Common use of Earnout Clause in Contracts

Earnout. (a) A Shareholder’s right to receive Earnout Shares pursuant to this Section 2.4, if any, is subject to the closing price of PubCo Shares equaling or exceeding, for any 20 trading days during a 30 consecutive trading day period, (i) $12.00 per share (the “First Earnout Condition”), (ii) $14.00 per share (the “Second Earnout Condition”) or (iii) $16.00 per share (the “Third Earnout Condition”; and each of the First, Second and Third Earnout Conditions an “Earnout Condition”), as applicable, in each case as equitably adjusted for share splits, share dividends, reorganizations and recapitalisations. (b) As additional consideration for the transfer of Company Shares to PubCo pursuant to this Section 2, as promptly as reasonably practicable (but in any event, within ten Business Days) after the satisfaction of an Earnout Condition, PubCo shall issue and allot or cause to be issued and allotted to each applicable Shareholder the applicable Earnout Shares. (c) In the event that an Earnout Condition is not satisfied prior to the fifth anniversary of the Closing, the contingent right and entitlement of such Shareholders to the applicable Earnout Shares shall be forfeited and cease to exist. (d) Any issuance of Earnout Shares shall be treated as an adjustment to the consideration paid at the Closing, except to the extent otherwise required by Law, and an amount equal to the aggregate par value of the Earnout Shares so issued will be credited to the capital account of PubCo. (e) To the extent that, prior to the fifth anniversary of the Closing, there is a bona fide third party transaction that results in PubCo Shares being converted into the right to receive cash or other consideration having a per share value (as adjusted for share splits, share dividends, reorganizations and recapitalisations, and in the case of any non-cash consideration, as provided in the definitive transactions documents for such transaction, or if not so provided, determined by the board of directors of PubCo in good faith) (i) equal to or in excess of any Earnout Condition that has not yet been satisfied, then the applicable Earnout Shares shall be issued to the relevant Shareholders effective as of immediately prior to the consummation of such transaction, or otherwise treated as so issued in connection therewith, so as to ensure that the recipients of such Earnout Shares shall receive such Earnout Shares, and all proceeds thereof, in connection with such transaction, and (ii) less than any Earnout Condition that has not yet been satisfied, then the contingent right and entitlement of such Shareholders to the applicable Earnout Shares shall be forfeited and cease to exist.

Earnout. (a) A Shareholder’s right Subject to receive Earnout Shares pursuant the other terms of this Agreement, as additional consideration for the Merger, Parent shall pay to this Section 2.4the Company Stockholders and Qualifying Option Holders and allocate to the Bonus Pool the amounts earned, if any, is as set forth on Exhibit C (collectively, the “Earnout Payments”), subject to the closing price satisfaction of PubCo Shares equaling or exceedingthe conditions set forth thereon and herein. The Earnout Payments shall be calculated by Parent in accordance with Exhibit C as of the close of business on March 30, for any 20 trading days during a 30 consecutive trading day period2012 and March 29, (i) $12.00 per share 2013, respectively. The Earnout Payment calculation (the “First Earnout Condition”), (ii) $14.00 per share (the “Second Earnout ConditionPayment Calculation”) shall be provided by Parent to Stockholder’s Agent on or before May 30, 2012 for the Earnout Payment set forth in Paragraph (iiia) $16.00 per share of Exhibit C, and on or before May 29, 2013 for the Earnout Payment set forth in Paragraphs (the “Third Earnout Condition”; b) and each (c) of the First, Second and Third Earnout Conditions an “Earnout Condition”), as applicable, in each case as equitably adjusted for share splits, share dividends, reorganizations and recapitalisations.Exhibit C. (b) As additional consideration for Stockholders’ Agent shall be entitled to review the transfer Earnout Payment Calculation, together with supporting work papers and books and records, in each case, of Company Shares Parent and its representatives, accountants and other advisors, to PubCo pursuant to this Section 2, as promptly as reasonably practicable be provided upon Stockholders’ Agent’s reasonable request. During a period of thirty (but in any event, within ten Business Days30) days after the satisfaction date Stockholders’ Agent receives the Earnout Payment Calculation (the “Objection Period”), if Stockholders’ Agent disagrees with the Earnout Payment Calculation, then Stockholders’ Agent shall give written notice (an “Objection Notice”) to Parent within such thirty (30) day period specifying in reasonable detail Stockholders’ Agent’s disagreement with Parent’s determination of an Earnout Condition, PubCo shall issue and allot or cause to be issued and allotted to each applicable Shareholder the applicable Earnout SharesPayment as set forth in the Earnout Payment Calculation. Any Objection Notice must specify those items or amounts as to which Stockholders’ Agent disagrees, and Stockholders’ Agent will be deemed to have agreed with all other items and amounts contained in the Earnout Payment Calculation. If Stockholders’ Agent does not deliver an Objection Notice within the Objection Period, then Stockholders’ Agent will be deemed to have agreed entirely with the determination of the applicable Earnout Payment as set forth in the Earnout Payment Calculation. (c) If an Objection Notice is duly and timely delivered in accordance with the terms of Section 2.18(b), Parent and Stockholders’ Agent will, during the thirty (30) days following delivery of the Objection Notice, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the Earnout Payment, which amount must be within the range of the amount thereof shown in the Earnout Payment Calculation and the amount thereof shown in the Objection Notice. If during such thirty (30) day period, Parent and Stockholders’ Agent are unable to reach agreement on the Earnout Payment, they will promptly thereafter cause an independent accounting firm of recognized national or regional standing to be mutually agreed upon by Parent and Stockholders’ Agent, acting reasonably and in good faith (the “Independent Accounting Firm”), to review this Agreement and the disputed items or amounts for the purpose of calculating the Earnout Payment (it being understood that in making such determination, the Independent Accounting Firm will be functioning as an expert and not as an arbitrator). In making its calculation of the event Earnout Payment, the Independent Accounting Firm may consider only those items or amounts in the Earnout Payment Calculation as to which Stockholders’ Agent disagreed in the Objection Notice. The Independent Accounting Firm’s determination of any disputed items or amounts and its calculation of the Earnout Payment must be within the range of the amount thereof shown in the Earnout Payment Calculation and the amount thereof shown on the Objection Notice. The Independent Accounting Firm will deliver to Parent and Stockholders’ Agent, as promptly as practicable, a report setting forth, in reasonable detail, its determination of the disputed items and the resulting Earnout Payment. Such report will be final and binding upon the Parties and the Company Stockholders, Qualifying Option Holders and Bonus Pool Recipients absent manifest error. The cost of the Independent Accounting Firm’s review and report will be borne by Parent, on the one hand, and the Company Stockholders, Qualifying Option Holders and Bonus Pool Recipients on the other hand, in the same proportion that an Earnout Condition is the dollar amount of the disputed items or amounts that are not satisfied prior resolved in favor of Parent, on the one hand, and the Company Stockholders, Qualifying Option Holders and Bonus Pool Recipients, on the other hand (as applicable), bears to the fifth anniversary total dollar amount of items or amounts in dispute resolved by the ClosingIndependent Accounting Firm. Each Party, the contingent right Stockholders’ Agent and entitlement each Company Stockholder, Qualifying Option Holder and Bonus Pool Recipient will bear all of such Shareholders to the applicable Earnout Shares shall be forfeited its respective other expenses incurred in connection with matters contemplated by Section 2.18 (b) and cease to existthis Section 2.18(c). (d) Subject to the terms and conditions of this Agreement, including the last sentence of this section and Section 10.11 hereof, the Earnout Payments, if any, shall be paid by Parent to the Company Stockholders and Qualifying Option Holders and allocated to the Bonus Pool in accordance with their Pro Rata Portions and shall be due and payable or allocated, as applicable, as soon as reasonably practicable, but not more than ten (10) Business Days, following the final determination of the amount of such Earnout Payments in accordance with the procedures set forth in this Section 2.18, provided, however, that the amount of the Earnout Payments that would otherwise be required to be made pursuant to this Section 2.18(d) shall be reduced by the amount that may be required to satisfy the full amount of any Claims made prior to that date in accordance with Article X, but not yet finally adjudicated or otherwise finally resolved and paid. Any issuance Earnout Payment not made as a result of pending Claims shall be made when all Claims made in accordance with Article X have been resolved by a final, non-appealable ruling. Each Principal Stockholder (on behalf of himself and each other Company Stockholder, Qualifying Option Holder and Bonus Pool Recipient) acknowledges and agrees that (i) the Company Stockholders’, Qualifying Option Holders’ and Bonus Pool Recipients’ sole and exclusive right under this Section 2.18 will be to receive, subject to the other terms of this Agreement, the Earnout Payments if the conditions set forth on Exhibit C are satisfied; (ii) except for its obligation to provide (A) the applicable level of aggregate funding in respect of the development, production, sales and support of Earnout Shares shall be treated Products by Parent and its subsidiaries on a consolidated basis as an adjustment specified in the budget set forth on Exhibit D hereto, only at such times and only upon the satisfaction of the conditions set forth on such Exhibit D, and (B) the other support commitments of Parent expressly enumerated on Exhibit D, Parent (1) will have the right to operate its business and that of its subsidiaries (including the Surviving Corporation) as it chooses, in its sole discretion, and (2) Parent is not under any obligation to provide any specific level of investment or financial assistance to the consideration Surviving Corporation or the development, production, sales and support of Earnout Products, nor is Parent required to undertake any specific actions (or to refrain from taking any specific actions) with respect to the operation of the Surviving Corporation or the development, production, sales and support of Earnout Products; (iii) Parent is not representing or warranting that any specific revenue or products sale thresholds will be achieved nor will the Company Stockholders, Qualifying Option Holders or Bonus Pool Recipients have any claims against Parent arising from any failure to meet for any reason (other than its failure to comply with the express terms of subsection (ii) above) any revenue or product sales thresholds; and (iv) all payments made under this Article II to Company Stockholders are being paid at solely in exchange for the ClosingMerger, and, except to the extent as otherwise required by Law, and an amount equal the Parties will not take a Tax Return position inconsistent with the foregoing. Notwithstanding any provision hereof to the aggregate par value contrary, (A) each Company Stockholder acknowledges and agrees that he or she will immediately and irrevocably forfeit to Parent his or her rights to receive any and all of the Earnout Shares so issued will be credited to the capital account of PubCo. (e) To the extent thatPayments, prior to the fifth anniversary including his or her Pro Rata Portion of the ClosingEarnout Payments, there is a bona fide third party transaction hereunder if he or she breaches or violates the terms of his or her Non-Competition Agreement, provided that results such forfeiture will not constitute an election of remedies or limit in PubCo Shares being converted into any manner the right enforcement of any other remedy that may be available to receive cash or other consideration having a per share value (as adjusted for share splits, share dividends, reorganizations and recapitalisationsParent, and provided further that the Pro Rata Portion of the other Company Stockholders, Qualifying Option Holders and Bonus Pool Recipients shall not be increased by operation of this provision and (B) in no event shall the case aggregate of any non-cash consideration, as provided in all Earnout Payments be more than $16,000,000. All parties hereto acknowledge and agree that the definitive transactions documents for such transaction, or if not so provided, determined by net effect of the board operation of directors of PubCo in good faith) (i) equal the preceding sentence is to or in excess reduce the total amount of any Earnout Condition Payment that has not yet been satisfied, then would otherwise be earned hereunder by the applicable Earnout Shares shall be issued to the relevant Shareholders effective as of immediately prior to the consummation amount of such transaction, payment that would have been the Pro Rata Portion of any party that breaches or otherwise treated as so issued in connection therewith, so as to ensure that the recipients of such Earnout Shares shall receive such Earnout Shares, and all proceeds thereof, in connection with such transaction, and (ii) less than any Earnout Condition that has not yet been satisfied, then the contingent right and entitlement of such Shareholders to the applicable Earnout Shares shall be forfeited and cease to existviolates his or her Non-Competition Agreement.

Earnout. (a) A Shareholder’s After the Closing, subject to the terms and conditions set forth herein, the Company Equity Securityholders shall have the contingent right to receive additional shares of GigCapital5 Common Stock based on the performance of QTI Holdings if the requirements as set forth in this Section 3.07 are achieved. At the Closing and immediately prior to the Effective Time, GigCapital5 shall deliver to the Exchange Fund the Merger Consideration Earnout Share Pool. The Merger Consideration Earnout Shares pursuant to shall be allocated among the Company Equity Securityholders in accordance with this Section 2.4, if any, is subject to the closing price of PubCo Shares equaling or exceeding, for any 20 trading days during a 30 consecutive trading day period, (i) $12.00 per share (the “First Earnout Condition”), (ii) $14.00 per share (the “Second Earnout Condition”) or (iii) $16.00 per share (the “Third Earnout Condition”; and each of the First, Second and Third Earnout Conditions an “Earnout Condition”), as applicable, in each case as equitably adjusted for share splits, share dividends, reorganizations and recapitalisations3.07. (b) As additional consideration for Promptly upon the transfer occurrence of Company any triggering event described in Section 3.07(c) below, or as soon as practicable after QTI Holdings becomes aware of the occurrence of such triggering event or receives written notice of such triggering event, QTI Holdings shall prepare and deliver, or cause to be prepared and delivered, a written notice to the Exchange 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 Merger Consideration Earnout Shares to PubCo be released from the Exchange Fund and the identity of the person to whom they should be released). The Merger Consideration Earnout Shares that are to be released from the Exchange Fund and distributed to the Company Equity Securityholders shall be distributed to such Company Equity Securityholders in accordance with their respective Pro Rata Shares. For the avoidance of doubt, any Merger Consideration Earnout Shares to be released and distributed pursuant to this Section 2, 3.07 shall be distributed and released as promptly as reasonably practicable (but in any event, within ten Business Days) after the satisfaction shares of an Earnout Condition, PubCo shall issue and allot or cause to be issued and allotted to each applicable Shareholder the applicable Earnout SharesGigCapital5 Common Stock. (c) In the event that an Earnout Condition is not satisfied prior to the fifth anniversary of the Closing, the contingent right and entitlement of such Shareholders to the applicable The Merger Consideration Earnout Shares shall be forfeited released and cease delivered as follows: (i) promptly following the date on which QTI Holdings files its annual report on Form 10-K with respect to existits fiscal year ended December 31, 2023 (the “2023 Form 10-K”) with the SEC, an aggregate of 2,500,000 Merger Consideration Earnout Shares (the “2023 Earnout Shares”) will be released from the Exchange Fund and distributed to the Company Equity Securityholders in accordance with their respective Pro Rata Shares if, and only if, on or prior to such filing date, the Company has obtained a formal FDA clearance for breast cancer screening with respect to its breast scanning systems, which remains in full force and effect as of such filing date; provided, that the 2023 Earnout Shares shall increase by 500,000 (to an aggregate of 3,000,000) Merger Consideration Earnout Shares if, in addition, during calendar year 2023, the Company either (A) makes at least eight bona fide placements of its breast scanning systems globally or (B) achieves annual revenue of at least $4,400,000 as set forth in the financial statements included in the 2023 Form 10-K; (ii) promptly following the date on which QTI Holdings files its annual report on Form 10-K with respect to its fiscal year ended December 31, 2024 (the “2024 Form 10-K”) with the SEC, an aggregate of 2,500,000 Merger Consideration Earnout Shares (the “2024 Earnout Shares”) will be released from the Exchange Fund and distributed to the Company Equity Securityholders in accordance with their respective Pro Rata Shares if, and only if, during calendar year 2024, (A) the Company achieves annual revenue of at least $17,100,000 as set forth in the financial statements included in the 2024 Form 10-K, and (B) the Company makes at least four placements of its breast scanning systems in the United States; provided, that the 2024 Earnout Shares shall increase by 500,000 (to an aggregate of 3,000,000) Merger Consideration Earnout Shares if at least one of the following milestones is achieved: (x) on or prior to such filing date, the Company has obtained a formal FDA clearance for a new indication for use of its breast scanning systems (other than any indication obtained prior to calendar year 2024), which remains in full force and effect as of such filing date; or (y) the Company achieves clinical-quality patient images with the Company’s open angle scanner during the 2024 calendar year, as reported in the 2024 Form 10 K; (iii) promptly following the date on which QTI Holdings files its annual report on Form 10-K with respect to its fiscal year ended December 31, 2025 (the “2025 Form 10-K”), an aggregate of 2,500,000 Merger Consideration Earnout Shares (the “2025 Earnout Shares”) will be released from the Exchange Fund and distributed to the Company Equity Securityholders in accordance with their respective Pro Rata Shares if, and only if, during calendar year 2025, (A) the Company achieves annual revenue of at least $67,000,000 as set forth in the financial statements included in the 2025 Form 10-K, or (B) the VWAP of shares of GigCapital5 Common Stock equals or exceeds $15 per share for twenty (20) of any thirty (30) consecutive trading days on the Exchanges; provided, that the 2025 Earnout Shares shall increase by 500,000 (to an aggregate of 3,000,000) Merger Consideration Earnout Shares if at least one of the following milestones is achieved on or prior to such filing date: (x) the Company has obtained a formal FDA clearance of its open angle scanner, which remains in full force and effect as of such filing date; or (y) the Company receives net positive results in bona fide clinical trials, conducted in accordance with generally accepted industry standards, for its open angle scanner, as reported in the 2025 Form 10-K; and (iv) if the conditions set forth in Section 3.07(c)(i), Section 3.07(c)(ii) or Section 3.07(c)(iii) for any Merger Consideration Earnout Shares to be released from the Exchange Fund and distributed to the Company Equity Securityholders have not been, and become incapable of being, satisfied, then promptly thereafter such Merger Consideration Earnout Shares shall be automatically released to QTI Holdings for cancellation and the Company Equity Securityholders shall not have any right to receive such Merger Consideration Earnout Shares or any benefit therefrom. (d) Any issuance The GigCapital5 Common Stock price targets set forth in Section 3.07(c) and the number of Earnout Shares shares of GigCapital5 Common Stock to be issued and released pursuant to Section 3.07(c) shall be treated as an adjustment to equitably adjusted for any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event affecting the consideration paid at GigCapital5 Common Stock after the Closing, except to the extent otherwise required by Law, and an amount equal to the aggregate par value date of the Earnout Shares so issued will be credited to the capital account of PubCothis Agreement. (e) To As used in this Section 3.07, the extent thatterm “Pro Rata Share” means, prior with respect to the fifth anniversary of the Closingeach Company Equity Securityholder, there is a bona fide third party transaction that results in PubCo Shares being converted into the right to receive cash or other consideration having a per share value (as adjusted for share splits, share dividends, reorganizations and recapitalisations, and in the case of any non-cash consideration, as provided in the definitive transactions documents for such transaction, or if not so provided, determined ratio calculated by the board of directors of PubCo in good faith) dividing (i) equal to or in excess the sum of, without duplication, (A) the total number of any Earnout Condition that has not yet been satisfied, then the applicable Earnout Shares shall be issued to the relevant Shareholders effective shares of Company Common Stock held by such Company Equity Securityholder as of immediately prior to the consummation Effective Time, plus (B) the total number of In-the-Money Company Warrant Shares subject to In-the-Money Company Warrants held by such transactionCompany Equity Securityholder as of immediately prior to the Effective Time (to the extent such In-the-Money Company Warrants are not exercised or deemed exercised as of immediately prior to the Effective Time), or otherwise treated as so issued in connection therewith, so as to ensure that the recipients of such Earnout Shares shall receive such Earnout Shares, and all proceeds thereof, in connection with such transaction, and by (ii) less than any Earnout Condition that has not yet been satisfiedthe sum of, then without duplication, (A) the contingent right and entitlement total number of such Shareholders shares of Company Common Stock held by all Company Equity Securityholders as of immediately prior to the Effective Time, plus (B) the total number of In-the-Money Warrant Shares (to the extent the applicable Earnout Shares shall be forfeited and cease In-the-Money Company Warrants are not exercised or deemed exercised as of immediately prior to existthe Effective Time).

Earnout. (a) A Shareholder’s right Following the Closing, promptly (but in any event no later than ten (10) Business Days) after the occurrence of the Triggering Event, Holdco shall issue or cause to receive be issued to the Holdco Shareholders and Eligible Optionholders as of immediately prior to the Effective Date (after giving effect to the issuance of any Holdco Shares as a result of the exercise of any Company Issuance Rights in connection with the Company Share Exchange) their respective Earnout Shares pursuant to this Section 2.4Pro Rata Share of the Earnout Shares. For the avoidance of doubt, the Triggering Event shall only occur once, if any, is subject to the closing price of PubCo Shares equaling or exceeding, for any 20 trading days during a 30 consecutive trading day period, (i) $12.00 per share (the “First Earnout Condition”), (ii) $14.00 per share (the “Second Earnout Condition”) or (iii) $16.00 per share (the “Third Earnout Condition”; and each of the First, Second and Third Earnout Conditions an “Earnout Condition”), as applicable, in each case as equitably adjusted for share splits, share dividends, reorganizations and recapitalisationsat all. (b) As additional consideration for Notwithstanding anything in this Agreement to the transfer contrary, any Earnout Shares issuable under this Section 2.7 in respect of Rollover Company Options shall (i) be issued to the relevant Eligible Optionholder only if such Eligible Optionholder continues to provide services (whether as an employee, director or individual independent contractor) to Holdco or one of its Subsidiaries through the date of the occurrence of the Triggering Event that causes such Earnout Shares to PubCo become issuable, and (ii) take the form of restricted stock units issued under the Holdco Equity Incentive Plan (“Earnout RSUs”) and pursuant to this Section 2, Holdco’s form of restricted stock unit grant agreement. The Earnout RSUs shall be subject to the same vesting schedule as promptly the corresponding Rollover Company Options. Any Earnout Shares that are forfeited as reasonably practicable (but in any event, within ten Business Days) after the satisfaction a result of an Eligible Optionholder ceasing to provide services through the date of the occurrence of the Triggering Event shall be reallocated to the other recipients of Earnout Condition, PubCo shall issue and allot or cause to be issued and allotted to each applicable Shareholder the applicable Shares in accordance with their respective Earnout Pro Rata Shares. (c) In At all times during the event that an Earnout Condition is not satisfied prior Period, Holdco shall maintain sufficient Holdco Shares available for issuance under its authorized share capital to permit Holdco to satisfy its issuance obligations set forth in this Section 2.7 and shall exert its reasonable best efforts to take all actions required to increase the fifth anniversary number of the Closing, the contingent right and entitlement of such Shareholders to the applicable Earnout Holdco Shares available for issuance under its authorized share capital if at any time there shall be forfeited and cease insufficient Holdco Shares thereunder to existsatisfy its issuance obligations set forth in this Section 2.7. (d) Any issuance Notwithstanding anything to the contrary contained herein, no fraction of an Earnout Share will be issued by virtue of the Triggering Event, and each Person who would otherwise be entitled to a fraction of an Earnout Share (after aggregating all fractional Earnout Shares that otherwise would be received by such holder in connection with the occurrence of such Triggering Event) shall instead have the number of Earnout Shares shall be treated as an adjustment issued to such Person (i) rounded down to the consideration nearest whole number in the event that the fractional Earnout Share that otherwise would be so paid at the Closing, except is less than five-tenths (0.5) of an Earnout Share and (ii) rounded up to the extent nearest whole number in the event that the fractional Earnout Share that otherwise required by Law, and an amount would be so paid is greater than or equal to the aggregate par value five-tenths (0.5) of the an Earnout Shares so issued will be credited to the capital account of PubCoShare. (e) To Following the extent thatClosing but during the Earnout Period, if (i) Holdco is purchased or acquired pursuant to a Change of Control Transaction and (ii) such Change of Control Transaction occurs at any time after Positive Phase 3 Data has been achieved with respect to the Company’s BROADWAY trial of obicetrapib (protocol number: TA-8995-302) but prior to the fifth anniversary occurrence of the ClosingTriggering Event, there is a bona fide third party transaction that results in PubCo Shares being converted into the right to receive cash or other consideration having a per share value (as adjusted for share splits, share dividends, reorganizations and recapitalisations, and in the case of any non-cash consideration, as provided in the definitive transactions documents for such transaction, or if not so provided, determined by the board of directors of PubCo in good faith) (i) equal to or in excess of then any Earnout Condition Shares that has not yet been satisfied, then the applicable Earnout Shares shall be issued to the relevant Shareholders effective remain unissued as of immediately prior to the consummation of such transactionChange of Control Transaction shall immediately become issuable and the holders of Holdco Shares as of immediately prior to the Effective Date and the Eligible Optionholders as of immediately prior to the Effective Date who continue to provide services (whether as an employee, director or otherwise treated as so issued individual independent contractor) to Holdco or one of its Subsidiaries through the date of the Change in connection therewith, so as Control shall be entitled to ensure that the recipients receive their respective Earnout Pro Rata Share of such Earnout Shares shall receive such Earnout Shares, and all proceeds thereof, in connection with such transaction, and (ii) less than any Earnout Condition that has not yet been satisfied, then prior to the contingent right and entitlement consummation of such Shareholders to the applicable Change of Control Transaction. Any Earnout Shares shall be forfeited and cease issuable to existas specified on the Allocation Schedule, subject to any reallocation made pursuant to Section 2.7(b).

Earnout. (a) A Shareholder’s right The Purchaser shall pay to receive the Shareholders earnout payments, each in an amount equal to seventy percent (70%) of Earnout Shares pursuant to Period Revenues generated in each Earnout Period, in accordance with this Section 2.43.6 (each such payment, if any, is subject to the closing price of PubCo Shares equaling or exceeding, for any 20 trading days during a 30 consecutive trading day period, (i) $12.00 per share (the “First Earnout Condition”), (ii) $14.00 per share (the “Second Earnout Condition”) or (iii) $16.00 per share (the “Third Earnout Condition”; and each of the First, Second and Third Earnout Conditions an “Earnout ConditionPayment”), as applicable. Notwithstanding the foregoing provisions of this Section 3.6(a), in each case as equitably adjusted for share splits, share dividends, reorganizations and recapitalisationsno event shall the aggregate Earnout Payments payable hereunder be less than zero or greater than Nine Million Eight Hundred Thousand Dollars ($9,800,000). (b) As additional consideration Within ninety (90) days following the end of the First Earnout Period and the Second Earnout Period, as the case may be, the Purchaser shall prepare and deliver to the Shareholders a report setting forth its calculation of the Earnout Payment for such applicable Earnout Period, including a statement of the Earnout Period Revenues for such applicable Earnout Period (the “Earnout Report”). The Purchaser shall provide a reasonable level of supporting documentation for the transfer of Company Shares to PubCo pursuant to this Section 2, as promptly as Earnout Payment and any additional information reasonably practicable (but in any event, within ten Business Days) after requested by the satisfaction of an Shareholders related thereto together with the Earnout Condition, PubCo shall issue and allot or cause to be issued and allotted to each applicable Shareholder Report. The Earnout Payment for the applicable Earnout SharesPeriod shall represent only a right to receive a cash payment from the Purchaser, subject to the terms set forth herein, and shall not be deemed an interest in any security or certificate or entitle the holders thereof to any rights of any kind other than as specifically set forth herein. No interest is payable with respect to any Earnout Payment to the extent timely paid when due. (c) The Shareholders shall have thirty (30) days following receipt of the applicable Earnout Report delivered pursuant to Section 3.6(b) during which to notify the Purchaser of any dispute of any item contained therein or related thereto, which notice shall set forth in detail the basis for such dispute. The Purchaser and the Shareholders shall cooperate in good faith to resolve any such dispute as promptly as possible. Upon such resolution, a Final Earnout Report shall be prepared in accordance with the agreement of the Purchaser and the Shareholders and the calculation of the applicable Earnout Payment, if any, based thereon, shall constitute the applicable Final Earnout Payment and be final and binding upon the Parties. In the event the Shareholders do not notify the Purchaser of any such dispute within such thirty (30)-day period or notify the Purchaser within such period that an Earnout Condition is they do not satisfied prior to the fifth anniversary of the Closingdispute any item contained therein, the contingent right and entitlement of such Shareholders to the applicable Earnout Shares Report delivered pursuant to Section 3.6(b) shall constitute the Final Earnout Report with respect to such Earnout Period and the Purchaser’s calculation of the applicable Earnout Payment, if any, based thereon shall be forfeited final and cease to existbinding upon the Parties. (d) Any issuance In the event the Purchaser and the Shareholders are unable to resolve any dispute regarding an Earnout Report delivered pursuant to Section 3.6(b) within thirty (30) days following the Purchaser’s receipt of Earnout Shares notice of such dispute, such dispute shall be treated as submitted to, and all issues having a bearing on such dispute shall be resolved by, an adjustment Accounting Referee. In resolving any such dispute, the Accounting Referee shall consider only those items or amounts in or related to the consideration paid at Earnout Report as to which the Closing, except to the extent otherwise required by Law, and an amount equal to the aggregate par value Shareholder has disagreed. The Accounting Referee’s determination of the Earnout Shares so issued will Report and the Earnout Payment, if any, based thereon shall constitute the applicable Final Earnout Report and Final Earnout Payment and shall be credited final and binding on the Parties. The Parties shall direct the Accounting Referee to use commercially reasonable efforts to complete its work within thirty (30) days following its engagement. All fees and expenses of the capital account of PubCoAccounting Referee shall be shared equally by the Shareholders and the Purchaser. (e) To the extent that, prior to the fifth anniversary of the Closing, The Parties acknowledge that there is a bona fide third party transaction no assurance that results in PubCo Shares being converted into the Shareholders will have the right to receive cash any Earnout Payment and Purchaser has not promised or other consideration having projected any particular Earnout Payment. The earnout opportunity in this Section 3.6 is presented under the understanding that the Purchaser will have full control and direction over the Company and its business following the Closing, including decisions regarding strategic initiatives, management, legal structure, finance and accounting, marketing and branding and expenses. Notwithstanding the foregoing provisions of this Section 3.6(e), during the Earnout Period, the Purchaser shall not, nor shall it permit any of its Affiliates to, terminate the Earnout Contract and enter into a per share value separate Contract with the Earnout Customer or any of its Affiliates for utilization management services for the purpose or effect of avoiding or reducing its obligations with respect to the Earnout Payments hereunder. (as adjusted for share splits, share dividends, reorganizations and recapitalisations, and in the case of any non-cash consideration, as provided in the definitive transactions documents for such transaction, or if not so provided, determined f) All payments made pursuant to this Section 3.6 shall be treated by the board of directors of PubCo in good faith) (i) equal to or in excess of any Earnout Condition that has not yet been satisfied, then the applicable Earnout Shares shall be issued Parties for tax purposes as adjustments to the relevant Shareholders effective as of immediately prior to the consummation of such transactionPurchase Price, or unless otherwise treated as so issued in connection therewith, so as to ensure that the recipients of such Earnout Shares shall receive such Earnout Shares, and all proceeds thereof, in connection with such transaction, and (ii) less than any Earnout Condition that has not yet been satisfied, then the contingent right and entitlement of such Shareholders to the required by applicable Earnout Shares shall be forfeited and cease to existLaw.

Earnout. (a) A Shareholder’s right to receive Within sixty (60) days after the end of each of the First Earnout Shares pursuant to this Section 2.4Period, if anythe Second Earnout Period and the Third Earnout Period, is subject Buyer shall prepare and deliver to the closing price of PubCo Shares equaling or exceedingSecurityholder Representative a written statement (each an “Earnout Statement”), which, for any 20 trading days during a 30 consecutive trading day periodthe avoidance of doubt, (i) $12.00 per share will include each of the components set forth on the Base Plan Schedule, setting forth its calculation of the Adjusted EBITDA for such period in accordance with the Base Plan Schedule, compared against the Earnout calculation for the applicable Earnout Period set forth on Schedule 2.5 attached hereto (the “First Earnout ConditionBase Plan Schedule”). For purposes of clarity, (ii) $14.00 per share (nothing in the “Second Earnout Condition”) or (iii) $16.00 per share (Base Plan Schedule shall alter the “Third Earnout Condition”; and each of the First, Second and Third Earnout Conditions an “Earnout Condition”Adjusted EBITDA targets set forth in Schedule 2.5(c), as applicable, in each case as equitably adjusted for share splits, share dividends, reorganizations and recapitalisations. (b) As additional consideration for the transfer of Company Shares to PubCo pursuant to this Section 2, as promptly as reasonably practicable Within thirty (but in any event, within ten Business Days30) after the satisfaction days following delivery by Buyer of an Earnout ConditionStatement, PubCo the Securityholder Representative shall issue deliver written notice to Buyer of any good faith disagreement that the Securityholder Representative has with respect to the contents thereof which notice explains, in reasonable detail, the basis for its disagreement. During such period, Buyer shall provide the Securityholder Representative and allot or cause his Representatives reasonable access to be issued the relevant books and allotted to each applicable Shareholder records and employees of the Group Companies for the purpose of facilitating the Securityholder Representative’s review of the applicable Earnout SharesStatement. In the event that the Securityholder Representative does not notify Buyer in writing of a disagreement with respect to the Earnout Statement within such thirty (30)-day period, such Earnout Statement shall be deemed final, conclusive and binding on the parties. If the Securityholder Representative delivers a notice of disagreement within such thirty (30)-day period, then Buyer and the Securityholder Representative shall negotiate in good faith to resolve any such disagreement. If Buyer and the Securityholder Representative, notwithstanding such good faith effort, fail to resolve such disagreement within thirty (30) days after the Securityholder Representative notifies Buyer of its disagreement, then the dispute shall be submitted for final and binding resolution to the Accounting Expert for resolution in accordance with the procedures set forth in Sections 2.3(c) and (d), which shall apply hereto mutatis mutandis. (c) In If the event that an Adjusted EBITDA, as finally determined pursuant to Section 2.5(b), for the First Earnout Condition is not satisfied prior to Period, Second Earnout Period and/or Third Earnout Period exceeds the fifth anniversary of the Closingapplicable thresholds set forth on Schedule 2.5(c), the contingent right Earnout Payment with respect to such period shall be as set forth on Schedule 2.5(c). For the avoidance of doubt, each Securityholder hereby acknowledges and entitlement agrees that (i) Adjusted EBITDA shall be measured solely with respect to each Earnout Period and in no event shall any Adjusted EBITDA with respect to any Earnout Period be “carried forward” to a future Earnout Period, or be “carried back” to a prior Earnout Period and (ii) if the Earnout payment for the First Earnout Period or the Second Earnout Period as finally determined pursuant to this Section 2.5 is Zero Dollars ($0), the Securityholders shall have no rights to receive any Earnout payment in respect of such Shareholders to Earnout Period (including by way of any future “catch up” payment), notwithstanding the applicable fact that the Adjusted EBITDA for subsequent Earnout Shares shall be forfeited and cease to existPeriod(s) results in Earnout payments being made for such subsequent Earnout Period(s). (d) Any issuance of Earnout Shares All amounts payable pursuant to this Section 2.5 shall be treated as an adjustment paid within five (5) Business Days from the date on which the Adjusted EBITDA for the pertinent period is finally determined, by wire transfer of immediately available funds: (a) with respect to the consideration Members, to the Securityholder Representative for further distribution to each Member in accordance with each Member’s Additional Pro Rata Share and (b) with respect to the Optionholders, to the Company to be paid at by the ClosingCompany to the applicable Optionholders (less applicable withholding and any Taxes required to be paid by the Group Companies with respect thereto) on or before the next regularly scheduled payroll date following such payment in accordance with each Securityholder’s Additional Pro Rata Share. Buyer shall have no right to withhold and set off any amounts owed by the Member to Buyer under the terms of this Agreement against amounts payable pursuant to this Section, except to the extent otherwise required as contemplated by Law, Section 2.4(b) and an amount equal to the aggregate par value of the Earnout Shares so issued will be credited to the capital account of PubCoArticle 8. (e) To During each Earnout Period: (i) Buyer shall operate the extent thatBusiness in good faith consistent with the manner in which Buyer operates its other acquired business units, applicable Law and its third-party obligations; (ii) Buyer shall operate the Group Companies as a separate profit center, business unit or division which will maintain separate books and records sufficient for the calculation of the Earnout, provided that Buyer may, at its discretion, move or integrate certain corporate functions of the Business (including with respect to corporate, finance, human resources and legal functions), and allocate the applicable expenses of any Group Company to Buyer or Buyer Parent instead. For purposes of determining the appropriate sharing of revenue for transactions between the Buyer and the Group Companies, (A) the Group Companies will be allocated sixty five percent (65%) of revenue generated and recognized by Buyer, Buyer Parent or their respective Affiliates (other than the Group Companies) or their respective business divisions (other than the Business) as a result of cross-marketing or referrals from the Group Companies and/or the Business and (B) Buyer will be allocated sixty five (65%) of revenue generated and recognized by any Group Company or the Business as a result of cross-marketing or referrals from Buyer, Buyer Parent or their respective Affiliates (other than the Group Companies) or their respective business divisions (other than the Business); and (iii) Buyer shall not, or permit its Affiliates to, take any action, or knowingly omit to take any action, with the primary intent of impeding achievement of or reducing the amount of the Earnout. (f) If, prior to the fifth anniversary end of the ClosingEarnout Period, there Buyer effects a Company Sale at a price that is a bona fide third party transaction that results in PubCo Shares being converted into equal to or greater than the right price actually paid pursuant to receive cash or other consideration having a per share value this Agreement (as adjusted for share splitspartial sales), share dividends, reorganizations then the maximum amount of the Earnout payments contemplated in Section 2.5(c) for the period in which the Company Sale occurs and recapitalisations, any future periods (but not any past periods) (the “Outstanding Earnout Payment”) shall be accelerated and in become due and payable without further action required on the case part of any non-cash considerationparty hereto. In the event of such acceleration, as provided in Buyer shall make (or cause the definitive applicable acquirer or surviving company to make) the Outstanding Earnout Payment within two (2) Business Days following the consummation of a Company Sale. For purposes of this Agreement, “Company Sale” means any transaction or series of transactions documents for such transactionpursuant to which any Person, other than Buyer or if not so providedan Affiliate of Buyer, determined by the board of directors of PubCo in good faith) acquires, directly or indirectly: (i) equal to 50% or in excess more of any Earnout Condition that has not yet been satisfiedthe outstanding equity, then voting securities or beneficial ownership of the applicable Earnout Shares shall be issued to the relevant Shareholders effective as of immediately prior to the consummation of such transactionGroup Companies (whether by merger, consolidation, reorganization, combination, amalgamation, sale, transfer or otherwise treated as so issued in connection therewith, so as to ensure that the recipients of such Earnout Shares shall receive such Earnout Shares, and all proceeds thereof, in connection with such transaction, and otherwise) or (ii) less a majority of the assets of the Group Companies, determined on a consolidated basis. For purposes of clarity, Company Sale shall not include indirect acquisitions of the Group Companies’ equity and/or assets effectuated by the acquisition of the equity and/or assets of Buyer or its Affiliates (other than any Earnout Condition that has not yet been satisfied, then the contingent right and entitlement Group Companies or a holding company substantially all of such Shareholders to the applicable Earnout Shares shall be forfeited and cease to existassets of which are the equity interests of the Group Companies) or minority investments in the Group Companies.

Earnout. The parties acknowledge that the Purchase Price, as same may be modified by Section 3 herein, has been calculated generally by dividing the expected annual base rent from the Property (ai.e. $4,482,425.00) A Shareholder’s right by .074521 (the “Base Rent Divider”). In the event the Property is less than one hundred percent (100%) leased to receive Earnout Shares tenants satisfying the Occupancy Conditions described upon Exhibit L attached hereto and made a part hereof as of the Closing Date, only a portion of the full Purchase Price shall be funded at Closing and the balance of the Purchase Price (the “Unfunded Purchase Price”) shall be held by Purchaser pursuant to the terms of this Section 2.420. The Unfunded Purchase Price shall be calculated by dividing the aggregate pro forma annual base rent (per the attached Exhibit B) for the space within the Property for those tenants that do not then satisfy the Occupancy Conditions (the “Vacant Space”), if any, is by the Base Rent Divider. The balance of the Purchase Price shall be paid to Seller per the terms of this Agreement on the Closing Date (subject to Seller’s funding of the closing price deposits described below). As of PubCo Shares equaling or exceedingthe date hereof, the Vacant Space totals 4,800 square feet. The parties agree to enter into a mutually agreeable “Earnout Agreement” (attached as Exhibit K) at Closing which sets forth the terms and conditions for any 20 trading days during a 30 consecutive trading day periodthe Earnout, some of which are as follows: The term of the earnout period shall commence on the Closing Date and shall continue until the first to occur of (i) $12.00 per share a period of 36 months from the Closing Date, or (ii) the date the Vacant Space has been fully leased and is occupied by tenants then satisfying the Occupancy Conditions (the “First Earnout ConditionPeriod”), (ii) $14.00 per share (. During the “Second Earnout Condition”) or (iii) $16.00 per share (the “Third Earnout Condition”; and each term of the First, Second Earnout Period (and Third Earnout Conditions an “Earnout Condition”), as applicable, in each case as equitably adjusted for share splits, share dividends, reorganizations and recapitalisations. (b) As additional consideration for the transfer of Company Shares prior to PubCo pursuant to this Section 2, as promptly as reasonably practicable (but in any event, within ten Business Days) after the satisfaction of an Earnout Conditionthe Occupancy Conditions of any portion of the Vacant Space by a new tenant), PubCo Seller shall issue be responsible for the monthly pro rata share of taxes, insurance and allot or cause to be issued and allotted to each applicable Shareholder common area expenses (collectively, the applicable Earnout Shares. (c“Operating Expenses”) In the event that an Earnout Condition is not satisfied prior allocable to the fifth anniversary of the Vacant Space. To that end, Seller agrees to escrow with Escrow Agent at Closing, the contingent right and entitlement of such Shareholders to the applicable Earnout Shares shall be forfeited and cease to exist. (d) Any issuance of Earnout Shares shall be treated as an adjustment to the consideration paid at the Closing, except to the extent otherwise required by Law, and an amount equal to the estimated aggregate par value Operating Expenses for the Vacant Space payable during the Earnout Period (the “Operating Expense Escrow”). Purchaser shall draw down monthly on the Operating Expense Escrow during the Earnout Period to pay any Operating Expenses allocable to the Vacant Space as same become due. Once any portion of the Vacant Space is leased to, and occupied by, a tenant then satisfying the Occupancy Conditions, Seller’s obligation to pay Purchaser the Operating Expenses allocable to that portion of the Vacant Space shall terminate and the balance of the Operating Expense Escrow allocable to said space shall be promptly paid to Seller. Upon the expiration of the Earnout Shares so issued will Period, the balance of the Operating Expense Escrow, if any, shall be credited paid to Seller. Seller, or its affiliated entities, shall continue to serve as the exclusive leasing agent for the Vacant Space during the Earnout Period and Seller shall be responsible for all costs and expenses associated with leasing the Vacant Space, including without limitation, any brokerage commissions and tenant improvement allowances associated therewith. To that end, Seller agrees to escrow with Escrow Agent at Closing, an amount equal to (i) $15.00 per square foot of the Vacant Space for anticipated tenant improvement allowances applicable to the capital account Vacant Space, plus (ii) $3.00 per square foot of PubCo. the Vacant Space for anticipated leasing commissions applicable to the Vacant Space (ecollectively, the “Leasing Escrow”). As any portion of the Vacant Space is leased to tenants during the Earnout Period, Seller may draw down on the Leasing Escrow to pay any tenant improvement allowance and/or leasing commissions applicable to said lease, provided in no event shall the aggregate amount funded out of the Leasing Escrow for tenant improvement allowances exceed $15.00 per square foot of the aggregate amount of Vacant Space leased, nor shall the aggregate amount funded from the Leasing Escrow for leasing commissions exceed $3.00 per square foot of the aggregate amount of Vacant Space leased. Upon the expiration of the Earnout Period, a portion of the Leasing Escrow in an amount equal to the collective sum of the improvement allowances for the then Vacant Space and the leasing commissions applicable to the then Vacant Space shall be either: (y) To paid to Purchaser if the extent that, then Vacant Space is not fully leased to tenants satisfying the Occupancy Conditions prior to the fifth anniversary expiration of the Closing, there Earnout Period; or (z) paid to Seller if the then Vacant Space is a bona fide third party transaction that results fully leased to tenants satisfying the Occupancy Conditions prior to the expiration of the Earnout Period. Any amounts remaining in PubCo Shares being converted into the right Leasing Escrow after payment to receive cash or other consideration having a per share value Purchaser and/or Seller (as adjusted applicable), as provided immediately above shall be paid to Seller at the expiration of the Earnout Period. Additionally, if tenant improvement allowances exceed $15.00 per square foot of the aggregate amount of Vacant Space leased or leasing commissions exceed $3.00 per square foot of the aggregate amount of Vacant Space leased (including for share splitsspace which is being reconfigured for future leasing to a tenant) (e.g., share dividendsrelocation of walls and doorways), reorganizations Seller shall be responsible for payment of such shortfall from Seller’s funds without contribution therefor from Purchaser. All leases for the Vacant Space shall comply with the Leasing Parameters attached hereto as Exhibit F or shall otherwise be approved in writing by Purchaser. At such time as Seller provides Purchaser with a new lease for any portion of the Vacant Space (and recapitalisationssuch new occupant has satisfied the Occupancy Conditions), Purchaser shall, upon ten (10) days advance written notice from Seller, pay to Seller a portion of the Unfunded Purchase Price in an amount equal to the annual base rent payable under said new lease (such base rent in no event to exceed 110% of the pro forma annual base rent for such space per the attached Exhibit B) divided by the Base Rent Divider. Any portion of the Unfunded Purchase Price which remains unfunded as of the expiration of the Earnout Period shall then be deemed to be forfeited by Seller without any further act by Purchaser and shall be forever released from all obligations to fund any portion of the Unfunded Purchase Price thereafter. Purchaser shall act in a commercially reasonable manner and in good faith during its review and approval of any proposed new tenant and/or lease of the Vacant Space. Purchaser agrees to respond to Seller deliveries of tenant information and/or leases within five (5) business days after its receipt thereof by Purchaser, and in the case of event Purchaser fails to respond within an additional two (2) business days after a second notice, said proposed tenant and/or lease shall be deemed approved by Purchaser. In the event that any non-cash consideration, as provided in the definitive transactions documents for tenant and its new lease is approved (or deemed approved) and such transaction, or if not so provided, determined lease is signed by the board tenant and delivered to Purchaser but Purchaser fails to execute and deliver such lease within two (2) business days after receipt of directors of PubCo in good faith) (i) equal to or in excess of any Earnout Condition that has not yet been satisfiedthe second notice described above, then the applicable Earnout Shares lease shall be issued deemed to the relevant Shareholders effective have been executed by Purchaser as of immediately prior to the consummation sixth (6th) business day following Purchaser’s receipt of such transaction, or otherwise treated as so issued in connection therewith, so as to ensure that the recipients of such Earnout Shares shall receive such Earnout Shares, and all proceeds thereof, in connection with such transaction, and (ii) less than any Earnout Condition that has not yet been satisfied, then the contingent right and entitlement of such Shareholders to the applicable Earnout Shares shall be forfeited and cease to existsame.

Earnout. (a) A Shareholder’s right to receive Earnout Shares pursuant to this Section 2.4, if any, is subject to the closing price of PubCo Shares equaling or exceeding, for any 20 trading days during a 30 consecutive trading day period, (i) $12.00 per share (the “First Earnout Condition”), (ii) $14.00 per share (the “Second Earnout Condition”) or (iii) $16.00 per share (the “Third Earnout Condition”; and each of the First, Second and Third Earnout Conditions an “Earnout Condition”), as applicable, in each case as equitably adjusted for share splits, share dividends, reorganizations and recapitalisations. (b) As additional consideration for the transfer of Company Shares Stock, and subject to PubCo the terms and conditions set forth in this Agreement, Buyer will make an additional payment, as determined pursuant to this Section 21.03(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 promptly as reasonably practicable (but in any event, within ten Business Days) after the satisfaction of an Earnout Condition, PubCo shall issue and allot or cause to be issued and allotted to each applicable Shareholder 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 Sharesshall 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 information (in paper and electronic format) of the Companies as is reasonably necessary to determine progress toward the Earnout, and Seller’s Representative may provide such information to Seller’s advisors. In addition, Buyer shall provide or shall cause the event that Companies to provide to Seller’s Representative an Earnout Condition is not satisfied prior to statement on a quarterly basis during the fifth anniversary of the Closing, the contingent right and entitlement of such Shareholders to the applicable Earnout Shares shall be forfeited and cease to existPeriod. (d) Any issuance 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 prepared, a statement of the Earnout for the Earnout Period (the “Earnout Statement”) and will deliver the Earnout Statement to Seller’s Representative. (f) Following receipt by Seller’s Representative of Buyer’s proposed Earnout Statement and until the 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 the 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 Shares shall be treated as an adjustment to the consideration paid at the ClosingPeriod, whichever is later, except to the extent otherwise required by Law(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 date Buyer and Seller’s Representative resolve in writing any differences they have with respect to the matters specified in the Earnout Notice of Disagreement, 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 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 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 final determination of the Earnout in accordance with the terms of this Agreement (with it being understood that Buyer and Seller’s Representative will request that the Independent 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, with respect to each such matter, their determination will be within the range of the 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 other documents and information as may be reasonably requested by the Independent Accountants in connection with such review. (h) The 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 Earnout, within three (3) Business Days after the date 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 aggregate par value of the Earnout Shares so issued will be credited to the capital account of PubCoEarnout. (ej) To the extent that, prior All payments made pursuant to this Section 1.03 will be deemed to be adjustments for Tax purposes to the fifth anniversary of aggregate purchase price paid by Buyer for the Closing, there is a bona fide third party transaction that results in PubCo Shares being converted into the right to receive cash or other consideration having a per share value (as adjusted for share splits, share dividends, reorganizations and recapitalisations, and in the case of any non-cash consideration, as provided in the definitive transactions documents for such transaction, or if not so provided, determined by the board of directors of PubCo in good faith) (i) equal to or in excess of any Earnout Condition that has not yet been satisfied, then the applicable Earnout Shares shall be issued to the relevant Shareholders effective as of immediately prior to the consummation of such transaction, or otherwise treated as so issued in connection therewith, so as to ensure that the recipients of such Earnout Shares shall receive such Earnout Shares, and all proceeds thereof, in connection with such transaction, and (ii) less than any Earnout Condition that has not yet been satisfied, then the contingent right and entitlement of such Shareholders to the applicable Earnout Shares shall be forfeited and cease to existCompany Stock.

Earnout. 2.4.1 As promptly as practicable, and in any event within ninety (a90) A Shareholderdays following each of the fiscal years ended December 31, 2013, 2014 and 2015, Buyer will deliver to the Members a written notice setting forth in reasonable detail Buyer’s right calculation of Actual EBITDA, in the case of the fiscal years ended December 31, 2013 and 2014, and Actual EBITDA and Actual Cumulative EBITDA, in the case of the fiscal year ended December 31, 2015 (each, an “EBITDA Notice”). Upon receipt of an EBITDA Notice, the Members and their Representatives shall be given reasonable access to receive all of the books and records of the Company relating to such notice. 2.4.2 The Members shall have thirty (30) Business Days following receipt of an EBITDA Notice to review it and to notify Buyer in writing if the Members dispute any item or amount set forth on such EBITDA Notice, specifying the reasons therefor in reasonable detail together with the Members’ calculation of such item or amount (each, an “Earnout Shares pursuant Dispute Notice” and each item or amount on the Earnout Dispute Notice, an “Earnout Disputed Item”). Other than the Earnout Disputed Items, the Members shall be deemed to this Section 2.4have accepted all items and amounts contained in such EBITDA Notice. 2.4.3 In the event that the Members shall deliver an Earnout Dispute Notice to Buyer, Buyer and the Members shall attempt to resolve any Earnout Disputed Item as promptly as practicable and, upon such resolution, if any, is subject any adjustments to the closing price EBITDA Notice shall be made in accordance with the agreement of PubCo Shares equaling or exceedingBuyer and the Members. If, for any 20 trading days during a 30 consecutive trading day periodreason, Buyer and the Members are unable to resolve any Earnout Disputed Item within fifteen (i15) $12.00 per share Business Days of the Members’ delivery of such Earnout Dispute Notice, such dispute shall be resolved by the Independent Accountant Arbitrator; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Buyer and the Members shall within fifteen (15) Business Days after the end of such fifteen (15)-Business Day period agree on an alternate independent accounting firm, or in default thereof such selection shall be made by AAA, which accounting firm shall be the “First Earnout Condition”)Independent Accountant Arbitrator” hereunder, (ii) $14.00 per share (the “Second Earnout Condition”) or (iii) $16.00 per share (the “Third Earnout Condition”; and each of the First, Second and Third Earnout Conditions an “Earnout Condition”), as applicable, in each case as equitably adjusted for share splits, share dividends, reorganizations and recapitalisations. (b) As additional consideration for the transfer of Company Shares to PubCo pursuant to this Section 2, as promptly as reasonably practicable (but in any event, within ten Business Days) after the satisfaction of an Earnout Condition, PubCo shall issue and allot or cause to be issued and allotted to each applicable Shareholder the applicable Earnout Shares. (c) In the event that an Earnout Condition is not satisfied prior to the fifth anniversary of the Closing, the contingent right and entitlement of such Shareholders to the applicable Earnout Shares determination shall be forfeited final and cease to exist. (d) Any issuance of Earnout Shares shall be treated as an adjustment to the consideration paid at the Closing, except to the extent otherwise required by Lawbinding on, and an amount equal shall not be subject to appeal by, Buyer or the aggregate par value of the Earnout Shares so issued will Members, and may be credited to the capital account of PubCo. (e) To the extent that, prior to the fifth anniversary of the Closing, entered and enforced as provided in Section 12.3. If there is a bona fide third party transaction that results in PubCo Shares being converted into referral to the right Independent Accountant Arbitrator, each of Buyer and the Members agree, if requested by the Independent Accountant Arbitrator, to receive cash or other consideration having execute a per share value reasonable engagement letter and submit to the Independent Accountant Arbitrator not later than ten (10) Business Days after its appointment, a written statement summarizing such Party’s position on the Earnout Disputed Items, together with such supporting documentation as adjusted for share splitssuch Party deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, share dividends, reorganizations based solely on the materials submitted and recapitalisationspresentations by Buyer and the Members, and in not by independent review, only the case of any non-cash considerationEarnout Disputed Items that have not been settled by negotiation, as provided in the definitive transactions documents for such transaction, or if not so provided, determined by the board of directors of PubCo in good faith) (i) equal and its determination with respect to or in excess of any each Earnout Condition that has not yet been satisfied, then the applicable Earnout Shares Disputed Item shall be issued an amount within the range established with respect to the relevant Shareholders effective as of immediately prior to the consummation of such transaction, or otherwise treated as so issued in connection therewith, so as to ensure that the recipients of such Earnout Shares shall receive such Earnout SharesDisputed Item by Buyer’s calculation delivered pursuant to Section 2.4.1, on the one hand, and all proceeds thereofthe Members’ calculation delivered pursuant to Section 2.4.2, in connection with such transaction, and (ii) less than any Earnout Condition that has not yet been satisfied, then on the contingent right and entitlement of such Shareholders to the applicable Earnout Shares other hand. The Independent Accountant Arbitrator shall be forfeited instructed to use reasonable best efforts to deliver to Buyer and cease to exist.the Members a written report setting forth the

Earnout. (a) A Shareholder’s right Following the Closing, and as additional consideration for the Merger and the transactions contemplated hereby, within five (5) Business Days after the occurrence of the Triggering Event, Acquiror shall issue or cause to receive be issued to each Eligible Company Equityholder as of such date (in each case in accordance with its respective Pro Rata Earnout Portion) an aggregate of 1,078,125 shares of Acquiror Stock (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Acquiror Stock occurring after the Closing) (such shares, the “Earnout Shares”), upon the terms and subject to the conditions set forth in this Agreement; provided that, any Earnout Shares issued in respect of a Company RSA exchanged for an Exchanged RSA that remains unvested as of the Triggering Event and any such Earnout Shares issued in connection therewith pursuant to this Section 2.43.12 shall vest in equal amounts (or as close as possible, if anywith any excess shares vesting on the last vesting date) over the remaining vesting schedule of the applicable Exchanged RSA, is and shall be subject to the closing price same vesting conditions applied to such Exchanged RSA; provided, further, that any such issuance of PubCo Earnout Shares equaling will not be made to any Eligible Company Equityholder for which a filing under the HSR Act is required in connection with the issuance of Earnout Shares, until the applicable waiting period under HSR Act has expired or exceeding, for any 20 trading days during a 30 consecutive trading day period, (i) $12.00 per share (the “First Earnout Condition”), (ii) $14.00 per share (the “Second Earnout Condition”) or (iii) $16.00 per share (the “Third Earnout Condition”; and each of the First, Second and Third Earnout Conditions an “Earnout Condition”), as applicable, in each case as equitably adjusted for share splits, share dividends, reorganizations and recapitalisationsbeen terminated. (b) As additional consideration for For the transfer avoidance of doubt, (i) Eligible Company Equityholders shall be entitled to receive Earnout Shares upon the first occurrence of the Triggering Event and in no event shall the Eligible Company Equityholders be entitled to PubCo receive more than the 1,078,125 shares of Acquiror Stock pursuant to this Section 23.12; (ii) to the extent the Triggering Event does not occur in accordance with the terms of this Agreement, then any Earnout Shares that would otherwise be issued under this Agreement as promptly as reasonably practicable a result of the occurrence of the Triggering Event shall instead be forfeited and cancelled without the payment of any consideration in respect thereof, and (but in iii) until the Closing occurs, Acquiror shall have no obligations under this Section 3.12, including any event, within ten Business Days) after the satisfaction of an Earnout Condition, PubCo shall obligation to issue and allot or cause to be issued any Earnout Shares and allotted the Eligible Company Equityholders shall have no right to each applicable Shareholder the applicable receive any Earnout Shares. (c) In If, after the event that an Earnout Condition is not satisfied Closing and on or prior to the fifth two (2) year anniversary of the ClosingClosing Date, there is a Change of Control pursuant to which Acquiror or its stockholders have a right to receive consideration implying value of Acquiror Common Stock (as agreed in good faith by the contingent right and entitlement Acquiror Board) of equal to or greater than $13.00, then (i) immediately prior to such Shareholders Change of Control, Acquiror shall issue the Earnout Shares to the applicable Eligible Company Equityholders (in accordance with each Eligible Company Equityholders’ respective Pro Rata Earnout Portion) and (ii) thereafter, this Section 3.12 shall terminate and no further Earnout Shares shall be forfeited and cease to existissuable hereunder. (d) Any issuance of Earnout Shares shall be treated as an adjustment to the consideration paid at the Closing, except to the extent otherwise required by Law, and an amount equal to the aggregate par value of the Earnout Shares so issued will be credited to the capital account of PubCo. (e) To the extent that, prior to the fifth anniversary of the Closing, there is a bona fide third party transaction that results in PubCo Shares being converted into the right to receive cash or other consideration having a per share value (as adjusted for share splits, share dividends, reorganizations and recapitalisations, and in the case of any non-cash consideration, as provided in the definitive transactions documents for such transaction, or if not so provided, determined by the board of directors of PubCo in good faith) (i) equal to or in excess of any Earnout Condition that has not yet been satisfied, then the applicable Earnout Shares shall be issued to the relevant Shareholders effective as of immediately prior to the consummation of such transaction, or otherwise treated as so issued in connection therewith, so as to ensure that the recipients of such Earnout Shares shall receive such Earnout Shares, and all proceeds thereof, in connection with such transaction, and (ii) less than any Earnout Condition that has not yet been satisfied, then the contingent right and entitlement of such Shareholders to the applicable Earnout Shares shall be forfeited and cease to exist.

Earnout. (a) A Shareholder’s right to receive Earnout Shares pursuant to this Section 2.4, if any, is Upon the terms and subject to the closing price conditions contained herein, in the event that the EBITDA of PubCo Shares equaling the Company and its Subsidiaries on a consolidated basis is at least Seventeen Million Eight Hundred Thousand Dollars ($17,800,000) or exceedinggreater (“Target EBITDA”) for the period from January 1, for any 20 trading days during a 30 consecutive trading day period2006 through and including December 31, (i) $12.00 per share 2006 (the “First Earnout ConditionPeriod”), an additional amount of consideration in the amount of Four Million Five Hundred Thousand Dollars (ii$4,500,000) $14.00 per share (the “Second Earnout ConditionPayment”) or (iii) $16.00 per share (shall become payable to the “Third Earnout Condition”; Selling Stockholder and each of shall be treated by the First, Second and Third Earnout Conditions parties as an “Earnout Condition”), as applicable, in each case as equitably adjusted for share splits, share dividends, reorganizations and recapitalisationsadjustment to the Purchase Price. (b) As additional consideration promptly as practicable following, but no later than sixty (60) days following, completion of the Purchaser’s consolidated financial statements for the transfer Earnout Period, Purchaser shall prepare and deliver to the Selling Stockholder (i) a statement setting forth in reasonable detail the calculation of EBITDA of the Company Shares and its Subsidiaries on a consolidated basis for the Earnout Period (the “Earnout Statement”) and (ii) a certificate of an executive officer of Purchaser to PubCo the effect that the Earnout Statement has been in all respects prepared in accordance with this Section 3.5(b). The Earnout Statement and the components of EBITDA (“EBITDA Components”) shall be derived from the consolidated audited financial statements of the Purchaser for the year ending December 31, 2006, adjusted as necessary to comply with Section 3.5(g). (c) The Selling Stockholder shall have twenty (20) days to review the Earnout Statement (“Earnout Review Period”). If the Selling Stockholder disagrees with Purchaser’s calculation of EBITDA or the Earnout Statement delivered pursuant to this Section 23.5(b), the Selling Stockholder may, within twenty (20) days after receipt of the Earnout Statement, deliver a notice to Purchaser disagreeing with the Earnout Statement and setting forth the Selling Stockholder’ calculation of EBITDA and EBITDA Components. Any such notice of disagreement shall specify those items or amounts as to which the Selling Stockholder disagrees, and the Selling Stockholder shall be deemed to have agreed with all other items and amounts contained in the Earnout Statement delivered pursuant to Section 3.5(b). If the Stockholder Representative fails to deliver such notice in such twenty (20) day period, the Selling Stockholder shall have waived its right to contest the Earnout Statement and the calculation of EBITDA set forth therein shall be deemed to be final and binding upon Purchaser and the Selling Stockholder and shall be used for purposes of the adjustment pursuant to Section 3.5(a) above. (d) If a notice of disagreement shall be duly delivered pursuant to Section 3.5(c), the Selling Stockholder and Purchaser shall, during the twenty (20) days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts contained within the Earnout Statement in order to determine, as may be required, EBITDA. If during such period, the Selling Stockholder and Purchaser are unable to reach such agreement, then all amounts and issues remaining in dispute shall be submitted by the Selling Stockholder and Purchaser to an Accounting Referee for a determination resolving such disputed items or amounts for the purpose of calculating EBITDA (it being understood that in making such calculation, the Accounting Referee shall be functioning as an expert and not as an arbitrator). If the parties are unable to agree on an appointment of an Accounting Referee, within ten (10) days after not being able to reach agreement thereon, an Accounting Referee shall be determined by mutual agreement of the regular auditor of the Company prior to the Closing Date and the regular auditor of the Purchaser and, if such auditors are unable to reach agreement within ten (10) days of being requested to do so, an Accounting Referee shall be determined by lot with each of the Selling Stockholder and Purchaser submitting one candidate meeting the requirements of an Accounting Referee set forth in the definition thereof. In making such calculation, the Accounting Referee shall consider only those items or amounts in the Earnout Statement, the EBITDA Components and Purchaser’s calculation of EBITDA as to which the Selling Stockholder has disagreed. The Accounting Referee shall deliver to the Selling Stockholder and Purchaser, as promptly as reasonably practicable (but in any event, within ten Business Dayscase no later than thirty (30) after days from the satisfaction date of an Earnout Condition, PubCo shall issue and allot or cause to be issued and allotted to each applicable Shareholder the applicable Earnout Shares. (c) In the event that an Earnout Condition is not satisfied prior to the fifth anniversary engagement of the ClosingAccounting Referee), a report setting forth its calculation of EBITDA. Such report shall be final and binding upon the contingent right Selling Stockholder and entitlement Purchaser and shall be used for purposes of determining the adjustment pursuant to Section 3.5(a) above. The cost of such Shareholders to the applicable Earnout Shares review and report shall be forfeited and cease to exist. (d) Any issuance of Earnout Shares shall be treated as an adjustment to borne equally by the consideration paid at Selling Stockholder, on the Closing, except to the extent otherwise required by Lawone hand, and an amount equal to Purchaser, on the aggregate par value of the Earnout Shares so issued will be credited to the capital account of PubCoother hand. (e) To The Selling Stockholder, Purchaser and the Company shall, and shall cause their respective representatives to, cooperate and assist in the preparation of the Earnout Statement and the calculation of EBITDA and in the conduct of the review referred to in this Section 3.5, including, without limitation, the making available to the extent necessary of books, records, work papers and personnel. (f) Any payment made pursuant to this Section 3.5, shall be made within five (5) Business Days after EBITDA for the Earnout Period is agreed to by Purchaser and the Selling Stockholder or is determined to be final and binding either pursuant to Section 3.5(c) or Section 3.5(d) by wire transfer of immediately available United States funds into such account or accounts designated by the Selling Stockholder. Notwithstanding anything to the contrary contained herein, to the extent that, prior at the time any Earnout Payment is to the fifth anniversary of the Closingbe made, there is a bona fide third party transaction that results in PubCo Shares being converted into exists any amounts owing from, or claims asserted against, the right Selling Stockholder to receive cash Purchaser pursuant to Section 3.3(f), Section 8.10, Article X, or other consideration having a per share value (as adjusted for share splitsthe Indemnity Side Letter, share dividends, reorganizations and recapitalisationsPurchaser shall be entitled to set-off any such amounts against the Earnout Payment, and in when and whether such amounts are to be finally remitted to Seller or retained by Purchaser, as the case may be, shall be determined in a manner consistent with the procedures for the determination of any non-cash consideration, as payment of an Indemnification Claim under the Escrow Agreement; provided in the definitive transactions documents for such transaction, or if not so provided, determined by the board of directors of PubCo in good faith) that (i) if the set-off relates to an Indemnification Claim and the amount set off, when added to the amount then held under the Indemnification Escrow Agreement, would exceed the sum of (A) the Indemnification Escrow Amount and (B) $450,000 (such sum, the “Earnout Escrow Amount”), the Purchaser and Selling Stockholder shall promptly execute a Joint Statement (as defined in the Indemnification Escrow Agreement) directing the Escrow Agent to pay to the Selling Stockholder an amount equal to or in such excess of any Earnout Condition that has not yet been satisfied, then the applicable Earnout Shares shall be issued to the relevant Shareholders effective as of immediately prior to the consummation of such transaction, or otherwise treated as so issued in connection therewith, so as to ensure that the recipients of such Earnout Shares shall receive such Earnout Shares, and all proceeds thereof, in connection with such transaction, and (ii) less than if the set-off relates to a claim under the Indemnity Side Letter, the amount set-off shall reduce dollar for dollar any Earnout Condition that has not yet been satisfiedcap on liability under the Indemnity Side Letter. (g) Operating Rules and Guidelines. Except as set forth on Schedule 3.5(g), then the contingent right following guidelines and entitlement of such Shareholders rules shall be used in calculating EBITDA and the EBITDA Components and shall be followed with respect to the applicable Company and its Subsidiaries during the Earnout Shares Period: (i) EBITDA and the EBITDA Components and all other accounting terms used herein shall be forfeited determined in accordance with GAAP as in effect at the date of this Agreement applied on a basis consistent with that employed by the Company in the preparation of the Financial Statements. (ii) During the Earnout Period, for purposes of the calculation of EBITDA, Purchaser shall adhere to the pricing formula set forth in the Supply and cease Purchase Agreement dated as of February 13, 2003, by and between Purchaser and the Company (“Supply and Purchase Agreement”) with respect to existsales to Purchaser of “Wabash” and “Transcraft” branded trailers; provided, however, that with respect to Purchaser’s direct house accounts (a current list of which is set forth on Exhibit A hereto), purchase price shall be determined by reference to the lowest purchase price billed on comparable volume purchases of the same products, as adjusted to give effect to seasonality, plant usage and other matters that can affect the purchase price of the Company’s products; and further, provided, however, in the event the Company is required to move the production of “Transcraft” branded trailers to regular Company customers that are already in the Company’s backlog at such time in order to satisfy orders placed by customers who are in Purchaser’s customer base, the contribution to margin of the sales to the Purchaser’s customers shall be determined based on the higher of the contribution to margin of the moved sales and the contribution to margin of the sales to the Purchaser’s customers. (iii) During the Earnout Period, the Purchaser shall not take or fail to take any action with the intent and for the purpose of unfairly or prejudicially affecting the Company’s ability to achieve the Target EBITDA.

Earnout. The parties acknowledge that the Purchase Price, as same may be modified by Section 3 herein, has been calculated generally by dividing the expected annual base rent from the Property (ai.e. $2,826,003.00) A Shareholder’s right by .081441 (the “Base Rent Divider”). In the event the Property is less than one hundred percent (100%) leased to receive Earnout Shares tenants satisfying the Occupancy Conditions described upon Exhibit L attached hereto and made a part hereof as of the Closing Date, only a portion of the full Purchase Price shall be funded at Closing and the balance of the Purchase Price (the “Unfunded Purchase Price”) shall be held by Purchaser pursuant to the terms of this Section 2.420. The Unfunded Purchase Price shall be calculated by dividing the aggregate pro forma annual base rent (per the attached Exhibit B) for the space within the Property for those tenants that do not then satisfy the Occupancy Conditions (the “Vacant Space”), if any, is by the Base Rent Divider. The balance of the Purchase Price shall be paid to Seller per the terms of this Agreement on the Closing Date (subject to Seller’s funding of the closing price deposits described below). As of PubCo Shares equaling or exceedingthe date hereof, the Vacant Space totals 31,625 square feet. The parties agree to enter into a mutually agreeable “Earnout Agreement” (attached as Exhibit K) at Closing which sets forth the terms and conditions for any 20 trading days during a 30 consecutive trading day periodthe Earnout, some of which are as follows: The term of the earnout period shall commence on the Closing Date and shall continue until the first to occur of (i) $12.00 per share a period of 36 months from the Closing Date, or (ii) the date the Vacant Space has been fully leased and is occupied by tenants then satisfying the Occupancy Conditions (the “First Earnout ConditionPeriod”), (ii) $14.00 per share (. During the “Second Earnout Condition”) or (iii) $16.00 per share (the “Third Earnout Condition”; and each term of the First, Second Earnout Period (and Third Earnout Conditions an “Earnout Condition”), as applicable, in each case as equitably adjusted for share splits, share dividends, reorganizations and recapitalisations. (b) As additional consideration for the transfer of Company Shares prior to PubCo pursuant to this Section 2, as promptly as reasonably practicable (but in any event, within ten Business Days) after the satisfaction of an Earnout Conditionthe Occupancy Conditions of any portion of the Vacant Space by a new tenant), PubCo Seller shall issue be responsible for the monthly pro rata share of taxes, insurance and allot or cause to be issued and allotted to each applicable Shareholder common area expenses (collectively, the applicable Earnout Shares. (c“Operating Expenses”) In the event that an Earnout Condition is not satisfied prior allocable to the fifth anniversary of the Vacant Space. To that end, Seller agrees to escrow with Escrow Agent at Closing, the contingent right and entitlement of such Shareholders to the applicable Earnout Shares shall be forfeited and cease to exist. (d) Any issuance of Earnout Shares shall be treated as an adjustment to the consideration paid at the Closing, except to the extent otherwise required by Law, and an amount equal to the estimated aggregate par value Operating Expenses for the Vacant Space payable during the Earnout Period (the “Operating Expense Escrow”). Purchaser shall draw down on the Operating Expense Escrow during the Earnout Period to pay any Operating Expenses allocable to the Vacant Space as same become due. Once any portion of the Vacant Space is leased to, and occupied by, a tenant then satisfying the Occupancy Conditions, Seller’s obligation to pay Purchaser the Operating Expenses allocable to that portion of the Vacant Space shall terminate and the balance of the Operating Expense Escrow allocable to said space shall be promptly paid to Seller. Upon the expiration of the Earnout Shares so issued will Period, the balance of the Operating Expense Escrow, if any, shall be credited paid to Seller. Seller, or its affiliated entities, shall continue to serve as the exclusive leasing agent for the Vacant Space during the Earnout Period and Seller shall be responsible for all costs and expenses associated with leasing the Vacant Space, including without limitation, any brokerage commissions and tenant improvement allowances associated therewith. To that end, Seller agrees to escrow with Escrow Agent at Closing, an amount equal to (i) $15.00 per square foot of the Vacant Space for anticipated tenant improvement allowances applicable to the capital account Vacant Space, plus (ii) $3.00 per square foot of PubCo. the Vacant Space for anticipated leasing commissions applicable to the Vacant Space (ecollectively, the “Leasing Escrow”). As any portion of the Vacant Space is leased to tenants during the Earnout Period, Seller may draw down on the Leasing Escrow to pay any tenant improvement allowance and/or leasing commissions applicable to said lease, provided in no event shall the aggregate amount funded out of the Leasing Escrow for tenant improvement allowances exceed $15.00 per square foot of the aggregate amount of Vacant Space leased, nor shall the aggregate amount funded from the Leasing Escrow for leasing commissions exceed $3.00 per square foot of the aggregate amount of Vacant Space leased. Upon the expiration of the Earnout Period, a portion of the Leasing Escrow in an amount equal to the collective sum of the improvement allowances for the then Vacant Space and the leasing commissions applicable to the then Vacant Space shall be either: (y) To paid to Purchaser if the extent that, then Vacant Space is not fully leased to tenants satisfying the Occupancy Conditions prior to the fifth anniversary expiration of the Closing, there Earnout Period; or (z) paid to Seller if the then Vacant Space is a bona fide third party transaction that results fully leased to tenants satisfying the Occupancy Conditions prior to the expiration of the Earnout Period. Any amounts remaining in PubCo Shares being converted into the right Leasing Escrow after payment to receive cash or other consideration having a per share value Purchaser and/or Seller (as adjusted applicable), as provided immediately above shall be paid to Seller at the expiration of the Earnout Period. Additionally, if tenant improvement allowances exceed $15.00 per square foot of the aggregate amount of Vacant Space leased or leasing commissions exceed $3.00 per square foot of the aggregate amount of Vacant Space leased (including for share splitsspace which is being reconfigured for future leasing to a tenant) (e.g., share dividendsrelocation of walls and doorways), reorganizations Seller shall be responsible for payment of such shortfall from Seller’s funds without contribution therefor from Purchaser. All leases for the Vacant Space shall comply with the Leasing Parameters attached hereto as Exhibit F or shall otherwise be approved in writing by Purchaser. At such time as Seller provides Purchaser with a new lease for any portion of the Vacant Space (and recapitalisationssuch new occupant has satisfied the Occupancy Conditions), Purchaser shall, upon ten (10) days advance written notice from Seller, pay to Seller a portion of the Unfunded Purchase Price in an amount equal to the annual base rent payable under said new lease (such base rent in no event to exceed 110% of the pro forma annual base rent for such space per the attached Exhibit B) divided by the Base Rent Divider. Any portion of the Unfunded Purchase Price which remains unfunded as of the expiration of the Earnout Period shall then be deemed to be forfeited by Seller without any further act by Purchaser and shall be forever released from all obligations to fund any portion of the Unfunded Purchase Price thereafter. Purchaser shall act in a commercially reasonable manner and in good faith during its review and approval of any proposed new tenant and/or lease of the Vacant Space. Purchaser agrees to respond to Seller deliveries of tenant information and/or leases within five (5) business days after its receipt thereof by Purchaser, and in the case of event Purchaser fails to respond within an additional two (2) business days after a second notice, said proposed tenant and/or lease shall be deemed approved by Purchaser. In the event that any non-cash consideration, as provided in the definitive transactions documents for tenant and its new lease is approved (or deemed approved) and such transaction, or if not so provided, determined lease is signed by the board tenant and delivered to Purchaser but Purchaser fails to execute and deliver such lease within two (2) business days after receipt of directors of PubCo in good faith) (i) equal to or in excess of any Earnout Condition that has not yet been satisfiedthe second notice described above, then the applicable Earnout Shares lease shall be issued deemed to the relevant Shareholders effective have been executed by Purchaser as of immediately prior to the consummation sixth (6th) business day following Purchaser’s receipt of such transaction, or otherwise treated as so issued in connection therewith, so as to ensure that the recipients of such Earnout Shares shall receive such Earnout Shares, and all proceeds thereof, in connection with such transaction, and (ii) less than any Earnout Condition that has not yet been satisfied, then the contingent right and entitlement of such Shareholders to the applicable Earnout Shares shall be forfeited and cease to existsame.

Earnout. (a) A Shareholder’s right to receive Earnout Shares pursuant to this Section 2.4Following the Closing, if any, is subject to the closing price of PubCo Shares equaling or exceeding, for any 20 trading days during a 30 consecutive trading day period, (i) $12.00 per share (the “First Earnout Condition”), (ii) $14.00 per share (the “Second Earnout Condition”) or (iii) $16.00 per share (the “Third Earnout Condition”; and each of the First, Second and Third Earnout Conditions an “Earnout Condition”), as applicable, in each case as equitably adjusted for share splits, share dividends, reorganizations and recapitalisations. (b) As additional consideration for the transfer of Company Shares to PubCo pursuant to this Section 2, as promptly as reasonably practicable (but in any eventTransaction, within ten five (5) Business Days) Days after the satisfaction occurrence of an Earnout Conditionthe Trigger Event (subject to Section 2.17(d)), PubCo Acquiror shall issue and allot or cause to be issued and allotted to each applicable Shareholder the applicable Earnout Shares. (c) In the event that an Earnout Condition is not satisfied prior to the fifth anniversary of the Closing, the contingent right and entitlement of such Shareholders to the applicable Earnout Shares shall be forfeited and cease to exist. (d) Any issuance of Earnout Shares shall be treated as an adjustment to the consideration paid at the Closing, except to the extent otherwise required by Law, and an amount equal to the aggregate par value Company Stockholder its pro rata portion of the Earnout Shares so issued will Shares, in accordance with the Allocation Schedule, which shall be credited registered pursuant to the capital account of PubCo. (e) To the extent that, prior to the fifth anniversary of the Closing, there Securities Laws. In connection with a Trigger Event which is a bona fide third party transaction that results Change in PubCo Shares being converted into the right to receive cash or other consideration having a per share value (as adjusted for share splitsControl, share dividends, reorganizations and recapitalisations, and in the case of any non-cash consideration, as provided in the definitive transactions documents for such transaction, or if not so provided, determined by the board of directors of PubCo in good faith) (i) equal to or in excess of any Earnout Condition that has not yet been satisfied, then the applicable Earnout Shares shall be issued to the relevant Shareholders effective as of immediately prior to the consummation effectiveness of such transactionthe Change in Control. (b) Unless otherwise required by a “determination” within the meaning of Section 1313(a) of the Code, or otherwise the Parties acknowledge and agree (i) that any Earnout Shares paid to the Company Stockholders shall be treated as so issued in connection therewith, so additional consideration for the Surviving Company Stock for all income Tax purposes that can be received without imposition of tax (other than to the extent treated as to ensure that interest under Section 483 of the recipients Code or any similar provision of such Earnout Shares shall receive such Earnout Shares, and all proceeds thereof, in connection with such transactionthe Code), and (ii) less than any Earnout Condition that has not yet been satisfied, then the contingent right to prepare and entitlement of file all Tax Returns consistent with such Shareholders Tax treatment. Notwithstanding anything in this Agreement to the applicable contrary, the right to receive the Earnout Shares under this Agreement may not be assigned or transferred, other than as may be permitted in accordance with Rev. Proc. 84-42. (c) Notwithstanding anything to the contrary contained herein, no fraction of an Earnout Share will be issued by virtue of the Trigger Event, and each Person who would otherwise be entitled to a fraction of an Earnout Share (after aggregating all fractional Earnout Shares that otherwise would be received by such Person in connection with the occurrence of a Trigger Event) shall instead have the number of Earnout Shares issued to such Person rounded down to the nearest whole number. (d) If no Trigger Event has occurred prior to the eighth anniversary of the Closing Date, this Section 2.17 shall automatically terminate and be of no further force or effect, and no Earnout Shares shall be forfeited and cease to existissuable hereunder.

Earnout. In addition to the consideration described in Section 1.2(a) above, in the event that there is Qualifying Earnout Revenue, then the Purchasers shall pay to the Seller and the Affected Employees additional cash consideration in an aggregate amount equal to the lesser of (a1) A Shareholder’s right to receive US$10,000,000 or (2) the product of US$0.667 multiplied by the Qualifying Earnout Shares Revenue (as adjusted pursuant to this Section 2.41.2(b), if anythe “Earnout Payment”), is subject less any applicable withholding taxes to the closing price Seller, as set forth herein, within thirty (30) days of PubCo Shares equaling the Determination Date (as defined below), with (A) an amount equal to thirty percent (30%) of the Earnout Payment to be paid by the Purchasers (or exceeding, for any 20 trading days during a 30 consecutive trading day period, (itheir Affiliates) $12.00 per share to the Affected Employees as determined in accordance with the Affected Employee Earnout Allocation delivered by the Seller pursuant to Section 1.2(b)(v) (the “First Affected Employee Earnout ConditionPayment”), less any applicable withholding taxes to the Affected Employees, and (iiB) $14.00 per share an amount equal to seventy percent (the “Second Earnout Condition”70%) or (iii) $16.00 per share (the “Third Earnout Condition”; and each of the FirstEarnout Payment, Second less any applicable withholding taxes to the Seller; provided, that:” 1.6 A new Section 1.2(b)(vi) shall be added to the Asset Purchase Agreement and Third Earnout Conditions an shall read in its entirety as follows: “Earnout Condition”), as applicable, in each case as equitably adjusted for share splits, share dividends, reorganizations and recapitalisations. (b) As additional consideration for the transfer of Company Shares to PubCo pursuant to this Section 2, as promptly as reasonably practicable (but in any event, within ten Business Days) after the satisfaction of an Earnout Condition, PubCo shall issue and allot or cause to be issued and allotted to each applicable Shareholder the applicable Earnout Shares. (cb)(vi) In the event that an Earnout Condition the IP Purchaser determines in its reasonable discretion that it is not satisfied prior required to withhold any applicable withholding taxes with respect to the fifth anniversary of the Closing, the contingent right and entitlement of such Shareholders to the applicable Earnout Shares shall be forfeited and cease to exist. (d) Any issuance of Earnout Shares shall be treated as an adjustment to the consideration paid at the Closing, except to the extent otherwise required by Law, and an amount equal to the aggregate par value payment of the Earnout Shares so issued will be credited Payment to the capital account of PubCo. (e) To the extent thatSeller, prior to the fifth anniversary of the Closing, there is a bona fide third party transaction that results in PubCo Shares being converted into the right to receive cash or other consideration having a per share value (as adjusted for share splits, share dividends, reorganizations and recapitalisations, and in the case of any non-cash consideration, as provided in the definitive transactions documents for such transaction, or if not so provided, determined by the board of directors of PubCo in good faith) then (i) equal to or in excess IP Purchaser shall so notify the Seller at the time of any the delivery of the Earnout Condition that has not yet been satisfied, then the applicable Earnout Shares shall be issued to the relevant Shareholders effective as of immediately prior to the consummation of such transaction, or otherwise treated as so issued in connection therewith, so as to ensure that the recipients of such Earnout Shares shall receive such Earnout Shares, and all proceeds thereof, in connection with such transactionStatement, and (ii) less than any the Seller may, in its discretion, direct the IP Purchaser to make such Earnout Condition that has not yet been satisfied, then the contingent right and entitlement of such Shareholders Payment directly to the Seller’s shareholders on a pro-rata basis based on their equity interest in the Seller (less any applicable withholding taxes to the relevant shareholder of the Seller). The respective percentage allocations of the Earnout Shares Payment as between the shareholders of the Seller shall be forfeited provided to the IP Purchaser in writing by the Seller and cease shall be accompanied by a certified copy of the Seller’s register of members.” 1.7 Section 1.5(b)(ii) shall be amended to exist.read in its entirety as follows:

Earnout. (a) A Shareholder’s right to receive On the Closing Date, Parent shall deposit all of the Escrowed Earnout Shares pursuant with the Escrow Agent, to be held in an escrow account for the purpose of distributing such shares to the Company Stockholders upon the achievement of certain targets, as described in this Section 2.42.8, provided that 7.5% of such Escrowed Earnout Shares shall be part of the Escrowed Indemnity Shares and placed in a separate escrow account in satisfaction of the indemnity set forth in Article VII hereof in accordance with Section 2.10 hereof. The Escrowed Earnout Shares shall be allocated to the Company Stockholders in accordance with Section 2.6(c) of the Company Disclosure Statement and in accordance with the terms and conditions of this Section 2.8 and an agreement to be entered into at the Closing between Parent, the Escrow Representative, and Continental Stock Transfer & Trust Company (the “Escrow Agent”) (or another escrow agent mutually agreed to by Parent and the Company), in customary form and substance as reasonably agreed to by Parent and the Company (the “Escrow Agreement”). (b) Subject to Section 2.8(e) hereof, if anybetween the first and the third anniversary of the Closing Date, is subject to the closing price Closing Price of PubCo Shares equaling Parent Common Stock equals or exceeding, for any 20 trading days during a 30 consecutive trading day period, (i) exceeds $12.00 20.00 per share (the “First Target”) for 20 trading days within any 30 trading day period, then within ten Business Days after the achievement of such target, Parent and the Escrow Representative shall instruct the Escrow Agent to release one Tranche of Escrowed Earnout ConditionShares (which amount may be reduced by up to 7.5% of such shares (the “First Target Indemnity Shares”) pursuant to Article VII hereof and the Escrow Agreement), which shares shall be allocated to the Company Stockholders in accordance with Section 2.6(c) hereof and Section 2.6(c) of the Company Disclosure Statement (the “First Target Shares”). (c) Subject to Section 2.8(e) hereof, (ii) if between the second and the fourth anniversary of the Closing Date, the Closing Price of Parent Common Stock equals or exceeds $14.00 24.50 per share (the “Second Earnout ConditionTarget”) for 20 trading days within any 30 trading day period, then within ten Business Days after the achievement of such target, Parent and the Escrow Representative shall instruct the Escrow Agent to release (i) one Tranche of Escrowed Earnout Shares (which amount may be reduced by up to 7.5% of such shares (the “Second Target Indemnity Shares”) pursuant to Article VII hereof and the Escrow Agreement), which shares shall be allocated to the Company Stockholders in accordance with Section 2.6(c) hereof and Section 2.6(c) of the Company Disclosure Statement (the “Second Target Shares”) and (ii) the First Target Shares, if such shares were not released pursuant to Section 2.8(b) . If the First Target has not been achieved for such 20 trading days during the two-year period referenced in Section 2.8(b) and the Second Target has not been achieved for such 20 trading days during the two-year period referenced in this Section 2.8(c), the First Target Shares shall no longer be outstanding and shall be cancelled. (d) Subject to Section 2.8(e) hereof, if between the third and the fifth anniversary of the Closing Date, the Closing Price of Parent Common Stock equals or (iii) exceeds $16.00 30.50 per share (the “Third Earnout ConditionTarget”; and each of the First) for 20 trading days within any 30 trading day period, Second and Third Earnout Conditions an “Earnout Condition”), as applicable, in each case as equitably adjusted for share splits, share dividends, reorganizations and recapitalisations. (b) As additional consideration for the transfer of Company Shares to PubCo pursuant to this Section 2, as promptly as reasonably practicable (but in any event, then within ten Business Days) Days after the satisfaction achievement of an such target, Parent and the Escrow Representative shall instruct the Escrow Agent to release (i) one Tranche of Escrowed Earnout ConditionShares (which amount may be reduced by up to 7.5% of such shares (the “Third Target Indemnity Shares”) pursuant to Article VII hereof and the Escrow Agreement), PubCo which shares shall issue and allot or cause to be issued and allotted to each applicable Shareholder the applicable Earnout Shares. (c) In the event that an Earnout Condition is not satisfied prior allocated to the fifth anniversary Company Stockholders in accordance with Section 2.6(c) hereof and Section 2.6(c) of the ClosingCompany Disclosure Statement (the “Third Target Shares”) and (ii) the Second Target Shares, if such shares were not released pursuant to Section 2.8(c) . If the Second Target has not been achieved for such 20 trading days during the two-year period referenced in Section 2.8(c) and the Third Target has not been achieved for such 20 trading days during the two-year period referenced in this Section 2.8(d), the contingent right and entitlement of such Shareholders to the applicable Earnout Second Target Shares shall no longer be forfeited outstanding and cease to exist. (d) Any issuance of Earnout shall be cancelled. If the Third Target has not been achieved for such 20 trading days during the two-year period referenced in this Section 2.8(d), the Third Target Shares shall no longer be treated as an adjustment to the consideration paid at the Closing, except to the extent otherwise required by Law, outstanding and an amount equal to the aggregate par value of the Earnout Shares so issued will shall be credited to the capital account of PubCocancelled. (e) In the event of a Change of Control or Reorganization Event, any Escrowed Earnout Shares remaining in the escrow account and not theretofore cancelled shall be released or cancelled as follows: (i) to the extent that the Change of Control or Reorganization Event Consideration exceeds the First Target, any First Target Shares shall be released, (ii) to the extent that the Change of Control or Reorganization Event Consideration exceeds the Second Target, any Second Target Shares shall be released, and (iii) to the extent that the Change of Control or Reorganization Event Consideration exceeds the Third Target, any Third Target Shares shall be released. To the extent thatthat the Change of Control or Reorganization Event Consideration does not exceed any given Target, the Target Shares with respect to such Tranche shall no longer be outstanding and shall be cancelled, effective upon completion of such Change of Control or Reorganization Event. (f) The target closing price triggers listed in Sections 2.8(b), (c) and (d) hereof (such dollar amounts, the “Closing Price Triggers”) and the Escrowed Earnout Shares to be distributed upon achievement of said targets shall be adjusted from time to time as follows: (i) In the event the outstanding shares of Parent Common Stock shall be subdivided or reclassified into a greater number of shares of Parent Common Stock, the Closing Price Triggers in effect at the close of business on the day upon which such subdivision or reclassification becomes effective shall be equitably and proportionately reduced, and conversely, in case outstanding shares of Parent Common Stock shall each be combined or reclassified into a smaller number of shares of Parent Common Stock, the Closing Price Triggers in effect at the close of business on the day upon which such combination or reclassification becomes effective shall be equitably and proportionately increased, such reduction or increase, as the case may be, to become effective immediately prior to the fifth anniversary opening of business on the day following the day upon which such subdivision or combination becomes effective. (ii) Pursuant to the Escrow Agreement, in connection with any such subdivision or reclassification into a greater number of shares of Parent Common Stock, the Escrowed Earnout Shares distributable upon the achievement of the Closingapplicable milestones shall be equitably and proportionately increased and, there is conversely, in connection with any such combination or reclassification into a bona fide third party transaction that results in PubCo smaller number of shares of Parent Common Stock, the Escrowed Earnout Shares being converted into distributable upon the right to receive cash or other consideration having a per share value achievement of the applicable milestones shall be equitably and proportionately reduced. For example, for purposes of clarity, (as adjusted for share splits, share dividends, reorganizations and recapitalisations, and x) in the case of any nona 2-cash considerationfor-1 stock split of Parent Common Stock, as provided the Escrowed Earnout Shares distributable upon the achievement of the first milestone shall be increased from 9,666,667 to 19,333,334 and (y) in the definitive transactions documents case of a 1-for-2 reverse stock split of Parent Common Stock, the Escrowed Earnout Shares distributable upon the achievement of the first milestone shall be reduced from 9,666,667 to 4,833,334 (assuming for such transaction, or if not so provided, determined by the board purposes of directors this example that there are no adjustments to the number of PubCo shares of Parent Common Stock in good faitheach Tranche). (g) (i) equal to or in excess Without limiting the specificity of any Earnout Condition that has not yet been satisfiedof the foregoing, then it is the applicable intent of the parties to provide for fair and equitable adjustments to the Closing Price Triggers and the Escrowed Earnout Shares shall to preserve the economic benefits intended to be issued provided to the relevant Shareholders effective as Company Stockholders under the terms of immediately prior to this Agreement in the consummation event there is any change in or conversion of such transactionthe Parent Common Stock and, or otherwise treated as so issued accordingly, the Parent Board of Directors shall make appropriate equitable adjustments in connection therewith, so as determined in the good faith judgment of the Parent Board of Directors. (h) Neither Parent, the Company Stockholders nor any Affiliate thereof shall take any action, directly or indirectly, with the intent or effect of influencing or manipulating the market prices of Parent Common Stock during any measurement period described in Sections 2.8(b), (c) and (d) hereof. Furthermore, for the purposes of determining whether a Closing Price Trigger has been achieved for 20 trading days within any 30-trading-day period pursuant to Sections 2.8(b), (c) and (d) hereof, any days during which any such persons (A) have outstanding a public announcement or statement relating to the purchase or sale of equity securities of Parent (other than ordinary-course, generic statements as to ensure that the recipients possibility of such Earnout Shares shall receive purchases from time to time and which do not specify either the amount of any such Earnout Sharespotential purchases nor the price or prices at which such purchases may be made), and all proceeds thereofwhether in the public market or otherwise, or (B) have made, in connection with such transactionthe aggregate, and (ii) less than any Earnout Condition that has not yet been satisfied, then the contingent right and entitlement of such Shareholders to the applicable Earnout Shares best knowledge of Parent, purchases of Parent Common Stock exceeding 1% of the average daily trading volume reported for the security during the four calendar weeks preceding the week in which such purchases were made, shall not be forfeited and cease to existcounted as days on which such Closing Price Trigger has been achieved. Such excluded days shall extend the 30-trading-day measurement period by an equal number of days.

Earnout. The parties acknowledge that the Purchase Price, as same may be modified by Section 3 herein, has been calculated generally by dividing the expected annual base rent from the Property (ai.e. $2,674,471) A Shareholder’s right by .079406 (the “Base Rent Divider”). In the event the Property is less than one hundred percent (100%) leased to receive Earnout Shares tenants satisfying the Occupancy Conditions described upon Exhibit L attached hereto and made a part hereof as of the Closing Date, only a portion of the full Purchase Price shall be funded at Closing and the balance of the Purchase Price (the “Unfunded Purchase Price”) shall be held by Purchaser pursuant to the terms of this Section 2.420. Subject to the terms of Exhibit L attached hereto, if anythe Unfunded Purchase Price shall be calculated by dividing the aggregate pro forma annual base rent (per the attached Exhibit B) for the space within the Property for those tenants that do not then satisfy the Occupancy Conditions (the “Vacant Space”), is by the Base Rent Divider. The balance of the Purchase Price shall be paid to Seller per the terms of this Agreement on the Closing Date (subject to Seller’s funding of the closing price deposits described below). As of PubCo Shares equaling or exceedingthe date hereof, the Vacant Space totals 5,900 square feet. The parties agree to enter into a mutually agreeable “Earnout Agreement” (attached as Exhibit K) at Closing which sets forth the terms and conditions for any 20 trading days during a 30 consecutive trading day periodthe Earnout, some of which are as follows: The term of the earnout period shall commence on the Closing Date and shall continue until the first to occur of (i) $12.00 per share a period of 36 months from the Closing Date, or (ii) the date the Vacant Space has been fully leased and is occupied by tenants then satisfying the Occupancy Conditions (the “First Earnout ConditionPeriod”), (ii) $14.00 per share (. During the “Second Earnout Condition”) or (iii) $16.00 per share (the “Third Earnout Condition”; and each term of the First, Second Earnout Period (and Third Earnout Conditions an “Earnout Condition”), as applicable, in each case as equitably adjusted for share splits, share dividends, reorganizations and recapitalisations. (b) As additional consideration for the transfer of Company Shares prior to PubCo pursuant to this Section 2, as promptly as reasonably practicable (but in any event, within ten Business Days) after the satisfaction of an Earnout Conditionthe Occupancy Conditions of any portion of the Vacant Space by a new tenant), PubCo Seller shall issue be responsible for the monthly pro rata share of taxes, insurance and allot or cause to be issued and allotted to each applicable Shareholder common area expenses (collectively, the applicable Earnout Shares. (c“Operating Expenses”) In the event that an Earnout Condition is not satisfied prior allocable to the fifth anniversary of the Vacant Space. To that end, Seller agrees to escrow with Escrow Agent at Closing, the contingent right and entitlement of such Shareholders to the applicable Earnout Shares shall be forfeited and cease to exist. (d) Any issuance of Earnout Shares shall be treated as an adjustment to the consideration paid at the Closing, except to the extent otherwise required by Law, and an amount equal to the estimated aggregate par value Operating Expenses for the Vacant Space payable during the Earnout Period (the “Operating Expense Escrow”). Purchaser shall draw down on the Operating Expense Escrow during the Earnout Period to pay any Operating Expenses allocable to the Vacant Space as same become due. Once any portion of the Vacant Space is leased to, and occupied by, a tenant then satisfying the Occupancy Conditions, Seller’s obligation to pay Purchaser the Operating Expenses allocable to that portion of the Vacant Space shall terminate and the balance of the Operating Expense Escrow allocable to said space shall be promptly paid to Seller. Upon the expiration of the Earnout Shares so issued will Period, the balance of the Operating Expense Escrow, if any, shall be credited paid to Seller. Seller shall continue to serve as the exclusive leasing agent for the Vacant Space during the Earnout Period and shall be responsible for all costs and expenses associated with leasing the Vacant Space, including without limitation, any brokerage commissions and tenant improvement allowances associated therewith. To that end, Seller agrees to escrow with Escrow Agent at Closing, an amount equal to (i) $15.00 per square foot of the Vacant Space for anticipated tenant improvement allowances applicable to the capital account Vacant Space, plus (ii) $3.00 per square foot of PubCo. the Vacant Space for anticipated leasing commissions applicable to the Vacant Space (ecollectively, the “Leasing Escrow”). As any portion of the Vacant Space is leased to tenants during the Earnout Period, Seller may draw down on the Leasing Escrow to pay any tenant improvement allowance and/or leasing commissions applicable to said lease, provided in no event shall the aggregate amount funded out of the Leasing Escrow for tenant improvement allowances exceed $15.00 per square foot of the aggregate amount of Vacant Space leased, nor shall the aggregate amount funded from the Leasing Escrow for leasing commissions exceed $3.00 per square foot of the aggregate amount of Vacant Space leased. Upon the expiration of the Earnout Period, a portion of the Leasing Escrow in an amount equal to the collective sum of the improvement allowances for the then Vacant Space and the leasing commissions applicable to the then Vacant Space shall be either: (y) To paid to Purchaser if the extent that, Vacant Space is not fully leased to tenants satisfying the Occupancy Conditions prior to the fifth anniversary expiration of the Closing, there Earnout Period; or (z) paid to Seller if the Vacant Space is a bona fide third party transaction that results fully leased to tenants satisfying the Occupancy Conditions prior to the expiration of the Earnout Period. Any amounts remaining in PubCo Shares being converted into the right Leasing Escrow after payment to receive cash or other consideration having a per share value Purchaser and/or Seller (as adjusted applicable), as provided immediately above shall be paid to Seller at the expiration of the Earnout Period. Additionally, if tenant improvement allowances exceed $15.00 per square foot of the aggregate amount of Vacant Space leased or leasing commissions exceed $3.00 per square foot of the aggregate amount of Vacant Space leased (including for share splitsspace which is being reconfigured for future leasing to a tenant) (e.g., share dividendsrelocation of walls and doorways), reorganizations Seller shall be responsible for payment of such shortfall from Seller’s funds without contribution therefor from Purchaser. All leases for the Vacant Space shall comply with the Leasing Parameters attached hereto as Exhibit F or shall otherwise be approved in writing by Purchaser. At such time as Seller provides Purchaser with a new lease for any portion of the Vacant Space (and recapitalisationssuch new occupant has satisfied the Occupancy Conditions), Purchaser shall, upon ten (10) days advance written notice from Seller, pay to Seller a portion of the Unfunded Purchase Price in an amount equal to the annual base rent payable under said new lease (such base rent in no event to exceed 110% of the pro forma annual base rent for such space per the attached Exhibit B) divided by the Base Rent Divider. Any portion of the Unfunded Purchase Price which remains unfunded as of the expiration of the Earnout Period shall then be deemed to be forfeited by Seller without any further act by Purchaser and shall be forever released from all obligations to fund any portion of the Unfunded Purchase Price thereafter. Purchaser shall act in a commercially reasonable manner and in good faith during its review and approval of any proposed new tenant and/or lease of the Vacant Space. Purchaser agrees to respond to Seller deliveries of tenant information and/or leases within five (5) business days after its receipt thereof by Purchaser, and in the case of event Purchaser fails to respond within an additional two (2) business days after a second notice, said proposed tenant and/or lease shall be deemed approved by Purchaser. In the event that any non-cash consideration, as provided in the definitive transactions documents for tenant and its new lease is approved (or deemed approved) and such transaction, or if not so provided, determined lease is signed by the board tenant and delivered to Purchaser but Purchaser fails to execute and deliver such lease within two (2) business days after receipt of directors of PubCo in good faith) (i) equal to or in excess of any Earnout Condition that has not yet been satisfiedthe second notice described above, then the applicable Earnout Shares lease shall be issued deemed to the relevant Shareholders effective have been executed by Purchaser as of immediately prior to the consummation sixth (6th) business day following Purchaser’s receipt of such transaction, or otherwise treated as so issued in connection therewith, so as to ensure that the recipients of such Earnout Shares shall receive such Earnout Shares, and all proceeds thereof, in connection with such transaction, and (ii) less than any Earnout Condition that has not yet been satisfied, then the contingent right and entitlement of such Shareholders to the applicable Earnout Shares shall be forfeited and cease to existsame.

Earnout. (a) If EBITDA for Target operating as a wholly-owned subsidiary of Buyer for the fiscal year ending December 31, 2010 is equal to or greater than Thirty-Five Million Dollars ($35,000,000), Buyer shall issue to Sellers in accordance with the percentages set forth in Exhibit A Shareholder’s right to receive Earnout Shares pursuant to this Section 2.4, if any, is subject to the closing price attached hereto a number of PubCo Shares equaling or exceeding, for any 20 trading days during a 30 consecutive trading day period, (i) $12.00 per share shares of Buyer Common Stock (the “First Earnout Condition”), (ii) $14.00 per share (the “Second Earnout ConditionShares”) or equal to Ten Million Dollars (iii$10,000,000) $16.00 per share (divided by the “Third Earnout Condition”; and each Stock Price. In no event, however, shall the aggregate number of Earnout Shares exceed 19.9% of the FirstBuyer’s outstanding common shares. In such event the aforesaid 19.9% would limit the amount of Earnout otherwise payable to Sellers, Second such dollar amount of Earnout above the 19.9% which Sellers would otherwise receive in Earnout Shares shall be payable in cash to Sellers. No fractional shares of Buyer Common Stock shall be issued, and Third in lieu thereof any fractional Earnout Conditions an “Shares shall be rounded up to the nearest whole Earnout Condition”), as applicable, in each case as equitably adjusted for share splits, share dividends, reorganizations and recapitalisationsShare. (b) As additional consideration Within five (5) days following receipt by Buyer of its audited financial statements for the transfer of Company Shares to PubCo pursuant to this Section 2fiscal year ending December 31, as promptly as reasonably practicable (2010, but in any eventno event later than April 15, within ten Business Days2011, Buyer shall prepare and deliver to Sellers’ Representative, a report (the “EBITDA Report”) after showing the satisfaction computation of an Earnout ConditionEBITDA for the fiscal year ending December 31, PubCo 2010. The EBITDA Report shall issue and allot or cause to be issued and allotted to each applicable Shareholder based upon the applicable Earnout SharesDecember 31, 2010 audited financial statements of Target. (c) In Buyer shall issue the event that an Earnout Condition is not satisfied prior to the fifth anniversary of the Closing, the contingent right and entitlement of such Shareholders to the applicable Earnout Shares to Sellers within five (5) Business Days after final determination of EBITDA for the fiscal year ending December 31, 2010. The final determination of EBITDA shall be forfeited accomplished in accordance with subsections (d), (e) and cease to exist(f) below. (d) Any issuance During the thirty (30) day period following delivery of Earnout Shares the EBITDA Report, Buyer shall be treated as an adjustment permit Sellers and Sellers’ accountants, upon reasonable notice at a mutually agreed upon time during normal business hours, to have full access to the consideration paid at books, records, accountants and personnel of Buyer and to make such inspections and copies of such books and records as they may reasonably request, from time to time to verify the Closingamounts included in the EBITDA Report. Any such EBITDA Report shall become final and binding upon the Parties on the thirtieth (30th) day following delivery thereof, except unless Sellers’ Representative shall have given written notice of disagreement (an “Earn-Out Dispute Notice”), to Buyer prior to such date. Any Earn-Out Dispute Notice shall specify in reasonable detail the nature of any disagreement so asserted. During the twenty (20) day period following the delivery of an Earn-Out Dispute Notice, Sellers’ Representative and Buyer shall seek in good faith to resolve any differences which they may have with respect to the extent otherwise required by Law, and an amount equal to the aggregate par value of the Earnout Shares so issued will be credited to the capital account of PubComatters specified in such Earn-Out Dispute Notice. (e) To If, at the extent thatend of such twenty (20) day period, prior Sellers’ Representative and Buyer have not so resolved such differences, Sellers’ Representative and Buyer shall submit the dispute for resolution to PKF Texas in the Houston, Texas office (the “Independent Accounting Firm”) for review and resolution of any and all matters which remain in dispute and which were properly included in such Earn-Out Dispute Notice. Each of Buyer, Target and Sellers hereby represents and warrants to the fifth anniversary other that it has no relationship with the Independent Accounting Firm. (f) The Independent Accounting Firm shall be engaged by Sellers’ Representative and Buyer within ten (10) days following the expiration of such twenty (20) day period. Promptly, but not later than twenty (20) days after acceptance of this appointment, the ClosingIndependent Accounting Firm shall determine those items in dispute and will render its report as to its resolution of such terms and resulting calculations of EBITDA for the fiscal year ending December 31, there is 2010. In determining each disputed item, the Independent Accounting Firm may not assign a bona fide third value to such item greater than the greatest value for such item claimed by either party transaction that results or less than the lowest value for such term claimed by either party. Sellers’ Representative and Buyer shall cooperate with the Independent Accounting Firm in PubCo Shares being converted into making its determination and such determination shall be conclusive and binding upon the right to receive cash or other consideration having a per share value parties. The losing party (as adjusted defined below) in any such arbitration shall pay all costs and fees (including reasonable attorneys’ fees and expenses) related to such determination by the Independent Accounting Firm, including without limitation, the costs relating to any negotiations with the Independent Accounting Firm with respect to the terms and conditions of such Independent Accounting Firm’s engagement. For purposes of this Section 2.3, as between Sellers’ Representative and Buyer, the “losing party” in any such determination shall mean the party whose EBITDA for share splitsthe fiscal year ending December 31, share dividends2010 (as set forth in the EBITDA Report, reorganizations and recapitalisations, and in the case of any non-cash considerationBuyer, or in an Earn Out Dispute Notice, in the case of Sellers’ Representative), is farthest from the calculation of EBITDA for the fiscal year ending December 31, 2010, as provided in the definitive transactions documents for such transaction, or if not so provided, determined by the board of directors of PubCo in good faithIndependent Accounting Firm. (g) (i) equal Buyer shall have no right to or in excess of any Earnout Condition that has not yet been satisfied, then offset the applicable Earnout Shares shall against any sum that may be issued due or is alleged to be due by Sellers to Buyer or the relevant Shareholders effective as of immediately prior to the consummation of such transaction, or otherwise treated as so issued in connection therewith, so as to ensure that the recipients of such Earnout Shares shall receive such Earnout Shares, and all proceeds thereof, in connection with such transaction, and (ii) less than any Earnout Condition that has not yet been satisfied, then the contingent right and entitlement of such Shareholders to the applicable Earnout Shares shall be forfeited and cease to existAcquired Companies.

Earnout. (a) A Shareholder’s Following the Closing, subject to the terms and conditions set forth herein, certain directors, officers, employees and consultants of the Company who are residents of Canada for the purposes of the ITA and not subject to the provisions of the Code, each as set forth on Schedule 1.16(a) (the “Company Earnout Participants”), shall have the contingent right to receive up to an additional 5,000,000 AB PubCo Common Shares (subject to equitable adjustment for stock splits, stock dividends, combinations, recapitalizations and the like after the Closing, including to account for any equity securities into which such AB PubCo Common Shares are exchanged or converted) (the “Company Earnout Shares”). On the forty-fifth (45th) Business Day following the achievement of the Earnout Milestone (as hereinafter defined), the Company Earnout Participants will be entitled to receive one-hundred percent (100%) of the Company Earnout Shares pursuant to this Section 2.4, if any, is subject to the closing price of PubCo Shares equaling or exceedingif, for any 20 trading days during a 30 consecutive trading day periodtwenty (20) Trading Days within any thirty (30)-consecutive Trading Day period beginning on the Closing Date and ending on the date that is forty-eight (48) months following the Closing Date (the “Earnout Period”), (i) the VWAP of AB PubCo Common Shares equals or exceeds $12.00 15.00 per share (the “First Earnout Condition”), (ii) $14.00 per share (the “Second Earnout Condition”) or (iii) $16.00 per share (the “Third Earnout Condition”; and each of the First, Second and Third Earnout Conditions an “Earnout Condition”), as applicable, in each case as equitably adjusted for share stock splits, share stock dividends, reorganizations combinations, recapitalizations and recapitalisationsthe like after the Closing) (the “Earnout Milestone”); provided, however, that each such Company Earnout Participant must have continued to serve as a director, officer, employee or consultant of the Company (or AB Pubco, as its successor) up to the time of the achievement of the Earnout Milestone to be entitled to receive any Company Earnout Shares. For the avoidance of doubt, if the Earnout Milestone is not achieved during the Earnout Period, the Company Earnout Participants will not be entitled to receive any of the Company Earnout Shares. (b) As additional consideration for Following the transfer Closing, subject to the terms and conditions set forth herein, certain designees of Company Shares to PubCo pursuant to this Section 2the SPAC, as promptly as reasonably practicable specified by the SPAC to the Company in writing prior to the Closing (but in any eventthe “Designated Earnout Participants”), within ten Business Days) shall have the contingent right to receive up to an additional 2,000,000 AB PubCo Common Shares (subject to equitable adjustment for stock splits, stock dividends, combinations, recapitalizations and the like after the satisfaction Closing, including to account for any equity securities into which such AB PubCo Common Shares are exchanged or converted) (the “Designated Earnout Shares,” and together with the Company Earnout Shares, the “Earnout Shares”). The Designated Earnout Participants will be entitled to receive (100%) of an the Designated Earnout ConditionShares if the Earnout Milestone is achieved during the Earnout Period. For the avoidance of doubt, PubCo shall issue and allot or cause if the Earnout Milestone is not achieved during the Earnout Period, the Designated Earnout Participants will not be entitled to be issued and allotted to each applicable Shareholder receive any of the applicable Designated Earnout Shares. (c) In Promptly, and in any event within ten (10) Business Days, following the event that an Earnout Condition is not satisfied prior to the fifth end of each monthly anniversary of the ClosingClosing during the Earnout Period, AB PubCo’s Chief Financial Officer will calculate (i) the contingent right VWAP of the AB PubCo Common Shares on each Trading Day for such monthly anniversary period and entitlement of such Shareholders to (ii) whether the applicable Earnout Shares shall be forfeited and cease to existMilestone has been achieved during the Earnout Period. (d) Any issuance of Earnout Shares shall be treated as an adjustment With respect to the consideration paid at Company Earnout Participants, if the ClosingEarnout Milestone is achieved during the Earnout Period, except to the extent otherwise required by Law, and an amount equal to the aggregate par value then: (i) within two (2) Business Days of the Earnout Milestone having been achieved, AB PubCo will deliver written notice to each of the Company Earnout Participants that the Earnout Milestone has been achieved (the “Milestone Achievement Notice”); (ii) the Company Earnout Participants shall have thirty (30) Business Days from the date of the Milestone Achievement Notice to provide written notice (the “Deferred Payment Notice”) to AB PubCo that it wishes to defer the issuance date of the Company Earnout Shares so issued will be credited to which it is entitled, to a date that is not more one (1) year from the date of the Milestone Achievement Notice (the “Deferred Payment Date”); (iii) those Company Earnout Participants that elect a Deferred Payment Date in accordance with Section 1.16(d)(ii), may defer the issuance date of their Company Earnout Shares for three (3) additional one (1) year periods (i.e., in each case terminating on an anniversary of the initial Deferred Payment Date) by giving a new Deferred Payment Notice to AB PubCo not earlier than ninety (90) days and not later than thirty (30) Business Days prior to the capital account expiration of the previous Deferred Payment Date (for greater certainty, Company Earnout Participants shall not be permitted to give any such Deferred Payment Notice after the day which is thirty (30) Business Days prior to the expiration of the Deferred Payment Date, and a Deferred Payment Notice, once given, may not be changed or revoked); (iv) if no Deferred Payment Notice is provided by a Company Earnout Participant to AB PubCo, then AB PubCo will issue and deliver the Company Earnout Shares to the Company Earnout Participants, with each Company Earnout Participant receiving its portion of the Company Earnout Shares as set forth on Schedule 1.16(a), within ten (10) Business Days following the date that is thirty (30) Business Days from the date of the Milestone Achievement Notice; and (v) with respect to those Company Earnout Participants that elect a Deferred Payment Date in accordance with Section 1.16(d)(ii) or (iii), AB PubCo will issue and deliver the Company Earnout Shares to such Company Earnout Participants, with each such Company Earnout Participant receiving its portion of the Company Earnout Shares as set forth on Schedule 1.16(a), on the applicable Deferred Payment Date. Notwithstanding the foregoing, the Deferred Payment Date will not be later than the date, if any, which the Company Earnout Participant’s employment with the Company ends. (e) To With respect to the extent thatDesignated Earnout Participants, if the Earnout Milestone is achieved during the Earnout Period, then AB PubCo will issue and deliver the Designated Earnout Shares to the Designated Earnout Participants (in accordance with an allocation to be specified by the SPAC to the Company in writing prior to the fifth anniversary Closing) within twenty (20) Business Days following the date that the Earnout Milestone was achieved. (f) At all times during the Earnout Period, AB PubCo shall (i) keep available for issuance a sufficient number of the ClosingAB PubCo Common Shares to permit AB PubCo to satisfy in full the issuance of the Earnout Shares, and shall take all actions reasonably required (including by convening any shareholder meeting) to increase the authorized number of the AB PubCo Common Shares if at any time there are insufficient unissued AB PubCo Common Shares to permit such reservation, and (ii) use commercially reasonable efforts to cause AB PubCo Common Shares to remain tradable on the principal securities exchange or securities market on which the AB PubCo Common Shares are then traded. (g) If during the Earnout Period, a Company Sale is consummated which implies a bona fide third party transaction that results in PubCo Shares being converted into the right to receive cash or other consideration having a value per share value of the AB PubCo Common Shares that equals or exceeds Fifteen Dollars ($15.00) per share (as equitably adjusted for share stock splits, share stock dividends, reorganizations combinations, recapitalizations and recapitalisations, and in the case of any non-cash considerationlike after the Closing), as provided in the definitive transactions documents for such transaction, or if not so provided, determined by the board Post-Closing AB PubCo Board after including all of directors of PubCo the Earnout Shares in good faith) (i) equal to or in excess of any Earnout Condition that has not yet been satisfiedsuch determination, then the applicable Earnout Shares shall be issued to the relevant Shareholders effective as of immediately prior to the consummation of such transactionCompany Sale, or otherwise treated as so issued in connection therewith, so as to ensure that (i) the recipients of such Earnout Shares shall receive such Earnout Shares, and all proceeds thereofto the extent not yet earned, in connection with such transactionshall be deemed earned, and (ii) less than any AB PubCo will issue and deliver the Earnout Condition that has not yet been satisfiedShares to the Earnout Participants, then with each Earnout Participant receiving its portion of the contingent right Earnout Shares as contemplated by Section 1.16(a) and entitlement Section 1.16(b), as applicable. (h) For the avoidance of such Shareholders doubt, the Company Earnout Shares, if any, shall be subject to the applicable lock-up restrictions set forth in Company Lock-up and Support Agreement, and the Designated Earnout Shares Shares, if any, shall be forfeited subject to the applicable lock-up restrictions set forth in the A&R Sponsor Agreement. (i) Any issuance of the Company Earnout Shares, including without limitation in connection with a Company Sale pursuant to Section 1.16(g), shall be treated as compensation paid to the recipients thereof, and cease is not intended to existbe, and shall not be treated as, Amalgamation Consideration, all for applicable Tax purposes.

Earnout. (a) A Shareholder’s right to receive Earnout Shares pursuant to this Section 2.4, if any, is subject to During the closing price of PubCo Shares equaling or exceeding, for any 20 trading days during a 30 consecutive trading day period, six (i6) $12.00 per share month period following the Closing Date (the “First Earnout ConditionPeriod”), Seller shall be eligible to receive up to six (ii6) $14.00 per share additional monthly payments (the “Second Earnout Condition”) or (iii) $16.00 per share (the “Third Earnout Condition”; and each of the Firsteach, Second and Third Earnout Conditions an “Earnout ConditionPayment”), as applicable, ) in each case as equitably adjusted for share splits, share dividends, reorganizations and recapitalisationsan aggregate amount of up to One Million Dollars ($1,000,000) in accordance with this Section 2.04. (b) As additional consideration Within forty-eight (48) hours following the last day of each calendar month during the Earnout Period, Buyer will prepare and deliver to Seller a statement setting forth Buyer’s estimate of the aggregate amount of gross revenue received by the Company in respect of any Closing Receivable during such calendar month (each, a “Monthly Earnout Statement” and such aggregate amount of gross revenue received for each such month as set forth in the Monthly Earnout Statement, the “Monthly Collections”). Thereafter, upon forty-eight (48) hours’ prior written notice to Buyer, Buyer shall provide Seller and its advisors reasonable access to the books and records of the Company that are relevant to the preparation of such Monthly Earnout Statement during the normal business hours of the Company, solely for the transfer purpose of identifying the accuracy of Company’s calculation of the Monthly Collections and the Earnout Payments as set forth therein; provided that Seller and its advisors shall not have access to any such books or records if the provision thereof would, in the good faith judgment of ▇▇▇▇▇, (i) result in the loss of, or jeopardize, the attorney-client, attorney work product or any other similar legal privilege, (ii) result in a breach of the terms and conditions of any Contract to which Buyer or the Company Shares to PubCo is a party or otherwise bound, or (iii) violate applicable Law. Any such review by Seller and its advisors pursuant to this Section 2, as promptly as reasonably practicable (but in any event, within ten Business Days2.04(b) after the satisfaction of an Earnout Condition, PubCo shall issue and allot or cause to be issued and allotted to each applicable Shareholder the applicable Earnout Sharesat Seller’s sole expense. (c) In the event that If Seller has any objections to any Monthly Earnout Statement, Seller shall deliver to Buyer a written statement setting forth its objections thereto (an “Earnout Objections Statement”) with reasonable supporting detail as to any such disputed items. If an Earnout Condition Objections Statement is not satisfied prior delivered to Buyer within ten (10) days after delivery of the Monthly Earnout Statement to Seller, such Monthly Earnout Statement shall be final, binding and non-appealable on the Parties and all other Persons. If an Earnout Objections Statement is timely delivered, Seller and Buyer shall negotiate in good faith to resolve any such objections set forth therein, but if they do not reach a final resolution within ten (10) days after the delivery of such Earnout Objections Statement, Seller and Buyer shall submit such dispute to an independent regionally recognized public accounting firm agreed upon by Seller and Buyer in writing (who shall not have any material relationship with Seller or Buyer or any of their respective Affiliates) (the “Accounting Firm”), provided that if Seller and Buyer cannot agree upon the Accounting Firm promptly following the end of the ten (10) day period after the delivery of an Earnout Objections Statement, either one of them may request that the New York City office of the American Arbitration Association (the “AAA”) select the Accounting Firm (who shall not have any material relationship with Seller or Buyer or any of their respective Affiliates). The Accounting Firm shall make a determination of any matters submitted to it pursuant to the fifth anniversary terms hereof, and any such determination made by the Accounting Firm shall be final, conclusive and binding on all Parties and all other Persons. The Parties will cooperate with the Accounting Firm during the term of its engagement, including by providing or causing to be provided to the Accounting Firm such information or documentation as the Accounting Firm may reasonably request. If the Accounting Firm is engaged pursuant to the terms hereof, the Parties shall enter into a customary engagement letter with such Accounting Firm, and Seller, on the one hand, and Buyer, on the other hand, shall each agree to pay one-half of the Closingfees and expenses of such Accounting Firm (and, if applicable, the contingent right and entitlement of such Shareholders to the applicable Earnout Shares shall be forfeited and cease to existAAA). (d) Any issuance No later than ten (10) days following the final and conclusive determination of the Monthly Collections for any calendar month during the Earnout Shares Period, Buyer shall be treated as pay, or cause the Company to pay, to Seller by wire transfer of immediately available funds to an adjustment to the consideration paid at the Closing, except to the extent otherwise required account designated by Law, and Seller an Earnout Payment in an amount equal to one hundred precent (100%) of such Monthly Collections; provided, however, the aggregate par value amount of the all Earnout Shares so issued will be credited Payments payable by Buyer pursuant to the capital account of PubCothis Section 2.04 shall not exceed One Million Dollars ($1,000,000). (e) To After the extent thatClosing Date, prior Buyer shall cause the Company to maintain books and records for the fifth anniversary Company in a manner intended to enable Buyer to accurately determine the amount of the Closing, there is a bona fide third party transaction that results in PubCo Shares being converted into Monthly Collections and the right to receive cash or other consideration having a per share value (as adjusted for share splits, share dividends, reorganizations and recapitalisations, and in corresponding Earnout Payments during the case of any non-cash consideration, as provided in the definitive transactions documents for such transaction, or if not so provided, determined by the board of directors of PubCo in good faith) (i) equal to or in excess of any Earnout Condition that has not yet been satisfied, then the applicable Earnout Shares shall be issued to the relevant Shareholders effective as of immediately prior to the consummation of such transaction, or otherwise treated as so issued in connection therewith, so as to ensure that the recipients of such Earnout Shares shall receive such Earnout Shares, and all proceeds thereof, in connection with such transaction, and (ii) less than any Earnout Condition that has not yet been satisfied, then the contingent right and entitlement of such Shareholders to the applicable Earnout Shares shall be forfeited and cease to existPeriod.

Earnout. (a) A Shareholder’s right Following the Acquisition Closing, as additional consideration for the Company interests acquired in connection with the Acquisition Merger, within five (5) Business Days after the occurrence of a Triggering Event, the Surviving Corporation shall issue or cause to be issued to the Eligible Company Equityholders with respect to such Triggering Event the following shares of Surviving Corporation Common Stock (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Surviving Corporation Common Stock occurring after the Acquisition Closing) (the “Earnout Shares”) constituting the Per Share Earnout Consideration (which Earnout Shares, for the avoidance of doubt, shall be issued as shares of Surviving Corporation Common Stock to all Eligible Company Equityholders), upon the terms and subject to the conditions set forth in this Agreement and the Ancillary Agreements: (i) upon the occurrence of Triggering Event I, a one-time issuance of an aggregate of 2,500,000 Earnout Shares; (ii) upon the occurrence of Triggering Event II, a one-time issuance of an aggregate of 2,500,000 Earnout Shares; and (iii) upon the occurrence of Triggering Event III, a one-time issuance of an aggregate of 2,500,000 Earnout Shares. (b) For the avoidance of doubt, the Eligible Company Equityholders with respect to a Triggering Event shall be entitled to receive Earnout Shares upon the occurrence of each Triggering Event; provided, however, that each Triggering Event shall only occur once, if at all, and in no event shall the Eligible Company Equityholders collectively be entitled to receive more than an aggregate of 7,500,000 Earnout Shares pursuant to this Section 2.4, if any, is subject to the closing price of PubCo Shares equaling or exceeding, for any 20 trading days during a 30 consecutive trading day period, (i) $12.00 per share (the “First Earnout Condition”), (ii) $14.00 per share (the “Second Earnout Condition”) or (iii) $16.00 per share (the “Third Earnout Condition”; and each of the First, Second and Third Earnout Conditions an “Earnout Condition”), as applicable, in each case as equitably adjusted for share splits, share dividends, reorganizations and recapitalisations. (b) As additional consideration for the transfer of Company Shares to PubCo pursuant to this Section 2, as promptly as reasonably practicable (but in any event, within ten Business Days) after the satisfaction of an Earnout Condition, PubCo shall issue and allot or cause to be issued and allotted to each applicable Shareholder the applicable Earnout Shares3.03. (c) In If, during the event that an Earnout Condition Period, there is not satisfied a Change of Control (A) the Surviving Corporation shall issue 7,500,000 shares of Surviving Corporation Common Stock (less any Earnout Shares issued prior to the fifth anniversary such Change of the Closing, the contingent right and entitlement of such Shareholders Control pursuant to Section 3.03(a)) to the applicable Eligible Company Equityholders with respect to the Change of Control, and (B) thereafter, this Section 3.03 shall terminate and no further Earnout Shares shall be forfeited and cease to existissuable hereunder. (d) Any The Surviving Corporation Common Stock price targets set forth in the definitions of Triggering Event I, Triggering Event II and Triggering Event III and in Section 3.03(c) shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Surviving Corporation Common Stock occurring after the Acquisition Closing. (e) At all times during the Earnout Period, the Surviving Corporation shall keep available for issuance a sufficient number of shares of unissued Surviving Corporation Common Stock to permit the Surviving Corporation to satisfy in full its issuance obligations set forth in this Section 3.03 and shall take all actions reasonably required (including by convening any stockholder meeting) to increase the authorized number of Surviving Corporation Common Stock if at any time there shall be insufficient unissued Surviving Corporation Common Stock to permit such reservation. In no event will any right to receive Earnout Shares be represented by any negotiable certificates of any kind, and in no event will any holder of a contingent right to receive Earnout Shares take any steps that would render such rights readily marketable. (f) The Surviving Corporation shall take such actions as are reasonably requested by the Eligible Company Equityholders to evidence the issuances pursuant to this Section 3.03, including through the provision of an updated stock ledger showing such issuances (as certified by an officer of the Surviving Corporation responsible for maintaining such ledger or the applicable registrar or transfer agent of the Surviving Corporation). (g) During the Earnout Period, the Surviving Corporation shall use reasonable best efforts for the Surviving Corporation to remain listed as a public company on, and for the Surviving Corporation Common Stock (including, when issued, the Earnout Shares) to be tradable over the national securities exchange (as defined under Section 6 of the Exchange Act) on which the shares of Surviving Corporation Common Stock are then listed; provided, however, that subject to Section 3.03(c), the foregoing shall not limit the Surviving Corporation from consummating a Change of Control or entering into a Contract that contemplates a Change of Control. (h) Notwithstanding anything to the contrary contained herein, the Earnout Shares to be issued to the holders of Company Options and Company RSU Awards pursuant to Section 3.03(a) shall be issued at or as soon as practicable following the Acquisition Closing in the form of restricted Surviving Corporation Common Stock pursuant to the Omnibus Incentive Plan (the “Restricted Earnout Shares”). The number of Restricted Earnout Shares issued with respect to each Company Option and Company RSU Award held by an Eligible Company Equity Holder shall be equal to (i) (A) 7,500,000, divided by (B) the number of Adjusted Aggregate Fully Diluted Company Common Shares as of immediately prior to the Acquisition Merger Effective Time, multiplied by (ii) the aggregate number of shares of Company Common Stock underlying the applicable Company Option and Company RSU Award. Each Restricted Earnout Share shall be subject to forfeiture, and such forfeiture restrictions shall lapse with respect to a pro rata portion of the Restricted Earnout Shares held by each holder of Restricted Earnout Shares upon the occurrence of a Triggering Event (or on the date on which a Change of Control occurs as described in Section 3.03(c)), but only to the extent that such Restricted Earnout Share would have been issued upon the Triggering Event (or Change of Control) had it instead been issued pursuant to Section 3.03(a)-(c), and upon such lapse of forfeiture the Restricted Earnout Shares shall be treated as an adjustment issued pursuant to the consideration paid Section 3.03(a)-(c) (as applicable). Any Restricted Earnout Share that remains subject to forfeiture at the Closing, except to the extent otherwise required by Law, and an amount equal to the aggregate par value expiration of the Earnout Shares so issued will Period shall automatically and without further action be credited to the capital account of PubCo. (e) To the extent that, prior to the fifth anniversary of the Closing, there is a bona fide third party transaction that results in PubCo Shares being converted into the right to receive cash or other consideration having a per share value (as adjusted for share splits, share dividends, reorganizations and recapitalisationsforfeited, and the Eligible Company Equityholder shall have no further right, title or interest in the case of any non-cash consideration, as provided in the definitive transactions documents for such transaction, or if not so provided, determined by the board of directors of PubCo in good faith) (i) equal to or in excess of any Restricted Earnout Condition that has not yet been satisfied, then the applicable Share. The Restricted Earnout Shares shall be issued subject to adjustment in accordance with Section 3.03(a), and shall not be entitled to dividends paid with respect to the relevant Shareholders effective as of immediately prior Surviving Corporation Common Stock during the Earnout Period. Notwithstanding anything to the consummation contrary in this Section 3.03, in no event shall the number of such transaction, or otherwise treated as so issued in connection therewith, so as to ensure that the recipients of such Earnout Shares shall receive such issued pursuant to pursuant to Section 3.03(a)-(c), together with the number of Restricted Earnout Shares vesting in accordance with this Section 3.03(h), exceed 7,500,000 Earnout Shares, and all proceeds thereof, in connection with such transaction, and (ii) less than any Earnout Condition that has not yet been satisfied, then the contingent right and entitlement of such Shareholders to the applicable Earnout Shares shall be forfeited and cease to exist.

Earnout. (a) A Shareholder’s right The Shareholders will be entitled to receive Earnout Shares additional consideration from Purchaser as provided in Annex I (any such additional consideration, including any amount paid pursuant to this the second paragraph of Section 2.41 of Annex I, if any, is subject to the closing price of PubCo Shares equaling or exceeding, for any 20 trading days during a 30 consecutive trading day period, (i) $12.00 per share (the “First an "Earnout Condition”Amount"), (ii) $14.00 per share (the “Second Earnout Condition”) or (iii) $16.00 per share (the “Third Earnout Condition”; and each of the First, Second and Third Earnout Conditions an “Earnout Condition”), as applicable, in each case as equitably adjusted for share splits, share dividends, reorganizations and recapitalisations. (b) As additional consideration Payments for any particular Earnout Period will not be reduced or refundable as a result of the transfer Company's results of Company operations in any subsequent period. At Purchaser's option, but only to the extent set forth in Annex I, each Earnout Amount may be satisfied by the delivery to the Shareholder Representative of unregistered shares of Parent Common Stock having a Fair Market Value, determined as of the Final Earnout Amount Determination Date (the "Value Date"), equal to such portion of such Earnout Amount. The amount of each Earnout Amount that may be so satisfied, expressed as a percentage, is referred to herein as the "Share Percentage." Shares of Parent Common Stock issued in satisfaction of any portion of an Earnout Amount (including Post-Forecast Payment Shares (as defined below)) are referred to PubCo 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 (A) the sum of (1) the total number of Shares issued pursuant to this Section Agreement, (2) the number of shares of Parent Common Stock, if any, owned by the Shareholders as promptly as reasonably practicable of the Closing Date, (but 3) the shares of Parent Common Stock issued to the Shareholders pursuant to employment-related incentive grants, and (4) without duplication, the shares of Parent Common Stock, if any, issued pursuant to the Company's Special Bonus Plan (the "Special Bonus Plan") to exceed 19.9% of the number of shares of Parent Common Stock outstanding immediately prior to the Closing or (B) the voting power of the securities described in the preceding clauses (A)(1) through (4) to exceed 19.9% of the voting power of the voting securities of Parent outstanding immediately prior to the Closing. Any Earnout Amount or portion of the Initial Purchase Price that would otherwise be satisfied by the issuance of Shares in excess of such amount, and any event, within ten Business Days) after the satisfaction other portion of an Earnout Condition, PubCo shall issue and allot or cause to be issued and allotted to each applicable Shareholder Amount that is not satisfied through the applicable 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 the Shareholder Representative. Each Shareholder acknowledges and agrees that neither Purchaser nor any other Person (including Parent) makes any guarantee or representation to the Shareholder Representative or any other Shareholder that any Earnout Amount will be realized. (c) In If R. B▇▇▇▇ ▇▇▇▇▇▇'▇ employment with the event that an Earnout Condition Company is terminated (x) by M▇. ▇▇▇▇▇▇ pursuant to Section 7(d) of the CEO Employment Contract, (y) by the Company pursuant to Section 4.8(c)(vi)(A) at a time when Parent is obligated to cause the Company not satisfied prior to take any of the actions described in Section 4.8(c)(vi), or (z) by the Company other than as permitted by the CEO Employment Contract, Purchaser will make a payment to the fifth anniversary Shareholders equal to the aggregate amount that would be earned pursuant to this Section 1.5, assuming achievement of the Closingconsolidated EBIT forecast attached hereto as Annex B (the "EBIT Forecast") and relevant Net Revenue targets, for all Earnout Periods that are not already complete (the contingent right "Forecast Payment") (it being understood that (A) the Forecast Payment will offset any amounts payable thereafter to the Shareholders under Section 1.5 of this Agreement on a dollar-for-dollar basis but will not otherwise reduce or eliminate any rights of the Shareholders to receive any amounts payable to the Shareholders under Section 1.5 and entitlement (B) amounts earned with respect to Earnout Periods that are complete at the time of such termination will continue to be determined and paid in accordance with Section 1.5). The Forecast Payment will be satisfied entirely in cash. If the Forecast Payment is made, (i) at Purchaser's option, up to 100% of any amount to which the Shareholders thereafter become entitled pursuant to this Section 1.5 may be satisfied by the delivery to the Shareholder Representative of unregistered shares of Parent Common Stock having a Fair Market Value, determined as of the applicable Final Earnout Shares shall Amount Determination Date(s), equal to the portion of such amount to be forfeited so satisfied until the Share Percentage of the aggregate Earnout Amounts (including the Forecast Payment) have been satisfied by delivery of shares of Parent Common Stock and cease (ii) thereafter, at Purchaser's option, up to existthe Share Percentage of any remaining portion of such amount may be satisfied by the delivery to the Shareholder Representative of unregistered shares of Parent Common Stock having a Fair Market Value, determined as of the applicable Final Earnout Amount Determination Date(s), equal to the portion of such amount to be so satisfied (any shares received pursuant to (i) or (ii), "Post-Forecast Shares"). (d) Any issuance of Earnout Shares shall be treated as an adjustment Purchaser will at its expense deliver to the consideration paid at Shareholder Representative within 90 days after the Closingend of calendar year 2005, except calendar year 2006 and calendar year 2007 (each, an "Earnout Period") its calculation of Net Revenues, EBIT for such period (each, an "Initial EBIT Amount") and the Earnout Amount, if any, payable under Section 1.5. Purchaser will provide the Shareholder Representative and the Shareholders' independent auditors with reasonable access to all books and records and working papers to the extent otherwise required reasonably necessary to enable the Shareholder Representative and such accounting firm to verify such calculations after the delivery thereof. Such calculations will be binding on the Parties, absent fraud or manifest error, unless the Shareholder Representative, within 30 days after the delivery of the calculations by LawPurchaser to the Shareholder Representative, notifies Purchaser in writing that it objects to any item or computation in connection with the calculations of Net Revenue, the Initial EBIT Amount or the Earnout Amount and specify in reasonable detail the basis for such objection. If Purchaser and the Shareholder Representative are unable to agree upon the calculations within 20 days after any notice of objection has been given by the Shareholder Representative to Purchaser, then at the election of either the Shareholder Representative or Purchaser, the dispute will be submitted to the Settlement Auditor for a final determination, which determination will be final and binding upon the Parties, absent fraud or manifest error. Purchaser and the Shareholder Representative will each bear one-half of the fees, costs and expenses of the Settlement Auditor in the event such an election is made, and an the Shareholders will severally (and not jointly) be responsible to pay their respective portions of the Shareholder Representative's portion of such fees, costs and expenses. For purposes of this Agreement, with respect to any Earnout Period, (i) the "Final EBIT Amount" for such period means the Initial EBIT Amount for such period, or such other amount equal as is agreed to by the Shareholder Representative and Purchaser following a timely notice of objection as contemplated under this Section 1.5(d), or such other amount as is determined by the Settlement Auditor, and (ii) the "Final Earnout Amount Determination Date" for such period means: (x) the date that is 31 days after the delivery of Purchaser's calculation of the Initial EBIT Amount for such period to the aggregate par value Shareholder Representative, (y) such earlier date on which the Shareholder Representative delivers an irrevocable notice to Purchaser in writing that it agrees with Purchaser's calculation of such Initial EBIT Amount, or (z) if the Earnout Shares so issued will be credited Shareholder Representative timely objects to such Initial EBIT Amount, such date on which the capital account of PubCoFinal EBIT Amount in respect thereof is otherwise determined pursuant to this Section 1.5. (e) To In the extent event of a merger, consolidation, recapitalization or other transaction to which Parent is a party (a "Conversion Transaction") as a result of which outstanding shares of Parent Common Stock are converted into the right to receive, in whole or in part, equity securities, if such equity securities are traded on the New York Stock Exchange, the American Stock Exchange, The Nasdaq Stock Market or another securities exchange or interdealer quotation system reasonably acceptable to the Shareholder Representative and are registered or eligible for resale pursuant to Rule 144 on substantially the same terms as the Shares ("Listed Equity Securities"), (i) any issued Shares will be eligible to participate in any Conversion Transaction on the same basis as other outstanding shares of Parent Common Stock and (ii) any portion of any Earnout Amount payable thereafter that would otherwise be permitted to be satisfied through the issuance of Parent Common Stock will thereafter be permitted to be satisfied through the issuance of such Listed Equity Securities, valued at their aggregate Fair Market Value as of the applicable Value Date. In the event that, prior to the fifth anniversary in any Conversion Transaction, outstanding shares of the Closing, there is a bona fide third party transaction that results in PubCo Shares being Parent Common Stock are converted into the right to receive cash equity securities that are not Listed Equity Securities (or are converted into the right to receive a combination of such equity securities and cash), then, until such equity securities constitute Listed Equity Securities, any Earnout Amount that thereafter becomes due will be required to be satisfied entirely in cash. In the event of a merger, consolidation, recapitalization or other consideration having transaction (other than a per share value (repurchase by Parent or an Affiliate of Parent) as adjusted for share splitsa result of which outstanding shares of Parent Common Stock are converted into the right to receive only cash, share dividends, reorganizations and recapitalisations, and any Earnout Amount that thereafter becomes due will be required to be satisfied entirely in the case of any non-cash consideration, as provided in the definitive transactions documents for such transaction, or if not so cash; provided, determined by however, that if the board surviving or transferee entity in such transaction (or an Affiliate thereof) has a class of directors Listed Equity Securities, any portion of PubCo in good faith) (i) equal an Earnout Amount that would otherwise be permitted to or in excess be satisfied through the issuance of any Earnout Condition that has not yet been satisfiedParent Common Stock will thereafter be permitted to be satisfied through the issuance of such Listed Equity Securities, then valued at their aggregate Fair Market Value as of the applicable Earnout Shares shall be issued to the relevant Shareholders effective as of immediately prior to the consummation of such transaction, or otherwise treated as so issued in connection therewith, so as to ensure that the recipients of such Earnout Shares shall receive such Earnout Shares, and all proceeds thereof, in connection with such transaction, and (ii) less than any Earnout Condition that has not yet been satisfied, then the contingent right and entitlement of such Shareholders to the applicable Earnout Shares shall be forfeited and cease to existValue Date.

Earnout. (a) A Shareholder’s right Upon the occurrence of the First Earnout Triggering Event, (i) ACT shall issue to receive the Earnout Participants, the First ACT Earnout Tranche, allocated among the Earnout Participants in the amount and class of Post-Closing ACT Shares in accordance with Schedule III and (ii) the Company shall issue to the Earnout Participants, the First Company Earnout Tranche, allocated among the Earnout Participants in accordance with Schedule III. (b) Upon the occurrence of the Second Earnout Triggering Event, (i) ACT shall issue to the Earnout Participants, the Second ACT Earnout Tranche, allocated among the Earnout Participants in the amount and class of Post-Closing ACT Shares in accordance with Schedule III and (ii) the Company shall issue to the Earnout Participants, the Second Company Earnout Tranche, allocated among the Earnout Participants in accordance with Schedule III. (c) All Post-Closing ACT Shares issued pursuant to this Section 2.7 (i) will be duly authorized, validly issued, fully paid and nonassessable, (ii) will have been issued in compliance with applicable Law, including Securities Laws, in each case, under this clause (ii), in all material respects and (iii) will not have been issued in breach or violation of any preemptive rights or Contract to which ACT is a party or bound, in each case, under this clause (iii), in any material respect. All Post-Closing Company Units (A) will be duly authorized and validly issued, (B) will have been issued in compliance with applicable Law, including Securities Laws, in each case, under this clause (B), in all material respects and (C) will not have been issued in breach or violation of any preemptive rights or Contract to which the Company is a party or bound, in each case, under this clause (C), in any material respect. (d) If, prior to the issuance of any Post-Closing ACT Shares pursuant to this Section 2.42.7, if anythe issued and outstanding Post-Closing ACT Shares shall have been changed into a different number of shares or a different class, is subject by reason of any stock dividend, change to capitalization, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, then the closing price number of PubCo Post-Closing Act Shares equaling or exceeding, for any 20 trading days during a 30 consecutive trading day period, (i) $12.00 per share (the “First Earnout Condition”), (ii) $14.00 per share (the “Second Earnout Condition”) or (iii) $16.00 per share (the “Third Earnout Condition”; and each of the First, Second and Third Earnout Conditions an “Earnout Condition”), as applicable, in each case as equitably adjusted for share splits, share dividends, reorganizations and recapitalisations. (b) As additional consideration for the transfer of Company Shares to PubCo issuable pursuant to this Section 2, as promptly as reasonably practicable (but in any event, within ten Business Days) after the satisfaction of an Earnout Condition, PubCo shall issue and allot or cause 2.7 will be equitably adjusted to be issued and allotted to each applicable Shareholder the applicable Earnout Shares. (c) In the event that an Earnout Condition is not satisfied prior provide to the fifth anniversary of Earnout Participants the Closing, the contingent right and entitlement of such Shareholders to the applicable Earnout Shares shall be forfeited and cease to exist. (d) Any issuance of Earnout Shares shall be treated same economic effect as an adjustment to the consideration paid at the Closing, except to the extent otherwise required contemplated by Law, and an amount equal to the aggregate par value of the Earnout Shares so issued will be credited to the capital account of PubCo. (e) To the extent thatthis Agreement. If, prior to the fifth anniversary of the Closing, there is a bona fide third party transaction that results in PubCo Shares being converted into the right to receive cash or other consideration having a per share value (as adjusted for share splits, share dividends, reorganizations and recapitalisations, and in the case issuance of any nonPost-cash considerationClosing Company Units pursuant to this Section 2.7, as provided in the definitive transactions documents for such transactionissued and outstanding Post-Closing Company Units shall have been changed into a different number of shares or a different class, by reason of any unit distribution, change to capitalization, subdivision, reclassification, recapitalization, split, combination or exchange of units, or if not so provided, determined by the board of directors of PubCo in good faith) (i) equal to or in excess of any Earnout Condition that has not yet been satisfiedsimilar event shall have occurred, then the applicable Earnout Shares shall number of Post-Closing Company Units issuable pursuant to this Section 2.7 will be issued equitably adjusted to provide to the relevant Shareholders effective Earnout Participants the same economic effect as of immediately prior to the consummation of such transaction, or otherwise treated as so issued in connection therewith, so as to ensure that the recipients of such Earnout Shares shall receive such Earnout Shares, and all proceeds thereof, in connection with such transaction, and (ii) less than any Earnout Condition that has not yet been satisfied, then the contingent right and entitlement of such Shareholders to the applicable Earnout Shares shall be forfeited and cease to existcontemplated by this Agreement.

Earnout. 2.4.1 As promptly as practicable, and in any event within ninety (a90) A Shareholderdays following each of the fiscal years ended December 31, 2013, 2014 and 2015, Buyer will deliver to the Members a written notice setting forth in reasonable detail Buyer’s right calculation of Actual EBITDA, in the case of the fiscal years ended December 31, 2013 and 2014, and Actual EBITDA and Actual Cumulative EBITDA, in the case of the fiscal year ended December 31, 2015 (each, an “EBITDA Notice”). Upon receipt of an EBITDA Notice, the Members and their Representatives shall be given reasonable access to receive all of the books and records of the Company relating to such notice. 2.4.2 The Members shall have thirty (30) Business Days following receipt of an EBITDA Notice to review it and to notify Buyer in writing if the Members dispute any item or amount set forth on such EBITDA Notice, specifying the reasons therefor in reasonable detail together with the Members’ calculation of such item or amount (each, an “Earnout Shares Dispute Notice” and each item or amount on the Earnout Dispute Notice, an “Earnout Disputed Item”). Other than the Earnout Disputed Items, the Members shall be deemed to have accepted all items and amounts contained in such EBITDA Notice. 2.4.3 In the event that the Members shall deliver an Earnout Dispute Notice to Buyer, Buyer and the Members shall attempt to resolve any Earnout Disputed Item as promptly as practicable and, upon such resolution, if any, any adjustments to the EBITDA Notice shall be made in accordance with the agreement of Buyer and the Members. If, for any reason, Buyer and the Members are unable to resolve any Earnout Disputed Item within fifteen (15) Business Days of the Members’ delivery of such Earnout Dispute Notice, such dispute shall be resolved by the Independent Accountant Arbitrator; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Buyer and the Members shall within fifteen (15) Business Days after the end of such fifteen (15)-Business Day period agree on an alternate independent accounting firm, or in default thereof such selection shall be made by AAA, which accounting firm shall be the “Independent Accountant Arbitrator” hereunder, and such determination shall be final and binding on, and shall not be subject to appeal by, Buyer or the Members, and may be entered and enforced as provided in Section 12.3. If there is a referral to the Independent Accountant Arbitrator, each of Buyer and the Members agree, if requested by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and submit to the Independent Accountant Arbitrator not later than ten (10) Business Days after its appointment, a written statement summarizing such Party’s position on the Earnout Disputed Items, together with such supporting documentation as such Party deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Buyer and the Members, and not by independent review, only the Earnout Disputed Items that have not been settled by negotiation, and its determination with respect to each Earnout Disputed Item shall be an amount within the range established with respect to such Earnout Disputed Item by Buyer’s calculation delivered pursuant to Section 2.4.1, on the one hand, and the Members’ calculation delivered pursuant to Section 2.4.2, on the other hand. The Independent Accountant Arbitrator shall be instructed to use reasonable best efforts to deliver to Buyer and the Members a written report setting forth the resolution of each Disputed Item within thirty (30) days of submission of the materials submitted by Buyer and the Members to it and, in any case, as promptly as practicable after such submission. Any expenses relating to the engagement of the Independent Accountant Arbitrator in respect of its services pursuant to this Section 2.42.4.3 shall be borne by Buyer and the Members in relative proportion to the amount by which the calculation of the Earnout Disputed Items by each of them differs from that of the Independent Accountant Arbitrator, such calculation to be made by the Independent Accountant Arbitrator. A “Final EBITDA Notice” shall be (a) if no Earnout Dispute Notice has been timely delivered by the Members, the EBITDA Notice, as originally submitted by Buyer, or (b) if an Earnout Dispute Notice has been timely delivered by the Members, the EBITDA Notice, as adjusted to take into account (i) the items and amounts accepted or deemed to have been accepted by the Members, (ii) Earnout Disputed Items settled by negotiation and (iii) Earnout Disputed Items determined by the Independent Accountant Arbitrator. 2.4.4 If Actual EBITDA calculated based on a Final EBITDA Notice for any of the fiscal years ended December 31, 2013, 2014 and 2015 equals or exceeds eighty-five percent (85%) of Projected EBITDA for any such fiscal year, Buyer shall pay the Members for such fiscal year one-third (1/3) of Actual EBITDA for such fiscal year (each, a “Yearly EBITDA Payment”), by wire transfer of immediately available funds, without deduction, set-off, counterclaim or withholding (except as otherwise permitted pursuant to Sections 2.5 and 10.10), within five (5) Business Days after the determination of the Final EBITDA Notice to the account or accounts designated by the Members in writing no later than three (3) Business Days after the determination of the Final EBITDA Notice. For the avoidance of doubt, if anyActual EBITDA calculated based on a Final EBITDA Notice for any of the fiscal years ended December 31, 2013, 2014 and 2015 is subject less than eighty-five (85%) of Projected EBITDA for any such fiscal year, Buyer shall make no Yearly EBITDA Payment for such fiscal year. 2.4.5 If Actual Cumulative EBITDA calculated based on a Final EBITDA Notice equals or exceeds one hundred percent (100%) of Projected Cumulative EBITDA, Buyer shall pay the Members, if positive, Fifteen Million Dollars ($15,000,000) less the aggregate amount of any Yearly EBITDA Payments paid or payable (the “Cumulative EBITDA Payment”), by wire transfer of immediately available funds, without deduction, set-off, counterclaim or withholding (except as otherwise permitted pursuant to Sections 2.5 and 10.10), within five (5) Business Days after the determination of the Final EBITDA Notice for the fiscal year ended December 31, 2015 to the closing price account or accounts designated by the Members in writing no later than three (3) Business Days after the determination of PubCo Shares equaling the Final EBITDA Notice for the fiscal year ended December 31, 2015. If Actual Cumulative EBITDA calculated based on a Final EBITDA Notice equals or exceedingexceeds one hundred-fifteen percent (115%) of Projected Cumulative EBITDA, Buyer shall pay the Members fifty percent (50%) of the difference between Actual Cumulative EBITDA and Projected Cumulative EBITDA (the “Premium Performance Payment,” together with the Yearly EBITDA Payments and the Cumulative EBITDA Payment, each an “Earnout Amount”), by wire transfer of immediately available funds, without deduction, set-off, counterclaim or withholding (except as otherwise permitted pursuant to Sections 2.5 and 10.10), within five (5) Business Days after the determination of the Final EBITDA Notice for the fiscal year ended December 31, 2015 to the account or accounts designated by the Members in writing no later than three (3) Business Days after the determination of the Final EBITDA Notice for the fiscal year ended December 31, 2015. For the avoidance of doubt, if Actual Cumulative EBITDA calculated based on a Final EBITDA Notice is less than one hundred percent (100%) of Projected Cumulative EBITDA, Buyer shall make no Cumulative EBITDA Payment or Premium Performance Payment. 2.4.6 For so long as any 20 trading days during a 30 consecutive trading day periodEarnout Amount may be payable, (i) $12.00 per share (the “First Earnout Condition”), (ii) $14.00 per share (the “Second Earnout Condition”) or (iii) $16.00 per share (the “Third Earnout Condition”; and each of the First, Second and Third Earnout Conditions an “Earnout Condition”), as applicable, in each case as equitably adjusted for share splits, share dividends, reorganizations and recapitalisations. (b) As additional consideration for the transfer of Company Shares to PubCo pursuant to this Section 2, as promptly as reasonably practicable (but in any event, within ten Business Days) after the satisfaction of an Earnout Condition, PubCo Buyer shall issue and allot or cause to be issued and allotted to each applicable Shareholder the applicable Earnout Shares. (c) In the event that an Earnout Condition is not satisfied prior to the fifth anniversary of the Closing, the contingent right and entitlement of such Shareholders to the applicable Earnout Shares shall be forfeited and cease to exist. (d) Any issuance of Earnout Shares shall be treated as an adjustment to the consideration paid at the Closing, except to the extent otherwise required by Lawtake, and an amount equal shall cause the Company to the aggregate par value of the Earnout Shares so issued will be credited to the capital account of PubCo. (e) To the extent thattake, prior to the fifth anniversary of the Closing, there is a bona fide third party transaction that results in PubCo Shares being converted into the right to receive cash or other consideration having a per share value (as adjusted for share splits, share dividends, reorganizations and recapitalisations, and in the case of any non-cash consideration, as provided in the definitive transactions documents for such transaction, or if not so provided, determined by the board of directors of PubCo in good faith) (i) equal to or in excess of any Earnout Condition that has not yet been satisfied, then the applicable Earnout Shares shall be issued to the relevant Shareholders effective as of immediately prior to the consummation of such transaction, or otherwise treated as so issued in connection therewith, so as all appropriate measures to ensure that the recipients of such Company generates financial statements sufficient to allow the Earnout Shares shall receive such Earnout Shares, Amounts to be calculated and all proceeds thereof, reviewed in connection accordance with such transaction, this Agreement and (ii) less than Buyer shall not intentionally take, and shall cause the Company not to intentionally take, any action the primary purpose of which is to frustrate the ability of the Company to meet or exceed Projected EBITDA. 2.4.7 The Members hereby agree that any Earnout Condition that has not yet been satisfied, then the contingent right and entitlement of such Shareholders Amounts paid to the applicable Earnout Shares Members shall be forfeited and cease to existdistributed in accordance with each Member’s Allocable Share.

Earnout. (a) A Shareholder’s right to receive Earnout Shares pursuant to this Section 2.4, if any, is subject Subject to the closing price terms and conditions of PubCo Shares equaling or exceedingthis SECTION 3.5, for the Purchase Price shall be increased by an amount equal to ten times the Incremental 2007 Adjusted EBITDA but in no event shall the aggregate Purchase Price (including any 20 trading days during a 30 consecutive trading day period, (iearnout payment payment) exceed $12.00 per share (the “First Earnout Condition”), (ii) $14.00 per share (the “Second Earnout Condition”) or (iii) $16.00 per share (the “Third Earnout Condition”; and each of the First, Second and Third Earnout Conditions an “Earnout Condition”), as applicable, in each case as equitably adjusted for share splits, share dividends, reorganizations and recapitalisations24,500,000. (b) As additional consideration for the transfer of Company Shares to PubCo pursuant to this Section 2No later than April 30, as promptly as reasonably practicable (but in any event, within ten Business Days) after the satisfaction of an Earnout Condition, PubCo 2008 Buyer shall issue and allot prepare or cause to be issued and allotted to each applicable Shareholder prepared a consolidated statement of income of the applicable Earnout SharesCompany for the year ended December 31, 2007 together with a calculation of Incremental 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 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 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 held and disbursed in accordance with the terms and conditions of the Escrow Agreement. (ii) Any portion of a cash payment to be made as a result of the 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 payment is made. (iii) In the event that an Earnout Condition is not satisfied prior such cash payment to be made by Buyer to the fifth anniversary Escrow Agent is less than $2,000,000, then any shortfall of such $2,000,000 shall be contributed within five (5) Business Days of the Closing, the contingent right and entitlement final determination of such Shareholders Incremental 2007 Adjusted EBITDA by wire transfer of immediately available funds to the applicable Earnout Shares shall be forfeited and cease to exist. Escrow Agent from (dx) Any issuance of Earnout Shares shall be treated as an adjustment to the consideration paid at the ClosingEscrow Amount, except to the extent otherwise required by Lawif, 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 amount equal to the aggregate par value of the Earnout Shares so issued will be credited to the capital account of PubCo$2,000,000. (e) To the extent thatNo later than April 30, prior 2009 Buyer shall prepare or cause to the fifth anniversary be prepared a consolidated statement of income of the ClosingCompany for the year ended December 31, there is 2008 together with a bona fide third party transaction 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 disagreements 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, the parties agree that results each of them will attempt in PubCo Shares being converted into 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 receive cash or other consideration having a per share value (as adjusted for share splitssubmit the determination to the Independent Auditor, share dividends, reorganizations and recapitalisations, and in whose decision shall be binding on the case parties. The cost of any non-cash consideration, as provided in the definitive transactions documents for such transaction, or if not so provided, determined Independent Auditor shall be paid by the board party whose estimate of directors the disputed amount differs most greatly from the determination of PubCo the Independent Auditor. (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 good faithsuch instruction letter. (h) (i) equal to or 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 any Earnout Condition that has $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 yet been satisfiedmet, then Buyer and Sellers shall, within five (5) Business Days of the applicable Earnout Shares shall be issued final determination of 2008 Contract Staffing Gross Profit Calculation, deliver a joint written instruction letter to the relevant Shareholders effective as Escrow Agent instructing the Escrow Agent to disburse the Other Escrow Amount ($2,000,000) to Buyer by wire transfer of immediately prior available funds to an account designated by Buyer in such instruction letter. If after adding in any such additional revenue the $4,900,000 benchmark is 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 consummation of such transaction, or otherwise treated as so issued in connection therewith, so as Escrow Agent instructing the Escrow Agent to ensure that disburse the recipients of such Earnout Shares shall receive such Earnout Shares, and all proceeds thereof, in connection with such transaction, and Other Escrow Amount (ii$2,000,000) less than any Earnout Condition that has not yet been satisfied, then the contingent right and entitlement of such Shareholders to the applicable Earnout Shares shall be forfeited and cease Sellers by wire transfer of immediately available funds to existan account designated by Sellers in such instruction letter.

Earnout. (a) A Shareholder’s right Sellers shall be eligible to receive Earnout Shares pursuant to this Section 2.4, if any, is subject to the closing price deferred consideration in an aggregate amount of PubCo Shares equaling or exceeding, for any 20 trading days during a 30 consecutive trading day period, (i) $12.00 per share 18,000,000.00 (the “First Earnout Condition”), (ii) $14.00 per share (the “Second Earnout Condition”) or (iii) $16.00 per share (the “Third Earnout Condition”; and each of the First, Second and Third Earnout Conditions an “Earnout ConditionAmount”), as applicabledetermined in accordance with this Section 2.5. If the TTM Materials Spread at the end of any calendar quarter during the Earnout Period (beginning with the first full calendar quarter ending after the Closing Date) is equal to or greater than $47,533,284.00 (the “Materials Spread Target”), then Purchaser shall pay to Sellers the Earnout Amount in each case accordance with Section 2.5(c). The Acquired Companies shall be required to achieve the Materials Spread Target only once during the Earnout Period, and the Earnout Amount shall be deemed fully earned as equitably adjusted for share splitsof the date such Materials Spread Target is first achieved. If the Acquired Companies fail to achieve the Materials Spread Target prior to the end of the Earnout Period, share dividendsthen the Earnout Amount will not have been earned and will not be owed or payable (and will be forfeited). For the avoidance of doubt, reorganizations if the Earnout Amount is not earned, neither Purchaser nor any of its Affiliates shall have any further obligation with respect to the Earnout Amount. The calculation of Materials Spread and recapitalisations.TTM Materials Spread shall be determined in accordance with Annex D. (b) As additional consideration Within 45 days after the end of any full calendar quarter during the Earnout Period that Purchaser believes the Materials Spread Target has been achieved, Purchaser shall provide the Sellers Representative with a written statement (the “Earnout Statement”) setting forth in reasonable detail its good faith calculation of the TTM Materials Spread, calculated in accordance with Annex D. ▇▇▇▇▇▇▇ shall have the right to review the Earnout Statement and shall notify Purchaser in writing within 30 days after receiving the Earnout Statement, which notice shall set forth in reasonable detail the basis for any objection and shall provide supporting information and calculations with respect thereto. The Parties shall cooperate in good faith to reach agreement on the transfer disputed items or amounts, if any. Any items in the Earnout Statement not disputed by S▇▇▇▇▇▇ in writing within 30 days after receipt of Company Shares the Earnout Statement will be deemed agreed to PubCo by the Parties. If no timely written objection by the Sellers Representative has been given, the Earnout Statement, as prepared by Purchaser, and as adjusted pursuant to any agreement between the Parties, will be conclusive, final and binding on the Parties (the “Final Earnout Statement”). If the Parties are unable to reach an agreement regarding the Earnout Statement and any resulting Earnout Amount, then Sellers will retain the right to dispute the Earnout Statement and any resulting Earnout Amount in the same manner as set forth in and otherwise in accordance with the dispute resolution provisions of Section 2.4(d) and Section 2.4(e) as if such provisions were incorporated into and set out in this Section 22.5(b). For the avoidance of doubt, as promptly as reasonably practicable (but any disputes arising under this Section 2.5(b) shall be resolved exclusively in any event, within ten Business Daysaccordance with Section 2.4(d) after the satisfaction of an Earnout Condition, PubCo shall issue and allot or cause to be issued and allotted to each applicable Shareholder the applicable Earnout SharesSection 2.4(e). (c) In Within 60 days after the event determination of any Final Earnout Statement in accordance with Section 2.5(b) that an Earnout Condition is not satisfied prior to the fifth anniversary of the Closing, the contingent right and entitlement of such Shareholders to the applicable Earnout Shares shall be forfeited and cease to exist. (d) Any issuance of Earnout Shares shall be treated as an adjustment to the consideration paid at the Closing, except to the extent otherwise required by Law, and an amount equal to the aggregate par value of reveals that the Earnout Shares so issued will Amount is to be credited paid, Purchaser shall pay to Sellers the capital account of PubCo. (e) To Earnout Amount in cash in accordance with the extent that, prior to the fifth anniversary of the Closing, there is a bona fide third party transaction that results in PubCo Shares being converted into the right to receive cash or other consideration having a per share value (as adjusted for share splits, share dividends, reorganizations and recapitalisations, and in the case of any non-cash consideration, as provided in the definitive transactions documents for such transaction, or if not so Sellers Allocation; provided, determined that Purchaser may elect to satisfy the Earnout Equity Portion by the board of directors of PubCo issuing Earnout Securities in good faith) (i) equal to or in excess of any Earnout Condition that has not yet been satisfied, then the applicable Earnout Shares shall be issued to the relevant Shareholders effective as of immediately prior to the consummation of such transaction, or otherwise treated as so issued in connection therewith, so as to ensure that the recipients of such Earnout Shares shall receive such Earnout Shares, and all proceeds thereof, in connection accordance with such transaction, and (ii) less than any Earnout Condition that has not yet been satisfied, then the contingent right and entitlement of such Shareholders to the applicable Earnout Shares shall be forfeited and cease to existSection 2.5(d).

Earnout. (a) Following the Closing, and as additional consideration for the Merger, (x) within ten (10) Business Days after the occurrence of a Milestone Event, if such Milestone Event occurs following the Closing, or (y) at the Closing, if such Milestone Event occurs prior to the Closing, SPAC shall issue to each Company Stockholder the following amount of shares of the SPAC Class A Shareholder’s right Common Stock (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to receive the SPAC Class A Common Stock occurring on or after the Closing) (the “Earnout Shares Consideration”), with respect to each share of Company Capital Stock, that is issued and outstanding immediately prior to the Effective Time (including shares issued upon the exercise of Company Warrants and conversion of Company Notes) and held by such Company Stockholder immediately prior to the Effective Time (other than any shares of Company Capital Stock held by Company Stockholders who have perfected and not withdrawn a demand for appraisal rights pursuant to this Section 2.4the applicable provisions of the DGCL), if any, is on the terms and subject to the closing price of PubCo Shares equaling or exceeding, for any 20 trading days during a 30 consecutive trading day period, conditions set forth in this Agreement: (i) $12.00 per share (Upon the “First occurrence of the Level 1 Milestone, the Per Share Level 1 Earnout Condition”), Consideration; (ii) $14.00 per share (Upon the “Second occurrence of the Level 2 Milestone, the Per Share Level 2 Earnout Condition”) or Consideration; (iii) $16.00 per share (Upon the “Third Earnout Condition”; and each occurrence of the FirstLevel 3 Milestone, Second and Third the Per Share Le▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇; and (iv) Upon the occurrence of the Level 4 Milestone, the Per Share Level 4 Earnout Conditions an “Earnout Condition”), as applicable, in each case as equitably adjusted for share splits, share dividends, reorganizations and recapitalisationsConsideration. (b) As additional consideration for For the transfer avoidance of doubt, the Company Stockholders shall be entitled to receive Earnout Consideration upon the occurrence of each Milestone Event; provided, however, that (i) each Milestone Event shall only occur once, if at all, (ii) multiple Milestone Events may occur at the same time and (iii) notwithstanding anything herein to the contrary, in no event shall the Company Stockholders in the aggregate be entitled to receive an aggregate number of shares of Earnout Consideration in excess of the product of (A) 8,000,000 multiplied by (B) the Earnout Shares to PubCo pursuant to this Section 2, as promptly as reasonably practicable (but in any event, within ten Business Days) after the satisfaction of an Earnout Condition, PubCo shall issue and allot or cause to be issued and allotted to each applicable Shareholder the applicable Earnout SharesAllocation Ratio. (c) In the event that an Earnout Condition is not satisfied prior to the fifth anniversary of the ClosingIf, the contingent right and entitlement of such Shareholders to the applicable Earnout Shares shall be forfeited and cease to exist. (d) Any issuance of Earnout Shares shall be treated as an adjustment to the consideration paid at the Closing, except to the extent otherwise required by Law, and an amount equal to the aggregate par value of during the Earnout Shares so issued will be credited to the capital account of PubCo. (e) To the extent that, prior to the fifth anniversary of the ClosingPeriod, there is a bona fide third party transaction that results in PubCo Shares being converted into the right to receive cash or other consideration having a per share value (as adjusted for share splits, share dividends, reorganizations and recapitalisations, and in the case Change of any non-cash consideration, as provided in the definitive transactions documents for such transaction, or if not so provided, determined by the board of directors of PubCo in good faith) (i) equal to or in excess of any Earnout Condition that has not yet been satisfiedControl, then the applicable Earnout Shares shall be issued to the relevant Shareholders effective as of immediately prior to the consummation of such transactionChange of Control: (a) any Milestone Event that has not previously occurred shall be deemed to have occurred; and (b) SPAC shall issue the applicable Earnout Consideration to the Company Stockholders (in accordance with the Allocation Schedule), or otherwise treated as so issued in connection therewith, so as to ensure that and the recipients of such issued Earnout Shares Consideration shall receive be eligible to participate in such Change of Control with respect to such Earnout SharesConsideration. (d) The right of the Company Stockholders to receive the Earnout Consideration pursuant to this Section 2.08 are personal in nature and, and all proceeds thereofexcept with the written consent of SPAC, in connection with such transactionfollowing the Closing, and (ii) less than any Earnout Condition that has not yet been satisfiedor the Company, then the contingent right and entitlement of such Shareholders prior to the applicable Earnout Shares Closing, are non-transferable and non-assignable, except that each Company Stockholder shall be forfeited and cease entitled to existassign such rights by will or, by the laws of intestacy. (e) The right of the Company Stockholders to receive the Earnout Consideration pursuant to this Section 2.08 shall not entitle the holder thereof to any voting or dividend rights otherwise granted to holders of SPAC Common Stock (if any). For the avoidance of doubt SPAC shall not be required to issue shares of SPAC Common Stock to the extent not permitted to do so by applicable Law, including by way of an exemption from registration under applicable securities laws.

Earnout. (a) A Shareholder’s right At the Closing, and as additional consideration for the Merger and the other Transactions, Acquiror shall issue or cause to receive Earnout Shares pursuant to this Section 2.4be issued in the name of each holder of Company Common Stock its, if any, is subject his or her pro rata share of a number of shares of Acquiror Common Stock equal to the closing price of PubCo Shares equaling or exceeding, for any 20 trading days during a 30 consecutive trading day period, quotient obtained by dividing (i) $12.00 per share 300,000,000 by (ii) ten dollars and fifteen cents ($10.15) (the “First Earnout ConditionShares”)) and, (ii) $14.00 per share in accordance with actual or deemed written instructions from the Company, Acquiror shall deposit or cause to be deposited such shares at an account (the “Second Earnout ConditionEscrow Account”) or (iii) $16.00 per share with an escrow agent reasonably selected by Acquiror (the “Third Earnout ConditionEscrow Agent”; ) in accordance with an escrow agreement in form and each substance reasonably acceptable to Acquiror and the Company, to be entered into on the Closing Date by and among Acquiror, the Company and the Escrow Agent. The parties hereto agree that the Company Stockholders shall be treated as the owners of the FirstEarnout Shares for so long as they are in the Escrow Account for income Tax purposes, Second and Third Earnout Conditions an “Earnout Condition”), as applicable, in each case as equitably adjusted for share splits, share dividends, reorganizations and recapitalisationsshall file all Tax Returns consistent with such treatment. (b) As additional consideration for Promptly upon the transfer occurrence of Company Shares to PubCo pursuant to this Section 2any Triggering Event, as promptly as reasonably practicable (but in any eventAcquiror shall prepare and deliver, within ten Business Days) after the satisfaction of an Earnout Condition, PubCo shall issue and allot or cause to be issued prepared and allotted delivered, a written notice to the 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 applicable Shareholder Company Stockholder). No Company Stockholder shall, directly or indirectly, sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of, either voluntarily or involuntarily, any of the applicable Earnout Shares until the date on which the relevant Triggering Event has occurred as described in Section 3.09(d) and such shares have been released to the Company Stockholders. Any Earnout Shares not eligible to be released from the Escrow Account in accordance with the terms of Section 3.09(d) on or before the last day of the Earnout Period shall immediately thereafter be forfeited to Acquiror and canceled and the Company Stockholders shall not have any rights with respect thereto. Effective as of the Closing, each Company Stockholder shall have the right to vote each of its Earnout Shares until such Earnout Shares are forfeited as if the Company Stockholder was the owner of record of such Earnout Shares. (c) In Until Earnout Shares have been released or forfeited hereunder, an amount equal to any dividends or distributions with respect to such Earnout Shares shall accrue and be payable to the event that an Company Stockholders as if the Earnout Condition is not satisfied Shares had been released prior to the fifth anniversary record date for such dividends or distributions (the “Attributed Dividends”). The Attributed Dividends shall be released, pro rata amongst the Company Stockholders, upon the release of the Closing, the contingent right and entitlement of such Shareholders to the applicable corresponding Earnout Shares shall be forfeited and cease to existfrom the Escrow Account. (d) Any issuance of The Earnout Shares shall be treated released and delivered from the Escrow Account and distributed to or on behalf of the Company Stockholders upon receipt of the applicable Release Notice by the Escrow Agent as an adjustment to follows: (i) upon the consideration paid at the Closingoccurrence of Triggering Event I, except to the extent otherwise required by Law, and an amount equal to the aggregate par value one-sixth (1/6) of the Earnout Shares so issued will shall be credited to released; (ii) upon the capital account occurrence of PubCoTriggering Event II, one-sixth (1/6) of the Earnout Shares shall be released; (iii) upon the occurrence of Triggering Event III, one-sixth (1/6) of the Earnout Shares shall be released; (iv) upon the occurrence of Triggering Event IV, one-sixth (1/6) of the Earnout Shares shall be released; (v) upon the occurrence of Triggering Event V, one-sixth (1/6) of the Earnout Shares shall be released; and (vi) upon the occurrence of Triggering Event VI, one-sixth (1/6) of the Earnout Shares shall be released. (e) To The right of the extent thatCompany Stockholders to receive the Earnout Shares is solely a contractual right, prior will not be evidenced by a certificate or other instrument and does not constitute a security. (f) Each Triggering Event shall only occur once, if at all; provided, that such Triggering Events may be achieved at the same time or on overlapping Trading Days. (g) Notwithstanding anything to the fifth anniversary contrary contained herein, no fraction of a Earnout Share will be issued, and each Person who would otherwise be entitled to a fraction of a Earnout Share (after aggregating all fractional Earnout Shares that otherwise would be received by such holder in connection with the Closingoccurrence of such Triggering Event) shall instead have the number of Earnout Shares issued to such Person rounded up to the nearest whole Earnout Share. (h) If, during the Earnout Period, there is a bona fide third party transaction Change of Control that results will result in PubCo Shares being converted into the right to receive cash or other consideration having holders of Acquiror Common Stock receiving a per share price (based on the value (as adjusted for share splitsof the cash, share dividends, reorganizations and recapitalisations, and securities or in-kind consideration being delivered in the case respect of any non-cash considerationsuch Acquiror Common Stock, as provided determined in the definitive transactions documents for such transaction, or if not so provided, determined good faith by the board of directors of PubCo in good faith) (iAcquiror Board) equal to or in excess of any Earnout Condition that has not yet been satisfiedthe applicable share price required in connection with Triggering Events I, II or III, then the applicable Earnout Shares shall be issued to the relevant Shareholders effective as of immediately prior to the consummation of such transactionChange of Control (a) any such Triggering Event that has not previously occurred shall be deemed to have occurred and (b) the Company Stockholders shall be eligible to participate in such Change of Control. If, during the Earnout Period, there is an Change of Control that will result in the holders of Acquiror Common Stock receiving a per share price (based on the value of the cash, securities or otherwise treated as so issued in-kind consideration being delivered in connection therewith, so as to ensure that the recipients respect of such Earnout Shares shall receive such Earnout SharesAcquiror Common Stock, and all proceeds thereof, as determined in good faith by the Acquiror Board) that is less than the applicable share price required in connection with Triggering Events I, II or III and such transaction, and (ii) less than any Earnout Condition that Triggering Event has not yet been satisfiedpreviously occurred, then the contingent right this Section 3.09 shall terminate and entitlement of such Shareholders to the applicable no Earnout Shares shall be forfeited issuable hereunder with respect to such Triggering Event(s) in connection with or following completion of the Change of Control. (i) The issuance of Earnout Shares is intended to comply with, and cease shall be effected in accordance with, Rev. Proc. 84-42, 1984-1 C.B. 521, unless otherwise required by a Tax Authority as a result of a “determination” within the meaning of Section 1313(a) of the Code (or any similar or corresponding provision of applicable Law). (j) In the event the issuance of Earnout Shares is subject to existthe notification and waiting period requirements of the HSR Act or the receipt of consents or approvals under any other applicable Antitrust Laws (an “Antitrust Issuance”), Acquiror’s obligation to make such issuance shall be delayed until, and contingent upon the occurrence of, the time that all applicable Persons have filed all required notifications under the HSR Act and any other applicable Antitrust Laws and all applicable waiting periods under the HSR Act (including any extensions thereof) have expired or terminated and any required consents and approvals under other applicable Antitrust Laws have been obtained with respect to such Antitrust Issuance. (k) The Earnout Shares and the underlying target price for Triggering Events I, II and III will be adjusted appropriately to reflect any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible in Acquiror Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Acquiror Common Stock, occurring on or after the date hereof and prior to the time any such Earnout Shares are issued. It is the intent of the parties that such adjustments will be made in order to provide the Company Stockholders with the same economic effect as contemplated by this Agreement as if no change with respect to the Acquiror Common Stock had occurred. (l) For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, any Earnout Shares to be released and delivered from the Escrow Account and distributed to or on behalf of the Company Stockholders shall be so released, delivered and distributed within five (5) years of the Closing Date.

Earnout. (a) A Shareholder’s right The holders of the shares of Company Common Stock issued and outstanding immediately prior to receive the First Effective Time (other than Company Excluded Shares and Company Dissenting Shares) (such holders, the “Earnout Shares pursuant Recipients”) shall be entitled to this Section 2.4receive, if any, is subject to the closing price terms and conditions of PubCo this Section 1.14(a) and the Payment Spreadsheet, the Earnout Shares equaling or exceeding, for any 20 trading days during a 30 consecutive trading day period, Consideration as follows: (i) In the event that the VWAP of the Purchaser Common Stock equals or exceeds $12.00 15.00 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing Date) (the “First Share Price Target”) for twenty (20) out of any thirty (30) consecutive Trading Days during the period beginning on the Closing Date and ending on the third anniversary of the Closing Date (the “First Earnout ConditionPeriod”), then, subject to the terms and conditions of this Agreement, the Earnout Recipients shall be entitled to receive, and Purchaser shall issue, an aggregate of 612,500 Earnout Shares, in accordance with, and pursuant to, the Payment Spreadsheet with each Earnout Recipient to receive the portion of the Earnout Shares Consideration set forth opposite such Earnout Recipient’s name on the Payment Spreadsheet (the “First Earnout Share Payment”). (ii) In the event that the VWAP of the Purchaser Common Stock equals or exceeds $14.00 17.50 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing Date) (the “Second Share Price Target” and together with the First Share Price Target, the “Share Price Targets”) for twenty (20) out of any thirty (30) consecutive Trading Days during the period beginning on the Closing Date and ending on the fourth anniversary of the Closing Date (the “Second Earnout ConditionPeriod”) or (iii) $16.00 per share (, and together with the First Earnout Period, the “Third Earnout Condition”; and each of the First, Second and Third Earnout Conditions an “Earnout ConditionPeriods”), as applicablethe Earnout Recipients shall be entitled to receive, and Purchaser shall issue, an aggregate of 612,500 Earnout Shares, in each case as equitably adjusted for share splitsaccordance with, share dividends, reorganizations and recapitalisations. (b) As additional consideration for the transfer of Company Shares to PubCo pursuant to this Section 2, as promptly as reasonably practicable (but in any event, within ten Business Days) after the satisfaction of an Earnout Condition, PubCo shall issue and allot or cause to be issued and allotted to each applicable Shareholder the applicable Earnout Shares. (c) In the event that an Earnout Condition is not satisfied prior to the fifth anniversary of the Closingto, the contingent right and entitlement of such Shareholders Payment Spreadsheet with each Earnout Recipient to receive the applicable Earnout Shares shall be forfeited and cease to exist. (d) Any issuance of Earnout Shares shall be treated as an adjustment to the consideration paid at the Closing, except to the extent otherwise required by Law, and an amount equal to the aggregate par value portion of the Earnout Shares so issued will be credited to Consideration set forth opposite such Earnout Recipient’s name on the capital account of PubCo. Payment Spreadsheet (e) To the extent that, prior to the fifth anniversary of the Closing, there is a bona fide third party transaction that results in PubCo Shares being converted into the right to receive cash or other consideration having a per share value (as adjusted for share splits, share dividends, reorganizations and recapitalisations“Second Earnout Share Payment”, and in together with the case of any non-cash considerationFirst Earnout Share Payment, as provided in the definitive transactions documents for such transaction, or if not so provided, determined by the board of directors of PubCo in good faith) (i) equal to or in excess of any “Earnout Condition that has not yet been satisfied, then the applicable Earnout Shares shall be issued to the relevant Shareholders effective as of immediately prior to the consummation of such transaction, or otherwise treated as so issued in connection therewith, so as to ensure that the recipients of such Earnout Shares shall receive such Earnout Shares, and all proceeds thereof, in connection with such transaction, and (ii) less than any Earnout Condition that has not yet been satisfied, then the contingent right and entitlement of such Shareholders to the applicable Earnout Shares shall be forfeited and cease to existShare Payments”).

Earnout. (a) A ShareholderFollowing the Closing, and as additional consideration for the Transactions, within five (5) Business Days after the occurrence of a Triggering Event, the Company Holders and the holders of Company Vested Equity Units and Company Unvested Equity Units set forth in the Rollover Schedule and the Allocation Schedule, shall be issued Topco Ordinary Shares, as referred to below and as set forth opposite such holder’s name on the Rollover Schedule and Allocation Schedule, which right shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Topco Ordinary Shares occurring on or after the Closing (the “Earnout Consideration”, which consideration, for the avoidance of doubt, shall in no circumstances take the form of cash), upon the terms and subject to the conditions set forth in this Agreement; provided, however, that holders of Company Vested Equity Units and holders of Company Unvested Equity Units that are in the employment of the Company at the Closing shall, on the termination of such employment, forfeit any Earnout Consideration attributable to their Company Vested Equity Units or Company Unvested Equity Units and otherwise payable to them. Where any Earnout Consideration is forfeited, such Earnout Consideration shall be reallocated to the holders set forth on the Rollover Schedule and the Allocation Schedule on a pro rata basis. The right to receive the Earnout Shares pursuant to this Section 2.4, if any, Consideration is subject to not transferable. The Earnout Consideration shall be issued in the closing price of PubCo Shares equaling or exceeding, for any 20 trading days during a 30 consecutive trading day period, following manner: (i) $12.00 per share Upon the occurrence of Triggering Event I, the number of Topco Ordinary Shares as set forth on the Rollover Schedule and / or the Allocation Schedule (as the “First Earnout Condition”case may be), ; (ii) $14.00 per share Upon the occurrence of Triggering Event II, the number of Topco Ordinary Shares as set forth on the Rollover Schedule and / or the Allocation Schedule (as the “Second Earnout Condition”) or case may be); (iii) $16.00 per share Upon the occurrence of Triggering Event III, the number of Topco Ordinary Shares as set forth on the Rollover Schedule and / or the Allocation Schedule (as the “Third Earnout Condition”case may be); and (iv) Upon the occurrence of Triggering Event IV, the number of Topco Ordinary Shares as set forth on the Rollover Schedule and each of / or the First, Second and Third Earnout Conditions an “Earnout Condition”Allocation Schedule (as the case may be), as applicable, in each case as equitably adjusted for share splits, share dividends, reorganizations and recapitalisations. (b) As additional consideration for For the transfer avoidance of doubt, the aggregate number of Topco Ordinary Shares that the Company Holders and the holders of Company Shares Vested Equity Units and Company Unvested Equity Units will collectively have a right to PubCo receive pursuant to this Section 2, as promptly as reasonably practicable (but Agreement in any event, within ten Business Days) after respect of the satisfaction Earnout Consideration in no event shall exceed the aggregate of an the numbers set forth on the Rollover Schedule and the Allocation Schedule. Any Earnout Condition, PubCo shall issue Consideration that is not earned and allot or cause payable prior to be issued and allotted to each applicable Shareholder the expiration of the applicable Earnout SharesTriggering Event shall be forfeited. (c) In the event that an Earnout Condition is not satisfied prior to the fifth anniversary of the ClosingIf, the contingent right and entitlement of such Shareholders to the applicable Earnout Shares shall be forfeited and cease to exist. (d) Any issuance of Earnout Shares shall be treated as an adjustment to the consideration paid at the Closing, except to the extent otherwise required by Law, and an amount equal to the aggregate par value of during the Earnout Shares so issued will be credited to the capital account of PubCo. (e) To the extent that, prior to the fifth anniversary of the ClosingPeriod, there is a bona fide third party transaction that results in PubCo Shares being converted into the right to receive cash or other consideration having a per share value (as adjusted for share splitsChange of Control, share dividends, reorganizations and recapitalisations, and in the case of any non-cash consideration, as provided in the definitive transactions documents for such transaction, or if not so provided, determined by the board of directors of PubCo in good faith) (i) equal to or in excess of any Earnout Condition each Triggering Event that has not yet been satisfied, then occurred (and has not previously expired) as of immediately prior to the Change of Control shall be deemed to have occurred if the price per share in the Change of Control equals or exceeds the applicable price target described in the applicable Triggering Event, and the Earnout Shares shall Consideration (or any applicable portion thereof) will be deemed to have been issued to the relevant Shareholders effective as of immediately prior to the consummation of such transactionChange of Control. (d) The Topco Ordinary Share price targets set forth in the definitions of Triggering Event I, Triggering Event II, Triggering Event III and Triggering Event IV shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to the Topco Ordinary Shares occurring after the Closing. (e) The Parties agree that for all income Tax purposes, any payment of any portion of the Earnout Consideration to the Company Holders shall be treated as deferred consideration in the exchange pursuant to Section 351 of the Code and any corresponding provision of non-U.S. or U.S. state or local law, as appropriate (subject to imputation of interest under Section 483 or Section 1274 of the Code). The Parties shall prepare and file all Tax Returns consistent with the foregoing provisions of this Section 4.03(e) and shall not take any inconsistent position on any Tax Return, or during the course of any audit, litigation or other proceeding with respect to Taxes, unless otherwise treated as so issued in connection therewith, so as to ensure required by applicable Law. (f) The Parties agree that the recipients obligation on Topco to issue the Earnout Consideration to Company Holders and holders of Company Vested Equity Units and Company Unvested Equity Units pursuant to Section 4.03(a) shall, without prejudice to any obligation of a Company Holder or holder of Company Vested Equity Units or Company Unvested Equity Units to make payment, in all cases be conditional on and subject to the payment to Topco of an amount in cash equal to the aggregate nominal value of such Topco Ordinary Shares. (g) Notwithstanding any other provision of this Agreement, where an issuance of the Earnout Shares shall receive Consideration would result in the imposition of an obligation on any person or persons (either severally or jointly) to extend an offer to the holders of each class of equity share capital in Topco pursuant to Rule 9 of the Irish Takeover Panel Act, 1997, Irish Takeover Rules, 2013, the requirement on Topco to issue such Earnout SharesConsideration shall be deferred until such time as the Irish Takeover Panel grants, and all proceeds thereof, in connection with such transaction, and (ii) less than any Earnout Condition that has not yet been satisfied, then for the contingent right and entitlement purposes of such Shareholders to issuance, a waiver from the applicable requirements of Rule 9 for the purposes of such issuance of the Earnout Shares shall be forfeited and cease to existConsideration.

Earnout. (a) A Shareholder’s right Standard Pacific shall cause Buyer to receive Earnout Shares pursuant pay to this Section 2.4each Seller its Pro Rata Portion of an aggregate amount equal to 15% of the positive Company Pre-Tax Income for the period from the Balance Sheet Date through December 31, if any2002, is subject to the closing price of PubCo Shares equaling or exceeding, for any 20 trading days during a 30 consecutive trading day period, (i) $12.00 per share (the “First Earnout Condition”), (ii) $14.00 per share (the “Second Earnout Condition”) or (iii) $16.00 per share (the “Third Earnout Condition”; and each of the Firstthree years ending December 31, Second 2003, 2004 and Third 2005 (each an "Earnout Conditions an “Payment" and collectively, the "Earnout"). If the amount of Company Pre-Tax Income generated is negative with respect to any period, such negative amount shall be carried forward to the following year and such negative amount shall be deducted from the Company Pre-Tax Income for purposes of calculating the Earnout Condition”)Payment for such following year. In addition, as applicableto the extent necessary, such negative amounts shall be carried forward for successive periods in each case as equitably adjusted for share splits, share dividends, reorganizations and recapitalisationswhich the Earnout is paid until offset by positive Company Pre-Tax Income. (b) As additional consideration Not later than 10 days after the audit committee of the Board of Director's of Standard Pacific approves Standard Pacific's year-end financial statements for the transfer periods in respect of Company Shares which Earnout Payments may be due, Buyer shall prepare and deliver to PubCo pursuant the Sellers' Representative Buyer's calculation of the Earnout Payment for the immediately preceding fiscal year. Within 20 days following Buyer's notification to this Section 2, as promptly as reasonably practicable (but in any event, within ten Business Days) after the satisfaction Sellers' Representative of an Earnout Condition, PubCo shall issue and allot or cause to be issued and allotted to each applicable Shareholder its calculation of the applicable Earnout SharesPayment, the Sellers' Representative shall deliver to Buyer a notice of objection signed by the Sellers' Representative (an "Earnout Objection Notice") or a notice of acceptance signed by the Sellers' Representative (an "Earnout Acceptance Notice") with respect to the calculation of the Earnout Payment. Buyer shall provide the Sellers' Representative and its accountant and other representatives, upon reasonable advance notice, access to the books and records of the Acquired Companies relating to the calculation of the Earnout Payment as may be reasonably requested by the Sellers' Representative. Buyer's calculation of each Earnout Payment shall be final and binding on the parties if an Earnout Acceptance Notice is delivered to Buyer or if no Earnout Objection Notice is delivered to Buyer within such 20 day period. Any Earnout Objection Notice shall specify the items disputed, shall describe the reasons for the objection thereof, shall state the amount in dispute and shall state the Sellers' calculation of the Earnout Payment. If an Earnout Objection Notice is delivered, the potential dispute shall be resolved as set forth in Section 2.6. (c) In If the event that Sellers' Representative delivers to Buyer the Earnout Acceptance Notice referred to in Section 2.5(b) or the Sellers' Representative fails to deliver an Earnout Condition is not satisfied Objection Notice within the 20 day period required by Section 2.5(b) with respect to any Earnout Payment, Buyer shall pay to the Sellers their Pro Rata Portion of any amounts which Buyer's calculation shall indicate to be owed to the Sellers within five Business Days after the delivery of such Earnout Acceptance Notice or the expiration of such 20 day period, as the case may be. Alternatively, if the Sellers' Representative delivers to Buyer the Earnout Objection Notice referred to in Section 2.5(b), within five Business Days after such delivery, Buyer shall pay the Sellers their Pro Rata Portion of the undisputed portion, if any, of the amount owed and, within five Business Days after the resolution of any dispute by the parties or the Unrelated Accounting Firm relating to the Earnout Objection Notice, Buyer shall pay the Sellers their Pro Rata portion of the remainder owed, if any. Any payment pursuant to this Section 2.5 shall be considered an adjustment to the Purchase Price, and shall be made in immediately available funds. The applicable Pro Rata Portion of the payment shall be delivered to each Seller by wire transfer to the account designated in writing by such Seller to Buyer at least three days prior to the fifth anniversary such payment. If Buyer has not delivered its calculation of the ClosingEarnout Payment for any applicable fiscal year to the Sellers' Representative by January 31 of the following fiscal year, Buyer shall be obligated to pay simple interest on the contingent right and entitlement Earnout Payment at the rate of 8% per annum calculated beginning on February 1 of such Shareholders to following fiscal year and ending on the applicable Earnout Shares shall be forfeited and cease to existday Buyer's calculation is delivered. (d) Any issuance From the Closing Date until January 1, 2006 (or until the payment in full of the Earnout, if earlier), Standard Pacific: (i) shall not, without the prior written consent of the Sellers' Representative, commingle the business of the Company and its Subsidiaries with any other division of Standard Pacific; provided, however, that the Sellers acknowledge and agree that (A) Standard Pacific may in good faith (and not for the intended purpose of avoiding or limiting its obligations with respect to the Earnout Shares shall Payments under this Section 2.5) elect to consolidate certain management, corporate or administrative functions across two or more divisions, and that if it does so, it will reasonably allocate the overhead cost of such functions across the participating divisions; (B) Standard Pacific may restructure the business of the Company and its Subsidiaries into any number of separate entities so long as such restructuring does not result in the commingling of the business of the Company and its Subsidiaries with any other division of Standard Pacific (all references to the Company and its Subsidiaries in this Section 2.5(d) includes the business of the Company and its Subsidiaries restructured as described in this Section 2.5(d)(i)), and (C) Standard Pacific will sweep cash out of the Company and its Subsidiaries in the manner that Standard Pacific sweeps cash from Standard Pacific's other divisions (such swept cash to be treated as an adjustment a non-interest bearing intercompany receivable of the Company and its Subsidiaries in the same manner as Standard Pacific's other divisions); (ii) shall not, without the prior written consent of the Sellers' Representative, burden the Company and its Subsidiaries with debt incurred on behalf of the operations of Standard Pacific, other than the operations of the Company and its Subsidiaries; provided, however, that the Sellers acknowledge and agree that (A) the Company and its Subsidiaries may be guarantors of various obligations of Standard Pacific; (B) general corporate overhead will be allocated to the consideration paid at Company and its Subsidiaries in the Closingsame manner as such overhead is allocated to Standard Pacific's other divisions from time to time, except provided that such general corporate overhead allocation shall not be less than 1.00% nor greater than 1.30% of the aggregate revenues of the Company and its Subsidiaries; (C) the cost of insurance will be allocated to the extent otherwise required by LawCompany and its Subsidiaries in the same manner as it is allocated to Standard Pacific's other divisions based on claims history, product type, volume and other relevant factors; and (D) intercompany interest will be charged on qualified assets (as described in SFAS 34 "Capitalization of Interest"), stale inventory, investments in joint ventures and on such other assets as Standard Pacific may charge its other divisions from time to time; (iii) shall provide to the Company an amount equal of capital reasonably necessary to accomplish the Business Plan; provided, however, that the Sellers acknowledge and agree that the Business Plan may be revised in such a manner so as to result in a reduction in the amount of capital reasonably necessary to accomplish the revised Business Plan either, (A) by the mutual agreement of Standard Pacific and the Sellers' Representative, or (B) by Standard Pacific, acting alone, to reflect then current market conditions and actual operating results of the Company and its Subsidiaries if the Company and its Subsidiaries fail to meet or exceed budgeted Company Pre-Tax Income as set forth in the Business Plan for any particular year, provided that Standard Pacific will consult in good faith with the Sellers' Representative prior to taking any such action and in developing any revised Business Plan; and (iv) shall not, without the prior written consent of the Sellers' Representative, begin any "start-up" home building operations outside of the corporate structure of the Company and its Subsidiaries in any area located in South West Florida (i.e. the counties of Citrus, Hernando, Pasco, Polk, Hillsborough, Pinnellas, Manatee, Sarasota, Charlotte, ▇▇▇ and ▇▇▇▇▇▇▇), North Carolina or South Carolina; provided however, that Standard Pacific and its Affiliates may acquire additional homebuilding businesses (by purchase of assets or stock, by merger or otherwise) which operate in the foregoing markets; but in such event, Standard Pacific shall not, without the consent of the Sellers' Representative, (A) commingle any assets, liabilities or operations of the acquired businesses with that of the Company and its Subsidiaries, (B) permit any such acquisitions to diminish the capital available to the aggregate par value of Company and its Subsidiaries pursuant to subsection (iii) above, or (C) permit any such acquired businesses to use the Earnout Shares so issued will be credited to same trade name as then used by the capital account of PubCoCompany or its Subsidiaries in such overlapping market. (e) To In the extent thatevent of a Change of Control of Standard Pacific, prior payment of the Earnout Payment for each period that has not been completed shall be accelerated and the discounted amount shall be paid in full to the fifth anniversary Sellers, as set forth in this Section 2.5(e), upon consummation of the ClosingChange of Control transaction. For purposes of calculating the Earnout Payments to be paid upon a Change in Control, there is the Earnout Payment for each period which has not been completed on the date of consummation of the Change in Control transaction shall equal 15% of the projected Company Pre-Tax Income for each such period, as set forth in Standard Pacific's then current business plan of the Company and its Subsidiaries for such periods (less any negative amounts carried forward to such periods pursuant to Section 2.5(a)). Such amount shall be discounted to its present value on the date of the consummation of the Change of Control payment based on a bona fide third party transaction that results in PubCo Shares being converted into the right to receive cash or other consideration having a per share value (as adjusted for share splits, share dividends, reorganizations and recapitalisationsdiscount rate of 8%, and assuming each Earnout Payment for each such period would be made on January 31 of the next succeeding year. (f) In the event that the employment of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is terminated by Buyer or the Acquired Companies without Cause or by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ for Good Reason (each, as defined in the case Employment Agreement of any non-cash consideration▇▇▇▇▇ ▇▇▇▇▇▇▇▇ attached hereto as Exhibit C-1), as provided in the definitive transactions documents aggregate Earnout Payment to be paid to the Sellers for such transaction, or if not so provided, determined by the board of directors of PubCo in good faith) (i) equal to or in excess of any Earnout Condition each period that has not yet been satisfiedcompleted as of the date of such termination shall equal (regardless of the actual results of operations of the Company and its Subsidiaries) 15% of the positive budgeted Company Pre-Tax Income for each such period, then as set forth in the applicable Business Plan for such period (less any negative amounts carried forward to such period pursuant to Section 2.5(a)). Each such Earnout Shares Payment shall be issued paid by Buyer to the relevant Shareholders effective as Sellers not later than January 31 of immediately prior the year following the period with respect to which such Earnout Payment is due. (g) Neither the Earnout nor any interest therein shall be transferable by any Seller in any manner other than by will or the laws of descent or distribution, provided however, it shall not be a violation of this Section 2.5(g) if the ▇▇▇▇▇▇▇▇ Children Sellers transfer their interests in the Earnout to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to the consummation so-called Section 4(1 1/2) exemption or other exemption from federal securities law, provided that the transfer is in compliance with all requirements of such transaction, or otherwise treated as so issued in connection therewith, so as to ensure that the recipients of such Earnout Shares shall receive such Earnout Sharesexemption and other applicable securities laws, and all proceeds thereofwritten notice of any such transfer is delivered to Standard Pacific no later than December 31, in connection with such transaction, and (ii) less than any 2002. The Earnout Condition that has will be payable even if the Employee Sellers are not yet been satisfied, then employed by the contingent right and entitlement of such Shareholders to the applicable Earnout Shares shall be forfeited and cease to existCompany or its Subsidiaries.

Earnout. (a) A Shareholder’s right The Stockholders will be entitled to receive additional consideration from Parent as provided in Schedule 2.5 (any such additional consideration, an "Earnout Shares pursuant to this Section 2.4, if any, is subject to the closing price of PubCo Shares equaling or exceeding, for any 20 trading days during a 30 consecutive trading day period, (i) $12.00 per share (the “First Earnout Condition”Amount"), (ii) $14.00 per share (the “Second Earnout Condition”) or (iii) $16.00 per share (the “Third Earnout Condition”; and each of the First, Second and Third Earnout Conditions an “Earnout Condition”), as applicable, in each case as equitably adjusted for share splits, share dividends, reorganizations and recapitalisations. (b) As additional consideration for At Parent's option, to the transfer extent set forth in Schedule 2.5, each Earnout Amount may be satisfied by the delivery to the Exchange Agent of Company unregistered shares of Parent Common Stock having a Fair Market Value, determined as of the applicable Final Earnout Amount Determination Date (the "Value Date"), equal to such portion of such Earnout Amount that Parent determines to satisfy by delivery of Parent Common Stock. The amount of each Earnout Amount that may be so satisfied, expressed as a percentage, is referred to herein as the "Share Percentage." Shares of Parent Common Stock issued in satisfaction of any portion of an Earnout Amount are referred to PubCo 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 (i) the total number of Shares issued pursuant to this Section 2Agreement to exceed 19.9% of the number of shares of Parent Common Stock outstanding immediately prior to the Closing or (ii) the voting power of the Shares issued pursuant to this Agreement to exceed 19.9% of the voting power of the voting securities of Parent outstanding immediately prior to the Closing. Any portion of the Purchase Price that would otherwise be satisfied by the issuance of Shares in excess of such amount, as promptly as reasonably practicable (but in and any event, within ten Business Days) after the satisfaction other portion of an Earnout Condition, PubCo shall issue and allot or cause to be issued and allotted to each applicable Shareholder Amount that is not satisfied through the applicable issuance of Earnout Shares, will be paid in cash by wire transfer of immediately available funds to the Exchange Agent. Furthermore, no portion of any Designated Option Share Earnout Amount shall be satisfied by the delivery of Earnout Shares. Neither Parent nor any other Person makes any guarantee or representation to the Stockholder Representative or any other Stockholder that any Earnout Amount will be realized. (c) Parent will at its expense deliver to the Stockholder Representative within 15 days after the completion of the audit of Parent’s consolidated financial statements (which may include an audit of the financial statements of the Surviving Corporation on a non-consolidated basis) with respect to each of calendar year 2006, calendar year 2007 and calendar year 2008 (each, an "Earnout Period") its calculation of EBIT for such period (each, an "Initial EBIT Amount") and the Earnout Amount, if any, payable under this Section 2.5. Parent will provide the Stockholder Representative and the Stockholder Representative's independent auditors with reasonable access to all books and records and working papers to the extent reasonably necessary to enable the Stockholder Representative and such accounting firm to verify such calculations after the delivery thereof. Such calculations will be binding on the parties, absent fraud or manifest error, unless the Stockholder Representative, within 60 days after the delivery of the calculations by Parent to the Stockholder Representative, notifies Parent in writing that it objects to any item or computation in connection with the calculations of the Initial EBIT Amount or the Earnout Amount and specify in reasonable detail the basis for such objection. If Parent and the Stockholder Representative are unable to agree upon the calculations within forty (40) days after any notice of objection has been given by the Stockholder Representative to Parent, then at the election of either the Stockholder Representative or Parent, the dispute will be submitted to the Neutral Accountant for a final determination. Such determination by the Neutral Accountant shall be conclusive and binding upon the parties absent fraud or manifest error. In the event that an Earnout Condition is not satisfied prior either Parent or the Stockholder Representative believes the determination of the Neutral Accountant reflects a manifest error, Parent or the Stockholder Representative shall be entitled to specify the error to the fifth anniversary Neutral Accountant in writing, in reasonable detail (with a copy to the other), within ten business days of the Closing, the contingent right and entitlement date of such Shareholders delivery to the parties of the Neutral Accountant’s determination, and any correction made by the Neutral Accountant (which the Neutral Accountant shall be requested to make within ten business days after such date of delivery) shall supersede the Neutral Accountant’s initial determination. Nothing in this Section 2.5(c) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between Parent and the Stockholder Representative regarding the determination of the Final EBIT Amount and any applicable Earnout Shares shall be forfeited Amount; or (ii) resolve any such differences by making an adjustment to the Final EBIT Amount and cease to existany applicable Earnout Amount that is outside of the range(s) defined by amounts as finally proposed by Parent and the Stockholder Representative. (d) Any issuance of Earnout Shares In the event a Neutral Accountant is engaged pursuant to Section 2.5(c), the Neutral Accountant shall be treated as an adjustment have the authority to award to the consideration paid at substantially prevailing party its reasonable expenses (including reasonable fees and disbursements of counsel) incurred in connection with the Closingproceeding before the Neutral Accountant. Absent such an award, except to each party shall bear its own expenses and Parent and the extent otherwise required by Law, and an amount equal to the aggregate par value Stockholder Representative will each bear one-half of the Earnout Shares so issued will be credited to fees, costs and expenses of the capital account of PubCoNeutral Accountant. (e) To For purposes of this Agreement, with respect to any Earnout Period, (i) the extent "Final EBIT Amount" for such period means the Initial EBIT Amount for such period, or such other amount as is agreed to by the Stockholder Representative and Parent following a timely notice of objection as contemplated under this Section 2.5(c), or such other amount as is determined by the Neutral Accountant, and (ii) the "Final Earnout Amount Determination Date" for such period means: (x) the date that is sixty-one (61) days after the delivery of Parent's calculation of the Initial EBIT Amount for such period to the Stockholder Representative, (y) such earlier date on which the Stockholder Representative delivers an irrevocable notice to Parent in writing that it agrees with Parent's calculation of such Initial EBIT Amount, or (z) if the Stockholder Representative timely objects to such Initial EBIT Amount, such date on which the Final EBIT Amount in respect thereof is otherwise determined pursuant to this Section 2.5. (f) In the event of a merger, consolidation or other transaction (a “Conversion Transaction”) as a result of which substantially all of the outstanding shares of Parent Common Stock are converted into the right to receive, in whole or in part, equity securities, if such equity securities are traded on the New York Stock Exchange, the American Stock Exchange, The Nasdaq Stock Market or another securities exchange or interdealer quotation system (“Listed Equity Securities”), (i) any issued Shares, including shares held pursuant to the Escrow Agreement, shall be eligible to participate in any Conversation Transaction on the same basis as other outstanding shares of Parent Common Stock and (ii) any portion of an Earnout Amount that would otherwise be permitted to be satisfied through the issuance of Parent Common Stock shall thereafter be permitted to be satisfied through the issuance of such Listed Equity Securities. For such purpose, such Listed Equity Securities shall be valued at their aggregate Fair Market Value as of the applicable Value Date. In the event that, prior to the fifth anniversary in any Conversion Transaction, substantially all of the Closing, there is a bona fide third party transaction that results in PubCo Shares being outstanding shares of Parent Common Stock are converted into the right to receive cash equity securities that are not Listed Equity Securities (or are converted into the right to receive a combination of such equity securities and cash), then, until such equity securities constitute Listed Equity Securities, any Earnout Amount that thereafter becomes due shall be required to be satisfied entirely in cash. In the event of a merger, consolidation or other consideration having transaction as a per share value (as adjusted for share splitsresult of which substantially all of the outstanding shares of Parent Common Stock are converted into the right to receive only cash, share dividends, reorganizations and recapitalisations, and in the case of any non-cash consideration, as provided in the definitive transactions documents for such transaction, or if not so provided, determined by the board of directors of PubCo in good faith) (i) equal to or in excess of any Earnout Condition Amount that thereafter becomes due shall be required to be satisfied entirely in cash, provided that if the surviving or transferee entity in such transaction (or an Affiliate thereof) has not yet been satisfieda class of Listed Equity Securities, then any portion of an Earnout Amount that would otherwise be permitted to be satisfied through the issuance of Parent Common Stock shall thereafter be permitted to be satisfied through the issuance of such Listed Equity Securities, valued at their aggregate Fair Market Value as of the applicable Earnout Shares shall be issued to the relevant Shareholders effective as of immediately prior to the consummation of such transaction, or otherwise treated as so issued in connection therewith, so as to ensure that the recipients of such Earnout Shares shall receive such Earnout Shares, and all proceeds thereof, in connection with such transaction, and (ii) less than any Earnout Condition that has not yet been satisfied, then the contingent right and entitlement of such Shareholders to the applicable Earnout Shares shall be forfeited and cease to existValue Date.

Earnout. (a) A Shareholder’s right No later than September 30, 2001 (the "Earnout Determination Date"), HSA shall, for the period commencing on the date hereof and ending on July 31, 2001 (the "Earnout Period"), deliver to receive the Representative DC's audited consolidated statements of operations ("Earnout Shares pursuant Period Financial Statement"), which financial statement shall have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby and reviewed by Pricewaterhouse Coopers LLP, HSA's independent accountants ("PWC"). Concurrently with the delivery of the Earnout Period Financial Statement, HSA shall deliver to this the Representative a notice (the "Earnout Notice") indicating the Earnout Market Value (as defined in Section 2.44.3(b) below), if any, as determined by HSA in good faith based on the Earnout Period Financial Statement (the "Earnout Determination"). At the request and expense of the Representative, HSA shall permit independent accountants designated by the Representative to have access to the accounting personnel of PWC used by HSA to perform such review. The Earnout Determination shall become final (the "Final Earnout Determination") thirty (30) days after the Earnout Notice is so delivered by HSA unless the Representative sets forth any objection thereto in a written notice to HSA, which notice shall include the basis for the objection to the Earnout Determination and the Representative's own determination of the Earnout Market Value during such thirty (30) day period, in which event the parties shall endeavor in good faith to resolve such dispute within fifteen (15) days after such notice and failing such resolution to mutually agree upon a partner of a Big Five accounting firm (other than a firm which represents HSA) (the "Accounting Firm") to resolve such dispute promptly, and in no event later than 30 days after the 15-day dispute resolution period, and whose determination shall be final and conclusive. If the parties cannot agree on the selection of the Accounting Firm, or the selected Accounting Firm declines to accept its appointment as the Accounting Firm and the parties cannot agree on the selection of another independent accounting firm to act as the Accounting Firm, either party may seek Speedy Arbitration to select such a firm, and such appointment shall be conclusive and binding on the parties. Promptly, but within 30 days after acceptance of its appointment as the Accounting Firm, the Accounting Firm shall take all such actions (including, without limitation, any audit procedures) as shall be necessary to determine the remaining disputed items and shall render a written report to the Representative and the Surviving Corporation upon such items. During such 30 day period, the Surviving Corporation shall afford the Accounting Firm full access to any and all of its records and work papers related to the dispute, and the Surviving Corporation shall use its reasonable best efforts to make available (subject to the closing price of PubCo Shares equaling or exceeding, for any 20 trading days during a 30 consecutive trading day period, (i) $12.00 per share (the “First Earnout Condition”), (ii) $14.00 per share (the “Second Earnout Condition”) or (iii) $16.00 per share (the “Third Earnout Condition”; and each policies of the FirstSurviving Corporation's accountants) any work papers of the Surviving Corporation's accountants created in connection with the calculation of the Earnout Market Value, Second and Third Earnout Conditions an “Earnout Condition”), as applicablethe assistance of the Surviving Corporation's accountants, in each case as equitably adjusted for share splits, share dividends, reorganizations and recapitalisations. (b) As additional consideration for the transfer of Company Shares to PubCo pursuant to this Section 2case, as promptly as reasonably practicable (but in any event, within ten Business Days) after is necessary to enable the satisfaction Accounting Firm to review the calculation of an Earnout Condition, PubCo shall issue and allot or cause to be issued and allotted to each applicable Shareholder the applicable Earnout Shares. (c) In the event that an Earnout Condition is not satisfied prior to the fifth anniversary of the Closing, the contingent right and entitlement of such Shareholders to the applicable Earnout Shares shall be forfeited and cease to exist. (d) Any issuance of Earnout Shares shall be treated as an adjustment to the consideration paid at the Closing, except to the extent otherwise required by Law, and an amount equal to the aggregate par value of the Earnout Shares so issued will be credited to the capital account of PubCo. (e) To the extent that, prior to the fifth anniversary of the Closing, there is a bona fide third party transaction that results in PubCo Shares being converted into the right to receive cash or other consideration having a per share value (as adjusted for share splits, share dividends, reorganizations and recapitalisations, and in the case of any non-cash consideration, as provided in the definitive transactions documents for such transaction, or if not so provided, determined by the board of directors of PubCo in good faith) (i) equal to or in excess of any Earnout Condition that has not yet been satisfied, then the applicable Earnout Shares shall be issued to the relevant Shareholders effective as of immediately prior to the consummation of such transaction, or otherwise treated as so issued in connection therewith, so as to ensure that the recipients of such Earnout Shares shall receive such Earnout Shares, and all proceeds thereof, in connection with such transaction, and (ii) less than any Earnout Condition that has not yet been satisfied, then the contingent right and entitlement of such Shareholders to the applicable Earnout Shares shall be forfeited and cease to exist.the

Earnout. (a) A Shareholder’s right to receive Earnout Shares pursuant to In connection with this Section 2.42.5, if any, is subject Acquisition Sub shall ----------- deliver to the closing price Representative no later than sixty (60) days following the end of PubCo Shares equaling the twelfth (12th) full calendar month following the Closing Date (such twelve (12) full month period beginning with the first day of the first month following the Closing Date and ending on the first anniversary of such date, the "Earnout ------- Period"), financial statements of Acquisition Sub setting forth the amount of ------ aggregate Net Income of Acquisition Sub (the "Acquisition Sub Financial ------------------------- Statements"), along with a reasonably detailed description of the calculations ----------- of the amount of the aggregate Net Income. In the event the Net Income of Acquisition Sub equals or exceedingexceeds the Target Amount, for Acquisition Sub shall pay to IVonyx One Million Dollars ($1,000,000) (the "Earnout Payment") in accordance --------------- with the terms of this Section 2.5. If the Acquisition Sub Financial Statements ----------- indicate that Net Income is less than the Target Amount, then unless the Representative gives written notice to Acquisition Sub on or before the twentieth (20th) calendar day after the Representative's receipt of the Acquisition Sub Financial Statements, specifying in reasonable detail all disputed items and the basis therefor, the Representative shall be deemed to have accepted the Acquisition Sub Financial Statements and Acquisition Sub shall have no obligation to pay the Earnout Payment to IVonyx. If the Representative so notifies Acquisition Sub of his objection to the Acquisition Sub Financial Statements, the Representative and Acquisition Sub shall, within twenty (20) days following such notice, attempt to resolve their differences in good faith, and any 20 trading days during a 30 consecutive trading resolution by them as to any disputed amounts shall be final, binding and conclusive. If, at the end of such twenty (20) day period, the Representative and Acquisition Sub are unable to resolve such disagreements, the independent accountants of Acquisition Sub and the Representative shall jointly select a third independent auditor of recognized national standing to resolve any remaining disagreements, which third independent auditor shall not have provided accounting services to Acquisition Sub, Parent or any IVonyx Party during the five (5) year period immediately preceding the Closing Date, and which auditor so selected will be set forth in writing and will be conclusive and binding upon the Parties (the "Independent Accountant"). Acquisition Sub and ---------------------- the Representative shall use their reasonable efforts to cause the Independent Accountant to make its determination within thirty (30) calendar days of accepting its selection. The determination by the Independent Accountant shall be final, binding and conclusive on the Parties. The fees and expenses of the Independent Accountant shall be borne by the Representative if the Net Income determined by the Independent Accountant is less than the Target Amount; otherwise, the fees and expenses of the Independent Accountant shall be borne by Acquisition Sub. Subject to Section 10.13 below, within ten (10) calendar days ------------- after (i) $12.00 per share (the “First Earnout Condition”), (ii) $14.00 per share (the “Second Earnout Condition”) or (iii) $16.00 per share (the “Third Earnout Condition”; and each of the First, Second and Third Earnout Conditions an “Earnout Condition”), as applicable, in each case as equitably adjusted for share splits, share dividends, reorganizations and recapitalisations. (b) As additional consideration for the transfer of Company Shares to PubCo pursuant to this Section 2, as promptly as reasonably practicable (but in any event, within ten Business Days) after the satisfaction of an Earnout Condition, PubCo shall issue and allot or cause to be issued and allotted to each applicable Shareholder the applicable Earnout Shares. (c) In the event that an Earnout Condition is not satisfied prior to the fifth anniversary of the Closing, the contingent right and entitlement of such Shareholders to the applicable Earnout Shares shall be forfeited and cease to exist. (d) Any issuance of Earnout Shares shall be treated as an adjustment to the consideration paid at the Closing, except to the extent otherwise required by Law, and an amount equal to the aggregate par value of the Earnout Shares so issued will be credited to the capital account of PubCo. (e) To the extent that, prior to the fifth anniversary of the Closing, there is a bona fide third party transaction that results in PubCo Shares being converted into the right to receive cash or other consideration having a per share value (as adjusted for share splits, share dividends, reorganizations and recapitalisations, and in the case of any non-cash consideration, as provided in the definitive transactions documents for such transaction, or if not so provided, determined receipt by the board Representative of directors of PubCo in good faith) (i) Acquisition Sub Financial Statements which reflect aggregate Net Income equal to or in excess of the Target Amount, or (ii) in the event of a disagreement, the date of determination by the Independent Accountant that aggregate Net Income equals or exceeds the Target Amount, Acquisition Sub shall pay the Earnout Payment to IVonyx; provided, however, that if the Independent Accountant determines that IVonyx is entitled, under this Section 2.5, to the Earnout Payment from ----------- Acquisition Sub, Acquisition Sub shall pay the Earnout Payment with interest from the period commencing on the one hundredth (100th) day following the Closing Date to the date the Earnout Payment is actually paid at the compound rate of ten percent (10%) per annum. (b) The Earnout Payment (and any interest thereon) shall be made by cashiers or certified bank check or by wire transfer of immediately available funds to an account specified by IVonyx. The Earnout Condition that has not yet been satisfiedPayment shall, then to the extent required by law, be deemed to include interest at the applicable federal rate under the Code (it being understood that such deemed interest will not affect the amount due and payable under this Section 2.5). ----------- (c) In connection with the operation of the Business after the Closing, the Koop Parties agree to maintain separate divisional books and records for the Business in accordance with generally accepted accounting principles, consistently applied. The Koop Parties and IVonyx agree to act in good faith during the Earnout Shares shall be issued Period relative to the relevant Shareholders effective as of immediately prior Business and not to take actions that (i) would be unfairly prejudicial or discriminatory to the consummation Business or to the interests of such transaction, or otherwise treated as so issued IVonyx in connection therewith, so as to ensure that receiving the recipients of such Earnout Shares shall receive such Earnout Shares, and all proceeds thereof, in connection with such transaction, Payment and (ii) less are not taken in good faith for valid business reasons. (d) Upon delivery of the Acquisition Sub Financial Statements, Acquisition Sub shall afford to IVonyx and its accounting representatives prompt and reasonable access upon reasonable notice to all information reasonably necessary to verify calculation of the Net Income. Acquisition Sub shall make its employees who are familiar with such matters, its independent outside accounting firm and its outside actuarial advisors (if any) available to IVonyx and its representatives on a mutually convenient basis at reasonable times during normal business hours to provide an explanation of such materials and to provide such other information [(including, but not limited to, accountants' work papers and reserve calculations)] as IVonyx and its representatives may reasonably request in connection with its review of the Acquisition Sub Financial Statements. (i) failure by Acquisition Sub to pay any amount when due under this Section 2.5; or ----------- (ii) any direct or indirect sale or transfer of all or substantially all of the assets of Acquisition Sub; unless the purchaser assumes the Koop Parties' obligations under this Section 2.5; or ----------- (iii) any sale of stock, merger, consolidation, share exchange, business combination, or similar transaction which results in persons other than the holders of Acquisition Sub's common stock immediately prior to such transaction holding a number of shares of Acquisition Sub's common stock possessing the power, under ordinary circumstances, to elect a majority of the Board of Directors of Acquisition Sub or the surviving entity following any Earnout Condition such transaction; unless the surviving entity confirms that has not yet been satisfiedit will remain obligated to comply with the terms of this Section 2.5 to the same extent as the Koop ----------- Parties. In the event that one or more Events of Default described in subsections (i) or (ii) above shall occur, then the contingent right and entitlement of such Shareholders to the applicable Earnout Shares Payment shall be forfeited immediately due and cease payable without demand, notice or declaration of any kind whatsoever, notwithstanding whether or not the Net Income equals or would have equaled the Target Amount. In the event of the occurrence of any Event of Default, IVonyx may exercise any remedies set forth in this Section 2.5 or ----------- otherwise in this Agreement or any other rights and remedies available to existIVonyx under applicable law.

Earnout. (a) A Shareholder’s right Standard Pacific shall cause Buyer to receive Earnout Shares pursuant pay to this Section 2.4, if any, is subject each Seller his Pro-Rata Portion of an aggregate amount equal to 20% of the closing price of PubCo Shares equaling or exceeding, positive Company Pre-Tax Income for any 20 trading days during a 30 consecutive trading day period, (i) $12.00 per share (the “First Earnout Condition”), (ii) $14.00 per share (the “Second Earnout Condition”) or (iii) $16.00 per share (the “Third Earnout Condition”; and each of the Firstthree years ending December 31, Second 2003, 2004 and Third 2005 (each an "Earnout Conditions an “Payment" and collectively, the "Earnout"); provided, however, that in no event will the aggregate amount of the Earnout Condition”exceed Seven Million Dollars (the "Earnout Cap"). Said Earnout is deemed part of the Purchase Price. If the amount of Company Pre-Tax Income is negative with respect to any particular year, such negative amount shall be carried forward to the following year and such negative amount shall be included in the calculation of the Earnout Payment for such following year; provided, further, after calculation of the Earnout Payment for such following year, if any negative amount carried forward remains as applicableof the end of such following year, that negative amount shall be carried forward to subsequent years and included in each case as equitably adjusted the calculation of the Earnout Payment for share splits, share dividends, reorganizations and recapitalisationssuch subsequent years. (b) As additional consideration Not later than ten (10) days after the audit committee of the Board of Director's of Standard Pacific approves Standard Pacific's year-end financial statements, Buyer shall prepare and deliver to each Seller its calculation of the Earnout Payment for the transfer immediately preceding fiscal year. Within 30 days following Buyer's notification to the Sellers of its calculation of the applicable Earnout Payment, the Sellers shall deliver to Buyer a notice of objection signed by both Sellers (an "Objection Notice") or a notice of acceptance signed by either Seller (an "Acceptance Notice") with respect to the calculation of the Earnout Payment. Buyer shall provide the Sellers and their accountants and other representatives, upon reasonable advance notice, access to the books and records of the Company Shares relating to PubCo pursuant the calculation of the Earnout Payment as may be reasonably requested by the Sellers. Buyer's Calculation of each Earnout Payment shall be final and binding on the parties if an Acceptance Notice is delivered to this Section 2Buyer or if no Objection Notice is delivered to Buyer within such 30 day period. Any Objection Notice shall specify the items disputed, shall describe the reasons for the objection thereof, shall state the amount in dispute and shall state Sellers' calculation of the Earnout Payment. If an Objection Notice is given, the Sellers and Buyer shall consult with each other with respect to the objection. If the parties are unable to reach agreement within 15 days after an Objection Notice has been given, any unresolved disputed items shall be promptly referred to KPMG LLP, provided however, if either of the parties has used the services of KPMG LLP at any time in the six month period prior to such selection of an accounting firm, then the unresolved items shall be promptly referred to such other accounting firm mutually agreed to by the parties (KPMG LLP, if neither of the parties had used KPMG LLP's services at any time during the six month period prior to KPMG LLP's selection, or such other firm are referred to herein as the "Unrelated Accounting Firm"). The Unrelated Accounting Firm shall be directed to render a written report on the unresolved disputed issues as promptly as reasonably practicable (but in any eventno event later than 45 days following submission of the matter to the Unrelated Accounting Firm) and to resolve only those issues of dispute set forth in the Objection Notice. The resolution of the dispute by the Unrelated Accounting Firm shall be final and binding on the parties. The fees and expenses of the Unrelated Accounting Firm shall be borne equally between the Sellers and Buyer; provided, within ten Business Dayshowever, that if the Earnout Payment calculated by one of the parties (the "Differing Party") after pursuant to this subsection differs from the satisfaction final determination of an Earnout Conditionthe Unrelated Accounting Firm by more than twenty percent to the detriment of such Differing Party, PubCo then such Differing Party shall issue be responsible for the payment of all of the fees and allot or cause to be issued and allotted to each applicable Shareholder expenses of the applicable Earnout SharesUnrelated Accounting Firm. (c) In If either Seller delivers to Buyer the event that Acceptance Notice referred to in Section 2.3(b) or the Sellers fail to deliver an Objection Notice within the 30 day period required by Section 2.3(b) with respect to any Earnout Condition is Payment, Buyer shall pay to the Sellers any amounts which Buyer's calculation shall indicate to be owed to the Sellers within five Business Days after the delivery of such Acceptance Notice or the expiration of such 30 day period, as the case may be. Alternatively, if the Sellers deliver to Buyer the Objection Notice referred to in Section 2.3(b), within five Business Days after such delivery, Buyer shall pay the undisputed portion, if any, of the amount owed and, within five Business Days after the resolution of any dispute by the parties or the Unrelated Accounting Firm relating to the Objection Notice, Buyer shall pay the remainder owed, if any. Any payment pursuant to this Section 2.3 shall be considered an adjustment to the Purchase Price, and shall be made in immediately available funds. If Buyer has not satisfied delivered its calculation of the Earnout Payment for any applicable fiscal year to the Sellers by January 31 of the following fiscal year, Buyer shall be obligated to pay simple interest thereon at the rate of eight percent (8%) per annum calculated beginning on February 1 of such following fiscal year and ending on the day prior to the fifth anniversary date of the Closing, the contingent right and entitlement of such Shareholders to the applicable Earnout Shares shall be forfeited and cease to existpayment. (d) Any issuance From the Closing Date until January 1, 2006 (or until the payment in full of Earnout Shares the Earnout, if earlier), Standard Pacific: (i) shall not, without the prior written consent of the Sellers, such consent not to be unreasonably withheld, conditioned or delayed, commingle the business of the Company with any other division of Standard Pacific; provided, however, that the Sellers acknowledge and agree that (A) Standard Pacific may restructure the business of the Company into any number of separate entities so long as such restructuring does not result in the commingling of the business of the Company with any other division of Standard Pacific (all reference to the Company in this Section 2.3 include the business of the Company restructured as described in this Section 2.3(d)(i)) and (B) Standard Pacific will sweep cash out of the Company in the manner that Standard Pacific sweeps cash from Standard Pacific's other divisions (such swept cash to be treated as an adjustment a non-interest bearing intercompany receivable of the Company in the same manner as Standard Pacific's other divisions); (ii) shall not burden the Company with debt incurred on behalf of the operations of Standard Pacific other than the operations of the Company; provided, however, that the Sellers acknowledge and agree that (A) the Company will be a guarantor of various obligations of Standard Pacific, but any payments made by the Company in respect of any guarantees will be disregarded for purposes of calculating Company Pre Tax Income, (B) general corporate overhead will be allocated to the consideration paid at Company in the Closingsame manner as such overhead is allocated to Standard Pacific's other divisions from time to time, except (C) the cost of insurance will be allocated to the extent otherwise required by LawCompany in the same manner as it is allocated to Standard Pacific's other divisions based on claims history, product type, volume and an amount equal to the aggregate par value of the Earnout Shares so issued other relevant factors; and (D) intercompany interest will be credited charged on qualified assets (as described in SFAS 34 "Capitalization of Interest"), stale inventory, investments in joint ventures and on such other assets as Standard Pacific may charge its other divisions from time to the capital account of PubCotime. (eiii) To the extent that, prior shall provide to the fifth anniversary Company an amount of capital reasonably necessary to accomplish the Closing, there is a bona fide third party transaction that results in PubCo Shares being converted into Company's business plan attached hereto as Exhibit G (the right to receive cash or other consideration having a per share value (as adjusted for share splits, share dividends, reorganizations and recapitalisations, and in the case of any non-cash consideration, as provided in the definitive transactions documents for such transaction, or if not so "Business Plan"); provided, determined by however, that the board of directors of PubCo Sellers acknowledge and agree that the Business Plan may be revised in good faith) (i) equal to or in excess of any Earnout Condition that has not yet been satisfied, then the applicable Earnout Shares shall be issued to the relevant Shareholders effective as of immediately prior to the consummation of such transaction, or otherwise treated as so issued in connection therewith, a manner so as to ensure that result in a reduction in the recipients amount of such Earnout Shares shall receive such Earnout Sharescapital reasonably necessary to accomplish the revised Business Plan either, (A) by the mutual agreement of Standard Pacific and all proceeds thereofthe Sellers, or (B) by Standard Pacific, acting alone, if the Company fails to meet or exceed budgeted Company Pre-Tax Income as set forth in connection with such transaction, and (ii) less than the Business Plan for any Earnout Condition that has not yet been satisfied, then the contingent right and entitlement of such Shareholders to the applicable Earnout Shares shall be forfeited and cease to existparticular year.

Earnout. (a) A Shareholder’s right Until the fifth (5th) anniversary of the Closing, no later than the tenth (10th) day of each calendar month, Buyer shall pay to receive Earnout Shares pursuant to this Section 2.4, if any, is subject Seller an amount in cash to the closing price account set forth on Section 2.11(a) of PubCo Shares equaling the Seller Disclosure Letter (or exceeding, for any 20 trading days during a 30 consecutive trading day period, (ito such other account as may be specified by Seller from time to time) $12.00 per share (the “First Earnout Condition”), (ii) $14.00 per share (the “Second Earnout ConditionDesignated Account”) or (iii) $16.00 per share (equal to the “Third Monthly Earnout Condition”; Amount for the immediately preceding calendar month. For the avoidance of doubt, the Monthly Earnout Amount is independent of any performance at the Facility and each shall be due and payable regardless of the Firstoperating capacity, Second and Third Earnout Conditions an “Earnout Condition”)operating condition or actual operation of the Facility, as applicable, in each case as equitably adjusted for share splits, share dividends, reorganizations and recapitalisationsor the actual purchase of natural gas or sale of power by the Facility. (b) As additional consideration Concurrently with, or prior to, each payment described in Section 2.11(a), Buyer shall deliver to Seller its good faith calculation of the Monthly Earnout Amount for the transfer of Company Shares immediately preceding month, which such calculation shall be presented in the form attached as Exhibit E (each, a “Monthly Earnout Statement”). If Seller objects to PubCo pursuant any matter set forth in the Monthly Earnout Statement, then it shall provide Buyer written notice thereof (an “Objection Notice”) within ten (10) days after receipt thereof; provided, that Seller and Buyer shall be deemed to have agreed upon all items and amounts in the Monthly Earnout Statement that are not disputed by Seller in such written notice. If Buyer and Seller are unable to agree on any matter set forth in such Objection Notice in accordance with this Section 22.11(b) within thirty (30) days after delivery of such Objection Notice, the Parties shall submit such dispute to the Independent Accountants, shall cause such firm to make a final and binding determination as promptly as reasonably practicable (but to only those matters in dispute on a timely basis, and, in any event, within ten Business Daysthirty (30) after days following its appointment, and shall cause such firm promptly to notify the satisfaction Parties in writing of an its resolution. In making such determination, such firm shall (i) limit its review to matters specifically set forth in such Objection Notice as disputed items (other than matters subsequently resolved), and (ii) not assign to any such disputed item a value higher than or lower than the values set forth in the Monthly Earnout ConditionStatement or such Objection Notice. The Parties shall not authorize the Independent Accountants to modify or amend any term or provision of this Agreement or modify items previously agreed among the Parties. Each of Seller and Buyer shall be liable for and pay one-half of the fees and other costs charged by the Independent Accountants in connection with any dispute under this Section 2.11(b). If (A) Seller does not object to any amounts set forth in a Monthly Earnout Statement within the time period and in the manner set forth in the first sentence of this Section 2.11(b), PubCo (B) Seller consents in writing to any of the amounts set forth therein, (C) any amounts are agreed to in writing by the Parties or (D) the Independent Accountants have made a final and binding determination of any amounts in accordance with this Section 2.11(b), then such amounts shall issue become final, binding and allot or cause to be issued and allotted to each applicable Shareholder non-appealable upon the applicable Earnout SharesParties for all purposes hereunder. (c) In If ERCOT posts any correction to any Day-Ahead Market price, the event that Parties shall adjust the Monthly Earnout Amount for any calendar month affected by such correction. If any such correction results in an increase in any Monthly Earnout Condition Amount, Buyer shall pay to Seller an amount equal to such increase (i) before the Monthly Earnout Amount for such amount is not satisfied prior paid, by increasing such Monthly Earnout Amount when paid or (ii) after the Monthly Earnout Amount for such amount is paid, by payment in cash by Buyer to Seller to the fifth anniversary of Designated Account simultaneously with the Closingnext succeeding Monthly Earnout Amount or, if there are no further Monthly Earnout Amounts due, within ten (10) Business Days after such correction is posted. If any such correction results in a decrease in any Monthly Earnout Amount (A) before the contingent right and entitlement Monthly Earnout Amount for such month is paid, Buyer shall decrease the payment to Seller by an amount equal to such decrease or (B) after the Monthly Earnout Amount for such month is paid, (1) to the extent the amount of such Shareholders decrease is less than or equal to the applicable next succeeding Monthly Earnout Shares Amount, Buyer shall be forfeited reduce the next succeeding Monthly Earnout Amount by an amount equal to such decrease, (2) to the extent the amount of such decrease is more than the next succeeding Monthly Earnout Amount, Buyer shall reduce the next succeeding Monthly Earnout Amount to zero and cease Seller shall pay to existBuyer an amount equal to the excess of such decrease over such Monthly Earnout Amount within ten (10) Business Days after such correction is posted, or (3) if there are no further Monthly Earnout Amounts due, Seller shall pay to Buyer an amount equal to such decrease within ten (10) Business Days after such correction is posted. (d) Any issuance If the Permian Gas Index, the Waha Gas Index or the Odessa Market Price (each, an “Index”) is temporarily unavailable for any reason, including the unavailability of Earnout Shares the specified service or publication reporting such Index, then the Parties shall use good faith efforts to find a suitable replacement index for such temporary period. If any Index is unavailable for a period of one hundred and eighty (180) consecutive days or more or ceases to be treated as an adjustment published, then the Parties shall cooperate in good faith to promptly select a suitable replacement publication or reference price that is generally accepted in the energy industry. If the Parties are unable to agree on a replacement publication(s) or reference price within a thirty (30)-day period, then either Party may refer the matter to the consideration paid at Independent Accountants on terms that the Closing, except Independent Accountants shall provide a substitute market publication(s) or reference price or a combination thereof to be the extent otherwise required by Law, and an amount equal to the aggregate par value new Index for calculation of the Earnout Shares so issued will be credited to the capital account of PubCoGas Cost or Power Price, as applicable. (e) To the extent that, prior Notwithstanding anything to the fifth anniversary of the Closingcontrary contained in this Agreement, there is a bona fide third party transaction that results in PubCo Shares being converted into the right to receive cash or other consideration having a per share value (as adjusted for share splits, share dividends, reorganizations and recapitalisations, and in the case of any non-cash consideration, as provided in the definitive transactions documents for such transaction, or if not so provided, determined by the board of directors of PubCo in good faith) (i) equal to or in excess of any Earnout Condition that has not yet been satisfied, then the applicable Earnout Shares Seller shall be issued permitted to the relevant Shareholders effective as of immediately prior transfer its rights and obligations pursuant to the consummation of such transaction, or otherwise treated as so issued in connection therewiththis Section 2.11, so long as to ensure that the recipients of such Earnout Shares shall receive such Earnout Shares, and all proceeds thereof, in connection transfer complies with such transaction, and (ii) less than any Earnout Condition that has not yet been satisfied, then the contingent right and entitlement of such Shareholders to the applicable Earnout Shares shall be forfeited and cease to existLaw.

Earnout. (a) A Shareholder’s right Each Person that was a Company Stockholder immediately prior to the Effective Time (other than holders of Dissenting Shares) that delivers a duly executed Earnout Election Agreement to the Company (copies of which will be provided to Parent) in accordance with instructions set forth therein (“Earnout Participants”) shall be entitled to receive its Pro Rata Portion, as set forth in the Closing Consideration Spreadsheet, of: (i) an aggregate of 4,000,000 Domesticated Parent Common Shares (subject to any adjustment pursuant to Section 4.7(e), the “Initial Earnout Shares”) in the event that over any twenty (20) Trading Days within any thirty (30)-Trading Day period during the Earnout Period the VWAP of the Domesticated Parent Common Shares is greater than or equal to $15.00 per share (subject to any adjustment pursuant to Section 4.7(e)) (the “Initial Milestone Event”); and (ii) an aggregate of 4,000,000 Domesticated Parent Common Shares (subject to any adjustment pursuant to Section 4.7(e), the “Final Earnout Shares” and together with the Initial Earnout Shares, the “Earnout Shares”) in the event that over any twenty (20) Trading Days within any thirty (30)-Trading Day period during the Earnout Period the VWAP of the Domesticated Parent Common Shares is greater than or equal to $20.00 per share (subject to any adjustment pursuant to Section 4.7(e)) (the “Final Milestone Event” and together with the Initial Milestone Event, the “Milestone Events”). (b) The applicable portion of the Earnout Shares (i) shall be issued to each Earnout Participant as soon as reasonably practicable after the occurrence of the applicable Milestone Event, free and clear of all Liens other than applicable federal and state securities restrictions. For the avoidance of doubt, Earnout Participants shall not be entitled to receive any Initial Earnout Shares or Final Earnout Shares in the event that the applicable Milestone Event does not occur prior to the expiration of the Earnout Period. (c) If, during the Earnout Period, there occurs any transaction resulting in a Change in Control, and the corresponding valuation of Domesticated Parent Common Shares is greater than or equal to (i) $15.00 per share, then, immediately prior to the consummation of such Change in Control the Initial Milestone Event shall be deemed to have occurred and the applicable portion of the Initial Earnout Shares shall be issued to each Earnout Participant as of immediately prior to the Change in Control, and Earnout Participants shall be eligible to participate in such Change in Control transaction with respect to such Initial Earnout Shares; and (ii) $20.00 per share, then, immediately prior to the consummation of such Change in Control the Final Milestone Event shall be deemed to have occurred and the applicable portion of the Final Earnout Shares shall be issued to each Earnout Participant as of immediately prior to the Change in Control, and Earnout Participants shall be eligible to participate in such Change in Control transaction with respect to such Final Earnout Shares. (d) Parent shall take such actions as are reasonably requested by the Company Stockholders to evidence the issuances pursuant to this Section 4.7, including, if such shares are issued to the recipient in record ownership, through the provision of an updated stock ledger showing such issuances (as certified by an officer of Parent responsible for maintaining such ledger or the applicable registrar or transfer agent of Parent). (e) In the event Parent shall at any time during the Earnout Period pay any dividend on Domesticated Parent Common Shares by the issuance of additional Domesticated Parent Common Shares, or effect a subdivision or combination or consolidation of the outstanding Domesticated Parent Common Shares (by reclassification or otherwise) into a greater or lesser number of Domesticated Parent Common Shares, then in each such case, (i) the number of Earnout Shares shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of Domesticated Parent Common Shares (including any other shares so reclassified as Domesticated Parent Common Shares) outstanding immediately after such event and the denominator of which is the number of Domesticated Parent Common Shares that were outstanding immediately prior to such event, and (ii) the per share dollar amount of the Milestone Event shall be appropriately adjusted to provide to such Company Stockholders the same economic effect as contemplated by this Agreement prior to such event. (f) During the Earnout Period, Parent shall take all reasonable efforts for Parent to remain listed as a public company on, and for the Domesticated Parent Common Shares to be tradable over, Nasdaq; provided, however, that the foregoing shall not limit Parent from consummating a Change in Control or entering into a Contract that contemplates a Change in Control. Upon the consummation of any Change in Control during the Earnout Period, other than as set forth in Section 4.7(c), Parent shall have no further obligations pursuant to this Section 4.7(f). (g) Except with respect to any amounts treated as imputed interest under Section 483 of the Code or any comparable law, any issuance of Earnout Shares pursuant to this Section 2.4, if any, is subject to the closing price of PubCo Shares equaling or exceeding, for any 20 trading days during a 30 consecutive trading day period, (i) $12.00 per share (the “First Earnout Condition”), (ii) $14.00 per share (the “Second Earnout Condition”) or (iii) $16.00 per share (the “Third Earnout Condition”; and each of the First, Second and Third Earnout Conditions an “Earnout Condition”), as applicable, in each case as equitably adjusted for share splits, share dividends, reorganizations and recapitalisations. (b) As additional consideration for the transfer of Company Shares to PubCo pursuant to this Section 2, as promptly as reasonably practicable (but in any event, within ten Business Days) after the satisfaction of an Earnout Condition, PubCo shall issue and allot or cause to be issued and allotted to each applicable Shareholder the applicable Earnout Shares. (c) In the event that an Earnout Condition is not satisfied prior to the fifth anniversary of the Closing, the contingent right and entitlement of such Shareholders to the applicable Earnout Shares shall be forfeited and cease to exist. (d) Any issuance of Earnout Shares 4.7 shall be treated as an adjustment to the merger consideration paid at by the Closingparties for Tax purposes, except to the extent unless otherwise required by a change in applicable Tax Law, . Any Earnout Shares that are issued pursuant to this Section 4.7 will be treated as eligible for non-recognition treatment under Section 354 of the Code (and an amount equal will not be treated as “other property” within the meaning of Section 356 of the Code). (h) The parties intend that none of the rights to the aggregate par value of receive the Earnout Shares so issued will and any interest therein shall be credited deemed to be a “security” for purposes of any securities law of any jurisdiction. The right to receive the capital account of PubCo. (e) To Earnout Shares are deemed contractual rights in connection with the extent that, prior to Merger and the fifth anniversary of the Closing, there is a bona fide third party transaction that results in PubCo Shares being converted into parties do not view the right to receive cash the Earnout Shares as an investment by the holders thereof. The right to receive the Earnout Shares will not be represented by any physical certificate or other consideration having a per share value (as adjusted for share splitssimilar instrument. The right to receive the Earnout Shares does not represent an equity or ownership interest in any entity. No interest in the right to receive the Earnout Shares may be sold, share dividendstransferred assigned, reorganizations and recapitalisationspledged, hypothecated, encumbered or otherwise disposed of, except by operation of law, and in any attempt to do so shall be null and void. For the case avoidance of any non-cash considerationdoubt, as provided in the definitive transactions documents for such transaction, or if not so provided, determined by the board of directors of PubCo in good faith) (i) equal to or in excess of any Earnout Condition that has not yet been satisfiedonce issued, then the applicable Earnout Shares shall be considered a “security” for purposes of any securities law of any jurisdiction and the restrictions set forth in the foregoing sentence shall not apply to such issued to the relevant Shareholders effective as of immediately prior to the consummation of such transaction, or otherwise treated as so issued in connection therewith, so as to ensure that the recipients of such Earnout Shares shall receive such Earnout Shares, and all proceeds thereof, in connection with such transaction, and (ii) less than any Earnout Condition that has not yet been satisfied, then the contingent right and entitlement of such Shareholders to the applicable no Earnout Shares shall be forfeited and cease to existincluded in the calculation of the aggregate number of Domesticated Parent Common Shares outstanding at or immediately after the Closing for purposes of this Agreement.

Earnout. (a) A Shareholder’s right to receive Within sixty (60) days after the end of each of the First Earnout Shares pursuant to this Section 2.4Period, if anythe Second Earnout Period and the Third Earnout Period, is subject Buyer shall prepare and deliver to the closing price of PubCo Shares equaling or exceedingSecurityholder Representative a written statement (each an “Earnout Statement”), which, for any 20 trading days during a 30 consecutive trading day periodthe avoidance of doubt, (i) $12.00 per share will include each of the components set forth on the Base Plan Schedule, setting forth its calculation of the Adjusted EBITDA for such period in accordance with the Base Plan Schedule, compared against the Earnout calculation for the applicable Earnout Period set forth on Schedule 2.5 attached hereto (the “First Earnout ConditionBase Plan Schedule”). For purposes of clarity, nothing in the Base Plan Schedule shall alter the Adjusted EBITDA targets set forth in Schedule 2.5(c).Within thirty (ii30) $14.00 per share (days following delivery by Buyer of an Earnout Statement, the “Second Earnout Condition”) or (iii) $16.00 per share (Securityholder Representative shall deliver written notice to Buyer of any good faith disagreement that the “Third Earnout Condition”; Securityholder Representative has with respect to the contents thereof which notice explains, in reasonable detail, the basis for its disagreement. During such period, Buyer shall provide the Securityholder Representative and each his Representatives reasonable access to the relevant books and records and employees of the FirstGroup Companies for the purpose of facilitating the Securityholder Representative’s review of the applicable Earnout Statement. In the event that the Securityholder Representative does not notify Buyer in writing of a disagreement with respect to the Earnout Statement within such thirty (30)-day period, Second such Earnout Statement shall be deemed final, conclusive and Third Earnout Conditions an “Earnout Condition”binding on the parties. If the Securityholder Representative delivers a notice of disagreement within such thirty (30)-day period, then Buyer and the Securityholder Representative shall negotiate in good faith to resolve any such disagreement. If Buyer and the Securityholder Representative, notwithstanding such good faith effort, fail to resolve such disagreement within thirty (30) days after the Securityholder Representative notifies Buyer of its disagreement, then the dispute shall be submitted for final and binding resolution to the Accounting Expert for resolution in accordance with the procedures set forth in Sections 2.3(c) and (d), as applicable, in each case as equitably adjusted for share splits, share dividends, reorganizations and recapitalisationswhich shall apply hereto mutatis mutandis. (b) As additional consideration for the transfer of Company Shares to PubCo All amounts payable pursuant to this Section 22.5 shall be paid within five (5) Business Days from the date on which the Adjusted EBITDA for the pertinent period is finally determined, as promptly as reasonably practicable by wire transfer of immediately available funds: (but a) with respect to the Members, to the Securityholder Representative for further distribution to each Member in any eventaccordance with each Member’s Additional Pro Rata Share and (b) with respect to the Optionholders, within ten Business Days) after to the satisfaction of an Earnout Condition, PubCo shall issue and allot or cause Company to be issued and allotted paid by the Company to each applicable Shareholder the applicable Earnout SharesOptionholders (less applicable withholding and any Taxes required to be paid by the Group Companies with respect thereto) on or before the next regularly scheduled payroll date following such payment in accordance with each Securityholder’s Additional Pro Rata Share. Buyer shall have no right to withhold and set off any amounts owed by the Member to Buyer under the terms of this Agreement against amounts payable pursuant to this Section, except as contemplated by Section 2.4(b) and Article 8. (c) In During each Earnout Period: (i) Buyer shall operate the event that an Earnout Condition is not satisfied prior to Business in good faith consistent with the fifth anniversary manner in which Buyer operates its other acquired business units, applicable Law and its third-party obligations; (ii) Buyer shall operate the Group Companies as a separate profit center, business unit or division which will maintain separate books and records sufficient for the calculation of the ClosingEarnout, provided that Buyer may, at its discretion, move or integrate certain corporate functions of the contingent right Business (including with respect to corporate, finance, human resources and entitlement of such Shareholders to legal functions), and allocate the applicable Earnout Shares expenses of any Group Company to Buyer or Buyer Parent instead. For purposes of determining the appropriate sharing of revenue for transactions between the Buyer and the Group Companies, (A) the Group Companies will be allocated sixty five percent (65%) of revenue generated and recognized by Buyer, Buyer Parent or their respective Affiliates (other than the Group Companies) or their respective business divisions (other than the Business) as a result of cross-marketing or referrals from the Group Companies and/or the Business and (B) Buyer will be allocated sixty five (65%) of revenue generated and recognized by any Group Company or the Business as a result of cross-marketing or referrals from Buyer, Buyer Parent or their respective Affiliates (other than the Group Companies) or their respective business divisions (other than the Business); and (iii) Buyer shall be forfeited and cease not, or permit its Affiliates to, take any action, or knowingly omit to existtake any action, with the primary intent of impeding achievement of or reducing the amount of the Earnout. (d) Any issuance of Earnout Shares shall be treated as an adjustment to the consideration paid at the Closing, except to the extent otherwise required by Law, and an amount equal to the aggregate par value of the Earnout Shares so issued will be credited to the capital account of PubCo. (e) To the extent thatIf, prior to the fifth anniversary end of the ClosingEarnout Period, there Buyer effects a Company Sale at a price that is a bona fide third party transaction that results in PubCo Shares being converted into equal to or greater than the right price actually paid pursuant to receive cash or other consideration having a per share value this Agreement (as adjusted for share splitspartial sales), share dividends, reorganizations then the maximum amount of the Earnout payments contemplated in Section 2.5(c) for the period in which the Company Sale occurs and recapitalisations, any future periods (but not any past periods) (the “Outstanding Earnout Payment”) shall be accelerated and in become due and payable without further action required on the case part of any non-cash considerationparty hereto. In the event of such acceleration, as provided in Buyer shall make (or cause the definitive applicable acquirer or surviving company to make) the Outstanding Earnout Payment within two (2) Business Days following the consummation of a Company Sale. For purposes of this Agreement, “Company Sale” means any transaction or series of transactions documents for such transactionpursuant to which any Person, other than Buyer or if not so providedan Affiliate of Buyer, determined by the board of directors of PubCo in good faith) acquires, directly or indirectly: (i) equal to 50% or in excess more of any Earnout Condition that has not yet been satisfiedthe outstanding equity, then voting securities or beneficial ownership of the applicable Earnout Shares shall be issued to the relevant Shareholders effective as of immediately prior to the consummation of such transactionGroup Companies (whether by merger, consolidation, reorganization, combination, amalgamation, sale, transfer or otherwise treated as so issued in connection therewith, so as to ensure that the recipients of such Earnout Shares shall receive such Earnout Shares, and all proceeds thereof, in connection with such transaction, and otherwise) or (ii) less a majority of the assets of the Group Companies, determined on a consolidated basis. For purposes of clarity, Company Sale shall not include indirect acquisitions of the Group Companies’ equity and/or assets effectuated by the acquisition of the equity and/or assets of Buyer or its Affiliates (other than any Earnout Condition that has not yet been satisfied, then the contingent right and entitlement Group Companies or a holding company substantially all of such Shareholders to the applicable Earnout Shares shall be forfeited and cease to existassets of which are the equity interests of the Group Companies) or minority investments in the Group Companies.

Earnout. The Sellers shall be eligible to receive the Earnout Amount from the Purchaser on the terms set forth in this Section 2.08. (a) A Shareholder’s right The Purchaser shall use its reasonable best efforts to receive Earnout Shares pursuant to this Section 2.4, if any, is subject deliver to the closing price Sellers as promptly as practicable after December 31, 2015 (and, in any event, no later than April 14, 2016) true and complete copies of PubCo Shares equaling or exceedingthe audited consolidated balance sheets of the Purchaser for the fiscal year ended as of December 31, for any 20 trading days during a 30 consecutive trading day period2015, (i) $12.00 per share and the related audited consolidated statements of income, equity and cash flows (the “First 2015 Financial Statements”) and a written statement setting forth the Purchaser’s calculation, together with reasonable supporting detail, of the Earnout Condition”), (ii) $14.00 per share Amount (the “Second Initial Earnout ConditionStatement”) or (iii) $16.00 per share (). For purposes of this Section 2.08, Adjusted EBITDA will be calculated in accordance with the “Third Earnout Condition”accounting principles and practices used by the Companies prior to the date hereof; and each provided that revenue recognition of the First, Second Companies and Third Earnout Conditions an “Earnout Condition”), as applicable, the Company Subsidiaries will be calculated in each case as equitably adjusted for share splits, share dividends, reorganizations and recapitalisationsaccordance with the updated revenue recognition principles (percentage of completion) of the Companies to the extent those updated principles are used in preparation of the 2015 Financial Statements. (b) As additional consideration Throughout the period following receipt by the US Seller of the Initial Earnout Statement until the determination of the Final Earnout Statement, the Purchaser, the Companies and the Company Subsidiaries shall permit the US Seller and its Representatives reasonable access (with the right to make copies), during normal business hours upon reasonable advance notice, to the relevant financial books and records of the Purchaser, the Companies and the Company Subsidiaries for the transfer purposes of Company Shares the review and objection right contemplated herein, together with reasonable access to PubCo pursuant the individuals responsible for the preparation of the Initial Earnout Statement and the 2015 Financial Statements (including the independent auditors of the Companies) in order to this Section 2, as promptly as reasonably practicable (but in any event, within ten Business Days) after respond to the satisfaction inquiries of an Earnout Condition, PubCo shall issue the US Seller and allot or cause to be issued and allotted to each applicable Shareholder the applicable Earnout Sharesits Representatives related thereto. (c) In The US Seller shall deliver to the event Purchaser by the Objection Deadline Date either a notice indicating that an it accepts the Initial Earnout Condition Statement (which shall be a Notice of Acceptance for purposes of this Section 2.08), or a detailed statement describing its objections to the Initial Earnout Statement (which shall be a Notice of Disagreement for purposes of this Section 2.08). If the US Seller timely delivers a Notice of Disagreement, only those matters specified in such Notice of Disagreement shall be deemed to be in dispute (and such matters shall be Disputed Items for purposes of this Section 2.08). Any component of the calculations set forth in the Initial Earnout Statement that is not satisfied prior the subject of a timely delivered Notice of Disagreement shall be final and binding upon the parties hereto, unless the resolution of any such Disputed Item affects an undisputed component of the Initial Earnout Statement, in which case such undisputed component shall, notwithstanding the failure to object to such component in the Notice of Disagreement, be considered a “Disputed Item” to the fifth anniversary of the Closing, the contingent right and entitlement of extent affected by such Shareholders to the applicable Earnout Shares shall be forfeited and cease to existresolved Disputed Item. (d) Any issuance The dispute resolution procedures of Section 2.06(d) shall apply to the Final Earnout Shares Statement, mutatis mutandis. (e) The Final Earnout Statement shall be treated as an adjustment final and binding upon the parties hereto for the purposes of this Agreement upon the earliest to occur of: (i) the delivery by the US Seller of a Notice of Acceptance or the failure of the US Seller to deliver a Notice of Disagreement by the Objection Deadline Date with respect to the consideration paid at Initial Earnout Statement; (ii) the Closingresolution of all Disputed Items by the US Seller and the Purchaser pursuant to Section 2.08(d); and (iii) the resolution of all Unresolved Objections pursuant to Section 2.08(d) by the Neutral Accountant. Within five (5) Business Days after the Final Earnout Statement becomes final and binding upon the parties hereto, except if the Earnout Amount is a positive amount, then the Purchaser shall pay to the extent otherwise required by Law, and Sellers an amount equal to the aggregate par value Earnout Amount by wire transfer of the Earnout Shares so issued will be credited immediately available funds to the capital account of PubCoPurchase Price Bank Account. (e) To the extent that, prior to the fifth anniversary of the Closing, there is a bona fide third party transaction that results in PubCo Shares being converted into the right to receive cash or other consideration having a per share value (as adjusted for share splits, share dividends, reorganizations and recapitalisations, and in the case of any non-cash consideration, as provided in the definitive transactions documents for such transaction, or if not so provided, determined by the board of directors of PubCo in good faith) (i) equal to or in excess of any Earnout Condition that has not yet been satisfied, then the applicable Earnout Shares shall be issued to the relevant Shareholders effective as of immediately prior to the consummation of such transaction, or otherwise treated as so issued in connection therewith, so as to ensure that the recipients of such Earnout Shares shall receive such Earnout Shares, and all proceeds thereof, in connection with such transaction, and (ii) less than any Earnout Condition that has not yet been satisfied, then the contingent right and entitlement of such Shareholders to the applicable Earnout Shares shall be forfeited and cease to exist.

Earnout. (a) A Shareholder’s After the Closing, subject to the terms and conditions set forth herein, the Earnout Recipients shall have the contingent right to receive Earnout Shares pursuant additional consideration based on the performance of the Company Entities to the extent the requirements set forth in this Section 2.4, if any, is subject to the closing price of PubCo Shares equaling or exceeding, for any 20 trading days during a 30 consecutive trading day period, (i) $12.00 per share (the “First Earnout Condition”), (ii) $14.00 per share (the “Second Earnout Condition”) or (iii) $16.00 per share (the “Third Earnout Condition”; and each of the First, Second and Third Earnout Conditions an “Earnout Condition”), as applicable, in each case as equitably adjusted for share splits, share dividends, reorganizations and recapitalisations2.9 are met. (b) As In the event that the VWAP of Class A Parent Common Stock on the Stock Exchange or the principal securities exchange or securities market on which the Class A Parent Common Stock is then traded equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) (the “Phase 1 Share Price Target”) for any twenty (20) Trading Days within any thirty (30) consecutive Trading Day period ending on or prior to the three (3) year anniversary of the Closing, then, subject to the terms and conditions of this Agreement, the Earnout Recipients shall be entitled to receive, as additional consideration for the transactions contemplated hereby, the Phase 1 Earnout Consideration, and Parent shall cause its transfer of Company Shares to PubCo pursuant to this Section 2agent and the Surviving Entity, as promptly as reasonably practicable applicable to issue such Phase 1 Earnout Consideration to the Earnout Recipients in accordance with the Merger Consideration Schedule within five (but in any event, within ten 5) Business Days) after Days following the satisfaction final day of an Earnout Condition, PubCo shall issue and allot or cause to be issued and allotted to each applicable Shareholder the applicable Earnout Sharesthirty (30) Trading Day period. (c) In the event that an Earnout Condition the VWAP of Class A Parent Common Stock on the Stock Exchange or the principal securities exchange or securities market on which the Class A Parent Common Stock is not satisfied then traded equals or exceeds $20.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) (the “Phase 2 Share Price Target”) for any twenty (20) Trading Days within any thirty (30) consecutive Trading Day period ending on or prior to the fifth four (4) year anniversary of the Closing, the contingent right and entitlement of such Shareholders then, subject to the applicable terms and conditions of this Agreement, the Earnout Shares Recipients shall be forfeited entitled to receive, as additional consideration for the transactions contemplated hereby, the Phase 2 Earnout Consideration, and cease Parent shall cause its transfer agent and the Surviving Entity, as applicable to existissue such Phase 2 Earnout Consideration to the Earnout Recipients in accordance with the Merger Consideration Schedule within five (5) Business Days following the final day of the applicable thirty (30) Trading Day period. (d) Any issuance Notwithstanding the foregoing: (i) in the event that (A) a Change of Earnout Shares shall be treated as an adjustment to the consideration paid at the Closing, except to the extent otherwise required by Law, and an amount equal to the aggregate par value of the Earnout Shares so issued will be credited to the capital account of PubCo. (e) To the extent that, Control is consummated prior to the fifth three (3) year anniversary of the Closing, there is a bona fide third party transaction that results in PubCo Shares being converted into Closing and (B) the right to receive cash or other implied consideration having a per share of the Class A Parent Common Stock in such Change of Control transaction equals or exceeds the Phase 1 Share Price Target or the Phase 2 Share Price Target, as applicable (or the equivalent fair market value (thereof, as adjusted for share splitsdetermined by the Surviving Entity in good faith, share dividends, reorganizations and recapitalisations, and in the case event of any non-cash consideration), then, as provided in additional consideration for the definitive transactions documents for such transactionTransactions and to the extent not already issued pursuant to this Section 2.9, Parent shall issue or if not so provided, determined by the board of directors of PubCo in good faith) (i) equal cause to or in excess of any Earnout Condition that has not yet been satisfied, then the applicable Earnout Shares shall be issued the Phase 1 Earnout Consideration and/or the Phase 2 Earnout Consideration to the relevant Shareholders effective as of Earnout Recipients in accordance with the Merger Consideration Schedule immediately prior to the consummation of such transaction, or otherwise treated as so issued in connection therewith, so as to ensure that the recipients Change of such Earnout Shares shall receive such Earnout Shares, and all proceeds thereof, in connection with such Control transaction, and (ii) less in the event that (A) a Change of Control is consummated on or after the three (3) year anniversary of the Closing and prior to the four (4) year anniversary of Closing and (B) the implied consideration per share of the Class A Parent Common Stock in such Change of Control transaction equals or exceeds the Phase 2 Share Price Target (or the equivalent fair market value thereof, as determined by the Surviving Entity in good faith, in the event of any non-cash consideration), then, as additional consideration for the Transactions and to the extent not already issued pursuant to this Section 2.9, Parent shall issue or cause to be issued the Phase 2 Earnout Consideration to the Earnout Recipients in accordance with the Merger Consideration Schedule immediately prior to the consummation of such Change of Control transaction. (e) Parent shall use commercially reasonable efforts to remain a listed company on, and for the Class A Parent Common Stock issuable in respect of Earnout Consideration to be tradable over, the Stock Exchange or another U.S. securities exchange. Parent, as of the Merger Effective Time, will reserve for issuance the maximum number of shares of Parent Common Stock that could be earned pursuant to this Section 2.9 (including such number of Class A Parent Common Stock issuable upon the exchange of Class B Parent Common Stock) and shall continue to ensure that there is a sufficient amount of Parent Common Stock reserved for issuance following the Merger Effective Time to satisfy the maximum number of shares of Parent Common Stock (including such number of Class A Parent Common Stock issuable upon the exchange of Class B Parent Common Stock) that could be earned pursuant to this Section 2.9 at any given time. (f) Notwithstanding anything to the contrary herein, (i) the Earnout Recipients shall not be entitled to receive the same Earnout Consideration on more than one occasion, and (ii) the number of shares of Parent Common Stock or Units of the Surviving Entity, as applicable, to be issued to any Earnout Condition that has not yet been satisfiedRecipient in connection with any issuance of Earnout Consideration shall be rounded down to the nearest whole number, then the contingent right and entitlement such Earnout Recipients shall receive in lieu of such Shareholders fractional shares an amount in cash equal to the applicable value of such fractional shares based on the VWAP of Class A Parent Common Stock on the Stock Exchange or the principal securities exchange or securities market on which the Class A Parent Common Stock is then traded over the twenty (20) day trading-period immediately preceding the date on which the payment of the Earnout Shares shall be forfeited and cease to existConsideration is triggered.

Earnout. (a) A Shareholder’s right Buyer shall submit to receive Earnout Shares Seller, within thirty (30) days following the conclusion of each calendar month, a monthly report setting forth (i) the aggregate cast house production (measured in metric tons) and, without duplication, molten aluminum sales volume (measured in metric tons) at the Mt. Holly Fa▇▇▇▇▇y for each calendar month beginning October 1, 2014 and ending December 1, 2015 and (ii) the occurrence of any Business Interruption Event and the receipt of any Business Interruption Recovery Amount, with the first such report being due within thirty (30) days following the end of the first calendar month ending after the Closing Date. Notwithstanding anything to the contrary in this Agreement, in no event shall the Buyer be liable to the Seller for any inaccuracies contained in any report delivered pursuant to this Section 2.4, if any, is subject to the closing price of PubCo Shares equaling or exceeding, for any 20 trading days during a 30 consecutive trading day period, (i) $12.00 per share (the “First Earnout Condition”2.7(a), (ii) $14.00 per share (provided, however, that the “Second Earnout Condition”) or (iii) $16.00 per share (Buyer shall inform the “Third Earnout Condition”; and each Seller of any material inaccuracy contained in any such report within a reasonable time after the First, Second and Third Earnout Conditions an “Earnout Condition”), as applicable, in each case as equitably adjusted for share splits, share dividends, reorganizations and recapitalisationsBuyer becomes actually aware of such material inaccuracy. (b) As additional consideration for On or prior to January 31, 2016, the transfer Buyer shall prepare and deliver to the Seller a statement (the “Earnout Statement”) setting forth the Buyer’s calculation of Company Shares to PubCo pursuant to this Section 2, as promptly as reasonably practicable (but in any event, within ten Business Days) after the satisfaction of an Earnout Condition, PubCo shall issue and allot or cause to be issued and allotted to each applicable Shareholder the applicable Earnout SharesAmount. (c) In The Earnout Statement and the event that calculation of the Earnout Amount reflected therein shall become final and binding upon the Buyer and the Seller on the 60th day following the Buyer’s delivery thereof to the Seller unless the Seller gives written notice of its disagreement with any component of the Earnout Statement (the “Earnout Objection Notice”) to the Buyer prior to such date. An Earnout Objection Notice shall specify in reasonable detail the nature of any such disagreement and include all supporting schedules, analyses, working papers and other documentation. If an 28 Earnout Objection Notice complying with the preceding sentence is given by the Seller in a timely manner, then the Earnout Statement (as revised in accordance with this Section 2.7(c)) shall become final, binding and non-appealable upon the earlier of (i) the date on which the Buyer and the Seller resolve in writing any disputes with respect to the matters specified in such Earnout Objection Notice, or (ii) the date on which any such disputes are finally resolved in writing by the Accounting Firm. During the 60-day period following the delivery of an Earnout Condition is not satisfied prior Objection Notice in compliance with this paragraph, the Buyer and the Seller shall seek in good faith to resolve any disputes with respect to the fifth anniversary matters specified in the Earnout Objection Notice. If, at the end of such 60-day period, the Buyer and the Seller have not resolved such disputes, the Buyer and the Seller shall submit to the Accounting Firm for review and resolution of any and all matters that remain in dispute. The Buyer and the Seller shall use their respective good faith efforts to cause the Accounting Firm to render a decision resolving the matters in dispute within 60 days following the submission of such matters to the Accounting Firm. The Accounting Firm shall (A) allow the Buyer and the Seller to submit written presentations and supporting evidence regarding their respective positions, copies of which shall be delivered to the other Party, (B) include reasons for each relevant determination in its written statement, (C) review only, and base the resolution of the Closingcalculations in dispute solely on, the contingent right submissions by the Buyer and entitlement the Seller and (D) not perform an independent review or audit of financial information, unless so requested in writing by the Buyer and the Seller. The Accounting Firm shall address only the calculations in dispute and any items directly impacted thereby, and any resolution of a disputed calculation by the Accounting Firm shall not be outside the range for such Shareholders calculation created by the submissions of the Buyer and the Seller. The Accounting Firm’s determination shall be set forth in a written statement delivered to the applicable Earnout Shares Parties and shall be forfeited final, binding and cease to existnon-appealable. All fees and expenses of the Accounting Firm shall be borne by the Buyer and the Seller in inverse proportion as each may prevail on the value of (and not the quantity of) matters resolved by the Accounting Firm, which inverse proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. (d) Any issuance of Within 10 Business Days after the Earnout Shares Amount is finally determined in accordance with Section 2.7(c), the Buyer shall pay, or cause to be treated as an adjustment paid, to the consideration paid at Seller, by bank wire transfer of immediately available funds to an account designated in writing by the ClosingSeller, except the lesser of (a) the Earnout Amount and (b) $22,500,000; provided, however, that, if the Earnout Amount is a negative number, the Seller shall instead pay, or cause to be paid, to the extent otherwise required Buyer, by Lawbank wire transfer of immediately available funds to an account designated in writing by the Buyer, and an amount equal to the aggregate par lesser of (a) the absolute value of the Earnout Shares so issued will be credited to the capital account of PubCo. (e) To the extent that, prior to the fifth anniversary of the Closing, there is a bona fide third party transaction that results in PubCo Shares being converted into the right to receive cash or other consideration having a per share value (as adjusted for share splits, share dividends, reorganizations and recapitalisations, and in the case of any non-cash consideration, as provided in the definitive transactions documents for such transaction, or if not so provided, determined by the board of directors of PubCo in good faith) (i) equal to or in excess of any Earnout Condition that has not yet been satisfied, then the applicable Earnout Shares shall be issued to the relevant Shareholders effective as of immediately prior to the consummation of such transaction, or otherwise treated as so issued in connection therewith, so as to ensure that the recipients of such Earnout Shares shall receive such Earnout Shares, and all proceeds thereof, in connection with such transaction, Amount and (iib) less than any Earnout Condition that has not yet been satisfied, then the contingent right and entitlement of such Shareholders to the applicable Earnout Shares shall be forfeited and cease to exist$12,500,000.

Earnout. (ai) A ShareholderOn 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 execution of a confidentiality agreement in a form reasonably acceptable to Parent. (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 parties and shall constitute, as applicable, the Final CY12 EBIT or the Final 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 parties to this Agreement, the Shareholders and holders of Company Options and the EBIT provided for in such resolution shall constitute, as applicable, the Final CY12 EBIT or the Final CY13 EBIT. (iv) Except with the written consent of Parent, no Person may sell, exchange, transfer or otherwise dispose of his, her or its right to receive any portion of the Total CY12 Earnout Shares 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 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 made by Parent in its sole discretion without any express or implied obligation. Notwithstanding the 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 Consideration or the Total CY13 Earnout Consideration; and B. The Earnout Representative and the most senior executive of 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 material 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, however, that Parent shall not be required to take any action pursuant to this Section 2.41.6(e)(v)B to the extent that the Earnout Representative does not agree in writing (which agreement may be by email to the most senior executive of Parent’s EA Interactive division, if anybut in any event must reference intent to be binding under this Agreement) that the Costs thereof are Company Costs, is to the extent such Costs are subject to the closing price of PubCo Shares equaling or exceeding, for any 20 trading days during a 30 consecutive trading day period, (i) $12.00 per share (the “First Earnout Condition”), (ii) $14.00 per share (the “Second Earnout Condition”) or clause (iii) $16.00 per share of the definition of Company Costs. (vi) The Shareholders and holders of Company Options, by adopting this Agreement, irrevocably appoint the “Third Earnout Condition”; Representative as their agent and attorney-in-fact to act on behalf of each of the First, Second Shareholders and Third Earnout Conditions an “Earnout Condition”), as applicable, in each case as equitably adjusted for share splits, share dividends, reorganizations and recapitalisations. (b) As additional consideration for the transfer holders of Company Shares to PubCo pursuant to this Section 2, as promptly as reasonably practicable (but in any event, within ten Business Days) after the satisfaction of an Earnout Condition, PubCo shall issue and allot or cause to be issued and allotted to each applicable Shareholder the applicable Earnout Shares. (c) In the event that an Earnout Condition is not satisfied prior to the fifth anniversary of the Closing, the contingent right and entitlement of such Shareholders to the applicable Earnout Shares shall be forfeited and cease to exist. (d) Any issuance of Earnout Shares shall be treated as an adjustment to the consideration paid at the Closing, except to the extent otherwise required by Law, and an amount equal to the aggregate par value of the Earnout Shares so issued will be credited to the capital account of PubCo. (e) To the extent that, prior to the fifth anniversary of the Closing, there is a bona fide third party transaction that results in PubCo Shares being converted into the right to receive cash or other consideration having a per share value (as adjusted for share splits, share dividends, reorganizations and recapitalisations, and in the case of any non-cash consideration, as provided in the definitive transactions documents for such transaction, or if not so provided, determined by the board of directors of PubCo in good faith) (i) equal to or in excess of any Earnout Condition that has not yet been satisfied, then the applicable Earnout Shares shall be issued to the relevant Shareholders effective as of immediately prior to the consummation of such transaction, or otherwise treated as so issued in connection therewith, so as to ensure that the recipients of such Earnout Shares shall receive such Earnout Shares, and all proceeds thereofOptions, in connection with and to facilitate the consummation of the transactions contemplated hereby, which shall include the power and authority for purposes of this Section 1.6(e): A. to give and receive notices and communications, B. to negotiate matters concerning EBIT and its calculation with the Parent Designee, C. to review and determine EBIT and to cooperate and work with Parent regarding such transaction, review and (ii) less than any Earnout Condition that has not yet been satisfied, then the contingent right and entitlement of such Shareholders to the applicable Earnout Shares shall be forfeited and cease to exist.determination,

Earnout. The parties acknowledge that the Purchase Price, as same may be modified by Section 3 herein, has been calculated generally by dividing the expected annual base rent from the Property (ai.e. $3,426,567) A Shareholder’s right by .082369 (the “Base Rent Divider”). In the event the Property is less than one hundred percent (100%) leased to receive Earnout Shares tenants satisfying the Occupancy Conditions described upon Exhibit L attached hereto and made a part hereof as of the Closing Date, only a portion of the full Purchase Price shall be funded at Closing and the balance of the Purchase Price (the “Unfunded Purchase Price”) shall be held by Purchaser pursuant to the terms of this Section 2.420. The Unfunded Purchase Price shall be calculated by dividing the aggregate pro forma annual base rent (per the attached Exhibit B) for the space within the Property for those tenants that do not then satisfy the Occupancy Conditions (the “Vacant Space”), if any, is by the Base Rent Divider. The balance of the Purchase Price shall be paid to Seller per the terms of this Agreement on the Closing Date (subject to Seller’s funding of the closing price deposits described below). As of PubCo Shares equaling or exceedingthe date hereof, the Vacant Space totals 8,400 square feet. The parties agree to enter into a mutually agreeable “Earnout Agreement” (attached as Exhibit K) at Closing which sets forth the terms and conditions for any 20 trading days during a 30 consecutive trading day periodthe Earnout, some of which are as follows: The term of the earnout period shall commence on the Closing Date and shall continue until the first to occur of (i) $12.00 per share a period of 36 months from the Closing Date, or (ii) the date the Vacant Space has been fully leased and is occupied by tenants then satisfying the Occupancy Conditions (the “First Earnout ConditionPeriod”), (ii) $14.00 per share (. During the “Second Earnout Condition”) or (iii) $16.00 per share (the “Third Earnout Condition”; and each term of the First, Second Earnout Period (and Third Earnout Conditions an “Earnout Condition”), as applicable, in each case as equitably adjusted for share splits, share dividends, reorganizations and recapitalisations. (b) As additional consideration for the transfer of Company Shares prior to PubCo pursuant to this Section 2, as promptly as reasonably practicable (but in any event, within ten Business Days) after the satisfaction of an Earnout Conditionthe Occupancy Conditions of any portion of the Vacant Space by a new tenant), PubCo Seller shall issue be responsible for the monthly pro rata share of taxes, insurance and allot or cause to be issued and allotted to each applicable Shareholder common area expenses (collectively, the applicable Earnout Shares. (c“Operating Expenses”) In the event that an Earnout Condition is not satisfied prior allocable to the fifth anniversary of the Vacant Space. To that end, Seller agrees to escrow with Escrow Agent at Closing, the contingent right and entitlement of such Shareholders to the applicable Earnout Shares shall be forfeited and cease to exist. (d) Any issuance of Earnout Shares shall be treated as an adjustment to the consideration paid at the Closing, except to the extent otherwise required by Law, and an amount equal to the estimated aggregate par value Operating Expenses for the Vacant Space payable during the Earnout Period (the “Operating Expense Escrow”). Purchaser shall draw down on the Operating Expense Escrow during the Earnout Period to pay any Operating Expenses allocable to the Vacant Space as same become due. Once any portion of the Vacant Space is leased to, and occupied by, a tenant then satisfying the Occupancy Conditions, Seller’s obligation to pay Purchaser the Operating Expenses allocable to that portion of the Vacant Space shall terminate and the balance of the Operating Expense Escrow allocable to said space shall be promptly paid to Seller. Upon the expiration of the Earnout Shares so issued will Period, the balance of the Operating Expense Escrow, if any, shall be credited paid to Seller. Seller shall continue to serve as the exclusive leasing agent for the Vacant Space during the Earnout Period and shall be responsible for all costs and expenses associated with leasing the Vacant Space, including without limitation, any brokerage commissions and tenant improvement allowances associated therewith. To that end, Seller agrees to escrow with Escrow Agent at Closing, an amount equal to (i) $15.00 per square foot of the Vacant Space for anticipated tenant improvement allowances applicable to the capital account Vacant Space, plus (ii) $3.00 per square foot of PubCo. the Vacant Space for anticipated leasing commissions applicable to the Vacant Space (ecollectively, the “Leasing Escrow”). As any portion of the Vacant Space is leased to tenants during the Earnout Period, Seller may draw down on the Leasing Escrow to pay any tenant improvement allowance and/or leasing commissions applicable to said lease, provided in no event shall the aggregate amount funded out of the Leasing Escrow for tenant improvement allowances exceed $15.00 per square foot of the aggregate amount of Vacant Space leased, nor shall the aggregate amount funded from the Leasing Escrow for leasing commissions exceed $3.00 per square foot of the aggregate amount of Vacant Space leased. Upon the expiration of the Earnout Period, a portion of the Leasing Escrow in an amount equal to the collective sum of the improvement allowances for the then Vacant Space and the leasing commissions applicable to the then Vacant Space shall be either: (y) To paid to Purchaser if the extent that, Vacant Space is not fully leased to tenants satisfying the Occupancy Conditions prior to the fifth anniversary expiration of the Closing, there Earnout Period; or (z) paid to Seller if the Vacant Space is a bona fide third party transaction that results fully leased to tenants satisfying the Occupancy Conditions prior to the expiration of the Earnout Period. Any amounts remaining in PubCo Shares being converted into the right Leasing Escrow after payment to receive cash or other consideration having a per share value Purchaser and/or Seller (as adjusted applicable), as provided immediately above shall be paid to Seller at the expiration of the Earnout Period. Additionally, if tenant improvement allowances exceed $15.00 per square foot of the aggregate amount of Vacant Space leased or leasing commissions exceed $3.00 per square foot of the aggregate amount of Vacant Space leased (including for share splitsspace which is being reconfigured for future leasing to a tenant) (e.g., share dividendsrelocation of walls and doorways), reorganizations Seller shall be responsible for payment of such shortfall from Seller’s funds without contribution therefor from Purchaser. All leases for the Vacant Space shall comply with the Leasing Parameters attached hereto as Exhibit F or shall otherwise be approved in writing by Purchaser. At such time as Seller provides Purchaser with a new lease for any portion of the Vacant Space (and recapitalisationssuch new occupant has satisfied the Occupancy Conditions), Purchaser shall, upon ten (10) days advance written notice from Seller, pay to Seller a portion of the Unfunded Purchase Price in an amount equal to the annual base rent payable under said new lease (such base rent in no event to exceed 110% of the pro forma annual base rent for such space per the attached Exhibit B) divided by the Base Rent Divider. Any portion of the Unfunded Purchase Price which remains unfunded as of the expiration of the Earnout Period shall then be deemed to be forfeited by Seller without any further act by Purchaser and shall be forever released from all obligations to fund any portion of the Unfunded Purchase Price thereafter. Purchaser shall act in a commercially reasonable manner and in good faith during its review and approval of any proposed new tenant and/or lease of the Vacant Space. Purchaser agrees to respond to Seller deliveries of tenant information and/or leases within five (5) business days after its receipt thereof by Purchaser, and in the case of event Purchaser fails to respond within an additional two (2) business days after a second notice, said proposed tenant and/or lease shall be deemed approved by Purchaser. In the event that any non-cash consideration, as provided in the definitive transactions documents for tenant and its new lease is approved (or deemed approved) and such transaction, or if not so provided, determined lease is signed by the board tenant and delivered to Purchaser but Purchaser fails to execute and deliver such lease within two (2) business days after receipt of directors of PubCo in good faith) (i) equal to or in excess of any Earnout Condition that has not yet been satisfiedthe second notice described above, then the applicable Earnout Shares lease shall be issued deemed to the relevant Shareholders effective have been executed by Purchaser as of immediately prior to the consummation sixth (6th) business day following Purchaser’s receipt of such transaction, or otherwise treated as so issued in connection therewith, so as to ensure that the recipients of such Earnout Shares shall receive such Earnout Shares, and all proceeds thereof, in connection with such transaction, and (ii) less than any Earnout Condition that has not yet been satisfied, then the contingent right and entitlement of such Shareholders to the applicable Earnout Shares shall be forfeited and cease to existsame.

Earnout. (a) Following the Closing, as additional consideration for the Company Shares acquired in connection with the Merger, within five (5) Business Days after the occurrence of a Triggering Event, Newco shall issue or cause to be issued to each applicable Eligible Company Equityholder pursuant to Section 4.11(f), with respect to each outstanding Company Share and Vested Company Option, as applicable, owned by such Eligible Company Equityholder immediately prior to the Effective Time, the applicable Per Share Earnout Consideration in connection with such Triggering Event (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to shares of Newco Class A Shareholder’s Common Stock occurring after the Closing and upon or prior to the applicable Triggering Event), upon the terms and subject to the conditions set forth in this Agreement. For the avoidance of doubt, the Eligible Company Equityholders (excluding Eligible Company Equityholders in their capacity as holders of Unvested Company Options or Unvested Company RSUs solely to the extent they are eligible to receive Earnout RSU Shares pursuant to Section 4.11(e)) with respect to each Triggering Event shall be entitled to receive Earnout Shares upon the occurrence of such Triggering Event; provided, however, that each Triggering Event shall only occur once, if at all. Holders of Vested Company Options that are unexercised, issued and outstanding immediately before the Effective Time, holders of Unvested Company Options that hold related Converted Options that are vested as of such Triggering Event and holders of Unvested Company RSUs that hold related Converted RSUs that are vested as of such Triggering Event shall in each case receive the applicable Per Share Earnout Consideration in accordance with this paragraph and Section 4.11(f) and shall not receive Earnout RSUs pursuant to Section 4.11(e). (b) At all times during the Earnout Period, Newco shall keep available for issuance a sufficient number of shares of unissued shares of Newco Class A Common Stock to permit Newco to satisfy in full its issuance obligations set forth in this Section 4.11 and shall take all actions reasonably required (including by convening any shareholder meeting and soliciting any required consents or approvals from shareholders) to increase the authorized number of shares of Newco Class A Common Stock if at any time there shall be insufficient unissued shares of Newco Class A Common Stock to permit such reservation. In no event will any right to receive Earnout Shares or Earnout RSU Shares be represented by any negotiable certificates of any kind, and in no event will any holder of a contingent right to receive Earnout Shares or Earnout RSU Shares take any steps that would render such rights readily marketable. (c) Newco shall take such actions as are reasonably requested by the Eligible Company Equityholders to evidence the issuances pursuant to this Section 2.44.11, if anyincluding through the provision of an updated register of members showing such issuances (as certified by a director or officer of Newco responsible for maintaining such register of members or the applicable registrar or transfer agent of Newco). (d) During the Earnout Period, Newco shall use reasonable best efforts for Newco to remain listed as a public company on, and for the shares of Newco Class A Common Stock (including, when issued, the Earnout Shares) to be tradable over the national securities exchange (as defined under Section 6 of the Exchange Act) on which the shares of Newco Class A Common Stock are then listed. (e) Notwithstanding anything to the contrary contained herein, in lieu of receiving Earnout Shares, holders of Unvested Company Options that are unexercised, issued and outstanding and holders of Unvested Company RSUs outstanding, in each case as of immediately prior to the Effective Time shall be issued Earnout RSUs upon the occurrence of a Trigging Event in accordance with this Section 4.11(e) to the extent the Converted Option related to such Unvested Company Option or the Converted RSU related to such Unvested Company RSU is outstanding and unvested as of the occurrence of a Triggering Event. If the Converted Option or Converted RSU related to such Unvested Company Option or Unvested Company RSU, as applicable, was forfeited after the Effective Time but prior to such Triggering Event, no Earnout RSUs will be issued for such Unvested Company Option or Unvested Company RSU, as applicable. The number of Earnout RSUs issued with respect to each Unvested Company Option shall be equal to (i) Per Share Earnout Consideration multiplied by (ii) the aggregate number of Company Shares underlying the applicable Unvested Company Option (assuming payment in cash of the exercise price of such Unvested Company Option) multiplied by (iii) the percentage of the shares of Newco Class A Common Stock subject to the closing price related Converted Option that are unvested as of PubCo Shares equaling or exceeding, for any 20 trading days during a 30 consecutive trading day period, the Triggering Event. The number of Earnout RSUs issued with respect to each Unvested Company RSU shall be equal to the (i) $12.00 per share (the “First Per Share Earnout Condition”), Consideration multiplied by (ii) $14.00 per share (the “Second Earnout Condition”) or aggregate number of Company Shares underlying the applicable Unvested Company RSU multiplied by (iii) $16.00 per share (the “Third Earnout Condition”; and each percentage of the Firstshares of Newco Class A Common Stock subject to the related Converted RSU that are unvested as of the Triggering Event. Each Earnout RSU shall be subject to forfeiture if the underlying vesting conditions of the applicable Converted Option associated with the Unvested Company Option or Converted RSU associated with the Unvested Company RSU are not attained, Second and Third such forfeiture restrictions shall lapse with respect to a pro rata portion of the Earnout Conditions RSUs held by each holder of Earnout RSUs upon the satisfaction of such underlying vesting conditions of the applicable Converted Option associated with the Unvested Company Option or Converted RSU associated with the Unvested Company RSU and the relevant Earnout RSU Shares shall be issued to such holder. Earnout RSUs that have been forfeited shall be reallocated pro rata to the other holders of Converted Options and Converted RSUs then outstanding with holders of vested Converted Options and Converted RSUs receiving Earnout RSU Shares and holders of unvested Converted Options and Converted RSUs receiving Earnout RSUs that vest pro-rata in accordance with the remaining vesting schedule of the underlying unvested Converted Option or Converted RSU.. Each Earnout RSU shall be subject to adjustment in accordance with Section 4.11(a) as if such Earnout RSU were an “Earnout Condition”Share, and shall not be entitled to dividends paid with respect to the shares of Newco Class A Common Stock during the forfeiture period. (f) In any issuance of shares of Newco Class A Common Stock to Eligible Company Equityholders pursuant to Section 4.11(a) or 4.11(e), each Eligible Company Equityholder shall receive a number of Earnout Shares or Earnout RSU Shares, as applicable, equal to the applicable Per Share Earnout Consideration multiplied by the sum of the number of Company Shares Outstanding and the number of shares of Company Common Stock issued or exercisable upon the exercise of all Company Options and settlement of Unvested Company RSUs, as applicable, in each case held by such Eligible Company Equityholder immediately before the Effective Time, subject to further adjustment and reallocation, to the extent applicable, as equitably adjusted for share splits, share dividends, reorganizations and recapitalisationsa result of forfeiture of any Earnout RSUs as provided in Section 4.11(e). (bg) As additional consideration for the transfer of Any Earnout Shares received by an Eligible Company Shares to PubCo Equityholder pursuant to this Section 24.11(a) shall be treated as additional shares of Newco Class A Common Stock received in the Merger for all applicable U.S. federal, state and local Tax purposes, except as promptly as reasonably practicable otherwise required by Applicable Law pursuant to a “final determination” within the meaning of Section 1313(a) of the Code (but in or any event, within ten Business Days) after the satisfaction similar provision of an Earnout Condition, PubCo shall issue and allot applicable U.S. state or cause to be issued and allotted to each applicable Shareholder the applicable Earnout Shareslocal Applicable Law). (ch) In the event The Parties intend that an Earnout Condition is not satisfied prior to the fifth anniversary none of the Closingrights to receive the Earnout Shares and any interest therein shall be deemed to be a “security” for purposes of any securities law of any jurisdiction. The right to receive the Earnout Shares are deemed contractual rights in connection with the Merger and the parties do not view the right to receive the Earnout Shares as an investment by the holders thereof. The right to receive the Earnout Shares will not be represented by any physical certificate or similar instrument. The right to receive the Earnout Shares does not represent an equity or ownership interest in any entity. No interest in the right to receive the Earnout Shares may be sold, transferred assigned, pledged, hypothecated, encumbered or otherwise disposed of, except by operation of law, and any attempt to do so shall be null and void. For the avoidance of doubt, (i) once issued, the contingent right and entitlement of such Shareholders to the applicable Earnout Shares shall be forfeited considered a “security” for purposes of any securities law of any jurisdiction and cease to exist. (d) Any issuance of Earnout Shares shall be treated as an adjustment to the consideration paid at the Closing, except to the extent otherwise required by Law, and an amount equal to the aggregate par value of the Earnout Shares so issued will be credited to the capital account of PubCo. (e) To the extent that, prior to the fifth anniversary of the Closing, there is a bona fide third party transaction that results in PubCo Shares being converted into the right to receive cash or other consideration having a per share value (as adjusted for share splits, share dividends, reorganizations and recapitalisations, and restrictions set forth in the case of any non-cash consideration, as provided in the definitive transactions documents for foregoing sentence shall not apply to such transaction, or if not so provided, determined by the board of directors of PubCo in good faith) (i) equal to or in excess of any Earnout Condition that has not yet been satisfied, then the applicable Earnout Shares shall be issued to the relevant Shareholders effective as of immediately prior to the consummation of such transaction, or otherwise treated as so issued in connection therewith, so as to ensure that the recipients of such Earnout Shares shall receive such Earnout Shares, and all proceeds thereof, in connection with such transaction, and (ii) less than any Earnout Condition that has not yet been satisfied, then the contingent right and entitlement of such Shareholders to the applicable no Earnout Shares shall be forfeited and cease to existincluded in the calculation of the aggregate number of shares of Newco Common Stock outstanding at or immediately after the Closing for purposes of this Agreement.

Earnout. (a) A Shareholder’s right to receive On the Closing Date, Parent shall deposit all of the Escrowed Earnout Shares pursuant with U.S. Bank, N.A. or another escrow agent mutually agreed to this Section 2.4, if any, is subject to by Parent and the closing price of PubCo Shares equaling or exceeding, for any 20 trading days during a 30 consecutive trading day period, (i) $12.00 per share Company (the “First Earnout ConditionEscrow Agent”), (ii) $14.00 per share to be held in an escrow account for the purpose of distributing such shares to the Company Stockholders upon the valuation of the ARS, as described in this Section 2.8. The Escrowed Earnout Shares shall be issued in the name of the Escrow Agent for the benefit of the Company Stockholders in accordance with the terms and conditions of this Section 2.8 and an agreement to be entered into at the Closing between Parent, the Company, the Stockholders’ Representative and the Escrow Agent, in customary form and substance as reasonably agreed to by Parent and the Company (the “Second Earnout Condition”) or (iii) $16.00 per share (the “Third Earnout Condition”; and each of the First, Second and Third Earnout Conditions an “Earnout ConditionEscrow Agreement”). The Escrow Agreement shall provide that the Escrow Agent shall execute consents in lieu of a stockholders’ meeting with respect to, or vote, the Escrowed Earnout Shares on all matters in the same proportion as applicable, the other Transaction Shares not held by the Escrow Agent are so voted or for which consents in each case as equitably adjusted for share splits, share dividends, reorganizations and recapitalisationslieu of a stockholders’ meeting are so executed. (b) As additional consideration for Subject to Section 2.8 hereof, upon the transfer last day of the forty-ninth (49th) month following the Closing Date (the “Earnout Distribution Date”), each Company Shares to PubCo Stockholder (other than Company Stockholders who properly exercised appraisal rights pursuant to this Section 2262 in connection with the Merger, which such Company Stockholders shall have the rights as promptly as reasonably practicable provided in Section 2.7(g)) shall receive from Parent that number of shares of Parent Common Stock equal to the difference between: (but in any event, within ten Business Daysi) after the satisfaction product of an multiplying (x) the Escrowed Earnout Condition, PubCo shall issue and allot or cause to be issued and allotted to each applicable Shareholder Shares by (y) such holder’s Pro Rata Percentage by (z) the applicable “Distribution Percentage of Escrowed Earnout Shares. (c) In ” set forth in the event that an Earnout Condition is not satisfied prior to the fifth anniversary far right column of the Closing, table set forth in Exhibit B attached hereto (the contingent right and entitlement “Earnout Calculation Table”) less (ii) the product of multiplying (y) the ARS Loss Share Equivalent by (z) such Shareholders to holder’s Pro Rata Percentage less (iii) the product of multiplying (y) the Municipal Derivative Litigation Liabilities Share Equivalent by (z) such holder’s Pro Rata Percentage less (iv) the product of multiplying (y) the Excess Dividend Share Equivalent by (z) such holder’s Pro Rata Percentage. The applicable Distribution Percentage of Escrowed Earnout Shares shall be forfeited and cease to exist. (d) Any issuance of Earnout Shares shall be treated as an adjustment to the consideration paid at the Closing, except to the extent otherwise required by Law, and an amount equal to the aggregate par value of the Earnout Shares so issued will be credited to the capital account of PubCo. (e) To the extent that, prior to the fifth anniversary of the Closing, there is a bona fide third party transaction that results in PubCo Shares being converted into the right to receive cash or other consideration having a per share value (as adjusted for share splits, share dividends, reorganizations and recapitalisations, and in the case of any non-cash consideration, as provided in the definitive transactions documents for such transaction, or if not so provided, determined by the board of directors of PubCo in good faith) (i) equal to or in excess of any Earnout Condition that has not yet been satisfied, then the applicable Earnout Shares shall be issued to the relevant Shareholders effective as of immediately prior to the consummation of such transaction, or otherwise treated as so issued in connection therewith, so as to ensure percentage that the recipients of such Earnout Shares shall receive such Earnout Shares, and all proceeds thereof, in connection with such transaction, and Aggregate ARS Market Value (ii) less than any Earnout Condition that has not yet been satisfied, then the contingent right and entitlement of such Shareholders to the applicable Earnout Shares shall be forfeited and cease to exist.as

Earnout. (a) A Shareholder’s right If the Revenue: (i) equals or exceeds $43,000,000 (the “Projected Revenue”), then Parent shall pay, or caused to receive be paid, to the Company Securityholders in accordance with their respective Pro Rata Portions, an aggregate amount equal to $25,000,000 (the “Projected Earnout”); (ii) equals 90% of the Projected Revenue ($38,700,000) (the “Revenue Floor”), then Parent shall pay, or caused to be paid, to the Company Securityholders in accordance with their respective Pro Rata Portions, an aggregate amount equal to $12,500,000 (the “Earnout Shares Floor”); (iii) is less than the Projected Revenue, but exceeds the Revenue Floor, then Parent shall pay or caused to be paid, to the Company Securityholders in accordance with their respective Pro Rata Portions, an aggregate amount calculated using straight line interpolation between the Earnout Floor and the Projected Earnout and the Revenue Floor and the Projected Revenue (for example, if the Revenue equals 95% of the Projected Revenue ($40,850,000), such calculated amount shall be $18,750,000); or (iv) is less than the Revenue Floor, Parent shall not be required to pay any amounts pursuant to this Section 2.41.14. Notwithstanding the foregoing, if anyfor all purposes of this Agreement, is subject the aggregate amount of the Earnout Payment payable to the closing price Company Securityholders shall be reduced by an amount, determined by the Securityholder Representative Committee and provided to Parent and the Paying Agent in writing, equal to the fees payable to TripleTree in connection with the earnout set forth in this Section 1.14 pursuant to the terms of PubCo Shares equaling or exceedingthe TripleTree Engagement Letter (such payment, the “TripleTree Earnout Payment”). Parent shall not be liable to any Company Stockholder for any 20 trading days during a 30 consecutive trading day period, (i) $12.00 per share (the “First Earnout Condition”), (ii) $14.00 per share (the “Second Earnout Condition”) or (iii) $16.00 per share (the “Third Earnout Condition”; and each of the First, Second and Third Earnout Conditions an “Earnout Condition”), as applicable, in each case as equitably adjusted for share splits, share dividends, reorganizations and recapitalisationsamount paid to TripleTree pursuant to this Section 1.14. (b) As additional consideration for the transfer of Company Shares to PubCo pursuant to this Section 2Within ninety (90) days after December 31, as promptly as reasonably practicable (but in any event2016, within ten Business Days) after the satisfaction of an Earnout Condition, PubCo Parent shall issue and allot or cause to be issued prepared and allotted delivered to the Securityholder Representative Committee a certificate (the “Earnout Certificate”), setting forth Parent’s good faith determination of the Revenue, the Earnout Payment and, in each applicable Shareholder the applicable Earnout Sharescase, a reasonably detailed calculation thereof. (c) In During the event that an thirty (30)-day period following delivery of the Earnout Condition is not satisfied prior Certificate to the fifth anniversary Securityholder Representative Committee, Parent will allow the Securityholder Representative Committee (and its Representatives) reasonable access to such books, records, work papers, employees and accountants of Parent and the ClosingSurviving Corporation used in or who have information used in calculating the amounts set forth in the Earnout Certificate as the Securityholder Representative Committee may reasonably request (including by electronic means, the contingent right and entitlement of such Shareholders to the applicable Earnout Shares extent available), and shall be forfeited and cease to existprovide such other cooperation as reasonably requested by the Securityholder Representative Committee. (d) Any issuance of Earnout Shares shall be treated as an adjustment to Within thirty (30) days following receipt by the consideration paid at the Closing, except to the extent otherwise required by Law, and an amount equal to the aggregate par value Securityholder Representative Committee of the Earnout Shares Certificate, the Securityholder Representative Committee shall deliver written notice to Parent of any dispute the Securityholder Representative Committee has with respect to the preparation or content of the Earnout Certificate. If the Securityholder Representative Committee does not so issued notify Parent of a dispute with respect to the Earnout Certificate within such thirty (30)-day period, the Earnout Certificate will be credited final, conclusive and binding on the Company Securityholders and the Securityholder Representative Committee. In the event of such notification of a dispute, Parent and the Securityholder Representative Committee shall negotiate in good faith to resolve such dispute. If Parent and the Securityholder Representative Committee, notwithstanding such good faith effort, fail to resolve such dispute within fifteen (15) days after the Securityholder Representative Committee advised Parent of its objections, then Parent and the Securityholder Representative Committee jointly shall engage a mutually agreed upon accounting firm (the “Earnout Accounting Firm”) to resolve such dispute. The Earnout Accounting Firm shall not have any material relationship with Parent, Merger Sub, the Securityholder Representative Committee or their respective Affiliates, and shall be chosen by and mutually acceptable to both Parent and the Securityholder Representative Committee; provided that if Parent and the Securityholder Representative Committee cannot agree on the appointment of the Earnout Accounting Firm, each shall select an independent accountant of nationally recognized standing and such independent accountants shall select a third to act as the Earnout Accounting Firm. The Earnout Accounting Firm shall make all determinations in accordance with this Agreement, shall make a determination of only those items remaining in dispute between Parent and the Securityholder Representative Committee within thirty (30) days of having the item referred to it pursuant to such procedures as it may require, and in doing so shall only be permitted or authorized to determine an amount with respect to any such disputed item that is either the amount of such disputed item as proposed by Parent in the Earnout Certificate or as proposed by the Securityholder Representative Committee in any notice of disagreement. All costs, fees and expenses of the Earnout Accounting Firm shall be allocated between Parent, on the one hand, and the Securityholder Representative Committee, on the other hand, in the same proportion that the aggregate amount of the disputed items so submitted to the capital account Earnout Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Earnout Accounting Firm) bears to the total disputed amount of PubCosuch items so submitted. The determination of the Earnout Accounting Firm shall be final and binding on the parties and non-appealable. (e) To From the extent thatClosing Date through and including December 31, prior 2016, Parent shall, and shall cause the Surviving Corporation and any of its Subsidiaries to, use commercially reasonable efforts to achieve the Projected Revenue and pay the Projected Earnout. Without limiting the generality of the foregoing, from the Closing Date through and including December 31, 2016, Parent shall not, and shall not authorize or permit its Affiliates (including the Surviving Corporation and any of its Subsidiaries) to take any action with the intent of avoiding or reducing the payment of the Earnout Payment. (f) Notwithstanding anything to the fifth anniversary contrary herein, the Projected Earnout shall be immediately due and payable if, at any time from the Closing Date through and including December 31, 2016, (A) Parent or a Group Company commences any proceeding in bankruptcy or for dissolution, liquidation, winding-up, or other relief under state or federal bankruptcy laws; (B) any such proceeding is commenced against Parent or a Group Company or a receiver or trustee is appointed for Parent or a Group Company or a substantial part of its respective property, and such proceeding or appointment is not dismissed or discharged within thirty (30) days after its commencement; (C) Parent or a Group Company (x) makes an assignment for the benefit of creditors, or (y) petitions or applies to any tribunal for the appointment of a custodian, receiver or trustee for all or substantially all of its assets or (z) has a receiver, custodian or trustee appointed for all or substantially all of its assets and such receiver, custodian or trustee is not discharged within thirty (30) days thereafter; (D) Parent or a Group Company admits its inability to, pay its debts when they become due; or (E) any Key Employee’s employment is terminated by Parent without “cause” or any Key Employee resigns from his employment for “Good Reason” (as defined in the applicable Employment Agreement), in each case, in accordance with the terms of the Closingapplicable Employment Agreement. (g) For purposes of this Agreement, there is a bona fide third party transaction the “Earnout Payment” means the aggregate amount payable by Parent pursuant to this Section 1.14, if any; provided that results in PubCo Shares being converted into no event shall the right to receive cash or other consideration having a per share value (as adjusted for share splits, share dividends, reorganizations and recapitalisations, and in Earnout Payment exceed the case of any non-cash consideration, as provided in the definitive transactions documents for such transaction, or if not so provided, determined by the board of directors of PubCo in good faith) (i) equal to or in excess of any Earnout Condition that has not yet been satisfied, then the applicable Earnout Shares shall be issued to the relevant Shareholders effective as of immediately prior to the consummation of such transaction, or otherwise treated as so issued in connection therewith, so as to ensure that the recipients of such Earnout Shares shall receive such Earnout Shares, and all proceeds thereof, in connection with such transaction, and (ii) less than any Earnout Condition that has not yet been satisfied, then the contingent right and entitlement of such Shareholders to the applicable Earnout Shares shall be forfeited and cease to existProjected Earnout.

Earnout. (a) A Shareholder’s right On or prior to receive Earnout Shares pursuant to this Section 2.4June 1, if any2007, is subject to Parent shall calculate the closing price of PubCo Shares equaling or exceedingearnings before interest and taxes generated by the Surviving Company during the period commencing on April 1, for any 20 trading days during a 30 consecutive trading day period2006 and ending on March 31, (i) $12.00 per share 2007 (the “First Earnout ConditionEBIT Period”) in accordance with GAAP (the “EBIT”) and shall deliver a written notice to the Representative setting forth the EBIT and its calculation thereof (the “EBIT Notice”), (ii) $14.00 per share (together with copies of such financial statements relied upon by Parent in preparing such calculation and such other documents as the “Second Earnout Condition”) or (iii) $16.00 per share (the “Third Earnout Condition”; and each Representative may reasonably request that Parent reasonably determines would support its calculation of the First, Second and Third Earnout Conditions an “Earnout Condition”), as applicable, in each case as equitably adjusted for share splits, share dividends, reorganizations and recapitalisationsEBIT. (b) As additional consideration for If the transfer Representative objects to Parent’s determination of Company Shares the EBIT, it shall deliver to PubCo Parent written notice of such objection within twenty (20) Business Days after its receipt of the EBIT Notice setting forth, in reasonable specificity, the nature of its dispute and its alternative calculation of the EBIT (an “EBIT Dispute Notice”). If the Representative does not timely deliver to Parent an EBIT Dispute Notice, it shall be deemed to have agreed to Parent’s determination of the EBIT, which shall be final and binding. If the Representative does timely deliver to Parent an EBIT Dispute Notice, and Parent and the Representative are unable to mutually agree on the EBIT within twenty (20) Business Days following receipt by Parent of the EBIT Dispute Notice, Parent and the Representative shall engage McGladrey & ▇▇▇▇▇▇, LLP (the “Earnout Dispute Accountants”) to review, in accordance with GAAP, the EBIT Notice and the EBIT Dispute Notice (and all related information) and to finally determine the EBIT, which determination shall be final and binding on all parties absent manifest error. The costs of the Earnout Dispute Accountants shall be borne by the party (either Parent or the Stockholders as a group, jointly and severally) whose determination of the EBIT was farthest from the determination of the EBIT by the Earnout Dispute Accountants, or equally by Parent and the Stockholders as a group, jointly and severally, if the determination by the Earnout Dispute Accountants is equidistant between the determinations of the parties, provided that, any costs payable by the Stockholders shall be deducted from the Earnout Payment payable pursuant to this Section 2, as promptly as reasonably practicable (but in any event, within ten Business Days) after 2.4 to the satisfaction of an Earnout Condition, PubCo shall issue and allot or cause to be issued and allotted to each applicable Shareholder the applicable Earnout Sharesextent possible. (c) In If, upon final determination of the event that EBIT (whether upon agreement of the parties or by the Earnout Dispute Accountants) (the “Final Determination Date”), the EBIT is less than $450,000 (the “Minimum EBIT Target”), the Stockholders shall be eligible to receive an Earnout Condition is not satisfied prior aggregate earnout payment of $2,586,400, subject to the fifth anniversary provisions of the Closing, the contingent right and entitlement of such Shareholders to the applicable Earnout Shares shall be forfeited and cease to exist. (dSections 2.4(e) Any issuance of Earnout Shares shall be treated as an adjustment to the consideration paid at the Closing, except to the extent otherwise required by Law, and an amount equal to the aggregate par value of the Earnout Shares so issued will be credited to the capital account of PubCo. (e) To the extent that, prior to the fifth anniversary of the Closing, there is a bona fide third party transaction that results in PubCo Shares being converted into the right to receive cash or other consideration having a per share value (as adjusted for share splits, share dividends, reorganizations and recapitalisations, and in the case of any non-cash consideration, as provided in the definitive transactions documents for such transaction, or if not so provided, determined by the board of directors of PubCo in good faith) (i) equal to or in excess of any Earnout Condition that has not yet been satisfied, then the applicable Earnout Shares shall be issued to the relevant Shareholders effective as of immediately prior to the consummation of such transaction, or otherwise treated as so issued in connection therewith, so as to ensure that the recipients of such Earnout Shares shall receive such Earnout Shares, and all proceeds thereof, in connection with such transaction, and (ii) less than any Earnout Condition that has not yet been satisfied, then the contingent right and entitlement of such Shareholders to the applicable Earnout Shares shall be forfeited and cease to exist.f). If