissenting Company Shares) upon and placed in an escrow account with Continental (the occurrence “Earnout Escrow Account” and such Earnout Shares placed in the Earnout Escrow Account, the “Escrowed Earnout Shares”) for the benefit of Milestone Event Isuch Company Shareholders pursuant to an Escrow Agreement between Purchaser, one-half Continental and M▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (1/2the “Company Shareholder Representative”) as the representative of the Aggregate Company Shareholders (the “Earnout Escrow Agreement”); provided that M▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall only be a party to the Earnout Escrow Agreement, the Sponsor Promote Escrow Agreement, and the Termination Fee Escrow Agreement in his capacity as the Company Shareholder Representative if duly appointed by the Company Shareholders. Each Company Shareholder (other than holders of Dissenting Company Shares) shall be shown as the registered owner of its pro rata portion of the Escrowed Earnout Shares on the books and records of Purchaser, as set forth on Schedule 1.6 of the Company Disclosure Schedules (in respect of each Company Shareholder, its “Pro Rata Portion”), and shall be fully vested entitled to exercise voting rights and no longer subject all share rights with respect to forfeiture; and (ii) upon the occurrence of Milestone Event II, the remaining one-half (1/2) of the Aggregate such Escrowed Earnout Shares shall be fully vested and no longer subject to forfeiture; or (iii) upon the occurrence of a Subsequent Transaction at any time during the Milestone Event Period, all of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeitureShares. (b) For Subject to adjustment pursuant to Section 1.6(c) below, the avoidance Company Shareholders shall have the right to receive their Pro Rata Portion of doubtthe Escrowed Earnout Shares after the Closing Date in accordance with this Section 1.6. In the event that the Revenue Target is achieved, the Escrowed Earnout Shares will be released from the Earnout Escrow Account to the Company Shareholders on the later of January 31, 2024 or the Closing Date (i) the Participating Securityholders shall be entitled to be fully vested “Earnout Release Date”). Any Escrowed Earnout Shares remaining in the applicable Earnout Escrow Account following the Earnout Release Date, will be surrendered back to Purchaser without consideration by the Company Shareholders executing an irrevocable surrender of shares. The Company Shareholder Representative, on behalf of the Company Shareholders, shall instruct Continental to unconditionally release the surrendered portion of such Escrowed Earnout Shares upon from the occurrence of each Milestone Event or a Subsequent Transaction; provided that each Milestone Event or a Subsequent Transaction shall only occur once, if at allEarnout Escrow Account to Purchaser, and in no event Purchaser shall the Participating Securityholders be entitled to receive more than the Aggregate cancel such surrendered portion of such Escrowed Earnout Shares; and (ii) to the extent that any Milestone Event or a Subsequent Transaction does not occur Shares in accordance with the terms Earnout Escrow Agreement and the Company Shareholder Representative shall execute an Irrevocable Surrender of this Agreement during Shares on behalf of the Milestone Event Period, any Company Shareholders in form and substance satisfactory to the Sponsor and surrender such Earnout Shares that would otherwise be fully vested under this Agreement as a result of the occurrence of such Milestone Event shall instead be forfeited and cancelled to Purchaser without the payment of any consideration in respect thereofconsideration. (c) The Pubco Common Stock price targets set forth applicable number of Earnout Shares, if any, shall be subject to equitable adjustment for share splits, share dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the Purchaser Ordinary Shares after the Closing and prior to the Earnout Release Date. (d) Notwithstanding anything contained in this Section 1.6, if during the Interim Period, the Company obtains transaction financing in the definitions aggregate amount of Milestone Event Iat least $215,000,000, Milestone Event II in the form of firm written commitments from investors recognized and accepted by Purchaser or in the form of no less than $107,500,000 good faith deposit made by investors for a private placement of equity, debt or other alternative financing to Purchaser, each Company Shareholder (other than holders of Dissenting Company Shares) shall be equitably adjusted entitled to reflect receive its Pro Rata Portion of the effect Earnout Shares on the Closing Date, regardless of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into shares of Pubco Common Stock), reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change with respect to shares of Pubco Common Stock occurring after whether the ClosingRevenue Target is achieved.

Earnout. (a) At In addition to the ClosingClosing Consideration, and as additional consideration for the Company Merger and the other Transactions, Pubco shall issue or cause to be issued to each Participating Securityholder such Participating Securityholder’s Earnout Pro Rata Share of the Aggregate Earnout Shares, which shares Seller shall be subject entitled to forfeiture receive the amounts set forth in accordance with the following schedule this Section (such shareseach, an “Earnout Payment” and together, the “Earnout SharesPayments”): (i) upon ), if any that become payable pursuant to the occurrence of Milestone Event I, one-half (1/2) terms hereof. A sample calculation of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; and (ii) upon the occurrence of Milestone Event II, the remaining one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; or (iii) upon the occurrence of a Subsequent Transaction at any time during the Milestone Event Period, all of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiturePayments is included on Schedule 1.9. (b) For If Buyer’s Adjusted EBITDA for the 2025 calendar year (the “First Earnout Period”) is greater than Four Million Dollars ($4,000,000), Buyer shall pay Seller an amount equal to Five Hundred Thousand Dollars ($500,000). (c) If Buyer’s Adjusted EBITDA for the 2026 calendar year (the “Second Earnout Period” and together with the First Earnout Period, the “Earnout Periods” and each, an “Earnout Period”) is greater than Five Million Dollars ($5,000,000), Buyer shall pay Seller an amount equal to One Million Dollars ($1,000,000). (d) The applicable Earnout Payment shall be made within ten (10) business days of the final determination of the Buyer’s Adjusted EBITDA for the applicable Earnout Period. (e) No later than ninety (90) days after the end of each Earnout Period, Buyer shall deliver to Seller Buyer’s good faith calculations of the Buyer’s Adjusted EBITDA for the applicable Earnout Period. ▇▇▇▇▇’s undisputed calculations of the Buyer’s Adjusted EBITDA for the appliable Earnout Period shall be final, conclusive and binding on Seller unless Seller provides a Dispute Notice to Buyer no later than thirty (30) calendar days after Buyer’s delivery of its calculations to Seller. The Dispute Notice shall set forth in reasonable detail the nature of any disagreement so asserted and the estimated dollar amount of the disputed sums. ▇▇▇▇▇ and Seller shall attempt to resolve the matters raised in a Dispute Notice in good faith. If any such matters remain unresolved by the date that is thirty (30) calendar days after the date on which the Dispute Notice was delivered to Buyer, Buyer and Seller shall jointly submit the disputed items to the Accounting Firm (appointed in accordance with Section 1.6(c) mutatis mutandis). (f) During the Earnout Period, Buyer shall (i) use good faith efforts to operate the Business in a profitable manner and (ii) not take any actions, the intent or the primary effect of which is to avoid or reduce the maximum Earnout Payment payable hereunder. (g) Notwithstanding anything to the contrary in this Agreement, the Earnout Payments shall become immediately and automatically due and payable to Seller upon the occurrence of any of the following events: (i) any bankruptcy, reorganization, assignment for the benefit of creditors, or other proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding initiated by or against Buyer; (ii) any sale of all or substantially all of the assets of Buyer; or (iii) any person or group of persons (excluding ▇▇▇▇▇▇▇ Entities and any other Affiliates of Buyer) directly or indirectly acquires more than 50% of the equity interests of Buyer, including by way of merger, consolidation or otherwise (but, in each case, for the avoidance of doubt, (i) the Participating Securityholders shall be entitled to be fully vested in the applicable Earnout Shares upon the occurrence of each Milestone Event or a Subsequent Transaction; provided that each Milestone Event or a Subsequent Transaction shall only occur once, if at all, and in no event shall the Participating Securityholders be entitled to receive more than the Aggregate Earnout Shares; and (ii) to the extent that any Milestone Event or a Subsequent Transaction does not occur in accordance with the terms of this Agreement during the Milestone Event Period, any Earnout Shares that would otherwise be fully vested under this Agreement as a result of the occurrence of such Milestone Event shall instead be forfeited and cancelled without the payment of any consideration in respect thereofexcluding internal reorganization transactions). (c) The Pubco Common Stock price targets set forth in the definitions of Milestone Event I, Milestone Event II shall be equitably adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into shares of Pubco Common Stock), reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change with respect to shares of Pubco Common Stock occurring after the Closing.

Earnout. (a) At Following the Closing, and as additional consideration for the Company Merger Transactions and the other Transactions, Pubco shall issue or cause as an incentive to be issued to each Participating Securityholder such Participating Securityholder’s Earnout Pro Rata Share generate future growth of the Aggregate Company, the Earnout SharesConsideration shall become subject to potential forfeiture if the Triggering Events do not occur within their respective Earnout Periods with the applicable portion of such Earnout Consideration no longer being subject to forfeiture upon the occurrence of the applicable Triggering Event. Certificates or book entries representing the Earnout Consideration shall bear a legend referencing that they are subject to forfeiture pursuant to the provisions of this Agreement, which shares and any transfer agent for such Earnout Consideration will be given appropriate stop transfer orders with respect to the Earnout Consideration until the occurrence of the applicable Triggering Event; provided, however, that upon the Triggering Event in accordance with the terms herein, the parties shall promptly cause the removal of such legend, as applicable, with respect to the applicable Earnout Consideration and direct such transfer agent that such stop transfer orders are no longer applicable. (b) The Earnout Consideration shall no longer be subject to forfeiture in accordance with the following schedule (such shares, the “Earnout Shares”): (i) upon the occurrence of Milestone each Triggering Event, as applicable. For the avoidance of doubt, the shares comprising the Earnout Consideration and subject to forfeiture pursuant to Section 3.03(a) shall equal 40,000,000 shares of Company Topco in the aggregate, as set forth in the Allocation Schedule. (c) If the Company or its affiliates achieves Triggering Event within the Earnout Period applicable to Triggering Event I, one-half (1/2) of the Aggregate Earnout Shares and Triggering Event I has not been achieved previously, then Triggering Event I shall be fully vested deemed to be achieved at the same time and the corresponding Earnout Consideration for Triggering Event I shall no longer be subject to forfeiture; and (ii) upon forfeiture at the occurrence of Milestone same time as the Earnout Consideration for Triggering Event II, the remaining one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; or (iii) upon the occurrence of a Subsequent Transaction at any time during the Milestone Event Period, all of the Aggregate Earnout Shares shall be fully vested and II is no longer subject to forfeiture. (bd) If, during the Earnout Period, there is a Change of Control, both Triggering Events shall be deemed to have occurred and all of the Earnout Consideration shall no longer be subject to forfeiture. For the avoidance purposes of doubtthis Agreement, “Change of Control” means any transaction or series of transactions (i) following which a person or “group” (within the Participating Securityholders shall be entitled to be fully vested meaning of Section 13(d) of the Exchange Act) of persons, has direct or indirect beneficial ownership of securities (or rights convertible or exchangeable into securities) representing fifty percent (50%) or more of the voting power of or economic rights or interests in the applicable Earnout Shares upon the occurrence Company Topco or any of each Milestone Event or a Subsequent Transaction; provided that each Milestone Event or a Subsequent Transaction shall only occur onceits subsidiaries, if at all, and in no event shall the Participating Securityholders be entitled to receive more than the Aggregate Earnout Shares; and (ii) constituting a merger, consolidation, reorganization or other business combination, however effected, following which, the voting securities of Company Topco or any of its subsidiaries immediately prior to such merger, consolidation, reorganization or other business combination do not continue to represent or are not converted into fifty percent (50%) or more of the extent that any Milestone Event combined voting power of the then outstanding voting securities of the person resulting from such combination or, if the surviving company is a subsidiary, the ultimate parent thereof, or a Subsequent Transaction does not occur in accordance with (iii) the terms of this Agreement during the Milestone Event Period, any Earnout Shares that would otherwise be fully vested under this Agreement as a result of which is a sale of all or substantially all of the occurrence assets of such Milestone Event shall instead be forfeited and cancelled without the payment of Company Topco to any consideration in respect thereofperson. (c) The Pubco Common Stock price targets set forth in the definitions of Milestone Event I, Milestone Event II shall be equitably adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into shares of Pubco Common Stock), reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change with respect to shares of Pubco Common Stock occurring after the Closing.

Earnout. The Earnout Amount shall be calculated, determined and paid in the following manner: (a) At Within 90 days after the Closingend of the Earnout Period, Buyer shall prepare in good faith and as additional consideration deliver to Seller a written statement showing in reasonable detail the calculation of EBITDA for the Company Merger Earnout Period and the other TransactionsEarnout Amount payable, Pubco shall issue or cause to be issued to each Participating Securityholder such Participating Securityholder’s Earnout Pro Rata Share of the Aggregate Earnout Shares, which shares shall be subject to forfeiture in accordance with the following schedule if any (such shares, the “Earnout SharesStatement”): (i) upon the occurrence of Milestone Event I, one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; and (ii) upon the occurrence of Milestone Event II, the remaining one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; or (iii) upon the occurrence of a Subsequent Transaction at any time during the Milestone Event Period, all of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture). (b) For In the avoidance event of doubtany objection by Seller with respect to the determination of the EBITDA or the Earnout Amount payable for the Earnout Period, Seller shall, within 60 days after its receipt of the Earnout Statement, give written notice to Buyer of such objection showing in reasonable detail the calculation thereof (i) an “Earnout Dispute Notice”). Buyer and Seller shall thereafter attempt to amicably resolve any disputed items set forth in the Participating Securityholders Earnout Dispute Notice. If Seller does not timely deliver an Earnout Dispute Notice, then the calculation of the EBITDA and the Earnout Amount payable for the Earnout Period as set forth in the Earnout Statement shall be entitled deemed to have been accepted and shall be fully vested in the applicable Earnout Shares upon the occurrence of each Milestone Event or a Subsequent Transaction; provided that each Milestone Event or a Subsequent Transaction shall only occur once, if at all, final and in no event shall the Participating Securityholders be entitled to receive more than the Aggregate Earnout Shares; and (ii) to the extent that any Milestone Event or a Subsequent Transaction does not occur in accordance with the terms of this Agreement during the Milestone Event Period, any Earnout Shares that would otherwise be fully vested under this Agreement as a result of the occurrence of such Milestone Event shall instead be forfeited and cancelled without the payment of any consideration in respect thereofbinding on all parties hereto. (c) If, for any reason, Buyer and Seller cannot resolve any disputed items indicated in the Earnout Dispute Notice within 30 days of the date of delivery of the Earnout Dispute Notice, then such unresolved items (“Earnout Disputes”) shall be resolved by the Accountant in the manner provided in Section 2.3(c) above, mutatis mutandis, except as modified herein. The Pubco Common Stock price targets Accountant shall issue a written report which shall include a revised Earnout Statement as adjusted (i) pursuant to any resolutions to objections agreed upon by Buyer and Seller and (ii) pursuant to the Accountant’s resolution of the unresolved objections. The Accountant shall review only those matters specified in the unresolved objections and shall make no changes to the Earnout Statement, except as are required to resolve the unresolved objections. The award of the Accountant shall set out the final Earnout Statement, shall be final and binding on all parties hereto, and may be enforced in any court of competent jurisdiction. The parties agree that the procedure set forth in this Section 2.8 for resolving disputes with respect to the Earnout Statement shall be the sole and exclusive method for resolving any such disputes. (d) In connection with the preparation of the Earnout Statement, and until the final resolution of the Earnout Statement, Buyer shall, and shall cause the Company and its Subsidiaries to, (A) provide Seller and its authorized Representatives with reasonable access to the relevant books and records, Buyer’s and its accountants’ work papers, schedules and other supporting data, facilities and employees as may reasonably be requested by Seller; and (B) otherwise reasonably cooperate with Seller and its authorized Representatives, including by providing on a timely basis information reasonably necessary or useful in the determination of the calculations and amounts set forth in the definitions of Milestone Event IEarnout Statement. (e) On the fifth Business Day after Buyer and Seller agree to the Earnout Statement or Buyer and Seller receive from the Accountant its written report pursuant to Section 2.8(c), Milestone Event II as applicable, Buyer shall pay to Seller an amount in cash equal to the Earnout Amount payable for the Earnout Period. Such cash payment shall be equitably adjusted made by wire transfers of immediately available funds to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend accounts specified in accordance with written instructions provided by Seller to Buyer at least two Business Days prior to the date such payment is due or distribution of securities convertible into shares of Pubco Common Stock), reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or on such other like change with respect to shares of Pubco Common Stock occurring after the Closingdate as Buyer and Seller shall agree.

Earnout. (a) At In addition to the Closingamounts payable to Sellers pursuant to the other provisions of this Agreement, and as additional consideration within five (5) days following the determination of the Earnout Revenue for the Company Merger and the other TransactionsEarnout Period, Pubco Buyer shall issue pay (or cause to be issued paid) the Earnout Amount, if any, to each Participating Securityholder such Participating Securityholder’s Earnout Pro Rata Share the Sellers by wire transfer of immediately available funds to Sellers Representative using wire instructions designated in writing by the Aggregate Earnout Shares, which shares shall be subject to forfeiture in accordance with the following schedule (such shares, the “Earnout Shares”): (i) upon the occurrence of Milestone Event I, one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; and (ii) upon the occurrence of Milestone Event II, the remaining one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; or (iii) upon the occurrence of a Subsequent Transaction at any time during the Milestone Event Period, all of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeitureSellers’ Representative. (b) For the avoidance of doubtAs promptly as practicable, (i) the Participating Securityholders shall be entitled to be fully vested in the applicable Earnout Shares upon the occurrence of each Milestone Event or a Subsequent Transaction; provided that each Milestone Event or a Subsequent Transaction shall only occur once, if at all, and but in no event later than sixty days after the expiration of the Earnout Period, Buyer shall deliver to Sellers’ Representative Buyer’s calculation of the Participating Securityholders Earnout Revenue for the Earnout Period, accompanied by reasonable supporting documentation sufficient to enable Sellers’ Representative to verify the calculations contained therein (the “Earnout Payment Statement”). Sellers’ Representative and Sellers agree that such information would be entitled to receive more than the Aggregate Earnout Shares; and (ii) considered material non-public information pursuant to the extent Securities Laws and that they shall keep such information strictly confidential and shall not transact, either directly or indirectly, in any Milestone Event or a Subsequent Transaction does not occur in accordance with the terms securities of this Agreement during the Milestone Event Period, any Earnout Shares that would otherwise be fully vested under this Agreement Affiliate of Buyer as a result of receipt of the occurrence Earnout Payment Statement. If Sellers’ Representative notifies Buyer in writing that Sellers’ Representative objects to the amounts set forth within the Earnout Statement within forty five (45) days of such Milestone Event shall instead be forfeited its delivery, specifying in reasonable detail the nature and cancelled without the payment extent of any consideration disagreement (as well as the disputed items or amounts in respect thereofthe Earnout Payment Statement) (the “Earnout Payment Objection Notice”), Sellers’ Representative and Buyer shall negotiate in good faith to resolve such dispute, with Sellers’ Representative having full access to the books, records, information and personnel of Buyer necessary to verify the amounts set forth within the Earnout Payment Statement. (c) In the event that Sellers’ Representative and Buyer are unable to resolve Sellers’ Representative’s objections within thirty (30) days of Sellers’ Representative’s delivery of the Earnout Payment Objection Notice, each of Sellers’ Representative and Buyer will provide ▇▇▇▇ ▇▇▇▇▇, LLP (or, if ▇▇▇▇ ▇▇▇▇▇, LLP is unable or unwilling to serve, another nationally recognized accounting firm not affiliated with Sellers or Buyer that is mutually selected by Sellers’ Representative and Buyer) (the serving accounting firm being the “Independent Accountant”) with a statement of its position, and the Independent Accountant shall make a final determination as to same. The Pubco Common Stock price targets Independent Accountant’s decision as to any disputed amount or item set forth in the definitions of Milestone Event I, Milestone Event II Earnout Statement Notice shall be equitably adjusted to reflect within the effect range of amounts disputed by Buyer and Sellers’ Representative and an award binding on and shall be non-appealable by ▇▇▇▇▇ and Sellers’ Representative and enforceable in any stock splitcourt of record (absent fraud or manifest error). The fees and expenses of the Independent Accountant shall be allocated between Buyer, reverse stock spliton the one hand, stock dividend and the Sellers’ Representative (including any dividend or distribution on behalf of securities convertible into shares of Pubco Common Stockthe Sellers), reorganizationon the other hand, recapitalization, reclassification, combination, merger, sale or exchange based upon the percentage which the dollar amount of shares or other like change with respect the disputed items not awarded to shares of Pubco Common Stock occurring after each Party bears to the Closingtotal amount contested by such Party.

Earnout. (a) At the ClosingBuyer shall prepare and deliver, and as additional consideration for the Company Merger and the other Transactions, Pubco shall issue or cause to be issued prepared and delivered, to the Sellers’ Representative, no later than sixty (60) days after each Participating Securityholder such Participating SecurityholderEarnout Period, a statement setting forth the Company’s AUM for the most recently completed Earnout Pro Rata Share Period along with a calculation of the Aggregate applicable Earnout SharesPayment for the most recently completed Earnout Period, which shares shall be subject to forfeiture in accordance together with the following schedule supporting documents (such shares, the an “Earnout SharesStatement”): (i) upon the occurrence of Milestone Event I, one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; and (ii) upon the occurrence of Milestone Event II, the remaining one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; or (iii) upon the occurrence of a Subsequent Transaction at any time during the Milestone Event Period, all of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture). (b) For the avoidance of doubt, (i) the Participating Securityholders The calculations set forth in each Earnout Statement shall be entitled final, conclusive and binding upon the parties unless the Sellers’ Representative delivers to Buyer, within the thirty (30) days following the date on which an Earnout Statement was delivered (a “Earnout Statement Review Period”), a written notice (a “Earnout Statement Notice of Objection”) that the Sellers’ Representative, on behalf of the Sellers, disagrees with any calculations set forth in an Earnout Statement and setting forth the Sellers’ Representative calculation of the disputed amount, a description in reasonable detail of the grounds for each such disagreement and the Sellers’ Representative calculation of Company’s AUM for the most recently completed Earnout Period based on such objections (each such item or amount as to which the Sellers’ Representative disagrees and set forth in the Earnout Statement Notice of Objection, an “Earnout Item of Disagreement”). During an Earnout Statement Review Period, the Sellers’ Representative, on behalf of the Sellers, and its accountants (which may be fully vested the Company’s accountants as of the date of this Agreement) shall, at the Sellers’ Representative’s expense, on behalf of the Sellers, be permitted reasonable access to review the working papers of Buyer relating to the applicable Earnout Statement to verify the accuracy thereof; provided, that in order to review such accountant’s working papers the Sellers’ Representative and its accountants shall execute any confidentiality agreements, releases or waivers customarily required by such accountant in connection therewith. Except for those Earnout Items of Disagreement set forth in the applicable Earnout Shares Statement Notice of Objection, Buyer and the Sellers’ Representative, on behalf of the Sellers, shall be deemed to have agreed with all other items and amounts set forth in the applicable Earnout Statement, which items and amounts shall be conclusive and binding upon all of the occurrence parties. All information disclosed to Sellers’ Representative or its representatives pursuant to this Section 2.5(b) shall be considered confidential information of each Milestone Event or a Subsequent Transaction; provided that each Milestone Event or a Subsequent Transaction shall only occur once, if at allBuyer, and in no event the Sellers’ Representative shall, and shall the Participating Securityholders be entitled to receive more than the Aggregate Earnout Shares; and (ii) to the extent that any Milestone Event or a Subsequent Transaction does not occur in accordance with the terms of this Agreement during the Milestone Event Periodcause its representatives to, any Earnout Shares that would otherwise be fully vested under this Agreement as a result of the occurrence of keep all such Milestone Event shall instead be forfeited and cancelled without the payment of any consideration in respect thereofinformation strictly confidential. (c) The Pubco Common Stock price targets In the event that the Sellers’ Representative delivers an Earnout Statement Notice of Objection to Buyer within the applicable Earnout Statement Review Period, Buyer and the Sellers’ Representative, on behalf of the Sellers, will negotiate in good faith to resolve all applicable Earnout Items of Disagreement. If, after a period of thirty (30) days following the date on which an Earnout Statement Notice of Objection is delivered, Buyer and the Sellers’ Representative, on behalf of the Sellers, have not resolved each such Earnout Item of Disagreement, then either Buyer or the Sellers’ Representative shall be entitled to submit all such Earnout Items of Disagreement that remain unresolved to the Independent Accountant, pursuant to the procedures set forth in Section 2.4(c). (d) Within five (5) Business Days following the definitions date on which the Company’s AUM and the corresponding Earnout Payments for the applicable Earnout Period are finally determined in accordance with the foregoing provisions of Milestone Event Ithis Section 2.5, Milestone Event II Buyer shall pay, or cause to be equitably adjusted paid, to reflect the effect Sellers’ Representative, on behalf of any stock splitthe Sellers, reverse stock splitan amount equal to the Earnout Payment. (e) From and after the Effective Time, stock dividend Buyer and its Affiliates (including any dividend or distribution of securities convertible into shares of Pubco Common Stock), reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change i) have complete control and sole and absolute discretion with respect to shares decisions concerning the operations of Pubco Common Stock occurring after the ClosingCompany, the Subsidiaries and their respective businesses (whether or not consistent with such operations prior to the Effective Time) and (ii) are only required to take actions in connection with the Company and its Subsidiaries that Buyer and its Affiliates believe to be in the best interests of Buyer and, as applicable, its Affiliates, and do not owe any duties, express or implied, to any Sellers or any of their respective Affiliates by virtue of this Section 2.5 (other than to make the payments, if any, due under Section 2.5). The Company’s AUM is speculative and subject to numerous risks and uncertainties, many of which may be outside the control of Buyer, and there is no assurance that Company’s AUM threshold will be achieved. Notwithstanding the foregoing, Buyer and its Affiliates shall act in good faith, and, except as required by applicable Law, shall not take any action(s) or implement no strategy(ies) the primary purpose of which is to unreasonably and materially interfere with the Sellers’ ability to achieve the Earnout Payments. (f) The right to receive any portion of the Earnout Payments (i) is solely a contractual right and is not a security (and shall confer upon the Sellers only the rights of a general unsecured creditor); (ii) will not be represented by any form of certificate or instrument; (iii) does not give any Seller any dividend rights, voting rights, liquidation rights, preemptive rights or other similar rights and (iv) is not redeemable. Notwithstanding anything herein to the contrary, the Earnout Payments are subject to Purchaser’s right of setoff in Section 8.9.

Earnout. (a) At If and to the Closingextent earned in accordance with this Section 2.06 and Annex B to this Agreement, Sellers shall be entitled to an earnout payment (the “Earnout Payment”) from Buyer. The Earnout Payment for all purposes under this Agreement shall be calculated in accordance with Annex B. (b) As promptly as practicable, but in no event later than ninety (90) days after the end of the Earnout Period, Buyer shall prepare and deliver to the Sellers’ Representative a statement (the “Earnout Statement”) setting forth Buyer’s good faith calculation of EBITDA and the Earnout Payment, if any. After receipt of the Earnout Statement, the Sellers’ Representative shall have thirty (30) days (the “Earnout Review Period”) to review the Earnout Statement. During the Earnout Review Period, the Sellers’ Representative and Sellers’ Accountants shall have reasonable access to the books and records of the Company, the personnel of, and work papers prepared by Buyer and/or Buyer’s Accountants, to the extent that they relate to the Earnout Statement, as additional consideration the Sellers’ Representative may reasonably request for the Company Merger purpose of reviewing the Earnout Statement and to prepare an Earnout Objection Notice (defined below), provided, that such access shall be in a manner that does not interfere with the business operations of Buyer or the Company. (c) On or prior to the last day of the Earnout Review Period, the Sellers’ Representative may object to the Earnout Statement by delivering to Buyer a written notice setting forth the Sellers’ Representative’s objections to the Earnout Statement in reasonable detail, indicating each disputed item or amount and the basis for the Sellers’ Representative’s disagreement therewith (the “Earnout Objection Notice”). For avoidance of doubt, all other Transactionsmatters with respect to, Pubco and all other components of, the Earnout Statement not identified in the Earnout Objection Notice as an item or amount in dispute will be binding and conclusive on the Parties for all purposes under this Agreement and not subject to further dispute or challenge absent manifest error. If the Sellers’ Representative fails to deliver the Earnout Objection Notice before the expiration of the Earnout Review Period, the Earnout Statement and all components thereof (including Buyer’s calculation of the Earnout Payment) will be deemed final and binding on the Parties for all purposes under this Agreement and not subject to further dispute or challenge. If the Sellers’ Representative delivers the Earnout Objection Notice before the expiration of the Earnout Review Period, then the Parties shall issue resolve the matters in dispute in a manner consistent, mutatis mutandis, with the review and dispute procedures set forth in Section 2.04(c). (d) Except as set forth in Section 2.06(e) below, nothing contained in this Agreement shall restrict in any way management of Buyer from operating the Company and the Company’s businesses and operations in any respect and making all customer and other business decisions in the manner that Buyer’s management or cause board of directors deems appropriate in their sole discretion and without taking into consideration the impact of such actions on the Earnout Payment, if any. For avoidance of doubt, neither Buyer nor any of Buyer’s Affiliates (i) owes Sellers any fiduciary or other duty in respect of this Section 2.06, (ii) is making any representations or warranties to Sellers with respect to the operations of the Company or the Company’s businesses after the Closing or with respect to any estimates or projections relating to EBITDA for the Earnout Period, or (iii) has any obligation in respect of this Section 2.06 other than an obligation to comply with the covenants and agreements expressly set forth in this Section 2.06 and in Annex B, it being the Parties’ intention that all other representations, warranties, covenants, obligations, and agreements, express or implied, in respect of this Section 2.06 and Annex B, and the earning or payment of the Earnout Payment, if any, are expressly waived and disclaimed by Sellers. Nothing in this Agreement will be issued interpreted as a restriction or limitation on Buyer’s or any of Buyer’s Affiliates’ rights and abilities (A) to acquire by purchase, exchange, or otherwise any other Person, whether or not engaged in a business similar or related to any of the businesses of the Company (an “Acquired Business”), or (B) to sell the Company or sell or assign all or any of the membership interests of the Company to another Person or to merge the Company with another Person (such other Person, a “Consolidating Business”). Sellers will have no rights or interests in, or relating to, any Acquired Business or any Consolidating Business. (e) Buyer shall not take any action with the knowing and primary purpose and intent of artificially preventing or decreasing in any material respect the earning of the Earnout Payment, if any. Buyer covenants and agrees that, during the Earnout Period and subject to Annex B, Buyer will: (i) operate the Company’s business as a separate business unit; (ii) maintain separate financial statements for such business unit; (iii) maintain the Company’s sales and marketing expenditures at a level consistent with the average monthly expenditures for the twelve (12) months immediately preceding the Closing Date (except to the extent reasonably necessary to conduct the business of the Company in the Ordinary Course or except as is otherwise commercially reasonable); (iv) refrain from a material increase in any expenses attributed to the business unit above the Company’s pre-Closing expenses for the twelve (12) months immediately preceding the Closing Date (except to the extent reasonably necessary to conduct the business of the Company in the Ordinary Course or except as is otherwise commercially reasonable); (v) refrain from intentionally diverting any revenues away from such business unit to any of Buyer’s other business units or any of its Affiliates; and (vi) credit all revenue generated from the sale of the Company Products to such business unit. (f) Sellers acknowledge and agree that there may be no Earnout Payment payable pursuant to the provisions of this Section 2.06 and that the right to receive the Earnout Payment, if any, pursuant to this Agreement: (i) does not represent an equity or other ownership interest in Buyer or any of Buyer’s Affiliates; (ii) does not carry voting, dividend, or liquidation rights; (iii) is not represented by any form of certificate or instrument; (iv) does not bear any interest; and (v) is not assignable or transferable (other than by testamentary disposition or the laws of intestacy). (g) Within two (2) Business Days after the final determination of the amount of the Earnout Payment, if any, in accordance with this Section 2.06, Buyer shall pay (i) to each Participating Securityholder Seller such Participating SecurityholderSeller’s Earnout Pro Rata Share of the Aggregate Earnout Shares, which shares shall be subject Payment by wire transfer of immediately available funds to forfeiture in accordance with the following schedule (such shares, the “Earnout Shares”): (i) upon the occurrence of Milestone Event I, one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; and (ii) upon the occurrence of Milestone Event II, the remaining one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; or (iii) upon the occurrence of a Subsequent Transaction at any time during the Milestone Event Period, all of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeitureSeller’s Purchase Price Bank Account. (bh) For the avoidance of doubt, (i) the Participating Securityholders The Parties shall be entitled to be fully vested in the applicable Earnout Shares upon the occurrence of each Milestone Event or a Subsequent Transaction; provided that each Milestone Event or a Subsequent Transaction shall only occur once, if at all, and in no event shall the Participating Securityholders be entitled to receive more than the Aggregate Earnout Shares; and (ii) to the extent that any Milestone Event or a Subsequent Transaction does not occur in accordance with the terms of this Agreement during the Milestone Event Period, any Earnout Shares that would otherwise be fully vested under this Agreement as a result of the occurrence of such Milestone Event shall instead be forfeited and cancelled without treat the payment of any consideration in respect thereof. the Earnout Payment Amount made under this Section 2.06, if any, as an adjustment to the Purchase Price by the parties for Tax purposes, unless (ca) The Pubco Common Stock price targets set forth in the definitions a final “determination” (as that term is defined for purposes of Milestone Event I, Milestone Event II shall be equitably adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend Code Section 1313 or distribution of securities convertible into shares of Pubco Common Stock), reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change corresponding state Laws) with respect to shares of Pubco Common Stock occurring after any such payment causes such payment not to be treated as an adjustment to the ClosingPurchase Price for Tax purposes or (b) otherwise required by applicable Law.

Earnout. (a) At Purchaser shall pay to Seller an aggregate amount not to exceed the Closing, and as additional consideration for the Company Merger and the other Transactions, Pubco shall issue or cause to be issued to each Participating Securityholder such Participating Securityholder’s Earnout Pro Rata Share of the Maximum Aggregate Earnout Shares, which shares shall be subject to forfeiture in accordance with Payments on the following schedule (such shares, the “Earnout Shares”):terms and conditions: (i) upon for each of (A) the occurrence of Milestone Event Iperiod constituting the first twelve full months following the Closing Date (the “First Earnout Period”), one-half and (1/2B) the period beginning the day after the end of the Aggregate First Earnout Shares Period and ending on the twelve month anniversary thereof (the “Second Earnout Period” and together with the First Earnout Period, each, an “Earnout Period”), Purchaser shall make a cash payment (each, an “Earnout Payment”) to Seller based on the Business EBITDA for that Earnout Period; (ii) for each Earnout Period, (A) if the Business EBITDA for that Earnout Period is equal to or exceeds the Target Business EBITDA for such Earnout Period, the Earnout Payment shall be fully vested an amount equal to the Maximum Annual Earnout Payment for such Earnout Period, (B) if the Business EBITDA for that Earnout Period is greater than the Minimum Target Business EBITDA for that Earnout Period but less than the Target Business EBITDA for that Earnout Period, the Earnout Payment shall be an amount equal to (I) the Maximum Annual Earnout Payment for that Earnout Period multiplied by (II) a fraction, the numerator of which is the Business EBITDA for that Earnout Period in excess of the Minimum Target Business EBITDA for that Earnout Period and no longer subject the denominator of which is the aggregate difference between the Target Business EBITDA for that Earnout Period and the Minimum Target Business EBITDA for that Earnout Period or (C) if the Business EBITDA for that Earnout Period is equal to forfeitureor less than the Minimum Target Business EBITDA for that Earnout Period, the Earnout Payment shall equal zero (in the event that the Business EBITDA for an Earnout Period is less than the Target Business EBITDA for that Earnout Period, it is referred to herein as a “Business EBITDA Shortfall”); (iii) if in either Earnout Period, the Business EBITDA for such Earnout Period exceeds the Target Business EBITDA for the Earnout Period, such excess (“Excess Business EBITDA”) may be applied to the previous or subsequent Earnout Period in which there was a Business EBITDA Shortfall in the following manner: (A) if the Excess Business EBITDA is applied to the previous Earnout Period and if the sum of the Business EBITDA for that previous Earnout Period plus the Excess Business EBITDA would have resulted in an Earnout Payment greater than the Earnout Payment actually earned in the previous Earnout Period as calculated under Section 2.5(a)(ii), Purchaser shall make a “catch-up” payment (a “Catch-Up Payment”) to Seller in an amount equal to (x) the Earnout Payment that Seller would have earned in the previous Earnout Period if the Excess Business EBITDA had applied to such Earnout Period less (y) the Earnout Payment actually earned in the previous Earnout Period; and (iiB) upon if the occurrence of Milestone Event IIExcess Business EBITDA is applied to the future Earnout Period in which a Business EBITDA Shortfall exists, such excess shall be added to the remaining one-half (1/2) Business EBITDA for the later Earnout Period to determine the amount of the Earnout Payment, if any, payable under Section 2.5(a)(ii); (iv) notwithstanding anything in this Agreement to the contrary, in no event shall Purchaser be obligated to pay to Seller aggregate Earnout Payments (including any Catch-Up Payment) in excess of the Maximum Aggregate Earnout Shares shall be fully vested Payments; and (v) the Earnout Payments and no longer Catch-Up Payment, if any, are subject to forfeiture; or (iiiset-off in accordance with Sections 2.5(f) upon the occurrence of a Subsequent Transaction at any time during the Milestone Event Period, all of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture12.6. (b) For Within ninety (90) days after the avoidance end of doubteach Earnout Period, Purchaser shall provide to Seller a statement, including work papers and schedules supporting such statement certified by Purchaser’s Chief Financial Officer (each an “Earnout Statement”), setting forth Purchaser’s calculation of (i) the Participating Securityholders shall be entitled to be fully vested in the applicable Business EBITDA for that Earnout Shares upon the occurrence of each Milestone Event or a Subsequent Transaction; provided that each Milestone Event or a Subsequent Transaction shall only occur once, if at all, and in no event shall the Participating Securityholders be entitled to receive more than the Aggregate Earnout SharesPeriod; and (ii) to the extent Earnout Payment (and any Catch-Up Payment) for that any Milestone Event or a Subsequent Transaction does not occur in accordance with the terms of this Agreement during the Milestone Event Period, any Earnout Shares that would otherwise be fully vested under this Agreement as a result of the occurrence of such Milestone Event shall instead be forfeited and cancelled without the payment of any consideration in respect thereofPeriod based thereon. (c) The Pubco Common Stock price targets set Within thirty (30) days after an Earnout Statement is delivered to Seller pursuant to Section 2.5(b), Seller shall complete its examination thereof and shall deliver to Purchaser either (i) a written acknowledgement accepting such Earnout Statement; or (ii) a written report setting forth in reasonable detail any proposed adjustments to the definitions of Milestone Event Isuch Earnout Statement (each an “Earnout Adjustment Report”). If Seller fails to respond to Purchaser within such thirty (30) day period, Milestone Event II Seller shall be equitably adjusted deemed to reflect have accepted and agreed to such Earnout Statement (and the effect calculations thereon) as delivered pursuant to Section 2.5(b). During such thirty (30) day period, Purchaser shall provide to Seller reasonable access to the appropriate personnel, accountants, financial books and records of Purchaser and the Company, as well as any stock splitadditional relevant information and work papers as it may reasonably request, reverse stock splitto enable it to properly evaluate each Earnout Statement. (d) In the event Seller and Purchaser fail to agree on any of Seller’s proposed adjustments contained in an Earnout Adjustment Report within thirty (30) days after Purchaser receives such Earnout Adjustment Report, stock dividend then Seller and Purchaser agree that the Independent Auditors shall make the final determination with respect to the correctness of the proposed adjustments in such Earnout Adjustment Report in light of the terms and provisions of this Agreement. Purchaser and Seller shall use their commercially reasonable efforts to cause the Independent Auditors to resolve all disagreements as soon as practicable, but in any event within sixty (60) days after submission of the dispute to the Independent Auditors. The decision of the Independent Auditors shall be final and binding on Seller and Purchaser. The fees and expenses of the Independent Auditors incurred in connection with the determination of the disputed items by the Independent Auditors shall be borne by Purchaser, on the one hand, and Seller, on the other hand, based upon the percentage that the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Independent Auditors. (e) All payments to be made pursuant to this Section 2.5 with respect to any Earnout Period shall be by the wire transfer of immediately available funds within fifteen (15) Business Days following the final determination of the Earnout Payment (and any Catch-Up Payment) for such Earnout Period to an account designated by Seller to Purchaser in writing in advance of the payment thereof; provided that (i) with respect to the Earnout Payment, if any, for the First Earnout Period, said Earnout Payment shall not be paid until determination of the Insurance Deficiency, if any, pursuant to Section 2.5(f) for the Seller policy years 2015/2016 and 2016/2017, and (ii) respect to the Earnout Payment, if any, for the Second Earnout Period, said Earnout Payment (including any dividend Catch-Up Payment) shall be subject to set off by the amount, if any, by which the Deficiency Offset Amount, if any, exceeds the amount determined to be the Earnout Payment for the First Earnout Period (f) Seller and Purchaser agree that Purchaser shall have the right to set off against any Earnout Payment (including the Catch-Up Payment) the Deficiency Offset Amount. Seller shall prepare and deliver to Purchaser on or distribution about August 1, 2018 a written report (together with all supporting documentation) setting forth a calculation for the 2015/2016 policy year of securities convertible into shares the Business (but excluding claims prior to January 1, 2016) and the 2016/2017 policy year of Pubco Common Stockthe Business (but excluding claims after December 31, 2016) of any Deficiency Offset Amount. The “Deficiency Offset Amount” shall be (i) zero if the Insurance Deficiency is less than zero, or (ii) if the Insurance Deficiency is greater than zero, the product of 6.75 multiplied by the Insurance Deficiency, but (iii) in no event greater than $5,400,000. Truline losses shall be excluded from the determination. Any dispute as to the determination of an Insurance Deficiency shall be submitted to the Independent Auditor to be resolved as provided in Section 2.5(d), reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change with respect to shares of Pubco Common Stock occurring after the Closing.

Earnout. (a) At the Closing, and as As additional consideration for the Company Merger and the other Transactions, Pubco shall issue or cause to be issued to each Participating Securityholder such Participating Securityholder’s Earnout Pro Rata Share purchase of the Aggregate Earnout Shares, which shares Buyer shall be subject make payments to forfeiture Sellers based on the Pro Forma Gross Profit, calculated in accordance with the following schedule Schedule 2.6 (each such sharespayment, an “Earnout Payment” and collectively, the “Earnout SharesPayments”): ), in the amount, if any, and in the manner as may be determined to be payable pursuant to this Section 2.6 during the following periods (each such period, an “Earnout Period”): (i) upon the occurrence of Milestone Event I12-months ending December 31, one-half (1/2) of the Aggregate Earnout Shares shall be fully vested 2020 and no longer subject to forfeiture; and (ii) upon the occurrence of Milestone Event II12-months ending December 31, the remaining one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; or (iii) upon the occurrence of a Subsequent Transaction at any time during the Milestone Event Period, all of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture2021. (b) For As promptly as practicable, but in any event within 60 days after the avoidance end of doubteach Earnout Period, Buyer shall prepare and deliver to the Sellers’ Representative a statement (ithe “Preliminary Earnout Statement”) setting forth in reasonable detail Buyer’s good faith calculation of the Participating Securityholders shall be entitled to be fully vested in Pro Forma Gross Profit and the applicable Earnout Shares upon Payment owed to Sellers for such Earnout Period, together with reasonable supporting detail and documentation. The Preliminary Earnout Statement will be prepared in good faith by Buyer based on the occurrence of each Milestone Event or a Subsequent Transaction; provided that each Milestone Event or a Subsequent Transaction shall only occur oncecalculations set forth on Schedule 1.1(d) and Schedule 2.6, if at all, and in no event shall the Participating Securityholders be entitled to receive more than the Aggregate Earnout Shares; and (ii) to the extent that any Milestone Event or a Subsequent Transaction does not occur in accordance with the terms of this Agreement during the Milestone Event Period, any Earnout Shares that would otherwise be fully vested under this Agreement as a result of the occurrence of such Milestone Event shall instead be forfeited and cancelled without the payment of any consideration in respect thereofAgreement. (c) Within five Business Days after Buyer and the Sellers’ Representative determine that the Earnout Payment amount is final pursuant to Section 2.6(d), Buyer shall pay such Earnout Payment to Sellers’ Representative by wire transfer of immediately available funds to a bank designated by him. Each Seller will receive from the Sellers’ Representative such Seller’s Percentage Interest of such Earnout Payment. (d) The Pubco Common Stock price targets Sellers’ Representative may, within 30 days after the date of receipt each Preliminary Earnout Statement, deliver to Buyer a notice setting forth in reasonable detail with supporting documentation any objections that Sellers, in good faith, may have thereto (such notice, a “Earnout Objection Notice”). If the Sellers’ Representative does not so object within such time period, the calculation of the Pro Forma Gross Profit and the Earnout Payment set forth in such Preliminary Earnout Statement will be final and binding on the parties for purposes of this Agreement. If the Sellers’ Representative so objects in good faith and delivers an Earnout Objection Notice within such time period, then he and Buyer will use good faith efforts to resolve by written agreement any differences as to the calculation of Pro Forma Gross Profit and, if he and Buyer so resolve any such differences, the Pro Forma Gross Profit, as adjusted by the agreed adjustments, will be final and binding on the parties for purposes of this Agreement. If any objections raised by the Sellers’ Representative are not resolved by written agreement of the parties within 15 Business Days after he advises Buyer of Sellers’ objections, then he, on behalf of Sellers, and Buyer, will submit the objections that are then unresolved to the Independent Accountants, which shall be directed to resolve the unresolved objections as promptly as reasonably practicable and to deliver written notice to each of Buyer and the Sellers’ Representative setting forth its resolution of the disputed matters. All determinations by the Independent Accountants will be based solely on the information presented to it by Buyer or the Sellers’ Representative and their respective representatives, and not by independent review. In resolving any disputed item, the Independent Accountants will be bound by the terms of this Agreement, including the definition of Pro Forma Gross Profit, and will not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The calculation of Pro Forma Gross Profit and the Earnout Payment, after giving effect to any agreed adjustments and the resolution of any disputed matters by the Independent Accountants, will be final and binding on the parties for purposes of this Agreement. If any unresolved objections are submitted to the Independent Accountants for resolution as provided above, Buyer, on the one hand, and Sellers, on the other hand, will share the fees and expenses of such accounting firm in proportion to the degree to which the applicable final Earnout Payment, as determined by the Independent Accountants, differs from the applicable proposed final Earnout Payment set forth in the definitions Preliminary Earnout Statement submitted by Buyer and the Earnout Objection Notice submitted by the Sellers’ Representative, respectively, such that the Party whose calculation of Milestone Event Ithe applicable Earnout Payment differs more from the calculation submitted by the Independent Accountants shall pay proportionately more of the costs and expenses of the Independent Accountants. (e) During the period set forth in Section 2.6(d), Milestone Event II shall the Sellers’ Representative and his representatives (i) will be equitably adjusted permitted to reflect review, during normal business hours and upon reasonable notice and with Buyer’s cooperation, the effect Company’s Books and Records to the extent related to the preparation of any stock splitthe Preliminary Earnout Statement, reverse stock split, stock dividend (including any dividend work papers and memoranda which have been provided to Buyer or distribution the Company, and (ii) will be given access, during normal business hours and upon reasonable notice, to knowledgeable Employees and accounting professionals of securities convertible into shares the Company and Buyer to the extent reasonably necessary to facilitate the Sellers’ Representative’s review of Pubco Common Stock)the Preliminary Earnout Statement, reorganizationto the extent reasonably requested by the Sellers’ Representative; provided, recapitalizationnotwithstanding anything to the contrary in this Agreement, reclassification, combination, merger, sale Buyer shall not be required to disclose any information to the Sellers’ Representative or exchange of shares his representatives if such disclosure would be reasonably likely to (x) jeopardize any attorney-client or other like change legal privilege or (y) contravene any Applicable Law or any confidentiality agreement. (f) Except as otherwise provided in this Section 2.6, Sellers acknowledge, understand and agree that (i) Buyer shall have the right to operate the Company and the Business in the sole discretion of Buyer and make all decisions with respect to shares the Company and the Business in its sole discretion; (ii) the amount of Pubco Common Stock occurring after the Earnout Payments contemplated herein is speculative and is subject to numerous factors outside the control of Buyer and the Company; (iii) neither Buyer nor the Company has promised or projected payment of the Earnout Payments; (iv) neither Buyer nor the Company owe a fiduciary duty or express or implied duty to Sellers; (v) the contingent right of Sellers to receive Earnout Payments is not an investment in Buyer or the Company, and the contingent right shall not entitle Sellers to any rights as shareholders of Buyer or the Company; (vi) the parties solely intend the express provisions of this Agreement to govern all of their rights and obligations, if any, with respect to the Earnout Payments contemplated pursuant to this Section 2.6; and (vii) nothing herein will prohibit Buyer or the Company from engaging in any business or opportunity or acquiring, entering into joint ventures, investing in or otherwise cooperating with other Persons, including Persons that may have interests adverse to or otherwise compete, directly or indirectly, with the Business. (g) Except (i) as expressly required by the terms of this Agreement, (ii) as may be reasonably required to comply with Applicable Law, or (iii) as otherwise consented to in writing by the Sellers’ Representative, from the Closing, through the Earnout Period, and, solely with respect to subpart (A) and (C), until the Earnout Payment (if earned) is paid in full, Buyer shall (A) not contractually restrict the Company’s ability to pay the Earnout Payment when due, (B) maintain the Company (or its successor) or its Business (as it may be expanded after Closing) as a separate entity or business unit and maintain separate financial records solely for purposes of calculating the Earnout Payments for the Business (as it may be expanded after Closing), and (C) not (1) take or omit to take, or cause the Company to take or omit to take, any action solely intended to impede or impair the payment of any Earnout Payment under Section 2.6, or (2) take, or cause the Company to take, any other actions, the sole purpose of which is to reduce or prevent payment of the Earnout Payments. This Section 2.6 will survive the Closing and will bind any successors or assigns of Buyer or the Company.

Earnout. (a) At The Buyer shall prepare and deliver the Closing, and as additional consideration for Earnout Statement to the Company Merger and Representative no later than the other Transactions, Pubco shall issue or cause to be issued to each Participating Securityholder such Participating Securityholder’s Earnout Pro Rata Share of the Aggregate Earnout Shares, which shares shall be subject to forfeiture in accordance with the following schedule (such shares, the “Earnout Shares”): (i) upon the occurrence of Milestone Event I, one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; and (ii) upon the occurrence of Milestone Event II, the remaining one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; or (iii) upon the occurrence of a Subsequent Transaction at any time during the Milestone Event Period, all of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeitureStatement Date. (b) For On or prior to the avoidance thirtieth (30th) day following the Buyer’s delivery of doubtthe Earnout Statement, (i) the Participating Securityholders Representative may give the Buyer an Objection Notice. Any Objection Notice shall specify in reasonable detail the dollar amount of any objection and the basis therefor. Any determination set forth on the Earnout Statement which is not specifically objected to in the Objection Notice shall be entitled to deemed acceptable and shall be fully vested final and binding upon the parties upon delivery of the Objection Notice. If the Representative does not give the Buyer an Objection Notice within such 30-day period, then the Earnout Statement will be conclusive and binding upon the parties and the calculation of the Earnout Payment, if any, set forth in the applicable Earnout Shares Statement will be final and binding upon the occurrence parties for purposes of each Milestone Event or a Subsequent Transaction; provided that each Milestone Event or a Subsequent Transaction calculating the Earnout Payment under this Agreement. During such 30-day period, the Buyer shall only occur once, if at all, and in no event shall provide the Participating Securityholders be entitled to receive more than the Aggregate Earnout Shares; and (ii) Representative with reasonable access to the extent relevant Books and Records and the Group’s accounting personnel during normal business hours and upon reasonable notice. (c) Following the Buyer’s receipt of any Objection Notice, the Buyer and the Representative shall negotiate in good faith to resolve such dispute. In the event that the Representative and the Buyer fail to agree on any Milestone Event or a Subsequent Transaction does not occur of the Representative’s objections set forth in the Objection Notice within 30 days after the Buyer receives the Objection Notice, the Representative and the Buyer shall engage the Independent Auditor to resolve any items remaining in dispute (the “EO Disputed Items”). The Independent Auditor shall within the 30-day period immediately following referral of the Earnout Statement to the Independent Auditor, make the final determination of the EO Disputed Items and the resulting Earnout Payment in accordance with the terms of this Agreement. The Buyer and the Representative each shall provide the Independent Auditor with their respective determinations of the EO Disputed Items and the resulting Earnout Payment; provided, that such determinations may not differ to the detriment of the other party from the Earnout Statement delivered pursuant to Section 2.4(a) or the Objection Notice, as applicable. The Independent Auditor shall make an independent determination of the EO Disputed Items and resulting Earnout Payment that, assuming compliance with the previous clause, shall be within the range proposed by the Buyer and the Representative, respectively, and shall be final and binding on the Sellers, the Representative and the Buyer if such independent determination is within the range proposed by the Buyer; provided that the Independent Auditor shall in no event modify any components or calculations of the Earnout Statement that are not EO Disputed Items. The fees, costs and expenses of the Independent Auditor shall be paid by the party whose Earnout Payment was different by the greater amount from that of the Independent Auditor. (d) Promptly after the Earnout Payment is determined and becomes final and binding on the parties under this Section 2.4, the Purchase Price shall be recalculated by giving effect to such final and binding determinations. If an Earnout Payment is due to be paid to the Sellers then the Buyer and the Representative shall cause the Earnout Escrow Agent to pay by wire transfer of immediately available funds to the Representative from the Earnout Escrow Amount within two (2) Business Days following the Settlement Date, an amount equal to the Earnout Payment up to the Earnout Escrow Amount. If the Earnout Escrow Amount is less than the Earnout Payment then the Buyer shall pay by wire transfer of immediately available funds to the Representative the amount of such excess within two (2) Business Days following the Settlement Date. If the Earnout Escrow Amount is greater than the Earnout Payment then any remaining balance of the Earnout Escrow Amount shall be released to the Buyer pursuant to the Earnout Escrow Agreement during and the Milestone Event PeriodRepresentative shall join Buyer in instructing the Earnout Escrow Agent to pay any such remaining balance to Buyer from the Earnout Escrow Amount within two (2) Business Days following the Settlement Date. (e) The Buyer shall make reasonably available to the Independent Auditor all relevant Books and Records relating to the Group, as reasonably requested by the Independent Auditor and shall use commercially reasonable efforts to cooperate with the Independent Auditor in resolving any disputed matters. (f) The parties agree that, from and after the Closing, the provisions of this Section 2.4 and the arbitration and the arbitration provisions contemplated in this Section 2.4 shall be the exclusive remedy and exclusive forum of the parties with respect to the Earnout Shares Payment contemplated in this Section 2.4, provided, however, that if a party fails to timely pay any sums required to be paid by it pursuant to this Section 2.4 the dispute resolution provisions of Article 9 of this Agreement shall apply. (g) After the Closing and through December 31, 2015, the Buyer shall cause the Group to be operated as a stand-alone business with unaudited consolidated financial statements of the Group being prepared in accordance with GAAP and consistent with Schedule IV on a stand-alone basis and on a basis consistent with the prior practices of the Group and shall not take any action with respect to the Group that would be reasonably likely to result in EBITDA to be calculated on a basis other that as is consistent with prior practices. Specifically, the following items will not be taken into account in the calculation of EBITDA: (i) all general administrative overhead costs, expenses or charges incurred by the Buyer that are not in connection with the operations or business of the Group, including all (1) fees of the Buyer arising in connection with the transactions contemplated by this Agreement, management fees or similar fees or other corporate charges and (2) costs, expenses and charges related to (x) employees providing joint or shared services to the Group and the Buyer or any of the Buyer’s Affiliates, (y) space or facilities shared or jointly used by the Group and the Buyer or any of the Buyer’s Affiliates and (z) the cost to the Buyer to fund its portion of the cost of the “tail” insurance policy referenced in Section 8.2(b)(ii) hereof; provided, that, (A) specific administrative, operating and other costs, expenses and charges that are for the benefit of the Group that are directly incurred by the Group or otherwise paid by the Buyer (or an Affiliate of the Buyer) and allocated to the Group shall be fully vested under this Agreement taken into account on a pro rata basis between the Group and the Buyer and (B) costs for billable technicians of the Buyer may be charged to the Group at cost only for such time that is actually billable by the Group to the Group’s customer and shall be taken into account in the calculation of EBITDA subject to any other applicable exclusions or adjustments set forth herein; (ii) all non-cash expenses, charges, losses or other liabilities related to (1) the write-down or write-off of any intangible asset of the Group as a result of the occurrence impairment thereof; (2) non-cash compensation expenses that arise solely as a result of such Milestone Event shall instead be forfeited and cancelled without the payment of any consideration in respect thereof. (c) The Pubco Common Stock price targets set forth in the definitions of Milestone Event I, Milestone Event II shall be equitably adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend Buyer’s or distribution of securities convertible into shares of Pubco Common Stock), reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change its Affiliates’ compensation policies implemented with respect to shares of Pubco Common Stock occurring the Group after the Closing, and (3) purchase accounting adjustments; (iii) all non-cash income related to the release or reversal of any reserves that existed on the Balance Sheet as at December 31, 2014; (iv) expenses, charges or other losses (i) incurred in connection with the preparation and completion of the Working Capital Adjustment and the Earnout Statement or arbitration, litigation, other dispute resolution or other costs arising out of disputes relating to this Agreement or (ii) for which the Buyer or any of its Subsidiaries (including the Group) have received insurance recovery; (v) all income and expenses related to the Settled Matter; (vi) all transaction or exit bonuses, option expenses and other costs and fees paid at the Closing by the Group; (vii) all incremental costs and expenses of the Group or the Buyer incurred by reason of the Buyer’s being a subsidiary of a publicly traded company, including any fees paid to accountants, auditors and lawyers, necessary for the Buyer to cause the Group to comply with the rules and standards of the Public Company Accounting Oversight Board and other Laws and exchange requirements relating to being publicly traded company; (viii) any extraordinary gain or loss, including (without limitation) any gain or loss from any sale, exchange, or other disposition of assets (tangible or intangible) outside of the ordinary course of the business of the Group; or (ix) any decrease in profitability of the Group resulting from such actions as increases in employee compensation or benefits, increases in personnel, purchases or rental of assets, in each case not in the Ordinary Course of Business, write-offs and customer discounts not in the Ordinary Course of Business, delays in collections from customers not in the Ordinary Course of Business or similar changes from the Ordinary Course of Business.

Earnout. (a) At During the Closingtime period starting on the Closing Date and ending on thirty-six (36) month anniversary thereof, the Sellers, in their capacities as employees of the Purchaser and as additional consideration for WBS LLC, shall use commercially reasonable efforts to cause the Company Merger Purchaser and WBS LLC to collect in full each of the other Transactionsaccounts receivables of WBS LLC set forth on Schedule B hereto (each, Pubco a “Relevant Account Receivable”). As part of the U.S. Transaction Consideration, the Sellers shall issue or cause be entitled to be issued receive cash payments from the Purchaser (the “Earnout U.S. Transaction Consideration”) equal to the amount, if any, by which: (i) the amount of cash recovered by the Purchaser and WBS LLC with respect to each Participating Securityholder Relevant Account Receivable during such Participating Securityholder’s time period (each, a “Recovered Amount”); exceeds (ii) the GTTA Estimated Collectible Amount for such Relevant Account Receivable set forth set forth next to its name on Schedule B; provided, however, that in no event shall the aggregate Earnout Pro Rata Share U.S. Transaction Consideration amount exceed five hundred thousand dollars ($500,000). The Purchaser and WBS LLC shall be entitled to retain, without compensation to the Sellers, any Recovered Amount with respect to any Relevant Account Receivable that is less than the GTTA Estimated Collectible Amount for such Relevant Account Receivable. (b) The Purchaser and WBS LLC shall fund their reasonable outside counsel fees associated with collection of Relevant Accounts Receivable pursuant to Section 1.11(a), which shall, except with respect to the WV Fiber matter (as described on Schedule B), be solely at the expense of the Aggregate Purchaser and WBS LLC and shall not reduce the Earnout SharesU.S. Transaction Consideration. (c) The Earnout U.S. Transaction Consideration, which shares if any, with respect to each Relevant Account Receivable shall be subject allocated fifty percent (50%) to forfeiture Charter and fifty percent (50%) to Hollander and shall be paid by the Purchaser to the Sellers, by check or wire transfer of immediately available funds, promptly after such receipt by the Purchaser or WBS LLC of the applicable Recovered Amount. (d) In taking actions in connection with collection of Relevant Accounts Receivable: (i) the Sellers shall act in a commercially reasonably manner in accordance with the direction and oversight of their superiors within the Purchaser and WBS LLC; (ii) without limiting the generality of the foregoing, in no event will any Seller take any action that is reasonably likely to harm to the relationship of the Purchaser and WBS LLC with the applicable account debtor; and (iii) the Purchaser and WBS LLC shall act in a commercially reasonable manner.” (h) The last sentence of Section 5.6(a) of the Purchase Agreement is hereby amended to delete therefrom the following schedule (such sharesphrase: “but, as provided in the definition of NWC in Article IX, the “Earnout SharesCompanies Employees Severance Obligations shall not be included in the NWC”):. (i) upon Section 5.12 of the occurrence Purchase Agreement is hereby amended to delete therefrom the following phrase: “but, as provided in the definition of Milestone Event INWC in Article IX, oneup to fifty-half five thousand dollars (1/2$55,000) of the Aggregate Earnout Shares Audit Expenses shall not be included in the NWC”. (j) Section 7.2(a) of the Purchase Agreement is hereby amended to delete therefrom the following phrase: “except to the extent accrued as a Current Liability included in the calculation of the Final NWC” (k) Section 7.6(a)(i) and (ii) of the Purchase Agreement are hereby amended to provide in their entirety as follows: (i) by the Sellers under Section 7.2(a) (Indemnification by the Sellers Concerning the Companies) shall be fully vested satisfied: (A) first, by cancellation of the Stock U.S. Transaction Consideration; (B) second, to the extent that the Stock U.S. Transaction Consideration is insufficient to satisfy such Seller Indemnification Payment Amount in full, by cancellation of the Notes U.S. Transaction Consideration; (C) third, to the extent that the Stock U.S. Transaction Consideration and no longer subject the Notes U.S. Transaction Consideration are insufficient to forfeituresatisfy such Seller Indemnification Payment Amount in full, by cancellation of the Earnout U.S. Transaction Consideration; and (D) fourth, to the extent that the Stock U.S. Transaction Consideration, the Notes U.S. Transaction Consideration and the Earnout U.S. Transaction Consideration are insufficient to satisfy such Seller Indemnification Payment Amount in full, by wire transfer of immediately available funds of the unsatisfied part of the Seller Indemnification Payment Amount by the Sellers, jointly and severally, to the respective accounts of the Purchaser and Purchaser Europe (allocated between the Purchaser and Purchaser Europe in proportion to the Transaction Consideration for the Purchased Equity Interests that each is purchasing hereunder), in each case not later than five (5) Business Days after determination of the Seller Indemnification Payment Amount pursuant to this Article VII; and (ii) upon the occurrence of Milestone Event IIby a Seller under Section 7.2(b) (Indemnification by each Seller Concerning Such Seller), the remaining one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeituresatisfied: (A) first, by cancellation of such Seller’s Stock U.S. Transaction Consideration; or (iiiB) upon the occurrence of a Subsequent Transaction at any time during the Milestone Event Periodsecond, all of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture. (b) For the avoidance of doubt, (i) the Participating Securityholders shall be entitled to be fully vested in the applicable Earnout Shares upon the occurrence of each Milestone Event or a Subsequent Transaction; provided that each Milestone Event or a Subsequent Transaction shall only occur once, if at all, and in no event shall the Participating Securityholders be entitled to receive more than the Aggregate Earnout Shares; and (ii) to the extent that any Milestone Event or a Subsequent such Seller’s Stock U.S. Transaction does not occur Consideration is insufficient to satisfy such Seller Indemnification Payment Amount in accordance with full, by cancellation of such Seller’s Notes U.S. Transaction Consideration; (C) third, to the terms extent that such Seller’s Stock U.S. Transaction Consideration and Notes U.S. Transaction Consideration are insufficient to satisfy such Seller Indemnification Payment Amount in full, by cancellation of this Agreement during such Seller’s Earnout U.S. Transaction Consideration; and (D) fourth, to the Milestone Event Periodextent that such Seller’s Stock U.S. Transaction Consideration, any Notes U.S. Transaction Consideration and Earnout Shares that would otherwise be fully vested under this Agreement as a result U.S. Transaction Consideration are insufficient to satisfy such Seller Indemnification Payment Amount in full, by wire transfer of immediately available funds of the occurrence unsatisfied part of the Seller Indemnification Payment Amount by such Milestone Event shall instead be forfeited Seller to the respective accounts of the Purchaser and cancelled without Purchaser Europe (allocated between the payment Purchaser and Purchaser Europe in proportion to the Transaction Consideration for the Purchased Equity Interests that each is purchasing hereunder), in each case not later than five (5) Business Days after determination of any consideration in respect thereofthe Seller Indemnification Payment Amount pursuant to this Article VII.” (l) The first sentence of Section 7.6(c) of the Purchase Agreement is hereby amended to delete the phrase “to Section 1.6(c) or” therefrom. (cm) Sections 1.3(b)(iii) and Section 10.1(ii) of the Purchase Agreement are each hereby amended to change the reference therein to “twenty-five thousand dollars ($25,000)” to instead refer to “thirty-one thousand five hundred dollars ($31,500)”. (n) The Pubco Common Stock price targets set forth table entitled “U.S. Transaction Consideration” in Schedule A to the definitions Purchase Agreement is hereby amended to change the column therein entitled “Notes U.S. Transaction Consideration” to provide in its entirety as follows: (o) The Purchase Agreement is hereby revised to add thereto a new Schedule B consisting of Milestone Event ISchedule B to this Amendment. (p) Exhibits A-1 and A-2 to the Purchase Agreement are hereby amended to consist of Exhibit A-1 and A-2, Milestone Event II shall be equitably adjusted respectively, to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into shares of Pubco Common Stock), reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change with respect to shares of Pubco Common Stock occurring after the Closingthis Amendment.

Earnout. (a) At the Closing, and as additional consideration for the Company Merger and the other Transactions, Pubco Acquiror shall issue or cause to be issued in the name of each Eligible Company Equityholder its, his or her Pro Rata Share of a number of shares of Acquiror Class A Common Stock equal to the Total Earnout Shares Amount (the “Earnout Shares”) and, in accordance with actual or deemed written instructions from the Eligible Company Equityholders, Acquiror shall deposit or cause to be deposited such shares at an account (the “Earnout Escrow Account”) with an escrow agent reasonably selected by Acquiror (the “Earnout Escrow Agent”) in accordance with an escrow agreement in form and substance reasonably acceptable to Acquiror and the Company, to be entered into on the Closing Date by and among Acquiror, the Company and the Earnout Escrow Agent (the “Earnout Escrow Agreement”). The parties hereto agree that the Eligible Company Equityholders shall be treated as the owner of the Earnout Shares for so long as they are in the Earnout Escrow Account for income Tax purposes, and shall file all Tax Returns consistent with such treatment. (b) Promptly upon the occurrence of any Triggering Event, Acquiror shall prepare and deliver, or cause to be prepared and delivered, a written notice to the Earnout Escrow Agent (a “Release Notice”), which Release Notice shall set forth the specific release instructions with respect thereto (including the number of Earnout Shares to be released to each Participating Securityholder Eligible Company Equityholder). No Eligible Company Equityholder shall, directly or indirectly, sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of, either voluntarily or involuntarily, any of the Earnout Shares until the date on which the relevant Triggering Event has occurred as described in Section 3.03(f) and such Participating Securityholder’s shares have been released to the Eligible Company Equityholders. Any Earnout Shares not eligible to be released from the Earnout Escrow Account in accordance with the terms of Section 3.03(f) on or before the last day of the Earnout Period shall immediately thereafter be forfeited to Acquiror and canceled and the Eligible Company Equityholders shall not have any rights with respect thereto. Effective as of the Closing, each Eligible Company Equityholder shall have the right to vote each of its Earnout Shares until such Earnout Shares are forfeited as if the Eligible Company Equityholder was the owner of record of such Earnout Shares. Notwithstanding the forgoing, to the extent any holder of Exchanged Restricted Stock is entitled to Earnout Shares pursuant to this Section 3.03(b), such Earnout Shares shall only be issued to such holder, if at all, on the later of (i) the date the Earnout Shares are issued to the Eligible Company Equityholders, or (ii) the vesting of such Exchanged Restricted Stock in accordance with its terms. For the avoidance of doubt, in the event Exchanged Restricted Stock is forfeited without vesting prior to the occurrence of a Triggering Event, such Exchanged Restricted Stock will not be entitled to Earnout Shares with respect to such Triggering Event. (c) Until Earnout Shares have been released or been forfeited hereunder, an amount equal to any dividends or distributions that would have been payable to the Eligible Company Equityholders if the Earnout Shares had been released prior to the record date for such dividends or distributions shall be delivered by Acquiror to the Earnout Escrow Agent for the benefit of the Eligible Company Equityholders with respect to the Earnout Shares (the “Withholding Amount”). If any securities of Acquiror or any other person are included in the Withholding Amount, then any dividends or distributions in respect of or in exchange for any of such securities in the Withholding Amount, whether by way of stock splits or otherwise, shall be delivered to the Earnout Escrow Agent and included in the “Withholding Amount”, and will be released to the Eligible Company Equityholders upon the release of the corresponding securities. If and when the Earnout Shares are released in accordance with this Section 3.03, the Earnout Escrow Agent shall release to each Eligible Company Equityholder its Pro Rata Share of the Aggregate aggregate amount of the Withholding Amount attributable to such Earnout SharesShares that have been released and, if applicable, shall continue to withhold any remaining Withholding Amount that is attributable to such Earnout Shares that have not yet been released until such Earnout Shares are released, in which shares case such remaining Withholding Amount shall be subject released to forfeiture the Eligible Company Equityholders based on their respective Pro Rata Shares. If all or any portion of the Earnout Shares are forfeited to Acquiror in accordance with this Section 3.03, then the following schedule portion of the Withholding Amount attributable to the portion of the Earnout Shares that have been forfeited to Acquiror shall be automatically forfeited to Acquiror without consideration and with no further action required of any person. (such shares, d) The Earnout Shares shall be released and delivered from the “Earnout Shares”):Escrow Account and distributed to or on behalf of the Eligible Company Equityholders upon receipt of the applicable Release Notice by the Earnout Escrow Agent as follows: (i) upon Upon the occurrence of Milestone Triggering Event I, a one-time release of one-half (1/2) of the Aggregate Total Earnout Shares shall be fully vested and no longer subject to forfeitureAmount; (ii) Upon the occurrence of Triggering Event II, a one-time release of one-fourth of the Total Earnout Shares Amount; and (iiiii) upon Upon the occurrence of Milestone Triggering Event IIIII, the remaining a one-half (1/2) time release of one-fourth of the Aggregate Total Earnout Shares shall be fully vested and no longer subject to forfeiture; or (iii) upon the occurrence of a Subsequent Transaction at any time during the Milestone Event Period, all of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeitureAmount. (be) For the avoidance of doubt, (i) the Participating Securityholders Eligible Company Equityholders shall be entitled to be fully vested in the applicable receive Earnout Shares upon the occurrence of each Milestone Event or a Subsequent TransactionTriggering Event; provided provided, however, that each Milestone Triggering Event or a Subsequent Transaction shall only occur once, if at all, and in no event shall the Participating Securityholders Eligible Company Equityholders be entitled to receive more than the Aggregate Earnout Shares; and (ii) to the extent that any Milestone Event or a Subsequent Transaction does not occur in accordance with the terms of this Agreement during the Milestone Event Period, any Total Earnout Shares that would otherwise be fully vested under this Agreement as a result of the occurrence of such Milestone Event shall instead be forfeited and cancelled without the payment of any consideration in respect thereofAmount. (cf) The Pubco Total Earnout Shares Amount and the Acquiror Class A Common Stock price targets set forth in the definitions of Milestone Triggering Event I, Milestone Triggering Event II and Triggering Event III shall be equitably adjusted to reflect the effect of any for (i) stock splitsplits, reverse stock splitsplits, stock dividend (including any dividend or distribution of securities convertible into shares of Pubco Common Stock)dividends, reorganizationreorganizations, recapitalizationrecapitalizations, reclassificationreclassifications, combination, merger, sale or exchange of shares or other like change or transaction with respect to shares of Pubco Acquiror Class A Common Stock occurring on or after the Closing (other than the conversion of the Acquiror Founders Class B Stock into Acquiror Class A Common Stock prior to the Closing) and (ii) as described in the final sentence of this clause (f). To the extent any Exchanged Restricted Stock or Exchanged Restricted Stock Unit is forfeited on or after the Closing, the Total Earnout Shares Amount shall be increased by one Earnout Share for each share of Acquiror Class A Common Stock underlying such forfeited Exchanged Restricted Stock or Exchanged Restricted Stock Unit, and Acquiror shall deposit or cause to be deposited such additional shares into the Earnout Escrow Account. Such additional shares of Acquiror Class A Common Stock deposited in the Earnout Escrow Account shall be made from the authorized but unissued shares of Acquiror Class A Common Stock and shall otherwise be treated as Earnout Shares for all purposes, including under the terms of Earnout Escrow Account. (g) If, during the Earnout Period, there is a Change in Control that results in the holders of Acquiror Class A Common Stock receiving a per share price equal to or in excess of the price targets set forth in the definitions of Triggering Event I, Triggering Event II and Triggering Event III, then immediately prior to the consummation of such Change in Control: (i) any such Triggering Event with a price target less than the per share price received by holders of Acquiror Class A Common Stock that has not previously occurred shall be deemed to have occurred and Acquiror shall cause the Earnout Escrow Agent to release the applicable Earnout Shares with respect to a Triggering Event with a price target less than the per share price received by holders of Acquiror Class A Common Stock to any to the Eligible Company Equityholders; and (ii) all other Triggering Events shall be deemed to have not occurred and all Earnout Shares that would have been released from the Earnout Escrow Account to the Eligible Company Equityholders if such other Triggering Events had occurred shall immediately thereafter be forfeited to Acquiror and canceled and the Eligible Company Equityholders shall not have any rights with respect thereto. (h) The issuance of Earnout Shares shall be treated as an adjustment to the total consideration paid pursuant to the Merger by the parties for Tax purposes, unless otherwise required by applicable Law.

Earnout. (a) Within forty-five (45) days after the end of an Earnout Year, the Purchaser shall deliver to the Seller a statement (the “Earnout Statement”), together with reasonable supporting detail, showing the Purchaser’s good faith calculation for such Earnout Year of the (i) Gross Profit, (ii) Gross Profit Margin Percentage and (iii) resulting Earnout Amount. The Gross Profit and Gross Profit Margin Percentage shall be calculated in accordance with the policies, principles and procedures set forth on Exhibit F. (b) Subject to the Disclosure Limitations, the Seller and its Representatives shall be permitted reasonable access to review and obtain copies of the books and records of the Business and any work papers (subject to customary access letters and confidentiality undertakings) related to the preparation of the Earnout Statement. The Seller and its Representatives may make reasonable inquiries of the Purchaser and its accountants regarding questions or disagreements, and the Purchaser shall, and shall use its reasonable best efforts to cause any such accountants to, cooperate with and respond to such inquiries. At the Closingrequest of the Seller, and as additional consideration for subject to the Company Merger Disclosure Limitations, the Purchaser shall make available its personnel who are knowledgeable about the information contained in, and the preparation of, the Earnout Statement, to the Seller to advise and assist the Seller in its review of the Earnout Statement and any objections or disputes with respect thereto. (c) Within thirty (30) days after delivery of the Earnout Statement to the Seller, if the Seller has any objections to the Earnout Statement, the Seller shall deliver to the Purchaser a statement setting forth its objections thereto (an “Earnout Objections Statement”). Any Earnout Objections Statement shall specify in reasonable detail the nature of any disagreement so asserted, the proposed correct amount for each such item and the resulting Earnout Amount. If an Earnout Objections Statement is not delivered to the Purchaser within thirty (30) days after delivery of the Earnout Statement to the Seller, the Earnout Statement shall be final, binding and non-appealable by the Parties. If an Earnout Objections Statement is properly and timely delivered, the portion of the Earnout Statement not subject to dispute pursuant to the Earnout Objections Statement shall be final, binding and non-appealable by the Parties. At any time during such thirty (30) day period, the Seller may deliver a written notice to the Purchaser stating that it agrees with the Earnout Statement and the Earnout Statement shall thereafter become final, binding and non-appealable by the Parties. The Seller and the Purchaser shall negotiate in good faith to resolve any objections in the Earnout Objections Statement, but if and to the extent they do not reach a final resolution within sixty (60) days after the delivery of the Earnout Objections Statement, the Seller and the Purchaser shall submit, within seventy five (75) days after the delivery of the Earnout Objections Statement, such dispute to the Valuation Firm for resolution. The Valuation Firm shall be instructed by the Seller and the Purchaser to render a determination of the applicable dispute (solely to the extent of such dispute) within thirty (30) days after submission of the matter to the Valuation Firm (or such longer period as mutually agreed in writing by the Purchaser and the Seller), which determination must be in writing and must set forth, in reasonable detail, the basis therefor, and include a certification that it reached such determination in accordance with the definitions as provided in this Agreement and Exhibit F. Any further submissions to the Valuation Firm must be written and delivered to each Party to the dispute. The Valuation Firm shall make a final determination of the Gross Profit, Gross Profit Margin Percentage and resulting Earnout Amount (solely to the extent such amounts or their components are in dispute) in accordance with the guidelines and procedures set forth in this Agreement and Exhibit F. The Valuation Firm shall determine, based solely on presentations by the Purchaser and the Seller and their respective Representatives, and not by independent review, only those issues in dispute specifically set forth on the Earnout Objections Statement, and shall act as an expert and not as an arbitrator. In resolving any disputed item, the Valuation Firm shall (i) be bound by the principles set forth in this Section 2.5 and (ii) not assign a value to any item in dispute that is greater than the greatest value for such disputed item claimed by any Party or less than the smallest value for such disputed item claimed by any Party. The Parties shall reasonably cooperate with the Valuation Firm during the term of its engagement, including by executing a customary engagement letter. Neither the Purchaser, the Seller nor any of their respective Affiliates or Representatives shall have any ex parte conversations or meetings with the Valuation Firm in connection with any dispute submitted by the Purchaser and/or the Seller to the Valuation Firm pursuant to this Section 2.5(c) without the prior consent of the other TransactionsParty. The Valuation Firm’s determination of the Gross Profit, Pubco Gross Profit Margin Percentage and the resulting Earnout Amount with respect to an Earnout Year shall, in each case in the manner contemplated by this Section 2.5, become final and binding on the Parties on the date the Valuation Firm delivers its final resolution in writing to the Seller and the Purchaser, absent manifest error or fraud. The costs and expenses of the Valuation Firm shall issue be allocated between the Purchaser, on the one hand, and the Seller, on the other hand, in the same proportion that (x) the absolute value of the difference between the value of the Earnout Amount asserted by the Purchaser and the value of the Earnout Amount determined by the Valuation Firm bears to (y) the absolute value of the difference between the value of the Earnout Amount asserted by the Seller and the value of the Earnout Amount determined by the Valuation Firm. For example, if the Seller submits an Earnout Objections Statement to the Valuation Firm that states that the Earnout Amount should be $2,000 while the Purchaser asserts in the written presentation to the Valuation Firm that the Earnout Amount should be $1,000, and the Valuation Firm ultimately resolves that the Earnout Amount should be $1,200, then the costs and expenses of the Valuation Firm will be allocated 20% to the Purchaser and 80% to the Seller. (d) Once the Earnout Amount for an Earnout Year has been finally determined in accordance with Section 2.5(c) and such Earnout Amount is not zero, the Purchaser shall no later than eight (8) Business Days following such determination, deliver or cause to be issued delivered to each Participating Securityholder Seller the number of Purchaser Shares payable as the Earnout Stock Consideration for such Participating Securityholder’s Earnout Pro Rata Share Year, provided that if any portion of the Aggregate Earnout Shares, which shares shall be Amount is subject to forfeiture in accordance with a pending claim for indemnification by the following schedule (Purchaser under Section 9.1(a) and Section 9.4(d), such shares, the “Earnout Shares”): (i) upon the occurrence of Milestone Event I, one-half (1/2) portion of the Aggregate Earnout Shares Amount shall only be fully vested paid eight (8) Business Days following the final resolution of such claim and no longer subject only to forfeiture; and (iithe extent not used to offset the amount required to be paid by the Seller under Section 9.1(a) upon the occurrence of Milestone Event II, the remaining one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject with respect to forfeiture; or (iii) upon the occurrence of a Subsequent Transaction at any time during the Milestone Event Period, all of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture. (b) such claim. For the avoidance of doubt, no payment of Purchaser Shares shall be due with respect to an Earnout Year if the Earnout Amount for such Earnout Year is zero. (e) The Parties understand and agree that (i) the Participating Securityholders contingent rights to receive an Earnout Amount shall not be represented by any form of certificate or other instrument, are not transferable, and do not constitute an equity or ownership interest in the Purchaser or any of its Affiliates; (ii) the Seller shall not have any rights as a security-holder of the Purchaser as a result of the Seller’s contingent right to receive any Earnout Amount; and (iii) no interest is payable with respect to any Earnout Amount. (f) Any amount paid pursuant to this Section 2.5 shall be entitled treated for all Tax purposes as additional consideration paid for the Company Shares pursuant to be fully vested in the applicable Earnout Shares upon the occurrence of each Milestone Event or a Subsequent Transaction; provided that each Milestone Event or a Subsequent Transaction shall only occur oncethis Agreement, if at all, and in no event shall the Participating Securityholders be entitled to receive more than the Aggregate Earnout Shares; except (i) for any portion treated as imputed interest and (ii) to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provisions of state, local or foreign Law). (g) Subsequent to the Closing and until the end of FY 2028, the Purchaser shall use its commercially reasonable efforts to maintain and preserve in all material respects the material third-party customer relationships and material Intellectual Property of the Business existing as of the Closing Date (other than expiration of registered Intellectual Property in accordance with their terms). Without limiting the foregoing, (x) during the period from the Closing Date through the final determination of the Earnout Amount for FY 2028, the Purchaser shall maintain the records of the Business in a manner permitting preparation of the Earnout Statements and the Quarterly Gross Profit Statements accurately in all material respects in order to allow for the good faith calculation of the Earnout Amount and its components, including by following the policies, principles and procedures set forth on Exhibit F; (y) during the period from the Closing Date through the end of FY 2028, the Purchaser shall (i) not take any action in bad faith, the primary intent or primary purpose of which is to avoid or reduce the amount of any Earnout Amount, including in bad faith accelerating or delaying the shipping of Specified Products or recognition of any revenues of the Business from one Earnout Year to another or following the end of the last Earnout Year; and (ii) use commercially reasonable efforts to provide reasonably adequate staffing and working capital for the conduct of the Business; and (z) during the period from the Closing Date through the earlier of (i) the payment of the Earnout Amount for FY 2028 or (ii) the final determination that no Earnout Amount is payable for FY 2028, the Purchaser shall not enter into (or permit any Milestone Event Subsidiary of the Purchaser to enter into) any agreement or arrangement that would prevent the Purchaser from paying the Earnout Amount in accordance with this Agreement. (h) The Purchaser shall deliver or cause to be to be delivered to the Seller, within forty-five (45) days after the end of each fiscal quarter of an Earnout Year (other than the last fiscal quarter of such Earnout Year), a Subsequent Transaction does not occur statement (the “Quarterly Gross Profit Statement”) setting forth the Purchaser’s calculation of Gross Profit for such fiscal quarter in reasonable detail, and, subject to the Disclosure Limitations, the Purchaser agrees to promptly provide such supporting documentation as the Seller may reasonably request to review the Purchaser’s calculation of the Gross Profit for such quarter. (i) Any information provided to or obtained by the Seller pursuant to this Section 2.5 shall be deemed to be Confidential Information. (j) The fiscal years of the Business for any Earnout Year and any fiscal quarter of the Business for any Earnout Year shall be based on the 4-4-5 accounting calendar that is used by the Purchaser, including as specified in the definitions of FY 2027 and FY 2028. (k) Seller agrees to distribute the net proceeds of (i) 100% of any Earnout Amount in respect of FY 2027 (including the 2027 Catch-Up Amount, if any) to its members in accordance with the distribution provisions in the Seller’s Organizational Documents and (ii) 50% of any Earnout Amount in respect of FY 2028 (excluding, for avoidance of doubt, the 2027 Catch-Up Amount, if any) to The Resolute Fund IV, L.P. and the other 50% of any Earnout Amount in respect of FY 2028 (excluding, for avoidance of doubt, the 2027 Catch-Up Amount, if any) to Business Employee Equityholders, in each case of this clause (ii), in accordance with the distribution provisions in the Seller’s Organizational Documents. For purposes of the prior sentence, “Seller’s Organizational Documents” means Seller’s Organizational Documents as of the date of this Agreement, as they may be amended to implement the Earnout Arrangement in accordance with the terms of this Agreement during and the Milestone Event Period, any Earnout Shares that would otherwise be fully vested under this Agreement as a result of the occurrence of such Milestone Event shall instead be forfeited and cancelled without the payment of any consideration in respect thereof. (c) The Pubco Common Stock price targets terms set forth in the definitions of Milestone Event I, Milestone Event II shall be equitably adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into shares of Pubco Common Stock), reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change with respect to shares of Pubco Common Stock occurring after the Closing.Exhibit H.

Earnout. (a) At the Closing, and as As additional consideration for the Company Merger and transactions set forth herein: (a) If, on the other Transactions, Pubco shall issue or cause to be issued to each Participating Securityholder such Participating Securityholder’s Earnout Pro Rata Share later of the Aggregate Earnout Shares, which shares shall be subject to forfeiture in accordance with the following schedule (such shares, the “Earnout Shares”): (i) upon the occurrence of Milestone Event IJuly 30, one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; and 2007 or (ii) upon the occurrence of Milestone Event IIdate on which Purchaser exercises the option granted to it by Seller pursuant to the Option Agreement, the remaining one-half Minimum Revenue Trigger has been achieved, Purchaser shall issue shares of Common Stock to Seller no later than ten (1/210) Business Days after Purchaser's receipt of confirmation that Seller accepts the Revenue Trigger Report, subject to the resolution of any dispute pursuant to Section 2.7(c) (the "Earnout Payment Date"), the Earnout Amount. Notwithstanding the foregoing, no fractional shares of Common Stock shall be issued in conjunction with any payment by Purchaser to Seller of the Aggregate Earnout Shares Amount. In lieu of any fractional share to which Seller would otherwise be entitled, Purchaser shall be fully vested and no longer subject pay cash equal to forfeiture; or the product of such fraction multiplied by the price per share of Common Stock based on the ninety- (iii90) upon the occurrence of a Subsequent Transaction at any time during the Milestone Event Period, all day prior average price of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeitureCommon Stock as of April 1, 2007. (b) For Whether the avoidance of doubtMinimum Revenue Trigger has been achieved, and the Annualized First Quarter Revenue, shall be determined by Purchaser within (i) thirty (30) days after the Participating Securityholders shall be entitled to be fully vested in close of the applicable Earnout Shares upon the occurrence second quarter of each Milestone Event 2007 or a Subsequent Transaction; provided that each Milestone Event or a Subsequent Transaction shall only occur once, if at all, and in no event shall the Participating Securityholders be entitled to receive more than the Aggregate Earnout Shares; and (ii) the date on which Purchaser exercises the option granted to it by Seller pursuant to the extent Option Agreement, whichever is later. Copies of Purchaser's report (the "Revenue Trigger Report") setting forth Purchaser's determination of whether the Minimum Revenue Trigger has been achieved, and the Annualized First Quarter Revenue, shall be submitted by Purchaser in writing to Seller and, unless Seller notifies Purchaser within thirty (30) Business Days after receipt of such Revenue Trigger Report that it objects to the computations set forth therein, such Revenue Trigger Report shall be binding and conclusive for the purposes of this Agreement. Following delivery to Seller of the Revenue Trigger Report, Purchaser shall give Seller and its accountants reasonable access to Purchaser's personnel as well as any Milestone Event books, records, work-papers, documents, and reports created or a Subsequent Transaction does not occur prepared by Purchaser in accordance connection with the terms of this Agreement during the Milestone Event Period, any Earnout Shares that would otherwise be fully vested under this Agreement as a result determination of the occurrence Minimum Revenue Trigger and the Annualized First Quarter Revenue and the preparation of such Milestone Event shall instead be forfeited and cancelled without the payment of any consideration corresponding Revenue Trigger Report on reasonable prior notice during regular business hours in respect thereoforder to verify the computations set forth therein. (c) The Pubco Common Stock price targets If Seller disagrees with the computations set forth in the definitions Revenue Trigger Report, Seller may, within thirty (30) days after delivery of Milestone Event Ithe Revenue Trigger Report, Milestone Event II deliver a notice to Purchaser disagreeing with such computation and the basis for its disagreement, and thereafter the parties shall be equitably adjusted in good faith attempt to resolve any dispute, in which event the Revenue Trigger Report and the computations set forth therein, as amended to the extent necessary to reflect the effect resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement resolving the dispute within ten (10) days after notice is given by Seller, the parties shall submit the dispute to the Accountant to review this Agreement and the disputed items or amounts for the purpose of making the appropriate calculations (it being understood that the Accountant shall be functioning as an expert and not as an arbitrator). Promptly, but no later than thirty (30) days, the Accountant shall determine, based solely on written submissions by Purchaser and Seller, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting computations which shall be conclusive and binding on the parties. The Accountant shall have access to such books, records, work-papers and personnel as it shall request. In resolving any stock splitdisputed item, reverse stock splitthe Accountant shall be bound by the provisions of this Section 2.7(c). The fees, stock dividend costs and expenses of the Accountant (including any dividend i) shall be borne by Purchaser if the Accountant determines that the Revenue Trigger has been understated by ten percent (10%) percent or distribution more, but only if the Minimum Revenue Trigger has been met or exceeded and (ii) shall be borne by Seller if the Accountant determines that the Revenue Trigger has not been understated or has been understated by less than ten percent (10 %) percent, regardless of securities convertible into shares of Pubco Common Stock), reorganization, recapitalization, reclassification, combination, merger, sale whether or exchange of shares not the Minimum Revenue Trigger has been met or other like change with respect exceeded. (d) Any issuance pursuant to shares of Pubco Common Stock occurring Section 2.7(c) shall be made within ten (10) Business Days after the Closingdetermination thereof to the applicable party.

Earnout. (a) At the Closing, and as additional consideration for the Company Merger and the other Transactions, Pubco shall issue or cause to be issued to each Participating Securityholder such Participating Securityholder’s Earnout Pro Rata Share of the Aggregate Earnout Shares, which shares shall be subject to forfeiture in accordance with the following schedule (such shares, the “Earnout Shares”): (i) On or prior to sixty (60) days after the end of each of the calendar years ended December 31, 2012 and December 31, 2013, Parent shall prepare and deliver to the Earnout Representative a draft of a statement setting out CY12 EBIT or CY13 EBIT, as applicable (each, an “Earnout Notice”). Each Earnout Notice shall be in a form generally similar to a profit and loss statement with line items for revenue, cost of revenue, general and administrative expense, sales and marketing expense and research and development expense, provided that the Earnout Notice shall only include items included in EBIT. Parent agrees that it will also promptly supply any reasonably requested back up or supporting information to the Earnout Representative relating to the calculation of EBIT at any time prior to the determination of the Final CY13 EBIT; provided, however, that the provision of any such back up or supporting information shall be conditioned upon the occurrence execution of Milestone Event I, one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject a confidentiality agreement in a form reasonably acceptable to forfeiture; andParent. (ii) The Earnout Representative shall have sixty (60) days after Parent’s delivery of an Earnout Notice to make an objection to any item in an Earnout Notice by delivering a written notice of such objection to Parent, describing in reasonable detail the nature of the objection (an “Earnout Notice of Objection”). If the Earnout Representative does not deliver such an Earnout Notice of Objection within such sixty (60) day period, the EBIT provided for in the applicable Earnout Notice shall be final and binding upon the occurrence of Milestone Event IIparties and shall constitute, as applicable, the remaining one-half (1/2) of Final CY12 EBIT or the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; orFinal CY13 EBIT. (iii) If the Earnout Representative shall have delivered an Earnout Notice of Objection with respect to the Earnout Notice in a timely manner, the Earnout Representative and Parent will attempt in good faith to resolve such objection or dispute. If the Earnout Representative and Parent should so agree, a memorandum setting forth such agreement will be prepared and signed by both parties. In the event that the Earnout Representative and Parent cannot come to such an agreement within thirty (30) days (or such longer period as the Earnout Representative and Parent may mutually determine) after the date on which the Earnout Representative delivered the applicable Earnout Notice of Objection, such dispute shall be resolved in the manner set forth in Section 9.7. If the Earnout Representative executes a memorandum with Parent resolving an objection to an Earnout Notice pursuant hereto or a resolution is made pursuant to Section 9.7, then such resolution shall be final, conclusive and binding upon the occurrence parties to this Agreement, the Shareholders and holders of a Subsequent Transaction at any time during Company Options and the Milestone Event PeriodEBIT provided for in such resolution shall constitute, all of as applicable, the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeitureFinal CY12 EBIT or the Final CY13 EBIT. (biv) For Except with the avoidance written consent of doubtParent, (i) no Person may sell, exchange, transfer or otherwise dispose of his, her or its right to receive any portion of the Participating Securityholders Total CY12 Earnout Consideration or the Total CY13 Earnout Consideration, other than by the laws of descent and distribution or succession and any transfer in violation hereof shall be entitled null and void and shall not be recognized by Parent. (v) Following the Closing, any and all decisions with respect to any aspect of the operation of the business of Parent and its Subsidiaries, including the Surviving Corporation or any of its Subsidiaries and including matters directly or indirectly related to the amount of EBIT, shall be fully vested made by Parent in its sole discretion without any express or implied obligation. Notwithstanding the applicable foregoing: A. Parent shall not take any action not otherwise justified for good faith business reasons which has the effect of reducing the earning or payment of the Total CY12 Earnout Shares upon Consideration or the occurrence Total CY13 Earnout Consideration; and B. The Earnout Representative and the most senior executive of each Milestone Event or Parent’s EA Interactive division shall, during the period commencing with the Effective Time and ending on December 28, 2013, meet at least once every 90 days to discuss in good faith potential synergy opportunities with regard to the business of PopCap Studio and the other business conducted by Parent. To the extent that a Subsequent Transactionmaterial synergy opportunity is identified in such meetings and the pursuit of such opportunity is commercially reasonable both to PopCap Studio and to Parent, then Parent shall provide commercially reasonable cooperation to seek to realize such synergy opportunities; provided provided, however, that each Milestone Event or a Subsequent Transaction Parent shall only occur once, if at all, and in no event shall the Participating Securityholders not be entitled required to receive more than the Aggregate Earnout Shares; and (ii) take any action pursuant to this Section 1.6(e)(v)B to the extent that any Milestone Event or a Subsequent Transaction the Earnout Representative does not occur agree in accordance with writing (which agreement may be by email to the terms most senior executive of this Agreement during the Milestone Event PeriodParent’s EA Interactive division, but in any Earnout Shares that would otherwise event must reference intent to be fully vested binding under this Agreement as a result Agreement) that the Costs thereof are Company Costs, to the extent such Costs are subject to clause (iii) of the occurrence definition of such Milestone Event shall instead be forfeited and cancelled without the payment of any consideration in respect thereofCompany Costs. (cvi) The Pubco Common Stock price targets set forth Shareholders and holders of Company Options, by adopting this Agreement, irrevocably appoint the Earnout Representative as their agent and attorney-in-fact to act on behalf of each of the Shareholders and holders of Company Options, in connection with and to facilitate the definitions consummation of Milestone Event Ithe transactions contemplated hereby, Milestone Event II which shall be equitably adjusted include the power and authority for purposes of this Section 1.6(e): A. to reflect give and receive notices and communications, B. to negotiate matters concerning EBIT and its calculation with the effect of any stock splitParent Designee, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into shares of Pubco Common Stock), reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change C. to review and determine EBIT and to cooperate and work with respect to shares of Pubco Common Stock occurring after the Closing.Parent regarding such review and determination,

Earnout. (a) At Not later than 90 days following the Closinglast day of the Earnout Period, and as additional consideration for the Company Merger and the other Transactions, Pubco Purchaser shall issue deliver or cause to be issued delivered to Seller a written statement setting forth Purchaser’s good faith determination of Gross Profit and the resulting Earnout Amount (the “Earnout Statement”). The calculations of Gross Profit and the Earnout Amount shall each Participating Securityholder such Participating Securityholder’s Earnout Pro Rata Share of the Aggregate Earnout Shares, which shares shall be subject to forfeiture determined in accordance with the following schedule (such sharesdefinitions set forth in this Agreement. After delivery of the Earnout Statement, the “Purchaser shall give the Seller and its representatives reasonable access to review the Purchaser’s and the Company’s and the Operating Company’s books and records and work papers related to the preparation of or relevant to the determination of Gross Profit and the Earnout Shares”): (i) upon the occurrence of Milestone Event I, one-half (1/2) Amount. The Seller and its representatives may make inquiries of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; and (ii) upon the occurrence of Milestone Event IIPurchaser, the remaining one-half (1/2) Company and their respective accountants regarding questions concerning or disagreements with the Earnout Statement arising in the course of its review thereof, and the Aggregate Earnout Shares Purchaser shall be fully vested use its, and no longer subject shall cause the Company to forfeiture; or (iii) upon the occurrence of a Subsequent Transaction at use its, commercially reasonable efforts to cause any time during the Milestone Event Period, all of the Aggregate Earnout Shares shall be fully vested such accountants to cooperate with and no longer subject respond to forfeituresuch inquiries. (b) For If the avoidance Seller has any objections to the Earnout Statement, the Seller shall deliver to the Purchaser a written statement setting forth its objections thereto not later than 30 days after delivery of doubtthe Earnout Statement by Purchaser (an “Earnout Objections Statement”). If the Purchaser fails to timely deliver the Earnout Statement in accordance with Section 1.6(a), then the Seller may prepare and deliver to Purchaser a draft Earnout Statement (ithe “Seller Earnout Statement”) that is deemed to be the Participating Securityholders Earnout Statement for purposes hereof and, in such event, the provisions hereof shall apply, mutatis mutandis, to the Purchaser’s review of such Earnout Statement. If an Earnout Objections Statement is not delivered to the Purchaser, the Earnout Statement delivered by Purchaser shall be entitled final, binding and non- appealable by the parties hereto. If Seller delivers a Seller Earnout Statement to Purchaser to which Purchaser has any objections, Purchaser shall deliver to Seller a written statement setting forth its objections thereto not later than 30 days after delivery of the Seller Earnout Statement. (c) If the Seller shall timely deliver an Earnout Objections Statement or if Purchaser shall timely deliver a written objection to a Seller Earnout Statement, Seller and the Purchaser shall negotiate in good faith to resolve any such objections, but if they do not reach a final resolution within 30 days after the delivery of the Earnout Objections Statement or Purchaser’s statement of objection to a Seller Earnout Statement, the Seller and the Purchaser shall submit such dispute to the Dispute Resolution Firm. Any submissions to the Dispute Resolution Firm must be fully vested written and delivered to each party to the dispute and neither the Purchaser or the Seller nor any of their respective representatives shall have any ex parte communications or meetings with the Dispute Resolution Firm regarding the subject matter hereof without the other party’s prior written consent. The Dispute Resolution Firm shall consider only those items and amounts which are identified in the applicable Earnout Shares upon Objections Statement and which are not resolved in writing by the occurrence Seller and the Purchaser prior to submission to the Dispute Resolution Firm. The Dispute Resolution Firm’s determination will be based solely on the provisions of each Milestone Event or this Agreement, including Schedule 1.6 and will be limited to whether the determination of Gross Profit and the resulting Earnout Amount were made in a Subsequent Transaction; provided that each Milestone Event or a Subsequent Transaction manner consistent with this Agreement, including Schedule 1.6 and the definitions contained in this Agreement. The Seller and the Purchaser shall only occur once, if at all, use their commercially reasonable efforts to cause the Dispute Resolution Firm to resolve all disagreements as soon as practicable and in no any event shall within 30 days after the Participating Securityholders be entitled to receive more than the Aggregate Earnout Shares; and (ii) submission of any dispute to the extent that any Milestone Event or a Subsequent Transaction does Dispute Resolution Firm. The Dispute Resolution Firm shall act as an expert and not occur as an arbitrator. Further, the Dispute Resolution Firm’s determination shall be based solely on the written presentations by the Purchaser and the Seller which are in accordance with the terms of and procedures set forth in this Agreement (i.e., not on the basis of an independent review or investigation). In resolving any disputed item, the Dispute Resolution Firm shall not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The resolution of the dispute by the Dispute Resolution Firm shall be final, binding and non-appealable on the parties hereto, absent manifest mathematical error. The costs and expenses of the Dispute Resolution Firm shall be allocated based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party in the presentation to the Dispute Resolution Firm. For example, if the Seller submits an Earnout Objections Statement for $1,000, and if the Purchaser contests only $500 of the amount claimed by the Seller, and if the Dispute Resolution Firm ultimately resolves the dispute by awarding the Seller $300 of the $500 contested, then the costs and expenses of the Dispute Resolution Firm will be allocated 60% (i.e., 300/500) to the Purchaser and 40% (i.e., 200/500) to the Seller. (d) Not later than 15 calendar days following the date on which the Earnout Amount becomes final pursuant to Section 1.6(a), Section 1.6(c), or otherwise by a writing signed by each of Purchaser and Seller, Purchaser shall pay to Seller such Earnout Amount (such date, the “Earnout Payment Date”), if any, by wire transfer of immediately available funds to an account or accounts designated in writing by the Seller; provided, that the portion of such Earnout Amount constituting Option Proceeds (as determined solely based on the Payment Spreadsheet) and the Employer Tax Amount shall be delivered by Purchaser to the Company or its applicable Subsidiary, which shall pay such Option Proceeds to such Optionholders in accordance with the Payment Spreadsheet, less any applicable withholding Taxes, through its payroll system promptly following the Earnout Payment Date but in any event not later than the next normal payroll date of the Company that follows the Earnout Payment Date and deliver the Employer Tax Amount to the appropriate Governmental Authority. In the event that the Earnout Amount is not paid to, or as directed by Seller, on or prior to the Earnout Payment Date, then the Earnout Amount shall accrue interest at a rate of 10% per annum from the last day of the Earnout Period until the date of payment. (e) From and after the Closing and through the Earnout Period, Purchaser will, and will cause each of its Affiliates (including the Company) to, act in good faith with respect to this Section 1.6, and will not act or fail to act with the primary purpose of avoiding payment or reducing the Gross Profit or the Earnout Amount, provided, that, other than with respect to the obligations of the Purchaser set forth in this Section 1.6, Purchaser shall be permitted to conduct the Flushing Business following the Closing in its good faith discretion; provided, however, that, during the Milestone Event Earnout Period, Purchaser shall use commercially reasonable efforts to continue to operate the Flushing Business, including by (i) maintaining the name “Purge Rite” (or derivative thereof) as a component of any rebranding of the Company or Operating Company or services they provide, and (ii) providing or causing the Company to provide sufficient personnel and managerial support, consistent with the conduct (as understood by Purchaser) of the Flushing Business as it was conducted on or prior to the Closing Date. Purchaser agrees that, during the Earnout Shares Period, Purchaser shall not outsource components of the Flushing Business currently provided by the Company or the Operating Company to any third-party (such as re-rent equipment or water-haul off or treatment) unless and to the extent that the revenue generated from such components is taken into account in the calculation of Gross Profit. Purchaser shall cause the Company to maintain a financial record keeping system that enables Purchaser and the Company to separately account for the components of Gross Profit. Prior to the end of the Earnout Period, except in connection with a sale or transfer covered under Section 1.6(f) or as Purchaser and Seller may otherwise agree in writing, Purchaser shall not, and Purchaser shall cause the Company and the Operating Company and each of their respective officers, managers and employees not to (A) sell, assign, transfer, convey, lease or otherwise dispose of any material assets, Contracts, properties or business of the Company or the Operating Company other than in the Ordinary Course of Business or (B) transfer any material Contracts or divert any business or arrangements relating to the Flushing Business from the Company or the Operating Company, in each case, in a manner that would otherwise likely reduce Gross Profit; provided however, nothing herein shall be fully vested under deemed to restrict or limit the ability of Purchaser and its affiliates from continuing to provide services on the projects set forth on Schedule 11.1(c). (f) If, prior to the end of the Earnout Period, Purchaser sells or transfers (x) (by stock sale, merger or otherwise) a majority of the equity interests of the Company or the Operating Company to any Person or (y) all or substantially all of the assets of the Operating Company are sold or transferred to any Person (other than an Affiliate of Purchaser), then Purchaser shall pay by wire transfer of immediately available funds the maximum Earnout Amount, to the extent not already paid, promptly (and in no event later than one Business Day) after the closing of such transaction to an account or accounts designated in writing by the Seller; provided, that the portion of such Earnout Amount constituting Option Proceeds (as determined solely based on the Payment Spreadsheet) and the Employer Tax Amount shall be delivered by Purchaser to the Company or its applicable Subsidiary, which shall pay such Option Proceeds to such Optionholders in accordance with the Payment Spreadsheet, less any applicable withholding Taxes, through its payroll system promptly following the due date for such payment pursuant to this Agreement Section 1.6(f) but in any event not later than the next normal payroll date of the Company that follows such date and deliver the Employer Tax Amount to the appropriate Governmental Authority. (g) Purchaser agrees to deliver to Seller its then-current good faith calculation of the Gross Profit (including reasonable support for such calculation) no later than 30 calendar days following the last day of each calendar quarter ending prior to the quarter in which the last day of the Earnout Period occurs. (h) Seller understands and agrees that (i) the rights to receive any amount pursuant to this Section 1.6 shall not be represented by any form of certificate or other instrument, are not transferable, and do not constitute an equity or ownership interest in Purchaser or the Company and (ii) Seller shall not have any rights as a securityholder (including, dividend rights, voting rights, liquidation rights, preemptive rights or other rights common to holders of capital stock) of Purchaser or the Company as a result of the occurrence of such Milestone Event shall instead be forfeited and cancelled without the payment of Seller’s right to receive any consideration in respect thereofamount hereunder. (ci) The Pubco Common Stock price targets Seller acknowledges that upon and following the Closing (i) there is no assurance that the Seller will earn and be entitled to any specific payment under this Section 1.6, and Purchaser has not promised or projected any such payments, nor is Purchaser obligated to operate the Company and the Flushing Business in order to maximize any such payment, (ii) Purchaser does not owe any fiduciary or other duty to Seller with respect to Seller earning such additional payments, except for those agreements set forth in this Section 1.6, (iii) Purchaser and Seller solely intend that the definitions express provisions of Milestone Event I, Milestone Event II this Agreement shall be equitably adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into shares of Pubco Common Stock), reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change govern their contractual relationship with respect to shares such potential additional Purchase Price amounts or Earnout Amount and (iv) subject to the express terms of Pubco Common Stock occurring after this Agreement, subsequent to the Closing, Purchaser shall have sole discretion with regard to all matters relating to the operation of the Company and the Flushing Business. (j) Purchaser shall be entitled to set off, recoup and deduct the amount of any liability or obligation of Seller to Purchaser under Section 10.1(i) against and from the Earnout Amount, if any, provided, that, in no event shall any such set off, recoupment or deduction result in an obligation of Seller to pay Purchaser any negative amount resulting from the reduction of the Earnout Amount, if any, by the amount of such liability or obligation pursuant to Section 10.1(i). Purchaser shall include the amount by which it intends to reduce the Earnout Amount in its Earnout Statement.

Earnout. (a) At Subject to the Closingterms and conditions of this Section 1.5, and as the Sellers shall be entitled to additional consideration for the Company Merger and Shares if the other Transactions, Pubco shall issue or cause to be issued to each Participating Securityholder such Participating Securityholder’s Earnout Pro Rata Share of the Aggregate Earnout Shares, which shares shall be subject to forfeiture in accordance with the following schedule (such shares, the “Earnout Shares”):Purchaser meets certain EBITDA targets as set forth below: (i) upon For the occurrence of Milestone Event I2017 Earnout Period, one-half (1/2) the Purchaser shall pay to the Sellers the amount of the Aggregate Guaranteed Earnout Shares as set forth on Exhibit B for the 2017 Earnout Period; provided, however, if the actual EBITDA amount of the Company during the 2017 Earnout Period is equal to or greater than the EBITDA Floor (as set forth on Exhibit B for the 2017 Earnout Period), then the Purchasers shall be fully vested and no longer subject pay to forfeiturethe Sellers’ Representative (on behalf of the Sellers) an amount equal to the sum of (x) the amount of the Guaranteed Earnout (as set forth on Exhibit B for the 2017 Earnout Period) plus (y) the amount of the Variable Earnout (as set forth on Exhibit B for the 2017 Earnout Period); andprovided, further, that if the actual EBITDA of the Company for the 2017 Earnout Period is equal to or greater than the Target EBITDA (as set forth on Exhibit B for the 2017 Earnout Period), then the Purchaser shall pay to the Sellers’ Representative (on behalf of the Sellers) an amount equal to the sum of (x) the amount of the Guaranteed Earnout (as set forth on Exhibit B for the 2017 Earnout Period) plus (y) the amount of the Variable Earnout (as set forth on Exhibit B for the 2017 Earnout Period), plus (z) 60% of the amount in excess of the Target EBITDA (as set forth on Exhibit B for the 2017 Earnout Period). (ii) upon For the occurrence of Milestone Event II2018 Earnout Period, the remaining one-half (1/2) Purchaser shall pay to the Sellers the amount of the Aggregate Guaranteed Earnout Shares as set forth on Exhibit B for the 2018 Earnout Period; provided, however, if the actual EBITDA amount of the Company during the 2018 Earnout Period is equal to or greater than the EBITDA Floor (as set forth on Exhibit B for the 2018 Earnout Period), then the Purchasers shall be fully vested and no longer subject pay to forfeiturethe Sellers’ Representative (on behalf of the Sellers) an amount equal to the sum of (x) the amount of the Guaranteed Earnout (as set forth on Exhibit B for the 2018 Earnout Period) plus (y) the amount of the Variable Earnout (as set forth on Exhibit B for the 2018 Earnout Period); orprovided, further, that if the actual EBITDA of the Company for the 2018 Earnout Period is equal to or greater than the Target EBITDA (as set forth on Exhibit B for the 2018 Earnout Period), then the Purchaser shall pay to the Sellers’ Representative (on behalf of the Sellers) an amount equal to the sum of (x) the amount of the Guaranteed Earnout (as set forth on Exhibit B for the 2018 Earnout Period) plus (y) the amount of the Variable Earnout (as set forth on Exhibit B for the 2018 Earnout Period), plus (z) 60% of the amount in excess of the Target EBITDA (as set forth on Exhibit B for the 2018 Earnout Period). (iii) upon For the occurrence 2019 Earnout Period, the Purchaser shall pay to the Sellers the amount of a Subsequent Transaction at any time the Guaranteed Earnout as set forth on Exhibit B for the 2019 Earnout Period; provided, however, if the actual EBITDA amount of the Company during the Milestone Event 2019 Earnout Period is equal to or greater than the EBITDA Floor (as set forth on Exhibit B for the 2019 Earnout Period), all then the Purchasers shall pay to the Sellers’ Representative (on behalf of the Aggregate Sellers) an amount equal to the sum of (x) the amount of the Guaranteed Earnout Shares (as set forth on Exhibit B for the 2019 Earnout Period) plus (y) the amount of the Variable Earnout (as set forth on Exhibit B for the 2019 Earnout Period); provided, further, that if the actual EBITDA of the Company for the 2019 Earnout Period is equal to or greater than the Target EBITDA (as set forth on Exhibit B for the 2019 Earnout Period), then the Purchaser shall be fully vested and no longer subject pay to forfeiturethe Sellers’ Representative (on behalf of the Sellers) an amount equal to the sum of (x) the amount of the Guaranteed Earnout (as set forth on Exhibit B for the 2019 Earnout Period) plus (y) the amount of the Variable Earnout (as set forth on Exhibit B for the 2019 Earnout Period), plus (z) 60% of the amount in excess of the Target EBITDA (as set forth on Exhibit B for the 2019 Earnout Period). (b) All payments due and payable by the Purchaser to the Sellers pursuant to this Section 1.5 shall be paid to the Sellers’ Representative (on behalf of the Sellers) by wire transfer within ninety (90) days after the end of the 2017 Earnout Period, 2018 Earnout Period and 2019 Earnout Period, respectively. The Sellers’ Representative shall distribute to each Seller an amount of any received Earnout Consideration equal to the product of (A) such Seller’s Equity Ownership Percentage multiplied by (B) the Earnout Consideration received from the Purchaser. (c) The obligations of the Purchaser pursuant to this Section 1.5 are subject to (i) that certain Subordination Agreements dated as of the date hereof by and among the Company, the Purchaser, the Sellers, and each of the Lenders, respectively (the “Subordination Agreements”) and (ii) the Purchaser’s right of set off pursuant to Section 8.7 hereof in order to secure the Sellers’ indemnification obligations under Article VIII (Indemnification). (d) Notwithstanding anything to the contrary contained herein, no Seller shall be entitled to any Earnout Consideration for any upcoming Earnout Period (and the Purchaser shall have no obligation to pay any such Earnout Consideration) pursuant to this Section 1.5 if both Employee Shareholders’ employment or consulting relationships with the Company are terminated (i) by the Purchaser for Cause or (ii) by such Seller without Good Reason; provided, however, that upon the termination of both Employee Shareholders, ▇▇▇▇▇▇ ▇▇▇▇▇ shall enter into an employment arrangement with the Company on terms no less favorable than the employment terms of each Employee Shareholder immediately prior to such Employee Shareholder’s termination in order to maintain the Sellers’ rights to the Earnout Consideration; provided, further, that, upon a Change in Control, the Earnout Consideration shall accelerate in accordance with the terms and conditions of Section 1.5(f). For the avoidance of doubt, any Seller whose employment or consulting arrangement with the Company is terminated shall still be entitled to Earnout Consideration so long as any of the Sellers are still in an employment or consulting relationship with the Company at the time such Earnout Consideration is payable in accordance with this Section 1.5. (e) Sellers and Purchaser shall mutually agree on a business plan for the Company through the Fiscal Year-Ended 2019 (the “Business Plan”) to be implemented by the Purchaser and Sellers (as employees of Purchaser). (f) Subject to the continued employment or consulting relationship of at least one (1) Seller as set forth in Section 1.5(d), upon a Change in Control the Earnout Consideration shall accelerate as follows: (i) if the Participating Securityholders shall be entitled Change in Control occurs on or prior to be fully vested in the applicable end of the 2017 Earnout Shares Period, the Earnout Consideration due and payable upon the occurrence consummation of each Milestone Event or a Subsequent Transaction; provided that each Milestone Event or a Subsequent Transaction the Change in Control transaction shall only occur once, if at all, and in no event shall the Participating Securityholders be entitled to receive more than the Aggregate Earnout Shares; and equal $1,791,204; (ii) if the Change in Control occurs after the end of the 2017 Earnout Period and on or prior to the extent that any Milestone Event or a Subsequent Transaction does not occur in accordance with end of the terms of this Agreement during the Milestone Event 2018 Earnout Period, any the Earnout Shares that would otherwise be fully vested under this Agreement as a result Consideration due and payable upon the consummation of the occurrence of such Milestone Event Change in Control transaction shall instead be forfeited and cancelled without equal $1,337,996 in addition to the payment of any consideration in respect thereof.Earnout Consideration already paid for the 2017 Earnout Period; and (ciii) The Pubco Common Stock price targets set forth if the Change in the definitions of Milestone Event I, Milestone Event II shall be equitably adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into shares of Pubco Common Stock), reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change with respect to shares of Pubco Common Stock occurring Control occurs after the Closingend of the 2018 Earnout Period and on or prior to the end of the 2019 Earnout Period, the Earnout Consideration due and payable upon the consummation of the Change in Control transaction shall equal $736,364 in addition to the Earnout Consideration paid for the 2017 and 2018 Earnout Periods.

Earnout. (a) At In addition to the PubCo Ordinary Shares issued pursuant to Section 4.2, 4.3 and 4.4 above, at the Closing, and as 6,000,000 additional consideration for the Company Merger and the other Transactions, Pubco shall issue or cause to be issued to each Participating Securityholder such Participating Securityholder’s Earnout Pro Rata Share of the Aggregate Earnout Shares, which shares shall be subject to forfeiture in accordance with the following schedule PubCo Class B Ordinary Shares (such shares, the “Earnout Shares”): ), will be placed in an escrow account with Trustee (ithe “Earnout Escrow Account” and such Earnout Shares placed in the Earnout Escrow Account, the “Escrowed Earnout Shares”) upon for the occurrence benefit of Milestone Event Icertain Persons selected at the Company’s discretion (the “Earnout Shareholders”) pursuant to an Escrow Agreement between PubCo, one-half Trustee and the Principal Shareholder, as the representative of the Earnout Shareholders (1/2the “Earnout Escrow Agreement”) in form and substance reasonably satisfactory to the parties thereto; provided, that the Principal Shareholder shall only be a party to the Earnout Escrow Agreement in its capacity as the representative of the Earnout Shareholders if duly appointed by the Earnout Shareholders. Each Earnout Shareholder shall be shown as the registered owner of its, his, or her respective pro rata portion (as determined in the Company’s discretion) of the Aggregate Escrowed Earnout Shares on the books and records of PubCo (in respect of each Earnout Shareholder, its, his, or her, “Pro Rata Portion”), and shall be fully vested entitled to exercise voting rights and no longer subject all share rights with respect to forfeiture; and (ii) upon the occurrence of Milestone Event II, the remaining one-half (1/2) of the Aggregate such Escrowed Earnout Shares shall be fully vested and no longer subject to forfeiture; or (iii) upon the occurrence of a Subsequent Transaction at any time during the Milestone Event Period, all of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeitureShares. (b) Subject to adjustment pursuant to Section 4.6(d) below, the Earnout Shareholders shall have the right to receive their Pro Rata Portion of the Escrowed Earnout Shares after the Closing Date as follows: (i) the Pro Rata Portion of 3,000,000 Earnout Shares (collectively, the “2024 Earnout Shares”) will be issued and delivered by PubCo to each Earnout Shareholder within five (5) Business Days following the date of filing of an annual report on Form 20-F or 10-K, whichever is applicable, by PubCo with the SEC containing an audited report issued by the independent auditor of PubCo for PubCo’s audited consolidated annual financial statements for the fiscal year ending September 30, 2024 prepared in accordance with U.S. GAAP (the “PubCo 2024 Audited Financials”), if and only if, such PubCo 2024 Audited Financials reflect consolidated revenue in excess of RMB 436,000,000.00 during fiscal year 2024; (ii) subject to clause (iii) below, the Pro Rata Portion of 3,000,000 Earnout Shares (collectively, the “2025 Earnout Shares”) will be issued and delivered by PubCo to each Earnout Shareholder within five (5) Business Days following the date of filing of an annual report on Form 20-F or 10-K, whichever is applicable, by PubCo with the SEC containing an audited report issued by the independent auditor of PubCo for the PubCo’s audited consolidated annual financial statements for the fiscal year ending September 30, 2025 prepared in accordance with U.S. GAAP (the “PubCo 2025 Audited Financials”), if and only if, such PubCo 2025 Audited Financials reflect consolidated revenue in excess of RMB 583,000,000.00 during fiscal year 2025; and (iii) if the PubCo 2024 Audited Financials do not reflect consolidated revenue in excess of RMB 436,000,000.00 during fiscal year 2024, but the total consolidated revenue reflected by the PubCo 2024 Audited Financials and the PubCo 2025 Audited Financials is in excess of RMB 1,019,000,000.00 during fiscal year 2025, the Pro Rata Portion of 6,000,000 Earnout Shares will be issued and delivered by PubCo to each Earnout Shareholder within five (5) Business Days following the date of filing of the PubCo 2025 Audited Financials. For the avoidance of doubt, (iand subject to adjustment pursuant to Section 4.6(d) below, the Participating Securityholders shall be entitled to be fully vested in the applicable maximum aggregate number of Earnout Shares upon the occurrence of each Milestone Event or a Subsequent Transaction; provided that each Milestone Event or a Subsequent Transaction available to Company Shareholders pursuant to this Section 4.6 shall only occur once, if at all, and in no event shall the Participating Securityholders be entitled to receive more than the Aggregate Earnout Shares; and (ii) to the extent that any Milestone Event or a Subsequent Transaction does not occur in accordance with the terms of this Agreement during the Milestone Event Period, any Earnout Shares that would otherwise be fully vested under this Agreement as a result of the occurrence of such Milestone Event shall instead be forfeited and cancelled without the payment of any consideration in respect thereofexceed 6,000,000. (c) The Pubco Common Stock price targets set forth Any Escrowed Earnout Shares remaining in the definitions Earnout Escrow Account following the Final Earnout Release Date, will be surrendered back to PubCo without consideration by the Earnout Shareholders execution of Milestone Event Ian irrevocable surrender of shares. The Principal Shareholder, Milestone Event II in its capacity as the representative of the Earnout Shareholders, on behalf of the Earnout Shareholders, shall instruct Trustee to unconditionally release the surrendered portion of such Escrowed Earnout Shares from the Earnout Escrow Account to PubCo, and PubCo shall cancel such surrendered portion of such Escrowed Earnout Shares in accordance with the Earnout Escrow Agreement. (d) The applicable number of Earnout Shares, if any, shall be equitably adjusted subject to reflect equitable adjustment for share splits, share dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into shares of Pubco Common Stock), reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change with respect to shares of Pubco Common Stock occurring PubCo Ordinary Shares after the ClosingClosing and prior to the Earnout Release Date.

Earnout. (a) At the Closing, and as additional consideration for the Company Merger and the other Transactions, Pubco Parent shall issue or cause to be issued to each Participating Securityholder such Participating Securityholder’s Earnout Pro Rata Share of the Aggregate Earnout Shares, which shares shall be subject to forfeiture in accordance with the following schedule (such shares, the “Earnout Shares”): (i) upon the occurrence of Milestone Event I, one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; and (ii) upon the occurrence of Milestone Event II, the remaining one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; or (iii) upon the occurrence of a Subsequent Transaction at any time during the Milestone Event Period, all of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture. (b) For the avoidance of doubt, (i) the Participating Securityholders shall be entitled to be fully vested in the applicable Earnout Shares upon the occurrence of each Milestone Event or a Subsequent Transaction; provided that each Milestone Event or a Subsequent Transaction shall only occur once, if at all, and in no event shall the Participating Securityholders be entitled to receive more than the Aggregate Earnout Shares; and (ii) to the extent that any Milestone Event or a Subsequent Transaction does not occur in accordance with the terms of this Agreement during the Milestone Event Period, any Earnout Shares that would otherwise be fully vested under this Agreement as a result of the occurrence of such Milestone Event shall instead be forfeited and cancelled without the payment of any consideration in respect thereof. (c) The Pubco Parent Common Stock price targets set forth in the definitions of Milestone Event I, Milestone Event II shall be equitably adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into shares of Pubco Parent Common Stock), reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change with respect to shares of Pubco Parent Common Stock occurring after the Closing.

Earnout. (a) At Subject to the Closingterms and conditions of this SECTION 3.5, and as additional consideration for the Company Merger and the other Transactions, Pubco shall issue or cause to be issued to each Participating Securityholder such Participating Securityholder’s Earnout Pro Rata Share of the Aggregate Earnout Shares, which shares Purchase Price shall be subject increased by an amount equal to forfeiture ten times the Incremental 2007 Adjusted EBITDA but in accordance with no event shall the following schedule aggregate Purchase Price (such shares, the “Earnout Shares”): (iincluding any earnout payment payment) upon the occurrence of Milestone Event I, one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; and (ii) upon the occurrence of Milestone Event II, the remaining one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; or (iii) upon the occurrence of a Subsequent Transaction at any time during the Milestone Event Period, all of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeitureexceed $24,500,000. (b) For No later than April 30, 2008 Buyer shall prepare or cause to be prepared a consolidated statement of income of the avoidance Company for the year ended December 31, 2007 together with a calculation of doubtIncremental 2007 Adjusted EBITDA for such year (the "EARNOUT EBITDA CALCULATION"). (c) Sellers will have a period of thirty (30) days following the delivery of the Earnout EBITDA Calculation to notify Buyer of any disagreements with the Earnout EBITDA Calculation. Any such notice shall be accompanied by supporting documentation containing reasonable detail. Failure to notify Buyer within such 30-day period shall be deemed acceptance of the Earnout EBITDA Calculation. In the event Sellers timely notify Buyer of any disagreement, the parties agree that each of them will attempt in good faith to resolve such disagreement. If within 30 days after delivery to Buyer of the notification by Sellers of a disagreement the parties are unable to resolve such disagreement, either Sellers, on the one hand, or Buyer, on the other hand, shall have the right to submit the determination to the Independent Auditor, whose decision shall be binding on the parties. The cost of the Independent Auditor shall be paid by the party whose estimate of the disputed amount differs most greatly from the determination of the Independent Auditor. (i) Up to and including the Participating Securityholders first $2,000,000 (the "Other Escrow") of any cash payment to be made as a result of the Company's achievement of the Incremental 2007 Adjusted EBITDA shall be entitled paid by Buyer within five (5) Business Days of the final determination of Incremental 2007 Adjusted EBITDA by wire transfer of immediately available funds to the Escrow Agent to be fully vested in the applicable Earnout Shares upon the occurrence of each Milestone Event or a Subsequent Transaction; provided that each Milestone Event or a Subsequent Transaction shall only occur once, if at all, held and in no event shall the Participating Securityholders be entitled to receive more than the Aggregate Earnout Shares; and (ii) to the extent that any Milestone Event or a Subsequent Transaction does not occur disbursed in accordance with the terms and conditions of this Agreement during the Milestone Event Period, any Earnout Shares that would otherwise Escrow Agreement. (ii) Any portion of a cash payment to be fully vested under this Agreement made as a result of the occurrence Company's achievement of the Incremental 2007 Adjusted EBITDA in excess of $2,000,000 shall be paid by Buyer within five (5) Business Days of the final determination of Incremental 2007 Adjusted EBITDA by wire transfer of immediately available funds to the account designated by Sellers at least three (3) Business Days prior to the date such Milestone Event shall instead be forfeited and cancelled without the payment of any consideration in respect thereofis made. (ciii) The Pubco Common Stock price targets set forth in In the definitions event that such cash payment to be made by Buyer to the Escrow Agent is less than $2,000,000, then any shortfall of Milestone Event I, Milestone Event II such $2,000,000 shall be equitably adjusted contributed within five (5) Business Days of the final determination of Incremental 2007 Adjusted EBITDA by wire transfer of immediately available funds to reflect the effect Escrow Agent from (x) the Escrow Amount, if, and only if, all claims under Section 9.2 hereof have been fully satisfied by Sellers pursuant to a settlement agreement with Buyer or a judgment rendered by a court of competent jurisdiction (having exhausted all appeals) and/or (y) the Sellers (jointly and severally) so that the total Other Escrow amount held by the Escrow Agent equals an aggregate of $2,000,000. (e) No later than April 30, 2009 Buyer shall prepare or cause to be prepared a consolidated statement of income of the Company for the year ended December 31, 2008 together with a calculation of the 2008 contract staffing gross profit for such year (the "2008 CONTRACT STAFFING GROSS PROFIT CALCULATION"). (f) Sellers will have a period of thirty (30) days following the delivery of the 2008 Contract Staffing Gross Profit Calculation to notify Buyer of any stock splitdisagreements with the 2008 Contract Staffing Gross Profit Calculation. Any such notice shall be accompanied by supporting documentation containing reasonable detail. Failure to notify Buyer within such 30-day period shall be deemed acceptance of the 2008 Contract Staffing Gross Profit Calculation. In the event Sellers timely notify Buyer of any disagreement, reverse stock splitthe parties agree that each of them will attempt in good faith to resolve such disagreement. If within 30 days after delivery to Buyer of the notification by Sellers of a disagreement the parties are unable to resolve such disagreement, stock dividend either Sellers, on the one hand, or Buyer, on the other hand, shall have the right to submit the determination to the Independent Auditor, whose decision shall be binding on the parties. The cost of the Independent Auditor shall be paid by the party whose estimate of the disputed amount differs most greatly from the determination of the Independent Auditor. (including g) If the 2008 Contract Staffing Gross Profit Calculation yields a gross profit of $4,900,000 or more, then Buyer and Sellers shall, within five (5) Business Days of the final determination of 2008 Contract Staffing Gross Profit Calculation, deliver a joint written instruction letter to the Escrow Agent instructing the Escrow Agent to disburse the Other Escrow Amount ($2,000,000) to the Sellers by wire transfer of immediately available funds to an account designated by Sellers in such instruction letter. (h) If, on the other hand, the 2008 Contract Staffing Gross Profit Calculation is less than $4,900,000, then Buyer shall include $100,000 of actual revenue from permanent placement and conversion revenue in excess of $300,000 (if any) to the 2008 Contract Staffing Gross Profit Calculation to determine if the $4,900,000 benchmark is met. If after adding in this additional revenue the $4,900,000 benchmark is not met, then Buyer and Sellers shall, within five (5) Business Days of the final determination of 2008 Contract Staffing Gross Profit Calculation, deliver a joint written instruction letter to the Escrow Agent instructing the Escrow Agent to disburse the Other Escrow Amount ($2,000,000) to Buyer by wire transfer of immediately available funds to an account designated by Buyer in such instruction letter. If after adding in any dividend or distribution such additional revenue the $4,900,000 benchmark is met, then Buyer and Sellers shall, within five (5) Business Days of securities convertible into shares the final determination of Pubco Common Stock)2008 Contract Staffing Gross Profit Calculation, reorganization, recapitalization, reclassification, combination, merger, sale or exchange deliver a joint written instruction letter to the Escrow Agent instructing the Escrow Agent to disburse the Other Escrow Amount ($2,000,000) to the Sellers by wire transfer of shares or other like change with respect immediately available funds to shares of Pubco Common Stock occurring after the Closingan account designated by Sellers in such instruction letter.

Earnout. (a) At Within thirty (30) days following the Closing, and as additional consideration completion of the audit of the Company’s financial statements for the Company Merger fiscal year ending 2011, or as soon thereafter as reasonably practicable, Purchaser shall prepare and the other Transactionsdeliver, Pubco shall issue or cause to be issued prepared and delivered, to each Participating Securityholder such Participating Securityholder’s Frost a statement (the “Earnout Pro Rata Share Statement”) setting forth the determination of whether the net sales of the Aggregate Earnout SharesCompany, which shares shall be subject to forfeiture determined on a consolidated basis in accordance with GAAP, for the following schedule fiscal year ending 2011 were equal to or greater than $45,957,000 (such shares, the “Earnout SharesCondition”): (i) upon the occurrence of Milestone Event I, one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; and (ii) upon the occurrence of Milestone Event II, the remaining one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; or (iii) upon the occurrence of a Subsequent Transaction at any time during the Milestone Event Period, all of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture). (b) For Unless Frost, within thirty (30) days after receipt of the avoidance of doubtEarnout Statement, (i) delivers to Purchaser a notice objecting thereto and specifying in reasonable detail the Participating Securityholders basis for such objection and the amount in dispute, such Earnout Statement shall be entitled to be fully vested in the applicable Earnout Shares considered accepted, final and binding upon the occurrence of each Milestone Event or a Subsequent Transaction; provided that each Milestone Event or a Subsequent Transaction parties. In the event Frost, within such thirty (30) day period, delivers such an objection notice to Purchaser, then Purchaser shall only occur once, if at allcause Purchaser’s Accountants, and Frost shall cause Sellers’ Accountants, to use their best efforts for thirty (30) days after delivery of Frost’s objection notice to agree upon the determination of whether the Earnout Condition has been satisfied. Upon the expiration of such thirty (30) day period, any party may submit in writing for resolution to the Independent Accountants any dispute which has not been resolved with respect to the determination of whether the Earnout Condition has been satisfied. As promptly as practicable, but in no event later than thirty (30) days after such submission, the parties shall the Participating Securityholders be entitled cause their respective accountants to receive more than the Aggregate Earnout Shares; and (ii) deliver to the extent that Independent Accountants written submissions in support of their respective positions regarding such dispute and shall direct the Independent Accountants to resolve such dispute based solely on such written submissions without any Milestone Event or a Subsequent Transaction does not occur in accordance with the terms of this Agreement during the Milestone Event Period, any Earnout Shares that would otherwise be fully vested under this Agreement as a result independent investigation of the occurrence Company’s books and records. The decision of such Milestone Event the Independent Accountants with respect to the determination of whether the Earnout Condition has been satisfied shall instead be forfeited final and cancelled without binding on each of the payment parties hereto. The costs of any consideration in the Independent Accountants with respect thereofto the determination of whether the Earnout Condition has been satisfied shall be shared equally between the parties. (c) The Pubco Common Stock price targets set forth If it is finally determined pursuant to this Section 1.7 that the Earnout Condition has been satisfied, then, within three (3) Business Days after such final determination, Purchaser shall pay to Sellers an aggregate of Two Million Dollars ($2,000,000) (the “Earnout Amount”), by wire transfer of immediately available funds to such account or accounts designated in the definitions of Milestone Event Iwriting by Frost at least two (2) Business Days prior to such payment date. On such payment date, Milestone Event II Purchaser shall be equitably adjusted permitted to reflect reduce the effect Earnout Amount by the amount of any stock split, reverse stock split, stock dividend (including any dividend or distribution payments to Purchaser pursuant to Article VI that are outstanding as of securities convertible into shares of Pubco Common Stock), reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change with respect to shares of Pubco Common Stock occurring after the Closingsuch payment date.

Earnout. (a) At the Closing, and as As additional consideration for the Company Merger Stock, and subject to the terms and conditions set forth in this Agreement, Buyer will make an additional payment, as determined pursuant to Section 1.03(b) (such payment, the “Earnout”) of up to $3,500,000 (the “Maximum Possible Earnout”) to Seller if the Companies achieve Combined Operating Income of at least $14,000,000 for the first four full fiscal quarters following the Closing Date (the “Earnout Period”); provided, however, the Maximum Possible Earnout shall be reduced by $750,000 if BNT’s current President does not remain employed by the Companies throughout the Earnout Period for a reason other than his death, disability or termination without cause, and shall be reduced by $750,000 if BNT’s current Chief Financial Officer does not remain employed by the Companies throughout the Earnout Period for a reason other than her death, disability or termination without cause, and shall be reduced by $100,000 if BNT’s current Director of Operations does not remain employed by the Companies throughout the Earnout Period for a reason other than his death, disability or termination without cause. The Maximum Possible Earnout, as adjusted by the applicable adjustments, if any, provided in the foregoing sentence shall be the “Adjusted Maximum Possible Earnout”. For clarity, if no adjustments are applicable, the Adjusted Maximum Possible Earnout shall be equal to the Maximum Possible Earnout. Combined Operating Income for purposes of determining whether the Maximum Possible Earnout or Adjusted Maximum Possible Earnout, as applicable, has been achieved will be determined in accordance with the Earnout Rules attached hereto as Exhibit B. (b) The Earnout payable to Seller shall be determined as follows: (i) If the Combined Operating Income of the Companies during the Earnout Period is less than $14,000,000, the amount of Earnout payable to Seller shall be $0; (ii) If the Combined Operating Income of the Companies during the Earnout Period is between $14,000,000 and $15,400,000, the amount of Earnout payable to Seller shall be determined by the following formula: Adjusted Maximum Possible Earnout x [Actual Combined Operating Income of the Companies during the Earnout Period - $14,000,000] / $1,400,000. By way of example, if the actual Combined Operating Income of the Companies during the Earnout Period is $14,800,000, then the amount of Earnout payable to Seller would be $2,000,000. By way of further example, if the actual Combined Operating Income of the Companies during the Earnout Period is $14,700,000 and the President of BNT resigns before the expiration of the Earnout Period, then the Adjusted Maximum Possible Earnout would be $2,750,000, and the amount of Earnout payable to Seller would be $1,375,000. (iii) If the Combined Operating Income of the Companies during the Earnout Period is greater than $15,400,000, the amount of Earnout payable to Seller shall be the Adjusted Maximum Possible Earnout. By way of example, if the Combined Operating Income of the Companies during the Earnout Period is $15,500,000 and if the existing President, Chief Financial Officer and Director of Operations of BNT all remain employees of the Companies through expiration of the Earnout Period, then the Adjusted Maximum Possible Earnout and the Earnout payable to Seller is $3,500,000. Further, if the Combined Operating Income of the Companies during the Earnout Period is $15,500,000 and if the existing President of BNT died prior to expiration of the Earnout Period, but the existing Chief Financial Officer and Director of Operations of BNT remained employed by the Companies upon expiration of the Earnout Period, then the Adjusted Maximum Possible Earnout and the Earnout payable to Seller is $3,500,000. However, if the Combined Operating Income of the Companies during the Earnout Period is $15,500,000 and the existing Chief Financial Officer and Director of Operations of BNT remained employed by the Companies upon expiration of the Earnout Period, but the existing President of BNT resigned prior to the expiration of the Earnout Period, then the Adjusted Maximum Possible Earnout and the Earnout payable to Seller is $2,750,000. (c) From Closing until sixty (60) days after the end of the Earnout Period, the Companies shall make available to Seller’s Representative reasonable access to the personnel, workpapers, and other Transactionsinformation (in paper and electronic format) of the Companies as is reasonably necessary to determine progress toward the Earnout, Pubco and Seller’s Representative may provide such information to Seller’s advisors. In addition, Buyer shall issue provide or shall cause the Companies to provide to Seller’s Representative an Earnout statement on a quarterly basis during the Earnout Period. (d) Any proper indemnification claim by any Buyer Indemnitee under Section 4.03, to the extent not otherwise satisfied, at the option of the Buyer Indemnitee may be satisfied by deducting and otherwise offsetting such claims against any amounts that are otherwise payable by Buyer pursuant to this Section 1.03, subject to the limitations set forth in Article 4. (e) Within thirty (30) days after Buyer’s receipt of Buyer’s consolidated financial statements (including the Companies’ consolidated financial statements) for the four full fiscal quarters corresponding to the Earnout Period, Buyer will prepare, or cause to be issued to each Participating Securityholder such Participating Securityholder’s Earnout Pro Rata Share prepared, a statement of the Aggregate Earnout Shares, which shares shall be subject to forfeiture in accordance with for the following schedule Earnout Period (such shares, the “Earnout SharesStatement”): (i) upon and will deliver the occurrence of Milestone Event I, one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject Statement to forfeiture; and (ii) upon the occurrence of Milestone Event II, the remaining one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; or (iii) upon the occurrence of a Subsequent Transaction at any time during the Milestone Event Period, all of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeitureSeller’s Representative. (bf) For Following receipt by Seller’s Representative of Buyer’s proposed Earnout Statement and until the avoidance Earnout is finally determined pursuant to this Section 1.03, Seller’s Representative will be permitted (upon reasonable advance written notice and during normal business hours) to review the Companies’ books and records and working papers related to Buyer’s draft of doubtthe proposed Earnout Statement and determination of the Earnout, and Buyer will provide Seller’s Representative with reasonable access to the Companies’ personnel, books and records, and facilities in connection with such review. The proposed Earnout Statement delivered by Buyer will become final and binding on the parties thirty (30) days following Buyer’s delivery thereof to Seller’s Representative, or sixty (60) days after the end of Earnout Period, whichever is later, except to the extent (and only to the extent) Seller’s Representative delivers written notice of its disagreement (the “Earnout Notice of Disagreement”) to Buyer on or prior to such date. All matters not subject to dispute as specifically identified in the Earnout Notice of Disagreement will be final and binding. The Earnout Notice of Disagreement must identify with specificity each item in the Earnout Statement that Seller’s Representative disagrees with and, for each disputed item, contain a statement describing in reasonable detail the basis of such objection and the amount in dispute. If Seller’s Representative timely delivers an Earnout Notice of Disagreement, then the Earnout Statement will become final and binding on the parties to this Agreement on the earlier of (i) the Participating Securityholders shall be entitled date Buyer and Seller’s Representative resolve in writing any differences they have with respect to be fully vested the matters specified in the applicable Earnout Shares upon the occurrence Notice of each Milestone Event or a Subsequent Transaction; provided that each Milestone Event or a Subsequent Transaction shall only occur onceDisagreement, if at all, and in no event shall the Participating Securityholders be entitled to receive more than the Aggregate Earnout Shares; and (ii) the date all matters in dispute are finally resolved in writing by the Independent Accountants. (g) During the sixty (60) days following delivery of an Earnout Notice of Disagreement, Buyer and Seller’s Representative will seek in good faith to resolve in writing any differences that they may have with respect to the extent matters specified in the Earnout Notice of Disagreement. At the end of such sixty (60) day period, Buyer and Seller’s Representative will submit to the Independent Accountants for resolution all matters that any Milestone Event or remain in dispute, which were included in the Earnout Notice of Disagreement (and will take all actions reasonably requested by the Independent Accountants in connection with such resolution, including submitting written information to the Independent Accountants if so requested), and the Independent Accountants will make a Subsequent Transaction does not occur final determination of the Earnout in accordance with the terms of this Agreement during (with it being understood that Buyer and Seller’s Representative will request that the Milestone Event PeriodIndependent Accountants deliver to Buyer and Seller’s Representative its resolution in writing not more than thirty (30) days after its engagement). The Independent Accountants will make a determination only with respect to the matters still in dispute and, any Earnout Shares that would otherwise with respect to each such matter, their determination will be fully vested under this Agreement as a result within the range of the occurrence dispute between Buyer and Seller’s Representative. The Independent Accountants’ determination will be based upon the Independent Accountants’ independent review of written materials submitted by Buyer and Seller’s Representative; the Earnout Targets and related definitions included herein and the provisions of this Agreement; and any other information or analysis deemed appropriate by the Independent Accountants. The Independent Accountants may request, and each party shall furnish thereto, such Milestone Event shall instead other documents and information as may be forfeited and cancelled without reasonably requested by the payment of any consideration Independent Accountants in respect thereofconnection with such review. (ch) The Pubco Common Stock price targets set forth costs and expenses of the Independent Accountants will be allocated between Buyer and Seller’s Representative based upon the percentage of the portion of the contested amount not awarded to Buyer or Seller bears to the amount actually contested by such party. For example, if Seller’s Representative claims the Earnout is $1,000 greater than the amount claimed by Buyer, and Buyer contests only $500 of the amount claimed by Seller’s Representative, and if the Independent Accountants ultimately resolves the dispute by awarding Seller $300 of the $500 contested, then the costs and expenses of the Independent Accountants will be allocated 60% (i.e., 300 ÷ 500) to Buyer and 40% (i.e., 200 ÷ 500) to Seller’s Representative. (i) If it is finally determined in accordance with this Section 1.03 that Seller is entitled to the definitions of Milestone Event IEarnout, Milestone Event II shall be equitably adjusted to reflect the effect of any stock split, reverse stock split, stock dividend within three (including any dividend or distribution of securities convertible into shares of Pubco Common Stock), reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change with respect to shares of Pubco Common Stock occurring 3) Business Days after the Closingdate on which the Earnout Statement will become binding on the parties, Buyer will pay to Seller, or cause the Companies to pay to Seller, by wire transfer of immediately available funds to the account designated by Seller, an amount equal to the Earnout. (j) All payments made pursuant to this Section 1.03 will be deemed to be adjustments for Tax purposes to the aggregate purchase price paid by Buyer for the Company Stock.

Earnout. (a) At If at any time from the Closing Date until the three-year anniversary of the Closing, and as additional consideration the VWAP of Acquiror Common Stock quoted on Nasdaq is greater than or equal to $12.50 for any twenty (20) Trading Days within any thirty (30) Trading Day period, Acquiror shall promptly issue to the Company Merger and Earnout Participants an aggregate amount of 7,500,000 shares of Acquiror Common Stock (the other Transactions, Pubco shall issue or cause to be issued to each Participating Securityholder such Participating Securityholder’s “First Earnout Shares”) in accordance with their Earnout Pro Rata Share Portion. (b) If at any time from the Closing Date until the five-year anniversary of the Aggregate Closing, the VWAP of Acquiror Common Stock quoted on Nasdaq is greater than or equal to $15.00 for any twenty (20) Trading Days within any thirty (30) Trading Day period, Acquiror shall promptly issue to the Earnout Participants an aggregate amount of 7,500,000 shares of Acquiror Common Stock (the “Second Earnout Shares”, which shares shall be subject to forfeiture in accordance and together with the following schedule (such sharesFirst Earnout Shares, the “Earnout Shares”): (i) upon the occurrence of Milestone Event I), one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; and (ii) upon the occurrence of Milestone Event II, the remaining one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; or (iii) upon the occurrence of a Subsequent Transaction at any time during the Milestone Event Period, all of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture. (b) For the avoidance of doubt, (i) the Participating Securityholders shall be entitled to be fully vested in the applicable Earnout Shares upon the occurrence of each Milestone Event or a Subsequent Transaction; provided that each Milestone Event or a Subsequent Transaction shall only occur once, if at all, and in no event shall the Participating Securityholders be entitled to receive more than the Aggregate Earnout Shares; and (ii) to the extent that any Milestone Event or a Subsequent Transaction does not occur in accordance with the terms of this Agreement during the Milestone Event Period, any their Earnout Shares that would otherwise be fully vested under this Agreement as a result of the occurrence of such Milestone Event shall instead be forfeited and cancelled without the payment of any consideration in respect thereofPro Rata Portion. (c) The Pubco Acquiror Common Stock price targets set forth in Section 3.07(a) and Section 3.07(b) and the definitions number of Milestone Event I, Milestone Event II shares to be issued pursuant to the foregoing shall be equitably adjusted to reflect the effect of for any stock splitdividend, reverse stock splitsubdivision, stock dividend (including any dividend or distribution of securities convertible into shares of Pubco Common Stock), reorganizationreclassification, recapitalization, reclassificationsplit, combination, merger, sale combination or exchange of shares shares, or other like change with respect to shares of Pubco any similar event affecting the Acquiror Common Stock occurring after the Closingdate of this Agreement. (d) Any Option Earnout Shares payable to holders of unvested Exchanged Options shall be subject to terms and conditions that are substantially similar to those that applied to the award of such Company Option immediately prior to the Effective Time (including vesting and forfeiture conditions, but taking into account any changes thereto provided for in the Company Stock Plans, in any award agreement evidencing such Company Option or by reason of this Agreement or the Transactions). The issuance of the Option Earnout Shares will also be subject to any withholding required pursuant to applicable Law pursuant to Section 3.08. (e) Any Warrant Earnout Shares payable to holders of Exchanged Warrants shall be subject to terms and conditions that are substantially similar to those that applied to the award of such Company Warrant immediately prior to the Effective Time. The issuance of the Warrant Earnout Shares will also be subject to any withholding required pursuant to applicable Law pursuant to Section 3.08.

Earnout. (a) At Solely to the Closingextent earned during the Earnout Period, at the times and as additional consideration for upon fulfillment of the Company Merger and the other Transactionsconditions provided in this Section 3.6, Pubco Parent shall issue or cause Earnout Shares to be issued to each Participating Securityholder such Participating Securityholder’s Earnout Pro Rata Share of the Aggregate Earnout Shares, which shares shall be subject to forfeiture Company Stockholders in accordance with the following schedule (such shares, the “Earnout Shares”): (i) upon the occurrence of Milestone Event I, one-half (1/2) respective Pro Rata Percentage an amount equal to each earned portion of the Aggregate Earnout Shares shall be fully vested Payment Amount, and no longer subject to forfeiture; and (ii) upon the occurrence any set off rights of Milestone Event II, the remaining one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject Parent pursuant to forfeiture; or (iii) upon the occurrence of a Subsequent Transaction at any time during the Milestone Event Period, all of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture. (b) Section 10. For the avoidance of doubt, Net Proceeds will be calculated on a cumulative basis for each Earnout Period and any previously paid Earnout Payment Amount will be credited against the next Earnout Payment Amount for the subsequent Earnout Period. For example (i) and by way of example only), assume that Net Proceeds were $1,000,000 for the Participating Securityholders shall be entitled First Earnout Period and $330,000 of Earnout Shares were issued to be fully vested the Company Stockholders as an Earnout Payment Amount. Continuing the example, for the Second Earnout Period, Net Proceeds are $2,000,000, such that $660,000 of Earnout Shares are issuable in the applicable aggregate to the Company Stockholders as an Earnout Shares upon Payment Amount. And finally, for the occurrence example, the Earnout Payment Amount for the Second Earnout Period would be $330,000 of each Milestone Event or a Subsequent Transaction; provided Earnout Shares, such that each Milestone Event or a Subsequent Transaction shall only occur oncethe cumulative Earnout Payment Amount through the end of the Second Earnout Period would be $660,000 of Earnout Shares. Net Proceeds will be calculated: for the period beginning on the Closing and ending on the last day of the month in which the first anniversary of the Closing occurs (the “First Earnout Period”), if at allfor the next 12 month period beginning the day after the end of the First Earnout Period (the “Second Earnout Period”) and for the next 12 month period beginning the day after the end of the Second Earnout Period (the “Third Earnout Period”, and in no event collectively with the First Earnout Period and Second Earnout Period, each an “Earnout Period,” and together, the “Earnout Periods”). (b) Within 30 days after an Earnout Period, Parent shall the Participating Securityholders be entitled to receive more than the Aggregate Earnout Shares; and (ii) deliver to the extent that any Milestone Event or Securityholders’ Representative a Subsequent Transaction does not occur in accordance with the terms of this Agreement during the Milestone Event Period, any Earnout Shares that would otherwise be fully vested under this Agreement as a result statement setting forth its calculation of the occurrence of such Milestone Event shall instead be forfeited and cancelled without Earnout Payment Amount (the payment of any consideration in respect thereof“Earnout Statement”). (c) The Pubco Common Stock price targets Parent shall provide the Securityholders’ Representative with (i) backup documentation and (ii) access to such books and records, as is reasonably necessary to enable the Securityholders’ Representative to verify the accuracy of the Earnout Statement as reasonably requested, including access to the Parent’s internal accounting and finance personnel. In the event the Securityholders’ Representative disputes any of the calculations set forth in Earnout Statement (an “Earnout Consideration Dispute”), the definitions Securityholders’ Representative shall give notice to Parent in writing of Milestone Event Isuch disagreement in reasonable detail and the basis for such disagreement on a line-by-line basis, Milestone Event II including the Securityholders’ Representative’s determination of any amount therein that is disputed, within 30 days following receipt of the Earnout Statement (an “Earnout Dispute Notice”). In the event the Securityholders’ Representative fails for any reason to deliver an Earnout Dispute Notice to Parent within such 30 day-period, the Earnout Statement shall be equitably adjusted final and binding on the parties hereto and the determination of the Earnout Payment Amount as set forth therein shall be deemed final for all purposes under this Agreement. In the event of such an Earnout Consideration Dispute, Parent and the Securityholders’ Representative shall first use their diligent good faith efforts to reflect resolve such Earnout Consideration Dispute among themselves. If Parent and the Securityholders’ Representative are unable to resolve the Earnout Consideration Dispute within 30 calendar days after delivery of the Earnout Dispute Notice (the “Earnout Consideration Resolution Period”), then any remaining items in dispute shall be submitted to a nationally recognized, independent accounting firm reasonably acceptable to Parent and the Securityholders’ Representative (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”). (d) If any Earnout Consideration Dispute is submitted to the Designated Accounting Firm, Parent and the Securityholders’ Representative will each prepare a separate written report of such unresolved item or items specified in the Earnout Dispute Notice and deliver such reports, along with copies of the Earnout Dispute Notice and the Earnout Statement marked to indicate those items that remain in dispute, to the Designated Accounting Firm within 20 calendar days after the end of the Earnout Consideration Resolution Period. Thereafter, each of Parent and the Securityholders’ Representative will, and will use reasonable best efforts to cause its independent registered public accounting firm, if any, to, furnish to the Designated Accounting Firm such work papers and other documents and information relating to the disputed issues (including information of the Surviving Corporation) as the Designated Accounting Firm may reasonably request and are available to Parent or the Securityholders’ Representative, or their respective independent registered public accounting firms, as the case may be; provided, however, such independent registered public accounting firms shall not be obligated to make any work papers available to the Designated Accounting Firm until the Designated Accounting Firm has signed a customary agreement relating to such access to working papers in form and substance reasonably acceptable to such independent registered public accounting firms. Parent and the Securityholders’ Representative will each be afforded the opportunity to present to the Designated Accounting Firm material relating to the determination of the Earnout Payment Amount and to discuss such determination with the Designated Accounting Firm at a meeting with Parent and the Securityholders’ Representative present. The parties hereto acknowledge and agree that (i) the Designated Accounting Firm shall not attribute a value to any disputed amount greater than the greatest amount proposed by either Parent or the Securityholders’ Representative, or an amount less than the least amount proposed by either Parent or the Securityholders’ Representative, (ii) the review by and determinations of the Designated Accounting Firm shall be limited to, and only to, the unresolved item or items specified in the Earnout Dispute Notice and contained in the reports prepared and submitted to the Designated Accounting Firm by ▇▇▇▇▇▇ and the Securityholders’ Representative, and (iii) the determinations by the Designated Accounting Firm shall be based solely on such reports submitted by Parent and the Securityholders’ Representative, and the work papers and other documents and information provided to the Designated Accounting Firm that form the basis for Parent’s and the Securityholders’ Representative’s respective positions. (e) The written decision of the Designated Accounting Firm shall (i) be rendered within no more than sixty days from the date that the matter is referred to such firm, (ii) be final and binding on the parties hereto and, in the absence of Fraud or manifest error, shall not be subject to dispute or review, (iii) have the same effect for all purposes as if such determinations had been embodied in a final judgment entered by a court of competent jurisdiction, and either Parent or the Securityholders’ Representative may petition the Delaware courts to reduce such decision to judgment and (iv) be an expert determination under Delaware law governing expert determinations. Following any such dispute resolution (whether by mutual agreement of Parent and the Securityholders’ Representative or by written decision of the Designated Accounting Firm), all calculations in the Earnout Statement and the determination of the Earnout Payment Amount (in each case as determined in such dispute resolution), shall be deemed final. The fees, costs and expenses of the Designated Accounting Firm shall be allocated to and borne by Parent and the Securityholders’ Representative, on behalf of the Indemnifying Securityholders, based on the inverse of the percentage that the Designated Accounting Firm’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Designated Accounting Firm; provided, however, if the engagement agreement, if any, entered into with the Designated Accounting Firm requires Parent and the Securityholders’ Representative to be jointly and severally liable to the Designated Accounting Firm for its fees and disbursements and either Parent or the Indemnifying Securityholders, acting through the Securityholders’ Representative in its capacity as such pays more than its portion of such fees and disbursements as determined according to this sentence, the party paying less than its portion of such fees and disbursements hereby agrees to reimburse the first party for any excess portion paid by such first party to the Designated Accounting Firm. For example, should the items in dispute total an amount equal to $1,000 and the Designated Accounting Firm awards $600 in favor of the Securityholders’ Representative’s position, 50% of the costs of its review would be borne by ▇▇▇▇▇▇ and 50% of the costs would be borne by the Securityholders’ Representative, on behalf of the Indemnifying Securityholders. (f) Parent shall, no later than five Business Days following the date upon which an Earnout Payment Amount becomes final in accordance with this Section 3.6, distribute to the Paying Agent the Earnout Shares for distribution to the Company Stockholders. (g) Until the end of the Earnout Period, Parent shall operate the Surviving Corporation in good faith and using commercially reasonable efforts, consistent with Parent’s business objectives, to support the operations of the Surviving Corporation. Further, in the event of any stock splitchange of control transaction of Parent, reverse stock split, stock dividend (including any dividend this Section 3.6 shall remain in effect and the surviving or distribution successor entity of securities convertible into shares Parent shall assume all of Pubco Common Stock), reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change with respect to shares of Pubco Common Stock occurring after the ClosingParent’s obligations in this Section 3.6.

Earnout. (a) At Axsys shall or shall cause Buyer to, as promptly as possible, but not later than five days after the Closing, and as additional consideration for the Company Merger and the other Transactions, Pubco shall issue or cause to be issued to each Participating Securityholder such Participating Securityholder’s Earnout Pro Rata Share earlier of the Aggregate Earnout Shares, which shares shall be subject to forfeiture in accordance with the following schedule (such shares, the “Earnout Shares”): (i) upon the occurrence of Milestone Event I, one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; and (ii) upon the occurrence of Milestone Event II, the remaining one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; or (iii) upon the occurrence of a Subsequent Transaction at any time during the Milestone Event Period, all of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture. (b) For the avoidance of doubt, (i) the Participating Securityholders filing by Axsys of its Annual Report on Form 10-K for the preceding fiscal year ended December 31 or (ii) the date an earnings press release, which contains revenue numbers, is issued by Axsys for the preceding fiscal year ended December 31, deliver to Seller an income statement in respect of the Business (each such income statement, an “Earnout Income Statement”) for the most recently completed Earnout Period showing all Business Revenue thereon. Together with the Earnout Income Statement, Buyer shall be entitled deliver a schedule (each such schedule, an “Earnout Schedule”) setting forth Business Revenue for the relevant Earnout Period, which shall include a calculation of any Earnout Payment proposed to be fully vested paid for the relevant Earnout Period, in each case derived from the information contained in the applicable Earnout Shares upon the occurrence of each Milestone Event or a Subsequent Transaction; provided that each Milestone Event or a Subsequent Transaction shall only occur once, if at all, and in no event shall the Participating Securityholders be entitled to receive more than the Aggregate Earnout Shares; and (ii) to the extent that any Milestone Event or a Subsequent Transaction does not occur Income Statement but calculated in accordance with the terms of this Agreement during Agreement. Concurrently with the Milestone Event delivery of the Earnout Income Statement and the Earnout Schedule for the applicable Earnout Period, Buyer shall pay the amount of any Earnout Shares that would otherwise be fully vested under this Agreement Payment shown as a result due thereon to Seller by wire transfer of immediately available funds to an account designated in writing by Seller. (b) Within 30 days following Seller’s receipt of the occurrence Earnout Income Statement and Earnout Schedule for the relevant Earnout Period, Seller shall deliver written notice to Buyer of any dispute it has with respect to the preparation or content of such Milestone Event Earnout Income Statement or Earnout Schedule, which notice must specify the disputed item or items and Seller’s proposed revision(s) to such Earnout Income Statement and/or Earnout Schedule and the reason(s) therefor. If Seller does not notify Buyer of a dispute with respect to such Earnout Income Statement or Earnout Schedule within such 30-day period, such Earnout Income Statement and Earnout Schedule will be deemed final, conclusive and binding on the parties. If Seller delivers a notice of dispute within such 30-day period, Buyer and Seller shall instead negotiate in good faith to resolve such dispute. If Buyer and Seller, notwithstanding such good faith effort, fail to resolve such dispute within 30 days after Seller advises Buyer of its objections, then Buyer and Seller shall jointly engage a mutually acceptable nationally recognized independent accounting firm, other than Buyer accountant or Seller’s accountant (the “Arbitration Firm”), to resolve such dispute. As promptly as practicable thereafter, Buyer and Seller shall each prepare and submit a presentation detailing each party’s complete statement of proposed resolution of all disputed matters to the Arbitration Firm, and the Arbitration Firm can only consider those items in dispute based solely upon the presentations by Buyer and Seller. The parties shall share the expenses of the Arbitration Firm equally. All determinations made by the Arbitration Firm will be forfeited final, conclusive and cancelled without binding on the payment of any consideration in respect thereofparties. The Arbitration Firm shall have the power to compel compliance with this Section 2.6, including compliance with provisions requiring access and disclosure. (c) The Pubco Common Stock price targets For purposes of complying with the terms set forth in this Section 2.6, Buyer and Seller shall cooperate with and make available to the definitions other party and its representatives and the Arbitration Firm (if applicable) all information, records, data and working papers, books and records reasonably required to confirm the Business Revenue, including Buyer’s financial statements, its general ledger and invoices, in each case as related to the Business, and will permit access to its facilities and personnel, including meeting with the appropriate senior officers of Milestone Event IBuyer and Axsys for the purpose of understanding the computation of Business Revenue, Milestone Event II in each case, as may be reasonably required in connection with the preparation and analysis of the applicable Earnout Income Statement and Earnout Schedule and the resolution of any disputes under this Section 2.6. (d) Subject to Sections 2.6(h) and 2.6(k), if, for the First Earnout Period, Business Revenue (as finally determined pursuant to Section 2.6(b)) exceeds $11,844,000 (the “First Period Tier One Threshold”), then Axsys shall pay or cause to be paid to Seller the sum of: (i) 45% of all Business Revenue for the First Earnout Period in excess of the First Period Tier One Threshold; plus (ii) 30% of all Business Revenue for the First Earnout Period in excess of $15,777,000 (the “First Period Tier Two Threshold”); provided, however, that the Earnout Payment for the First Earnout Period otherwise payable hereunder shall be equitably adjusted reduced by an amount equal to reflect the effect aggregate of all sales commissions and employee bonuses on the revenue of the Business prior to the Closing earned under the sales commission and non-sales employee bonus plans of the Business (the “Sales Commission Plans”) based on sales by Seller between January 1, 2007 through the Closing Date and not paid to any Transferred Employee on or prior to the Closing Date or accrued for on the Final Working Capital Statement, calculated as set forth on Schedule 2.6(d) (“Sales Commissions”), which Sales Commissions shall be paid in full, irrespective of the period relative to the Closing to which such Sales Commissions relate, by Axsys or Buyer to the applicable Transferred Employee(s) entitled thereto under the terms of the Sales Commission Plans. Buyer will not amend or nullify in any material respect (including as to thresholds or amounts due) the Sales Commission Plans as set forth on Schedule 2.6(d). (e) Subject to Sections 2.6(h) and 2.6(k), if, for the Second Earnout Period, Business Revenue (as finally determined pursuant to Section 2.6(b)) exceeds $17,218,000 (the “Second Period Tier One Threshold”), then Axsys shall pay or cause to be paid to Seller the sum of: (i) the lesser of (A) 45% of all Business Revenue for the Second Earnout Period in excess of the Second Period Tier One Threshold, and (B) 45% of the aggregate Business Revenue for the First and Second Earnout Periods in excess of the sum of the First Period Tier One Threshold and the Second Period Tier One Threshold; plus (ii) the lesser of (A) 30% of all Business Revenue for the Second Earnout Period in excess of $26,488,000 (the “Second Period Tier Two Threshold”), and (B) 30% of the aggregate Business Revenue for the First and Second Earnout Periods in excess of the sum of the First Period Tier Two Threshold and the Second Period Tier Two Threshold. (f) Subject to Sections 2.6(h) and 2.6(k), if, for the Third Earnout Period, Business Revenue (as finally determined pursuant to Section 2.6(b)) exceeds $16,208,000 (the “Third Period Tier One Threshold”), then Axsys shall pay or cause to be paid to Seller the sum of: (i) the lesser of (A) 45% of all Business Revenue for the Third Earnout Period in excess of the Third Period Tier One Threshold and (B) 45% of the aggregate Business Revenue for the First, Second and Third Earnout Periods in excess of the sum of the First Period Tier One Threshold, the Second Period Tier One Threshold and the Third Period Tier One Threshold; plus (ii) the lesser of (A) 30% of all Business Revenue for the Third Earnout Period in excess of $33,816,000 (the “Third Period Tier Two Threshold”) and (B) 30% of the aggregate Business Revenue for the First, Second and Third Earnout Periods in excess of the sum of the First Period Tier Two Threshold, the Second Period Tier Two Threshold and the Third Period Tier Two Threshold. (g) Subject to Sections 2.6(h) and 2.6(k), if, for the Fourth Earnout Period, Business Revenue (as finally determined pursuant to Section 2.6(b)) exceeds $4,430,000 (the “Fourth Period Tier One Threshold”), then Axsys shall pay or cause to be paid to Seller the sum of: (i) the lesser of (A) 45% of all Business Revenue for the Fourth Earnout Period in excess of the Fourth Period Tier One Threshold and (B) 45% of the aggregate Business Revenue for the Total Earnout Period in excess of the sum of the First Period Tier One Threshold, the Second Period One Threshold, the Third Period Tier One Threshold and the Fourth Period Tier One Threshold; plus (ii) the lesser of (A) 30% of all Business Revenue for the Fourth Earnout Period in excess of $10,159,000 (the “Fourth Period Tier Two Threshold”) and (B) 30% of the aggregate Business Revenue for the Total Earnout Period in excess of the sum of the First Period Tier Two Threshold, the Second Period Tier Two Threshold, the Third Period Tier Two Threshold and the Fourth Period Tier Two Threshold. (h) Notwithstanding anything herein to the contrary, in no event shall the aggregate Earnout Payments paid, or caused to be paid, by Axsys to Seller pursuant to this Section 2.6 exceed a maximum amount equal to $42,500,000 minus the aggregate amount of any stock splitSales Commissions actually paid pursuant to Section 2.6(d). (i) Any payments due to Seller under the foregoing provisions of this Section 2.6 not paid upon delivery of the applicable Earnout Income Statement and Earnout Schedule under Section 2.6(a) are to be made within five Business Days of the final determination of Business Revenue in accordance with Section 2.6(b) by wire transfer of immediately available funds to an account designated in writing by Seller to Buyer at least two Business Days prior to the date payment is required to be made to Seller hereunder. (j) Each member of Seller Group acknowledges that, reverse stock spliteffective as of the Closing, stock dividend (including any dividend or distribution Buyer owns and controls the Business and the Acquired Assets, and that Buyer may operate the Business and the Acquired Assets in such manner as it determines in its sole discretion to be in its best interests. Without limiting the generality of securities convertible into shares of Pubco Common Stock)the foregoing, reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change with respect to shares of Pubco Common Stock occurring from and after the Closing, Seller Group agrees and acknowledges that, for each Earnout Period, Buyer shall not be obligated to expend more than 5% of Business Revenue on sales and marketing expenses relating to the Business. (k) In the event that, prior to the end of the Third Earnout Period, Buyer or its Affiliate acquires another company or business and combines such other company or business with the Business, then each of the First Period Tier One Threshold, the First Period Tier Two Threshold, the Second Period Tier One Threshold, the Second Period Tier Two Threshold, the Third Period Tier One Threshold, the Third Period Tier Two Threshold, the Fourth Period Tier One Threshold and the Fourth Period Tier Two Threshold shall, as of the effective date of such acquisition, be increased by an amount equal to the actual Business Revenue of such acquired company or business for the trailing twelve-month period immediately preceding the effective date of such acquisition (prorated as necessary and appropriate for a partial Earnout Period), and, for purposes of this Section 2.6, Seller shall be credited with all revenue generated by such acquired company or business that constitutes Business Revenue. (l) If, prior to the end of the Fourth Earnout Period, Buyer sells the Business or any material portion thereof to a Person that is not an Affiliate of Axsys (other than in ordinary course transactions involving sales of inventory or the replacement of equipment and other tangible personal property used in the Business), then Axsys shall pay or cause to be paid to Seller a liquidated amount, if any, in complete discharge of Axsys’ obligations under this Section 2.6 and under Section 2.7, equal to the sum of: (i) 50% of the net proceeds realized by Buyer upon such sale in excess of (A) any amounts paid by or caused to be paid by Axsys to Seller in connection with the acquisition of the Business and after the Closing pursuant to this Article 2, (B) any amounts paid by or caused to be paid by Axsys or any of its Affiliates in connection with the consummation of any acquisition contemplated by Section 2.6(k), (C) any amounts paid by Buyer or any of its Affiliates for capital expenditures for the benefit of the Business between the Closing and the consummation of such sale, and (D) any Sales Commissions, subject to a maximum payment under this clause (i) of $42,500,000; plus (ii) 5% of any net proceeds (as calculated under clause (i)) in excess of $85,000,000. Notwithstanding anything to the contrary contained herein, except to the extent provided in this Section 2.6(l), Buyer shall have no further obligation under this Section 2.6 or under Section 2.7 from and after the consummation of any such sale of the Business or material portion thereof other than earnout obligations accrued prior to such sale but unpaid. (m) Upon written notice to Buyer, Seller may designate Helinet and ▇▇▇▇ ▇▇▇▇▇ to be the direct recipients of any payments otherwise owed by Buyer or Axsys to Seller under this Section 2.6 or Section 2.7, with Helinet being entitled to 75% of the aggregate amount of any such payments and ▇▇▇▇ ▇▇▇▇▇ being entitled to 25% of the aggregate amount of any such payments. If Buyer or Axsys makes payment to Helinet and/or ▇▇▇▇ ▇▇▇▇▇ in accordance with such written notice from Seller, such payment shall fully discharge Buyer’s and Axsys’s obligations under this Section 2.6 and/or Section 2.7 to make such payment to Seller, and neither Buyer nor Axsys shall have any further liability to any member of Seller Group with respect thereto.

Earnout. (a) At the Closing, and Buyer will pay Seller as additional consideration for an amount (the Company Merger “Earnout”) in cash not to exceed $12,000,000 based on the shipment of Products by Buyer during the period commencing on October 1, 2007 and the other Transactionsending on September 30, Pubco shall issue or cause to be issued to each Participating Securityholder such Participating Securityholder’s Earnout Pro Rata Share of the Aggregate Earnout Shares, which shares shall be subject to forfeiture in accordance with the following schedule 2008 (such sharesperiod, the “Earnout SharesPeriod”): ) in accordance with this Section 2.7. The actual amount of cash payable as the Earnout (the “Earnout Payment”) will be determined on the basis of the Earnout Amount (as defined herein) for each fiscal quarter during the Earnout Period as set forth on and pursuant to Schedule 2.7 hereto (each such fiscal quarter, an “Earnout Quarter”). In no event will Buyer be obligated to pay any amounts in the aggregate in excess of $12,000,000 under this Section 2.7 (including, for such purpose, Schedule 2.7) as the Earnout Payment, irrespective of the amount of Earnout Amount in a particular Earnout Quarter or the entire Earnout Period. The Earnout Payment will be payable in accordance with subsection (b) hereof. For the purposes hereof, “Earnout Amount” means the aggregate dollar amount of all Products shipped by Buyer during the Earnout Period, which will be determined by multiplying (i) upon the occurrence number of Milestone Event I, one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; and each such Product shipped by Buyer by (ii) upon the occurrence trailing quarterly weighted average sales price (“ASP”) of Milestone Event IIeach such Product shipped by Buyer to its distributors or customers as determined using the applicable invoice(s); provided, however, that solely for the purposes of the first Earnout Quarter, any Products shipped by Seller to Buyer at the written request of Buyer, which Products are not subsequently shipped by Buyer to any distributor or customer during such Earnout Quarter, will be deemed to constitute a “shipment by Buyer” for the purposes hereof and thus will be included in the calculation of the Earnout Amount for such Earnout Quarter; provided further, that for the purpose of determining ASP for each Product shipped by Buyer during the first Earnout Quarter (including those products deemed shipped by Buyer pursuant to the immediately preceding proviso), such ASP will be determined based on the applicable purchase order(s) for any such Product as submitted by Buyer’s distributors and customers. In the event that the Closing Date occurs after October 1, 2007, the remaining one-half (1/2) Parties will agree to a mutually acceptable adjustment of the Aggregate Earnout Shares shall be fully vested Amount and no longer subject to forfeiture; or (iii) upon Earnout Payment for the occurrence of a Subsequent Transaction at any time during the Milestone Event Period, all of the Aggregate first Earnout Shares shall be fully vested and no longer subject to forfeitureQuarter. (b) For the avoidance of doubt, (i) the Participating Securityholders shall be entitled to be fully vested in the applicable Earnout Shares upon the occurrence of each Milestone Event or a Subsequent Transaction; provided that each Milestone Event or a Subsequent Transaction shall only occur once, if at all, and As soon as practicable but in no event shall later than 45 days following the Participating Securityholders end of an Earnout Quarter, Buyer will pay Seller the portion of the Earnout Payment attributable to such period (an “Earnout Quarter Payment”), by wire transfer to an account designated in writing by Seller. Buyer will have the right to withhold and set off against any portion of such Earnout Quarter Payment the amount of any Damages to which any Buyer Indemnified Party may be entitled to receive more than the Aggregate Earnout Shares; and (ii) to the extent that any Milestone Event or a Subsequent Transaction does not occur in accordance with the terms of this Agreement during the Milestone Event Period, any Earnout Shares that would otherwise be fully vested under this Agreement as a result of the occurrence of such Milestone Event shall instead be forfeited and cancelled without the payment of any consideration in respect thereofAgreement. (c) The Pubco Common Stock price targets set No later than 90 days after the expiration of the Earnout Period, Buyer will deliver to Seller a computation of the Earnout Amount, identifying the Earnout Payment previously made by Buyer based on such computation, during the Earnout Period (the “Earnout Statement”). Unless within 60 days after receipt of such computation, Seller tenders written notice to Buyer setting forth any and all items of disagreement relating to such computation, the computation will be conclusive and binding on Seller. If Seller delivers a dispute notice within such 60-day period, Buyer and Seller will use reasonable efforts to resolve their differences for a period of 10 days. If Buyer and Seller are unable to resolve their differences within such period, Buyer and Seller will jointly retain a mutually agreed third Person (the “Earnout Referee”) to resolve such disagreement. Buyer and Seller will request that the Earnout Referee render a determination as to the computation of the aggregate Earnout Amount, and the Earnout Payment based thereon, within 45 days after its retention, and Buyer and Seller will cooperate fully with the Earnout Referee so as to facilitate a final determination as quickly and as accurately as possible. In making such resolution, the Earnout Referee will consider only those issues, items or amounts in the definitions Earnout Statement as to which Seller has disagreed in writing in the aforementioned dispute notice. The Earnout Referee’s final determination (the “Final Earnout Report”) will be in writing and will be binding on Buyer and Seller, and the fees and expenses of Milestone Event I, Milestone Event II shall the Earnout Referee will be equitably adjusted allocated between the Parties in the same proportion that the aggregate amount of disputed items so submitted to reflect the effect Earnout Referee that is unsuccessfully disputed by such Party (as finally determined by the Earnout Referee) bears to the total amount of such remaining disputed items so submitted. In the event that any stock split, reverse stock split, stock dividend amount is payable as the Earnout Payment under this subsection (including any dividend or distribution of securities convertible into shares of Pubco Common Stockc), reorganizationBuyer will pay such amount by wire transfer of immediately available funds to an account designated by the Seller as soon as reasonably practicable but in no event later than 10 days following the receipt of the Final Earnout Report. In the event that the Earnout Payment is adjusted downward in the Final Earnout Report, recapitalizationSeller will pay such amount by wire transfer of immediately available funds to an account designated by Buyer as soon as practicable but in no event later than 10 days following the receipt of the Final Earnout Report. (d) Buyer agrees, reclassification, combination, merger, sale or exchange of shares or other like change with respect to shares the Earnout, except as otherwise agreed by the Seller, such agreement not to be unreasonably withheld or delayed, that: (i) it will use commercially reasonable efforts to cause the Business to be integrated with its existing businesses and operations promptly and in a manner that does not have a material negative impact on the Earnout Payment; (ii) during the Earnout Period it will use commercially reasonable efforts to promote and maximize the sale of Pubco Common Stock occurring after Products; and (iii) during the ClosingEarnout Period it will not cease or materially reduce production of the Products. Notwithstanding the foregoing, Seller acknowledges that (A) upon the closing of the Contemplated Transactions, Buyer has the right to operate the Business and Buyer’s other businesses in any way that Buyer deems appropriate in Buyer’s sole and absolute discretion, consistent with clauses (d)(i) through (d)(iii) above, (B) subject to clauses (d)(i) through (d)(iii) above, Buyer has no obligation to operate the Business in order to achieve any Earnout Payment or to maximize the amount of the Earnout Payment during the Earnout Period or any particular Earnout Quarter, (C) the Earnout Payment is speculative and is subject to numerous factors outside the control of Buyer and Seller, (D) there is no assurance that Seller will receive any Earnout Payment and Buyer has not promised nor projected any Earnout Payment, (E) Buyer owes no fiduciary duty or, subject to clauses (d)(i) through (d)(iii) above, express or implied duty to the Seller, including an implied duty of good faith and fair dealing, and (F) the Parties solely intend the express provisions of this Agreement to govern their contractual relationship. Seller hereby waives any fiduciary duty or, subject to clauses (d)(i) through (d)(iii) above, express or implied duty of Buyer to the Seller, including an implied duty of good faith and fair dealing. (e) Buyer agrees that, if requested by Seller, it will meet with Seller at a mutually agreeable time once each quarter at the Buyer’s principal executive offices during regular business hours, at Seller’s sole expense, to discuss the level of sales of Products. Buyer agrees that it will consider in good faith the suggestions of Seller concerning increasing the sales of Products. If requested by Seller within 60 days from the end of the Earnout Period, Buyer will cooperate with and allow Seller and any representative of Seller, during normal business hours and subject to customary confidentiality restrictions, upon reasonable notice and at Seller’s expense, to conduct an audit of Buyer’s records with respect to the Earnout Payment.

Earnout. (a) At the Closing, and as additional consideration for the Company Merger and the other Transactions, Pubco Parent shall issue or cause electronically through The Depository Trust Company (“DTC”), using DTC’s Deposit/Withdrawal At Custodian System, to be issued the Earnout Securityholders and such Earnout Securityholders will deliver to each Participating Securityholder such Participating Securityholder’s the Earnout Pro Rata Share of the Aggregate Earnout Shares, which shares shall be subject to forfeiture in accordance with the following schedule Escrow Agent (such sharesas defined below), the “Earnout Shares”): Warrants (i) upon the occurrence of Milestone Event I, one-half (1/2) of the Aggregate as such Earnout Shares shall Warrants may be fully vested and no longer subject to forfeiture; and (ii) upon the occurrence of Milestone Event II, the remaining one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; or (iii) upon the occurrence of a Subsequent Transaction at any time during the Milestone Event Period, all of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture. (b) For the avoidance of doubt, (i) the Participating Securityholders shall be entitled to be fully vested in the applicable Earnout Shares upon the occurrence of each Milestone Event or a Subsequent Transaction; provided that each Milestone Event or a Subsequent Transaction shall only occur once, if at all, and in no event shall the Participating Securityholders be entitled to receive more than the Aggregate Earnout Shares; and (ii) to the extent that any Milestone Event or a Subsequent Transaction does not occur in accordance with the terms of this Agreement during the Milestone Event Period, any Earnout Shares that would otherwise be fully vested under this Agreement as a result of the occurrence of such Milestone Event shall instead be forfeited and cancelled without the payment of any consideration in respect thereof. (c) The Pubco Common Stock price targets set forth in the definitions of Milestone Event I, Milestone Event II shall be equitably adjusted to reflect the effect of for any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into shares of Pubco Common Stock), reorganization, recapitalization, reclassification, reorganization, exchange, subdivision or combination) which Earnout Warrants shall be released to the Earnout Securityholders based on their Pro Rata Earnout Portion of the Per Share Earnout Consideration as set forth in the Consideration Spreadsheet, mergerif, sale at any time during the five (5) year period following the Closing (the “Earnout Period”), the VWAP of PubCo Common Stock for any 20 Trading Days within any 30 Trading Day period is greater than $12.50 (the “Earnout Trigger”). The parties agree that the Earnout Securityholders shall be treated, on a pro rata basis, as the owners of the Earnout Warrants for so long as they are in the Earnout Escrow Account for income Tax purposes, and shall file all Tax Returns consistent with such treatment. (b) Upon receipt of the Earnout Warrants, an escrow agent mutually agreed to by Parent and the Company (the “Earnout Escrow Agent”) will place such Earnout Warrants in an escrow account (the “Earnout Escrow Account”) established pursuant to an escrow agreement in a form reasonably acceptable to Parent, the Company and the Earnout Escrow Agent, to be entered into at the Closing by Parent, the Stockholders’ Representative and the Earnout Escrow Agent (the “Earnout Escrow Agreement”). (c) Promptly upon the occurrence of the Earnout Trigger, PubCo and the Stockholders’ Representative shall prepare and deliver, or exchange of shares or other like change cause to be prepared and delivered, a joint written release instruction to the Earnout Escrow Agent (a “Release Notice”), which Release Notice shall set forth in reasonable detail the triggering event giving rise to the requested release and the specific release instructions with respect thereto (including the number of Earnout Warrants to shares be released and the identity of Pubco Common Stock occurring after the ClosingEarnout Securityholder to whom they should be released). The Earnout Warrants that are not earned on or before the expiration of the Earnout Period shall be automatically forfeited and cancelled. (d) If the number of Earnout Warrants to which an Earnout Securityholder is entitled hereunder is a fractional amount, such amount shall be rounded down to the nearest whole number.

Earnout. (a) At the Closing, and as 1,500,000 additional consideration for the Company Merger and the other Transactions, Pubco shall issue or cause to be issued to each Participating Securityholder such Participating Securityholder’s Earnout Pro Rata Share of the Aggregate Earnout Shares, which shares shall be subject to forfeiture in accordance with the following schedule PubCo Shares (such shares, the “Earnout Shares”):) will be issued by PubCo to the Company Shareholders (other than holders of Dissenting Company Shares) and placed in an escrow account with Trustee (the “Earnout Escrow Account” and such Earnout Shares placed in the Earnout Escrow Account, the “Escrowed Earnout Shares”) for the benefit of such Company Shareholders pursuant to an Escrow Agreement between PubCo, Trustee and the Principal Shareholder, as the representative of the Company Shareholders (the “Earnout Escrow Agreement”) in form and substance reasonably satisfactory to the parties thereto; provided, that the Principal Shareholder shall only be a party to the Earnout Escrow Agreement in his capacity as the Company Shareholder Representative if duly appointed by the Company Shareholders. Each Company Shareholder (other than holders of Dissenting Company Shares) shall be shown as the registered owner of its pro rata portion of the Escrowed Earnout Shares on the books and records of PubCo, as set forth on Section 4.6 of the Company Disclosure Schedules (in respect of each Company Shareholder, its “Pro Rata Portion”), and shall be entitled to exercise voting rights and all share rights with respect to such Escrowed Earnout Shares. (b) Subject to adjustment pursuant to Section 4.6(d) below, the Company Shareholders shall have the right to receive their Pro Rata Portion of the Escrowed Earnout Shares after the Closing Date as follows: (i) upon the occurrence Pro Rata Portion of Milestone Event I, one-half (1/2) of the Aggregate 750,000 Earnout Shares shall (collectively, the “2024 Earnout Shares”) will be fully vested issued and no longer subject delivered by PubCo to forfeitureeach Pre-Closing Company Shareholder within five (5) Business Days following the date of filing of an annual report on Form 20-F or 10-K whichever is applicable by PubCo with the SEC containing an audited report issued by the independent auditor of PubCo for the PubCo’s audited consolidated annual financial statements for the fiscal year ending December 31, 2024 prepared in accordance with U.S. GAAP (the “PubCo 2024 Audited Financials”), if and only if, such PubCo 2024 Audited Financial reflects net income in excess of US$5,000,000 during fiscal year 2024; and (ii) upon the occurrence of Milestone Event IIsubject to clause (iii) below, the remaining one-half (1/2) Pro Rata Portion of the Aggregate 750,000 Earnout Shares shall (collectively, the “2025 Earnout Shares”) will be fully vested issued and no longer subject delivered by PubCo to forfeitureeach Pre-Closing Company Shareholder within five (5) Business Days following the date of filing of an annual report on Form 20-F or 10-K whichever is applicable by PubCo with the SEC containing an audited report issued by the independent auditor of PubCo for the PubCo’s audited consolidated annual financial statements for the fiscal year ending December 31, 2025 prepared in accordance with U.S. GAAP (the “PubCo 2025 Audited Financials”), if and only if, such PubCo 2025 Audited Financial reflects net income in excess of US$10,000,000 during fiscal year 2025; orprovided, that (iii) upon if the occurrence PubCo 2024 Audited Financials do not reflect net income in excess of a Subsequent Transaction at any time US$5,000,000 during fiscal year 2024, but the Milestone Event PeriodPubCo 2025 Audited Financials reflect net income in excess of US$15,000,000 during fiscal year 2025, all the Pro Rata Portion of 1,500,000 Earnout Shares will be issued and delivered by PubCo to each Pre-Closing Company Shareholder within five (5) Business Days following the date of filing of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture. (b) PubCo 2025 Audited Financials. For the avoidance of doubt, (iand subject to adjustment pursuant to Section 4.6(d) below, the Participating Securityholders shall be entitled to be fully vested in the applicable maximum aggregate number of Earnout Shares upon the occurrence of each Milestone Event or a Subsequent Transaction; provided that each Milestone Event or a Subsequent Transaction available to Pre-Closing Company Shareholders pursuant to this Section 4.6 shall only occur once, if at all, and in no event shall the Participating Securityholders be entitled to receive more than the Aggregate Earnout Shares; and (ii) to the extent that any Milestone Event or a Subsequent Transaction does not occur in accordance with the terms of this Agreement during the Milestone Event Period, any Earnout Shares that would otherwise be fully vested under this Agreement as a result of the occurrence of such Milestone Event shall instead be forfeited and cancelled without the payment of any consideration in respect thereofexceed 1,500,000. (c) The Pubco Common Stock price targets set forth Any Escrowed Earnout Shares remaining in the definitions Earnout Escrow Account following the Final Earnout Release Date, will be surrendered back to PubCo without consideration by the Company Shareholders execution of Milestone Event Ian irrevocable surrender of shares. The Company Shareholder Representative, Milestone Event II on behalf of the Company Shareholders, shall instruct Continental to unconditionally release the surrendered portion of such Escrowed Earnout Shares from the Earnout Escrow Account to PubCo, and PubCo shall cancel such surrendered portion of such Escrowed Earnout Shares in accordance with the Earnout Escrow Agreement and the Company Shareholder Representative shall execute an irrevocable surrender of shares on behalf of the Company Shareholders in form and substance satisfactory to the Sponsor and surrender such Earnout Shares to PubCo without consideration. (d) The applicable number of Earnout Shares, if any, shall be equitably adjusted subject to reflect equitable adjustment for share splits, share dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into shares of Pubco Common Stock), reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change with respect to shares of Pubco Common Stock occurring PubCo Shares after the ClosingClosing and prior to the Earnout Release Date.

Earnout. (a) At the As additional purchase price consideration, after Closing, and as additional consideration for the Company Merger and the other Transactions, Pubco Purchaser shall issue pay or cause to be issued paid an amount, if any (an "Earnout Payment"), equal to each Participating Securityholder such Participating Securityholder’s the amount payable upon the Business achieving the applicable Milestone Measurement in the Earnout Pro Rata Share of the Aggregate Earnout SharesPeriod, which shares shall be subject to forfeiture the terms and conditions of and in accordance with the following schedule (such shares, the “Earnout Shares”): (i) upon the occurrence of Milestone Event I, one-half (1/2) procedures set forth in this Section 2.7 and on Section 2.7 of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; and (ii) upon the occurrence of Milestone Event II, the remaining one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; or (iii) upon the occurrence of a Subsequent Transaction at any time during the Milestone Event Period, all of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeitureDisclosure Schedules. (b) Not later than 90 days following the end of the Earnout Period, Purchaser shall prepare and deliver to Seller a statement setting forth, in reasonable detail and accompanied by applicable supporting information, Purchaser's good faith determination of the Milestone Measurement in respect of the Earnout Period (the "Earnout Measurement") and any resulting Earnout Payment due, prepared in accordance with Section 2.7 of the Disclosure Schedules (the "Earnout Statement"). (c) If Seller does not deliver a written objection to Purchaser within 60 days following receipt of the Earnout Statement, then the Earnout Measurement (and resulting Earnout Payment) will be final, conclusive and binding on the Parties. To the extent that the Seller disputes any portion of the Earnout Statement, Section 2.4(d) and Section 2.4(e) shall apply mutatis mutandis to this Section 2.7 and the Earnout Statement (and the calculations of the Earnout Measurement and resulting Earnout Payment), shall be finally determined and any dispute regarding any matter set forth in the Earnout Statement shall be resolved in accordance therewith. After the final resolution of any dispute in respect of the Earnout Statement (and the calculations of the Earnout Measurement and Earnout Payment), the Earnout Payment, if any, will be paid promptly (and in any event within five Business Days thereof) by Purchaser by wire transfer of immediately available funds to an account designated in writing by Seller to Purchaser. (d) From Closing until the end of the Earnout Period, (i) Purchaser and its applicable Affiliates, including the Transferred Entities following the Closing, shall not take or fail to take any action with the purpose (and not merely the effect) of preventing the achievement of the full Earnout Payment hereunder. For the avoidance of doubt, notwithstanding anything to the contrary contained herein, (iA) the Participating Securityholders Purchaser and its Affiliates shall otherwise be entitled to be fully vested run and operate the Business and conduct its operations in their sole discretion, (B) Purchaser and its Affiliates shall not have any duty or obligation, expressed or implied, to own, use, or otherwise operate the applicable Earnout Shares upon assets of the occurrence Business in order to maximize or expedite the payments described in this Section 2.7, (C) Purchaser and its Affiliates shall owe no duty, as a fiduciary or otherwise, to Seller or its Affiliates in connection with its operation of each Milestone Event or a Subsequent Transaction; provided that each Milestone Event or a Subsequent Transaction shall only occur once, if at allthe Business following the Closing, and (D) there is no assurance that Seller will receive any payment described in no event shall the Participating Securityholders be entitled to receive more than the Aggregate Earnout Sharesthis Section 2.7; and (ii) to in the extent that event of any Milestone Event direct or a Subsequent Transaction does not occur in accordance with the terms indirect sale of this Agreement during the Milestone Event Period, any Earnout Shares that would otherwise be fully vested under this Agreement as a result more than 50% of the occurrence equity interests or substantially all of the assets of Purchaser or the Business (whether by merger, sale of stock, sale of assets or otherwise) to any unaffiliated third party (each, a "Sale Trigger"), Purchaser shall use its commercially reasonable efforts to cause such Milestone Event shall instead be forfeited and cancelled without the payment of third party to expressly assume any consideration in respect thereof. (c) The Pubco Common Stock price targets then remaining obligations set forth in the definitions of Milestone Event I, Milestone Event II shall be equitably adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into shares of Pubco Common Stock), reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change with respect to shares of Pubco Common Stock occurring after the Closing.this Section 2.7; provided,

Earnout. (a) At For each of the Closingfiscal years ending December 31, 2017 and as additional consideration December 31, 2018 (each, an “Earnout Period”), the Partnership shall prepare and deliver to Proppants, within 90 days after the end of each such fiscal year, a written notice specifying the calculation of Partnership Adjusted EBITDA for such fiscal year (the “Partnership Adjusted EBITDA Notice”). If Partnership Adjusted EBITDA for the Company Merger and fiscal year ending December 31, 2017 exceeds $73.1 million, then the other Partnership shall pay Proppants an additional $5,000,000 in cash with respect to the Contribution Transactions. If Partnership Adjusted EBITDA for the fiscal the year ending December 31, Pubco 2018 exceeds $150.6 million, then the Partnership shall issue or cause pay Proppants an additional $5,000,000 in cash with respect to be issued to each Participating Securityholder such Participating Securityholder’s Earnout Pro Rata Share of the Aggregate Earnout Shares, which shares shall be subject to forfeiture in accordance with the following schedule (such shares, the “Earnout Shares”): (i) upon the occurrence of Milestone Event I, one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; and (ii) upon the occurrence of Milestone Event II, the remaining one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; or (iii) upon the occurrence of a Subsequent Transaction at any time during the Milestone Event Period, all of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeitureContribution Transactions. (b) For If Proppants objects to the avoidance calculation of doubtPartnership Adjusted EBITDA with respect to an Earnout Period as set forth in the Partnership Adjusted EBITDA Notice, then Proppants shall provide the Partnership with written notice of same (which notice shall contain a reasonably detailed explanation of the basis for such objection) (such notice, an “Objection Notice”) within 30 days after the receipt of the Partnership Adjusted EBITDA Notice. If Proppants fails to object to the calculation of Partnership Adjusted EBITDA with respect to an Earnout Period as set forth in the Partnership Adjusted EBITDA Notice within such 30 days period, then Proppants shall be deemed to have agreed with and accepted the Partnership’s calculation of Partnership Adjusted EBITDA with respect to such Earnout Period for all purposes of this Agreement. If Proppants timely provides an Objection Notice as contemplated by this Section 2.3(b), then, for a period of 30 days after the Partnership’s receipt of such Objection Notice (the “Dispute Resolution Period”), the Partnership shall (i) provide Proppants with reasonable access to the Participating Securityholders shall be entitled to be fully vested in books, records (including work papers, schedules, memoranda and other documents), supporting data, facilities and employees of the applicable Earnout Shares upon Partnership for purposes of evaluating the occurrence calculation of each Milestone Event or a Subsequent Transaction; provided that each Milestone Event or a Subsequent Transaction shall only occur once, if at all, and in no event shall the Participating Securityholders be entitled to receive more than the Aggregate Earnout Shares; Partnership Adjusted EBITDA and (ii) to the extent that any Milestone Event reasonably cooperate with Proppants and its representatives in connection with such review, including providing on a timely basis all other information reasonably necessary or a Subsequent Transaction does not occur useful in accordance connection with the terms of this Agreement during the Milestone Event Period, any Earnout Shares that would otherwise be fully vested under this Agreement as a result review of the occurrence calculation of such Milestone Event shall instead be forfeited and cancelled without the payment of any consideration in respect thereofPartnership Adjusted EBITDA. (c) The Pubco Common Stock price targets set forth If Proppants provides an Objection Notice in accordance with Section 2.3(b) and the definitions Partnership and Proppants cannot agree on the calculation of Milestone Event IPartnership Adjusted 12 EBITDA during the Dispute Resolution Period, Milestone Event II shall be equitably adjusted to reflect then the effect Partnership and Proppants will submit their respective calculations of any stock split, reverse stock split, stock dividend the items in dispute (including any dividend adjustments the parties wish to make as a result of negotiations up to the date of such submission) to EEPB, P.C. or distribution an accounting firm of securities convertible into shares of Pubco Common Stocknational standing agreed to by the Partnership and Proppants (the “Accountant”). The Accountant will review each party’s calculations, reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change and with respect to shares each disputed item, make a selection as to which of Pubco Common Stock occurring the disputed items presented to it is, in the aggregate, more accurate (selecting one of such items without interpolation or adjustment). The decision of the Accountant will be made within 20 days after being engaged, or as soon thereafter as reasonably practicable, and will be final and binding on the Closingparties hereto. The costs and expenses of the Accountant will be split evenly by the Partnership and Proppants. Each of the Partnership and Proppants will make available to the Accountant all reasonably relevant books and records relating to the calculations submitted and all other information reasonably requested by the Accountant for purposes of evaluating the calculation of Partnership Adjusted EBITDA. (d) The Conflicts Committee shall review and approve the calculation of Partnership Adjusted EBITDA as determined under this Section 2.3. ARTICLE III

Earnout. (a) At No later than seventy-five (75) days following the Closing, and as additional consideration for the Company Merger and the other Transactions, Pubco shall issue or cause to be issued to each Participating Securityholder such Participating Securityholder’s Earnout Pro Rata Share end of the Aggregate period beginning on January 1, 2026 and ending on December 31, 2026 (the “Earnout SharesMeasurement Period”), which shares Acquiror shall be subject deliver to forfeiture in accordance with the following schedule API Representative a written statement (such sharesstatement, the “Earnout SharesStatement”): ) setting forth its good faith calculation of (i) upon the occurrence of Milestone Event I, one-half (1/2) of Included FRR and the Aggregate Earnout Shares shall be fully vested components thereof and no longer subject to forfeiture; and (ii) upon the occurrence applicable Earnout Amount resulting therefrom, if any (the “Proposed Earnout Amount”), in each case, as calculated in accordance with this Agreement, and together with reasonable supporting documentation for the calculation thereof. Acquiror shall not be permitted to amend the Earnout Statement following its delivery to the API Representative. For illustrative purposes only, attached hereto as Schedule 2.7(a) is a sample calculation of Milestone Event IIIncluded FRR and the resulting Earnout Amount, using the remaining one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; or (iii) upon the occurrence of a Subsequent Transaction at any time during the Milestone Event Period, all of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeitureassumptions set forth therein. (b) If the API Representative disagrees with any part of Acquiror’s calculations in the Earnout Statement (an “Earnout Dispute”), the API Representative shall, within forty-five (45) days after its receipt of the Earnout Statement (the “Earnout Dispute Period”), notify Acquiror in writing of such disagreement (an “Earnout Dispute Notice”). The Earnout Dispute Notice shall specify with reasonable detail which aspects of the calculation of the Earnout Statement, including the amount of Included FRR and the resulting Earnout Amount, are being disputed and describe the basis for and amount of such dispute, and the API Representative’s alternative calculation, in reasonable detail, of such amounts, and any other information applicable to such Earnout Dispute. The API Representative shall not be permitted to amend the Earnout Dispute Notice following its delivery to the Acquiror. (c) Following the delivery of the Earnout Statement until the determination of the Final Earnout Amount, the Acquiror Parties shall, and shall cause the Company Group Entities and any other Persons comprising the Acquired Management Business (the “Acquired Management Business Entities”), and their respective other Affiliates and representatives to, reasonably cooperate with the API Representative and its representatives solely to assist with their review of the Earnout Statement and the calculations therein, including of the Proposed Earnout Amount, including by (i) permitting the API Representative and its representatives to have reasonable access to the books, records and other documents (including work papers, schedules, financial statements, memoranda, etc.) of the Acquiror Parties, the Acquired Management Business Entities and their respective Affiliates and representatives, reasonably cooperating with the API Representative in seeking to obtain work papers from the Acquiror Parties, the Acquired Management Business Entities and their respective other Affiliates and representatives, in each case, to the extent pertaining to or used in connection with the preparation of such documents and providing the API Representative and its representatives with copies thereof (as reasonably requested by the API Representative) and (ii) providing the API Representative and its representatives reasonable access to the employees and accountants of the Acquiror Parties, the Acquired Management Business Entities and their respective Affiliates as reasonably requested by the API Representative; provided, that, in each case, such access shall (A) be conducted during normal business hours and under the supervision of personnel of Acquiror or its Affiliates (other than the Company Group Entities), (B) be conducted in a manner not to unreasonably interfere with the businesses or operations of Acquiror or its Affiliates (including the Acquired Management Business Entities), (C) comply with all applicable Laws, including those regarding the exchange of competitively sensitive information and (D) be subject to API Representative’s and its representatives’ execution of customary access letters which contain, among other things, a non-reliance provision. Notwithstanding anything herein to the contrary, no such access shall be permitted to the extent that it would require the Acquiror or any of the Acquired Management Business Entities to disclose information that is subject to attorney-client privilege or for which disclosure is prohibited by the terms of any Contract or applicable Law; provided, that the Acquiror Parties shall, and shall cause their respective Affiliates (including the Acquired Management Business Entities) to, use their respective commercially reasonable efforts to permit such access and disclosure in a manner that does not violate any such Contract, Law or attorney-client or other privilege. If the API Representative does not deliver an Earnout Dispute Notice to Acquiror prior to the end of the Earnout Dispute Period, then such Earnout Statement shall be conclusive, final and binding on the API Entities and Acquiror (and all other Parties) in the form in which it was delivered to the API Representative and such Proposed Earnout Amount shall be deemed to be the “Final Earnout Amount”. The API Representative may, at any time prior to the last day of such Earnout Dispute Period, notify Acquiror that such party agrees with the Earnout Statement, and upon such notification from the API Representative, the Proposed Earnout Amount shall be deemed to be the “Final Earnout Amount”. (d) If an Earnout Dispute Notice is timely delivered by the API Representative to Acquiror, the API Representative, on the one hand, and Acquiror, on the other hand, shall negotiate in good faith to resolve such Earnout Dispute and any such resolution agreed upon in writing shall be conclusive and binding on the API Entities and Acquiror (and all other Parties). In the event that the API Representative and Acquiror are unable to resolve such Earnout Dispute within thirty (30) days after Acquiror’s receipt of such timely delivered Earnout Dispute Notice, either the API Representative or Acquiror, as applicable, may submit such Earnout Dispute to the Accounting Expert. For the avoidance of doubt, (i) items and amounts not objected to by the Participating Securityholders API Representative in the Earnout Dispute Notice shall be entitled deemed resolved and shall not be submitted to be fully vested in the applicable Earnout Shares upon Accounting Expert. (e) Acquiror and the occurrence of each Milestone Event or a Subsequent Transaction; provided that each Milestone Event or a Subsequent Transaction API Representative shall only occur once, if at alluse commercially reasonable efforts to cause, and shall instruct, the Accounting Expert to resolve all Earnout Disputes as soon as practicable, but in no any event shall direct the Participating Securityholders be entitled Accounting Expert to receive more render a determination within thirty (30) days after its retention. The Accounting Expert, acting as an expert and not as an arbitrator, shall consider only those items and amounts in Acquiror’s or API Representative’s respective calculations of the Earnout Statement, as applicable, including the amount of Included FRR and the Earnout Amount resulting therefrom, that are identified as being items and amounts to which Acquiror or the API Representative, as applicable, have been unable to agree in writing. In resolving any disputed item, the Accounting Expert may not assign a value to any item greater than the Aggregate Earnout Shares; greatest value for such item claimed by either Acquiror or the API Representative or less than the smallest value for such item claimed by either Acquiror or the API Representative. The Accounting Expert’s determination shall be based solely on written materials submitted by the API Representative and Acquiror and their respective representatives, as applicable (ii) a copy of which shall be delivered to Acquiror or the API Representative, as applicable, substantially concurrently with delivery to the extent that any Milestone Event or a Subsequent Transaction does Accounting Expert) (i.e., not occur in accordance with on independent review), and on the terms of this Agreement during the Milestone Event Period, any Earnout Shares that would otherwise be fully vested under this Agreement as a result Section 2.7. The determination of the occurrence of such Milestone Event shall instead be forfeited and cancelled without the payment of any consideration in respect thereof. (c) The Pubco Common Stock price targets set forth in the definitions of Milestone Event I, Milestone Event II Accounting Expert shall be equitably adjusted conclusive and binding upon the Parties and shall not be subject to reflect the effect of any stock split, reverse stock split, stock dividend appeal or further review (including any dividend or distribution of securities convertible into shares of Pubco Common Stock), reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change than with respect to shares errors in arithmetic calculations). For purposes of Pubco Common Stock occurring after this Agreement, a “Final Earnout Amount” shall mean a Proposed Earnout Amount as finally determined pursuant to this Section 2.7 or as otherwise agreed in writing by Acquiror and the ClosingAPI Representative.

Earnout. (a1) At An earnout ("Earnout") shall be payable to Seller as set forth below in cash in an amount equal to (i) three multiplied by (ii) the amount by which earnings before interest, taxes, depreciation and amortization attributable to the Business ("EBITDA"), as such amount is calculated in accordance with generally accepted accounting principles ("GAAP") exceeds the applicable threshold set forth below (the "Post-Closing EBITDA Threshold"). The Post-Closing EBITDA Threshold shall be calculated for two time periods and the Earnout, if any, shall be paid on two dates. The first time period shall be the full 12 months after January 1, 2003 ("First Anniversary Earnout Period") and the Post-Closing EBITDA Threshold for the First Anniversary Earnout Period shall be $1,400,000. The second time period shall be the full 12 months after January 1, 2004 ("Second Anniversary Earnout Period") and the Post-Closing EBITDA Threshold for the Second Anniversary Earnout Period shall be EBITDA for the First Anniversary Earnout Period. Buyer shall pay the Earnout attributable to the First Anniversary Earnout Period, if any, on July 1, 2004 ("First Anniversary Payout Date") and shall pay the Earnout attributable to the Second Anniversary Earnout Period, if any, on July 1, 2005 ("Second Anniversary Payout Date"); provided, however, that Buyer shall not be required to pay the applicable Earnout if on the First Anniversary Payout Date or the Second Anniversary Payout Date, as applicable, the Shareholder's employment with Buyer has been terminated (i) by Shareholder without Good Reason (as defined in the Employment Agreement between Buyer and Shareholder of even date herewith) or (ii) by the Buyer for Cause (as defined in the Employment Agreement between Buyer and Shareholder of even date herewith). Seller agrees that if any amount remains outstanding under the Note at the time of payment of any Earnout, then outstanding amounts under the Note shall be set off against the amount of the Earnout to be paid by Buyer to Seller under this subsection in the order specified in the Note. Buyer shall pay the Earnout, if any, to Seller by wire transfer to an account designated by Seller. (2) For purposes of this Section, EBITDA shall be calculated in good faith in accordance with GAAP on the accrual basis of accounting and in a manner consistent with Buyer's consolidated audited financial statements, taking into account the need to segregate the Business from Buyer's other business. After the Closing, and the Business shall become known as additional consideration for the Company Merger and Travel Nurse International Group (the other Transactions, Pubco shall issue or cause to be issued to each Participating Securityholder such Participating Securityholder’s Earnout Pro Rata Share "TNI Group") of the Aggregate Earnout Shares, which shares shall be subject to forfeiture in accordance with the following schedule (such shares, the “Earnout Shares”): Buyer's Travel Nurse Division. Buyer agrees (i) upon to provide sufficient working capital to support the occurrence of Milestone Event I, one-half (1/2) growth of the Aggregate Earnout Shares shall be fully vested TNI Group as determined reasonably and no longer subject to forfeiture; and (ii) upon the occurrence of Milestone Event IIin good faith by Buyer in consultation with Shareholder, the remaining one-half (1/2) as manager of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; or (iii) upon the occurrence of a Subsequent Transaction at any time during the Milestone Event Period, all of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture. (b) For the avoidance of doubt, (i) the Participating Securityholders shall be entitled to be fully vested in the applicable Earnout Shares upon the occurrence of each Milestone Event or a Subsequent Transaction; provided that each Milestone Event or a Subsequent Transaction shall only occur once, if at all, and in no event shall the Participating Securityholders be entitled to receive more than the Aggregate Earnout Shares; TNI Group and (ii) not to limit the geographic scope of the TNI Group's client base. Buyer agrees not to charge any corporate administrative, management and/or accounting fees to the extent TNI Group's operations post-Closing. If Buyer decides to merge, consolidate or otherwise join the TNI Group with any other business, Buyer shall take all necessary steps to ensure that the Earnout can be clearly and properly calculated after such merger, consolidation or other event resulting in the TNI Group not being operated as a separate business unit of Buyer. (3) After the Closing and until December 31, 2005, upon written request of Seller or Shareholder, Buyer shall permit Seller or Shareholder, or an agent of Seller or Shareholder reasonably acceptable to Buyer (the "Auditor"), to have access during normal business hours to such of the records of Buyer as may be reasonably necessary to verify Buyer's calculation of any Milestone Event portion of the Earnout ("Buyer's Calculation"). Within 15 days after concluding its review of Buyer records, Seller, Shareholder or the Auditor, as applicable, shall provide a Subsequent Transaction does not occur written report setting forth in accordance reasonable detail its calculation of the Earnout (the "Seller Calculation"). If the Seller Calculation shows that Buyer underpaid the applicable portion of the Earnout, Buyer shall have 15 days after its receipt of the Seller Calculation to review such calculation. If Buyer disagrees with the terms Seller Calculation, Buyer shall give Seller notice of this Agreement during its intent to retain an independent certified public accounting firm (the Milestone Event Period"Independent Auditor") to audit the Earnout calculation. If the Independent Auditor's calculation of the Earnout (the "Independent Auditor Calculation") results in an Earnout that is the same as the Buyer Calculation or the Seller Calculation, the Independent Auditor Calculation shall be final and binding on the parties. If the Independent Auditor Calculation differs from the Buyer Calculation and the Seller Calculation, Buyer and Seller shall mutually select an independent certified public accounting firm (the "Final Auditor") to review the Buyer Calculation, the Seller Calculation and the Independent Auditor Calculation, to determine the Earnout, if any, due to Seller and to provide a report of its findings to Buyer and Seller (the "Final Audit"). The results of the Final Audit shall be final and binding on the parties. Buyer shall pay any Earnout Shares that would otherwise be fully vested under this Agreement additional amount found due as a result of the occurrence Final Audit within 30 days after Buyer's receipt of such Milestone Event shall instead be forfeited the Final Audit report. If it is determined that Buyer underpaid the Earnout, any fees and cancelled without expenses charged by the payment of any consideration in respect thereof. (c) The Pubco Common Stock price targets set forth in Auditor, the definitions of Milestone Event I, Milestone Event II Independent Auditor and the Final Auditor shall be equitably adjusted paid by Buyer. If it is determined that Buyer overpaid the Earnout, any fees and expenses charged by the Auditor, the Independent Auditor and the Final Auditor shall be paid by Seller and Shareholder. Seller may request to reflect audit the effect calculation of the Earnout not more than once during any stock split12 month period. Seller and Shareholder shall not, reverse stock splitand shall cause third parties retained by Seller or Shareholder pursuant to this Section not to, stock dividend (including disclose any dividend or distribution of securities convertible into shares of Pubco Common Stock), reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares financial or other like change with respect confidential information of Buyer received pursuant to shares of Pubco Common Stock occurring after the Closingthis Section.

Earnout. (a) At the Closing, Subject to and as additional consideration for the Company Merger and the other Transactions, Pubco shall issue or cause to be issued to each Participating Securityholder such Participating Securityholder’s Earnout Pro Rata Share of the Aggregate Earnout Shares, which shares shall be subject to forfeiture in accordance with the following schedule (such shares, the “Earnout Shares”): (i) upon the occurrence of Milestone Event I, one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; and (ii) upon the occurrence of Milestone Event II, the remaining one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; or (iii) upon the occurrence of a Subsequent Transaction at any time during the Milestone Event Period, all of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture. (b) For the avoidance of doubt, (i) the Participating Securityholders shall be entitled to be fully vested in the applicable Earnout Shares upon the occurrence of each Milestone Event or a Subsequent Transaction; provided that each Milestone Event or a Subsequent Transaction shall only occur once, if at all, and in no event shall the Participating Securityholders be entitled to receive more than the Aggregate Earnout Shares; and (ii) to the extent that any Milestone Event or a Subsequent Transaction does not occur in accordance with the terms of and conditions set forth in this Agreement Section 3.2, Buyer shall pay Seller a contingent earnout payment, if any (the "Earnout Amount"), based on the revenue generated directly by the Business (the "Earnout Revenue") during the Milestone Event period commencing August 1, 2013 and ending on April 30, 2014 (the "Earnout Period"). If the Earnout Revenue for the Earnout Period is equal to or greater than $3,750,000, the Earnout Amount shall be $1,000,000; if the Earnout Revenue for the Earnout Period is less than $3,750,000, the Earnout Amount shall equal two-thirds of the amount, if any, by which the Earnout Revenue for the Earnout Period exceeds $2,250,000; provided, however, that the Earnout Amount shall in no event exceed $1,000,000. ASSET PURCHASE AGREEMENT (b) No later than 15 calendar days after the end of each calendar month during the Earnout Period, any Earnout Shares that would otherwise be fully vested under this Agreement as Buyer shall deliver to Seller a result written schedule setting forth in reasonable detail its calculation of the occurrence of Earnout Revenue generated in such Milestone Event shall instead be forfeited month and cancelled without cumulative to date for the payment of any consideration in respect thereofEarnout Period, together with reasonably detailed information supporting the calculation, including reasonable detail regarding booking, shipping and backlog for such month and period to date. (c) No later than May 31, 2014, Buyer shall deliver to Seller a written schedule setting forth in reasonable detail its calculation of the Earnout Amount, together with reasonably detailed information supporting the calculation (the "Earnout Calculation"). If, within 20 calendar days after Seller's receipt of the Earnout Calculation, Buyer shall not have received written notice from Seller stating, in reasonable detail, disputes by Seller with the Earnout Calculation, then the Earnout Amount shall be deemed final and binding on the parties. If Seller, within such 20-day period, gives written notice to Buyer of any such disputes to the Earnout Calculation, Buyer and Seller shall attempt to reconcile their differences. If Buyer and Seller are unable to reach a resolution within 15 calendar days after receipt by Buyer of Seller's written notice of dispute, Buyer and Seller shall submit the items remaining in dispute for resolution to the Independent Accounting Firm, which shall, within 30 calendar days of such submission, determine and report to Seller and Buyer upon such remaining disputed items, and such report shall be final, binding and conclusive on Seller and Buyer. The Pubco Common Stock price targets fees and disbursements of the Independent Accounting Firm shall be allocated in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that are unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed items so submitted. (d) Buyer shall pay Seller the Earnout Amount, if any, within 10 calendar days of a final determination of such Earnout Amount in accordance with this Section 3.2 by wire transfer in immediately available funds to an account designated by Seller. Any portion of the Earnout Amount that is not paid when due shall bear interest at the rate of 7% per annum until paid and Buyer shall pay any Losses reasonably incurred by Seller in connection with collecting such amount. (e) Seller acknowledges and agrees that (i) its sole and exclusive right under this Section 3.2 shall be to receive, subject to the other terms of this Agreement, the Earnout Amount payable pursuant to this Section 3.2 and any interest and collection costs payable under Section 3.2(d); (ii) except as set forth in the definitions of Milestone Event I, Milestone Event II shall be equitably adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into shares of Pubco Common StockSection 3.2(f), reorganization, recapitalization, reclassification, combination, merger, sale Buyer is not under any obligation to provide any specific level of investment or exchange of shares financial assistance to the Business or other like change the Assets or to undertake any specific actions with respect to shares the operation of Pubco Common Stock occurring after the ClosingBusiness or the Assets; and (iii) Buyer is not representing or warranting that any specific level of revenue will be achieved from the Business during the Earnout Period. (f) During the Earnout Period, Buyer shall use commercially reasonable efforts to timely comply with shipping schedules and other revenue recognition requirements consistent with Buyer's practices and shall refrain from taking any action the principal purpose of which is to reduce the amount of the Earnout Amount. (g) All payments made under this Section 3.2 and all other payments made under this Agreement to Seller are being paid solely in exchange for the purchase of the Assets, and the Parties shall not take a Tax return position inconsistent with the foregoing. ASSET PURCHASE AGREEMENT

Earnout. (a) At the ClosingBuyer shall prepare and deliver, and as additional consideration for the Company Merger and the other Transactions, Pubco shall issue or cause to be issued prepared and delivered, to the Sellers’ Representative, no later than sixty (60) days after each Participating Securityholder such Participating SecurityholderEarnout Period, a statement setting forth the Company’s AUM for the most recently completed Earnout Pro Rata Share Period along with a calculation of the Aggregate applicable Earnout SharesPayment for the most recently completed Earnout Period, which shares shall be subject to forfeiture in accordance together with the following schedule supporting documents (such shares, the an “Earnout SharesStatement”): (i) upon the occurrence of Milestone Event I, one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; and (ii) upon the occurrence of Milestone Event II, the remaining one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; or (iii) upon the occurrence of a Subsequent Transaction at any time during the Milestone Event Period, all of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture). (b) For the avoidance of doubt, (i) the Participating Securityholders The calculations set forth in each Earnout Statement shall be entitled final, conclusive and binding upon the parties unless the Sellers’ Representative delivers to Buyer, within the thirty (30) days following the date on which an Earnout Statement was delivered (a “Earnout Statement Review Period”), a written notice (a “Earnout Statement Notice of Objection”) that the Sellers’ Representative, on behalf of the Sellers, disagrees with any calculations set forth in an Earnout Statement and setting forth the Sellers’ Representative calculation of the disputed amount, a description in reasonable detail of the grounds for each such disagreement and the Sellers’ Representative calculation of Company’s AUM for the most recently completed Earnout Period based on such objections (each such item or amount as to which the Sellers’ Representative disagrees and set forth in the Earnout Statement Notice of Objection, an “Earnout Item of Disagreement”). During an Earnout Statement Review Period, the Sellers’ Representative, on behalf of the Sellers, and its accountants (which may be fully vested the Company’s accountants as of the date of this Agreement) shall, at the Sellers’ Representative’s expense, on behalf of the Sellers, be permitted reasonable access to review the working papers of Buyer relating to the applicable Earnout Statement to verify the accuracy thereof; provided, that in order to review such accountant’s working papers the Sellers’ Representative and its accountants shall execute any confidentiality agreements, releases or waivers customarily required by such accountant in connection therewith. Except for those Earnout Items of Disagreement set forth in the applicable Earnout Shares Statement Notice of Objection, Buyer and the Sellers’ Representative, on behalf of the Sellers, shall be deemed to have agreed with all other items and amounts set forth in the applicable Earnout Statement, which items and amounts shall be conclusive and binding upon all of the occurrence parties. All information disclosed to Sellers’ Representative or its representatives pursuant to this Section 2.5(b) shall be considered confidential information of each Milestone Event or a Subsequent Transaction; provided that each Milestone Event or a Subsequent Transaction shall only occur once, if at allBuyer, and in no event the Sellers’ Representative shall, and shall the Participating Securityholders be entitled to receive more than the Aggregate Earnout Shares; and (ii) to the extent that any Milestone Event or a Subsequent Transaction does not occur in accordance with the terms of this Agreement during the Milestone Event Periodcause its representatives to, any Earnout Shares that would otherwise be fully vested under this Agreement as a result of the occurrence of keep all such Milestone Event shall instead be forfeited and cancelled without the payment of any consideration in respect thereofinformation strictly confidential. (c) The Pubco Common Stock price targets In the event that the Sellers’ Representative delivers an Earnout Statement Notice of Objection to Buyer within the applicable Earnout Statement Review Period, Buyer and the Sellers’ Representative, on behalf of the Sellers, will negotiate in good faith to resolve all applicable Earnout Items of Disagreement. If, after a period of thirty (30) days following the date on which an Earnout Statement Notice of Objection is delivered, Buyer and the Sellers’ Representative, on behalf of the Sellers, have not resolved each such Earnout Item of Disagreement, then either Buyer or the Sellers’ Representative shall be entitled to submit all such Earnout Items of Disagreement that remain unresolved to the Independent Accountant, pursuant to the procedures set forth in Section 2.4(c). (d) Within five (5) Business Days following the definitions date on which the Company’s AUM and the corresponding Earnout Payments for the applicable Earnout Period are finally determined in accordance with the foregoing provisions of Milestone Event Ithis Section 2.5, Milestone Event II Buyer shall pay, or cause to be equitably adjusted paid, to reflect the effect Sellers’ Representative, on behalf of any stock splitthe Sellers, reverse stock splitan amount equal to the Earnout Payment. (e) From and after the Effective Time, stock dividend Buyer and its Affiliates (including any dividend or distribution of securities convertible into shares of Pubco Common Stock), reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change i) have complete control and sole and absolute discretion with respect to shares decisions concerning the operations of Pubco Common Stock occurring after the ClosingCompany, the Subsidiaries and their respective businesses (whether or not consistent with such operations prior to the Effective Time) and (ii) are only required to take actions in connection with the Company and its Subsidiaries that Buyer and its Affiliates believe to be in the best interests of Buyer and, as applicable, its Affiliates, and do not owe any duties, express or implied, to any Sellers or any of their respective Affiliates by virtue of this Section 2.5 (other than to make the payments, if any, due under Section 2.5). The Company’s AUM is speculative and subject to numerous risks and uncertainties, many of which may be outside the control of Buyer, and there is no assurance that Company’s AUM threshold will be achieved. Notwithstanding the foregoing, Buyer and its Affiliates shall act in good faith, and, except as required by applicable Law, shall not take any action(s) or implement no strategy(ies) the primary purpose of which is to unreasonably and materially interfere with the Sellers’ ability to achieve the Earnout Payments. (f) The right to receive any portion of the Earnout Payments (i) is solely a contractual right and is not a security (and shall confer upon the Sellers only the rights of a general unsecured creditor); (ii) will not be represented by any form of certificate or instrument; (iii) does not give any Seller any dividend rights, voting rights, liquidation rights, preemptive rights or other similar rights and (iv) is not redeemable. Notwithstanding anything herein to the contrary, the Earnout Payments are subject to Purchaser’s right of setoff in Section 8.9.” j. Section 2.6 of the Purchase Agreement is hereby amended and restated in its entirety as follows:

Earnout. (a) At the Closing, and as additional consideration for the Company Merger and the other Transactions, Pubco shall issue or cause to be issued to each Participating Securityholder such Participating Securityholder’s Earnout Pro Rata Share of the Aggregate Earnout Shares, which shares shall be subject to forfeiture in accordance with the following schedule (such shares, the “Earnout Shares”): (i) upon the occurrence of Milestone Event I, one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; and (ii) upon the occurrence of Milestone Event II, the remaining one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; or (iii) upon the occurrence of a Subsequent Transaction at any time during the Milestone Event Period, all of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture. (b) For the avoidance of doubt, (i) the Participating Securityholders Seller shall be entitled to additional consideration from Purchaser (any such additional consideration, an “Earnout Amount”) as follows: [***] The parties hereto agree that, except as hereinafter provided, no interest shall accrue on, or be fully vested in the applicable Earnout Shares upon the occurrence of each Milestone Event or a Subsequent Transaction; provided that each Milestone Event or a Subsequent Transaction shall only occur once, if at all, due and in no event shall the Participating Securityholders be entitled to receive more than the Aggregate Earnout Shares; and (ii) to the extent that any Milestone Event or a Subsequent Transaction does not occur in accordance payable with the terms of this Agreement during the Milestone Event Periodrespect to, any Earnout Amount. Purchaser shall deliver any Earnout Amount for any Earnout Period (as defined below) to Seller within five business days after the Final Earnout Amount Determination Date for such period. At Purchaser’s option, up to [***] of each Earnout Amount may be satisfied by the issuance to Seller of unregistered shares of Parent Common Stock having a Fair Market Value equal to such portion of such Earnout Amount. Shares of Parent Common Stock issued in satisfaction of any portion of an Earnout Amount are referred to as “Earnout Shares” and, together with the Initial Shares, as the “Shares”. [***] In no event will any Shares be issued hereunder if the issuance of such Shares would cause the total number of Shares issued pursuant to this Agreement to exceed 19.9% of the number of shares of Parent Common Stock outstanding on the Closing Date. Any Earnout Amount that would otherwise be fully vested under this Agreement satisfied by the issuance of Earnout Shares in excess of such amount, and any other portion of an Earnout Amount that is not satisfied through the issuance of Earnout Shares, will be paid in cash by wire transfer of immediately available funds in accordance with written instructions delivered to Purchaser by Seller. Seller acknowledges and agrees that neither Purchaser nor any other Person makes any guarantee or representation to Seller that any Earnout Amount will be realized. Any Earnout Amount that is paid in cash or Earnout Shares to Seller or its designees shall be treated as a result component of the occurrence of such Milestone Event shall instead be forfeited Purchase Price. [***] Confidential treatment requested. Omitted portions have been filed separately with the Securities and cancelled without the payment of any consideration in respect thereofExchange Commission. (c) The Pubco Common Stock price targets set forth in the definitions of Milestone Event I, Milestone Event II shall be equitably adjusted to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into shares of Pubco Common Stock), reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change with respect to shares of Pubco Common Stock occurring after the Closing.

Earnout. The Earnout Amounts payable in the aggregate for all Earnout Periods to the Sellers shall be determined as follows: (a) At For each Earnout Period and for each Target Level listed on Exhibit 1.4 (a) attached hereto, the Closing, and as additional consideration for the Company Merger and the other Transactions, Pubco shall issue or cause to be issued to each Participating Securityholder such Participating Securityholder’s Earnout Pro Rata Share of the Aggregate Earnout Shares, which shares Amounts listed on Exhibit 1.4 (a) shall be subject to forfeiture in accordance with determined separately. If a Target Level is achieved for an Earnout Period, then the following schedule (corresponding Earnout Amount for such shares, the “Earnout Shares”): (i) upon the occurrence of Milestone Event I, one-half (1/2) of the Aggregate Earnout Shares Target Level shall be fully vested due and no longer subject payable to forfeiture; and (ii) upon the occurrence Sellers for such Earnout Period pursuant to the terms of Milestone Event II, the remaining one-half (1/2) of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiture; or (iii) upon the occurrence of a Subsequent Transaction at any time during the Milestone Event Period, all of the Aggregate Earnout Shares shall be fully vested and no longer subject to forfeiturethis Agreement. (b) For Notwithstanding anything to the avoidance of doubtcontrary herein, (i) if a Target Level is not achieved for the Participating Securityholders shall 2005 Earnout Period, the Earnout Amount for the 2005 Earnout Period can subsequently be earned by achieving the combined Target Levels for the 2005 Earnout Period and the 2006 Earnout Period. By achieving such combined Target Levels, the Sellers would be entitled to be fully vested in the applicable Earnout Shares upon Amounts for the occurrence of each Milestone Event or a Subsequent Transaction; provided that each Milestone Event or a Subsequent Transaction shall only occur once2005 and 2006 Earnout Periods. In addition, if at allthe Target Level is not achieved for the 2006 Earnout Period, the Earnout Amount for the 2006 Earnout Period can subsequently be earned by achieving the combined Target Levels for the 2006 Earnout Period and in no event shall the Participating Securityholders 2007 Earnout Period. By achieving such combined Target Levels, the Sellers would be entitled to receive more than the Aggregate Earnout Shares; Amounts for the 2006 and (ii2007 Earnout Periods. See Exhibit 1.4(b) to the extent that any Milestone Event or a Subsequent Transaction does not occur in accordance with the terms of this Agreement during the Milestone Event Period, any Earnout Shares that would otherwise be fully vested under this Agreement as a result of the occurrence for examples of such Milestone Event shall instead be forfeited and cancelled without the payment of any consideration in respect thereofcalculations. (c) The Pubco Common Stock price targets set forth Notwithstanding anything to the contrary herein, if a Target Level is exceeded for the 2004 Earnout Period, 2005 Earnout Period or 2006 Earnout Period, the amount by which the applicable Target Level was exceeded in such Earnout Period can be applied to and aggregated with the definitions Target Level for the Earnout Period immediately following for purposes of Milestone Event Idetermining if such Target Level is achieved for such immediately following Earnout Period. See Exhibit 1.4(c) for examples of such calculations. (d) Notwithstanding anything to the contrary herein, Milestone Event II shall if the Target Level is not achieved for the 2005 Earnout Period, the Earnout Amount for the 2005 Earnout Period can subsequently be equitably adjusted to reflect earned by achieving the effect of any stock splitcombined Target Levels for the 2005 Earnout Period, reverse stock split2006 Earnout Period and the 2007 Earnout Period. If such combined Target Levels are achieved, stock dividend (including any dividend or distribution of securities convertible into shares of Pubco Common Stock)the Earnout Amounts for the 2005 Earnout Period, reorganization, recapitalization, reclassification, combination, merger, sale or exchange of shares or other like change with respect to shares of Pubco Common Stock occurring after 2006 Earnout Period and the Closing.2007 Earnout Period would be been attained and would be due and payable. See Exhibit 1.4