Common use of Earnout Clause in Contracts

Earnout. (a) For each of the fiscal years ending December 31, 2017 and December 31, 2018 (each such fiscal year, an “Earnout Period”), the Partnership shall prepare and deliver to Proppants, within 90 days after the end of each such fiscal year, a written notice specifying the calculation of Partnership Adjusted EBITDA for such fiscal year (the “Partnership Adjusted EBITDA Notice”). If Partnership Adjusted EBITDA for an Earnout Period is (i) less than 85% of the amount set forth on Schedule A for such Earnout Period, then Acquisition Co. shall have no obligation to pay Proppants any additional amount with respect to such Earnout Period, (ii) 85% or more, but less than the amount set forth on Schedule A for such Earnout Period, then Acquisition Co. shall pay Proppants an additional $10.0 million with respect to the Contribution Transactions in respect of such Earnout Period, or (iii) equal to or in excess of the amount set forth on Schedule A for such Earnout Period, then Acquisition Co. shall pay Proppants $20.0 million with respect to the Contribution Transactions in respect of such Earnout Period. In addition, if total Partnership Adjusted EBITDA for both of the fiscal years ending December 31, 2017 and December 31, 2018, in the aggregate, equals or exceeds the combined amount set forth on Schedule A for both such fiscal years, then Acquisition Co. shall pay Proppants an additional $25.0 million with respect to the Contribution Transactions in respect of such two fiscal year period. All payments hereunder shall be made in cash or in Common Units, at the election of the Partnership, within 30 days after the final determination of Partnership Adjusted EBITDA with respect to the applicable period as set forth in this Section 2.3. For the avoidance of doubt, the aggregate amount of additional payments under this Section 2.3 with respect to all periods shall not exceed $65.0 million. If the Partnership sells all or substantially all of its assets to a third party, or if a third party acquires all of the outstanding Common Units of the Partnership, then the financial metrics set forth in this Section 2.3 shall be deemed to have been satisfied at the maximum amount provided herein and Proppants shall be entitled to receive a payment (in cash or in Common Units, at the election of the Partnership) equal to $65.0 million less the sum of all previous payments to Proppants under this Section 2.3. (b) If Proppants objects to the calculation of Partnership Adjusted EBITDA with respect to an Earnout Period as set forth in the Partnership Adjusted EBITDA Notice, then Proppants shall provide the Partnership with written notice of same (which notice shall contain a reasonably detailed explanation of the basis for such objection) (such notice, an “Objection Notice”) within 30 days after the receipt of the Partnership Adjusted EBITDA Notice. If Proppants fails to object to the calculation of Partnership Adjusted EBITDA with respect to an Earnout Period as set forth in the Partnership Adjusted EBITDA Notice within such 30 days period, then Proppants shall be deemed to have agreed with and accepted the Partnership’s calculation of Partnership Adjusted EBITDA with respect to such Earnout Period for all purposes of this Agreement. If Proppants timely provides an Objection Notice as contemplated by this Section 2.3(b), then, for a period of 30 days after the Partnership’s receipt of such Objection Notice (the “Dispute Resolution Period”), the Partnership shall (i) provide Proppants with reasonable access to the books, records (including work papers, schedules, memoranda and other documents), supporting data, facilities and employees of the Partnership for purposes of evaluating the calculation of Partnership Adjusted EBITDA and (ii) reasonably cooperate with Proppants and its representatives in connection with such review, including providing on a timely basis all other information reasonably necessary or useful in connection with the review of the calculation of Partnership Adjusted EBITDA. (c) If Proppants provides an Objection Notice in accordance with Section 2.3(b) and the Partnership and Proppants cannot agree on the calculation of Partnership Adjusted EBITDA during the Dispute Resolution Period, then the Partnership and Proppants will submit their respective calculations of the items in dispute (including any adjustments the parties wish to make as a result of negotiations up to the date of such submission) to an accounting firm of national standing agreed to by the Partnership and Proppants (the “Accountant”). The Accountant will review each party’s calculations, and with respect to each disputed item, make a selection as to which of the disputed items presented to it is, in the aggregate, more accurate (selecting one of such items without interpolation or adjustment). The decision of the Accountant will be made within 20 days after being engaged, or as soon thereafter as reasonably practicable, and will be final and binding on the parties hereto. The costs and expenses of the Accountant will be split evenly by the Partnership and Proppants. Each of the Partnership and Proppants will make available to the Accountant all reasonably relevant books and records relating to the calculations submitted and all other information reasonably requested by the Accountant for purposes of evaluating the calculation of Partnership Adjusted EBITDA. (d) The Conflicts Committee shall review and approve the calculation of Partnership Adjusted EBITDA as determined under this Section 2.3.

Earnout. (a) For each After the Closing, subject to the terms and conditions set forth herein, the Company Shareholders shall have the contingent right to receive, as additional consideration from Pubco, a number of additional Pubco Ordinary Shares (the fiscal years “Earnout Shares”), equal to (i) $150,000,000 divided by (ii) the Redemption Price (subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing, including to account for any equity securities into which such shares are exchanged or converted), based on Pubco achieving a forecasted consolidated gross revenue milestone for the calendar year ending December 31, 2017 and December 31, 2018 (each such fiscal year, an 2023 ( the “Earnout Period”), . The Company Shareholders shall be entitled to receive all of the Partnership Earnout Shares (and their right to receive the Earnout Shares shall prepare vest and deliver to Proppants, within 90 days after become due and issuable) in the end event that the consolidated gross revenue of each such fiscal year, a written notice specifying Pubco and its Subsidiaries (including the calculation of Partnership Adjusted EBITDA Company for such fiscal year (the “Partnership Adjusted EBITDA Notice”). If Partnership Adjusted EBITDA for an Earnout Period is (i) less than 85% of the amount set forth on Schedule A for such Earnout Periodfull period, then Acquisition Co. shall have no obligation to pay Proppants any additional amount with respect to such Earnout Period, (ii) 85% or more, but less than the amount set forth on Schedule A for such Earnout Period, then Acquisition Co. shall pay Proppants an additional $10.0 million with respect including periods prior to the Contribution Transactions in respect of such Earnout Period, or (iiiClosing) equal to or in excess of for the amount set forth on Schedule A for such Earnout Period, then Acquisition Co. shall pay Proppants $20.0 million with respect to the Contribution Transactions in respect of such Earnout Period. In addition, if total Partnership Adjusted EBITDA for both of the fiscal years calendar year ending December 31, 2017 and December 312023 (the “2023 Gross Revenue”), 2018, as reported in the aggregate, equals or exceeds the combined amount set forth on Schedule A for both such fiscal years, then Acquisition Co. shall pay Proppants an additional $25.0 million with respect to the Contribution Transactions in respect of such two fiscal year period. All payments hereunder shall be made in cash or in Common Units, at the election of the Partnership, within 30 days after the final determination of Partnership Adjusted EBITDA with respect to the applicable period as audited financial statements set forth in this Section 2.3Pubco’s annual report on Form 10-K as filed with the SEC, is at least $52,000,000 (the “Earnout Milestone”). The Parties acknowledge that the Earnout Milestone is based on the Company’s forecasted sales revenue for the calendar year 2023. For the avoidance of doubt, in the aggregate amount of additional payments under this Section 2.3 with respect to all periods event that the Earnout Milestone is not met during the Earnout Period, the Company Shareholders shall not exceed $65.0 million. If the Partnership sells all or substantially all of its assets to a third party, or if a third party acquires all of the outstanding Common Units of the Partnership, then the financial metrics set forth in this Section 2.3 shall be deemed to have been satisfied at the maximum amount provided herein and Proppants shall be entitled to receive a payment (in cash or in Common Units, at the election any of the Partnership) equal to $65.0 million less the sum of all previous payments to Proppants under this Section 2.3Earnout Shares. (b) If Proppants objects Pubco will include in its annual report on Form 10-K filed with the SEC for the fiscal year ending December 31, 2023, the amount of 2023 Gross Revenue and the Earnout Shares the Company Shareholders are entitled to receive for the Earnout Period, in each case determined in accordance with this Agreement. Promptly after the filing of Pubco’s Form 10-K, ▇▇▇▇▇’s Chief Financial Officer (the “CFO”) will prepare and deliver to the calculation of Partnership Adjusted EBITDA with respect to an Major Shareholders and the Sponsor a written statement (the “Earnout Period as set forth in the Partnership Adjusted EBITDA Notice, then Proppants shall provide the Partnership with written notice of same (which notice shall contain a reasonably detailed explanation of the basis for such objection) (such notice, an “Objection NoticeStatement”) within 30 days after that sets forth the receipt of the Partnership Adjusted EBITDA Notice. If Proppants fails to object to the calculation of Partnership Adjusted EBITDA with respect to an Earnout Period as set forth in the Partnership Adjusted EBITDA Notice within such 30 days period, then Proppants shall be deemed to have agreed with and accepted the PartnershipCFO’s calculation of Partnership Adjusted EBITDA with respect the 2023 Gross Revenue and the Earnout Shares the Company Shareholders are entitled to such Earnout Period for all purposes of this Agreement. If Proppants timely provides an Objection Notice as contemplated by this Section 2.3(b), then, for a period of 30 days after the Partnership’s receipt of such Objection Notice (the “Dispute Resolution Period”), the Partnership shall (i) provide Proppants with reasonable access to the books, records (including work papers, schedules, memoranda and other documents), supporting data, facilities and employees of the Partnership for purposes of evaluating the calculation of Partnership Adjusted EBITDA and (ii) reasonably cooperate with Proppants and its representatives in connection with such review, including providing on a timely basis all other information reasonably necessary or useful in connection with the review of the calculation of Partnership Adjusted EBITDAreceive. (c) If Proppants provides an Objection Notice Pubco will issue and deliver Earnout Shares in accordance with Section 2.3(b) and the Partnership and Proppants cannot agree amount set forth in the Earnout Statement to the Company Shareholders within seven Business Days after the filing of the Form 10-K. The Earnout Shares will be allocated among Company Shareholders pro rata according to the number of Company Shares held by such Company Shareholder on the calculation of Partnership Adjusted EBITDA during the Dispute Resolution Period, then the Partnership and Proppants will submit their respective calculations of the items in dispute (including any adjustments the parties wish to make as a result of negotiations up to the date of such submission) to an accounting firm of national standing agreed to by the Partnership and Proppants (the “Accountant”). The Accountant will review each party’s calculations, and with respect to each disputed item, make a selection as to which of the disputed items presented to it is, in the aggregate, more accurate (selecting one of such items without interpolation or adjustment). The decision of the Accountant will be made within 20 days after being engaged, or as soon thereafter as reasonably practicable, and will be final and binding on the parties hereto. The costs and expenses of the Accountant will be split evenly by the Partnership and Proppants. Each of the Partnership and Proppants will make available to the Accountant all reasonably relevant books and records relating to the calculations submitted and all other information reasonably requested by the Accountant for purposes of evaluating the calculation of Partnership Adjusted EBITDAClosing Date. (d) The Conflicts Committee If during the Earnout Period, Pubco or any of its Subsidiaries (including any of the Target Companies) acquires another business or enters into a line of business other than the normal business activities of the Target Companies conducted as of the Closing Date, then the 2023 Gross Revenue shall review be computed to include the financial results of the acquired business or other line of business, from the date of its acquisition or establishment, on a consolidated basis with Pubco and approve its Subsidiaries, including the calculation Target Companies. (e) Pubco hereby agrees that until the final determination of Partnership Adjusted EBITDA as determined under whether the Earnout Milestone has been satisfied, it will use its best efforts to maintain a financial reporting system that enables the parties to calculate the 2023 Gross Revenue for purposes of this Section 2.32.7. (f) Following the Closing (including during the Earnout Period), Pubco and its Subsidiaries, including the Target Companies, will be entitled to operate their respective businesses based upon the business requirements of Pubco and its Subsidiaries. Each of Pubco and its Subsidiaries, including the Target Companies will be permitted, following the Closing (including during the Earnout Period), to make changes at its sole discretion to its operations, organization, personnel, accounting practices and other aspects of its business, including actions that may affect the 2023 Gross Revenue and the ability of the Company Shareholders to earn the Earnout Shares, and neither the Company Shareholders nor any other holder of Pubco Securities will have any right to claim losses due to the effect the exercise of such discretion may have on the number of Earnout Shares. Notwithstanding the foregoing, Pubco shall not, and shall cause its Subsidiaries, including the Target Companies, to not, take or omit to take any action that is in bad faith and has the primary purpose of avoiding, reducing or preventing the achievement or attainment of the Earnout Milestone.

Earnout. (a) For each After the Closing, subject to the terms and conditions set forth herein, the Earnout Sellers shall have the contingent right to receive their Earnout Pro Rata Share of up to a number of additional shares of Purchaser Class A Common Stock equal to fifty-four million (54,000,000) multiplied by the Purchased Share Percentage (subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing, including to account for any equity securities into which such shares are exchanged or converted) (the “Earnout Shares”), as additional consideration from the Purchaser based on the performance of the fiscal years ending December 31, 2017 and December 31, 2018 Purchaser Class A Common Stock during the five (each such fiscal year, an 5) year period after the Closing (the “Earnout Period”). The Earnout Sellers’ right to receive the Earnout Shares shall vest and become due and issuable as follows: (i) in the event that the VWAP of the Purchaser Class A Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, the Partnership shall prepare stock dividends, reorganizations and deliver to Proppants, within 90 days after the end of each such fiscal year, a written notice specifying the calculation of Partnership Adjusted EBITDA for such fiscal year recapitalizations) (the “Partnership Adjusted EBITDA NoticeTier I Share Price Target”). If Partnership Adjusted EBITDA ) for an Earnout Period is twenty (i20) less than 85% of Trading Days within any thirty (30) Trading Day period during the amount set forth on Schedule A for such Earnout Period, then Acquisition Co. then, subject to the terms and conditions of this Agreement, the Earnout Sellers shall have no obligation be entitled to pay Proppants receive a number of Earnout Shares equal to fifteen million (15,000,000) multiplied by the Purchased Share Percentage; (ii) in the event that the VWAP of the Purchaser Class A Common Stock equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) (the “Tier II Share Price Target”) for twenty (20) Trading Days within any additional amount with respect to such thirty (30) Trading Day period during the Earnout Period, then, subject to the terms and conditions of this Agreement, the Earnout Sellers shall be entitled to receive an additional number of Earnout Shares equal to eighteen million (ii18,000,000) 85% multiplied by the Purchased Share Percentage; and (iii) in the event that the VWAP of the Purchaser Class A Common Stock equals or moreexceeds $17.50 per share (as adjusted for stock splits, but less than stock dividends, reorganizations and recapitalizations) (the amount set forth on Schedule A “Tier III Share Price Target” and, together with the Tier I Share Price Target and the Tier II Share Price Target, the “Share Price Targets”) for such twenty (20) Trading Days within any thirty (30) Trading Day period during the Earnout Period, then Acquisition Co. shall pay Proppants an additional $10.0 million with respect then, subject to the Contribution Transactions in respect terms and conditions of such this Agreement, the Earnout Sellers shall be entitled to receive the remaining Earnout Shares equal to twenty-one million (21,000,000) multiplied by the Purchased Share Percentage. In the event that an applicable Share Price Target is not met during the Earnout Period, or (iii) equal the Earnout Sellers shall not be entitled to or in excess receive the applicable portion of the amount set forth on Schedule A for such Earnout Period, then Acquisition Co. shall pay Proppants $20.0 million with respect to the Contribution Transactions in respect of such Earnout Period. In addition, if total Partnership Adjusted EBITDA for both of the fiscal years ending December 31, 2017 and December 31, 2018, in the aggregate, equals or exceeds the combined amount set forth on Schedule A for both such fiscal years, then Acquisition Co. shall pay Proppants an additional $25.0 million with respect to the Contribution Transactions in respect of such two fiscal year period. All payments hereunder shall be made in cash or in Common Units, at the election of the Partnership, within 30 days after the final determination of Partnership Adjusted EBITDA with respect to the applicable period as set forth in this Section 2.3Shares. For the avoidance of doubt, Earnout Shares shall vest and be issued only in connection with the aggregate first achievement of an applicable Share Price Target during the Earnout Period, and the Earnout Sellers shall not be entitled to Earnout Shares for any subsequent achievement of a Share Price Target that has already been achieved and for which Earnout Shares have been issued. The achievement of any Share Price Target shall be deemed to include the achievement of any lower Share Price Target, and the Purchaser shall issue the Earnout Shares attributable to each Share Price Target together (upon which such lower included Share Price Targets shall be deemed achieved and no further Earnout Shares shall become payable upon subsequent achievements of such lower included Share Price Targets). (b) Notwithstanding the foregoing, in the event that during the Earnout Period (i) the Purchaser is subject to a Change of Control or (ii) the Purchaser engages in a “going private” transaction pursuant to Rule 13e-3 under the Exchange Act, in either case of clauses (i) or (ii), at an express or implied price per share in the applicable transaction (the “Triggering Transaction Price”) in an amount equal to or greater than a Share Price Target for which Earnout Shares have not previously vested (a “Triggering Event”), then, subject to the terms and conditions of additional payments under this the Agreement, the Earnout Sellers shall be entitled to receive such Earnout Seller’s Earnout Pro Rata Share of any Earnout Shares for which the Triggering Transaction Price is in excess of any Share Price Targets that have not previously been achieved and for which the related Earnout Shares have not previously vested. (c) Purchaser’s Chief Financial Officer (the “CFO”) shall monitor the VWAP of Purchaser Class A Common Stock on each Trading Day during the Earnout Period, and as soon as practicable (and in any event within ten (10) Business Days) after the end of each monthly anniversary of the Closing during the Earnout Period, the CFO will prepare and deliver to each of the Seller Representative and the Purchaser Representative (each, a “Representative Party”) a written statement (each, an “Earnout Statement”) that sets forth (i) the VWAP of Purchaser Class A Common Stock on each Trading Day for such monthly anniversary period then ended and the preceding monthly period and (ii) whether a Share Price Target has been achieved during the preceding two (2) monthly anniversary periods. Similarly, as soon as practicable, and in any event within five (5) Business Days after a Triggering Event, the CFO will send an Earnout Statement to each Representative Party indicating that a Triggering Event has occurred, along with the details of such Triggering Event. Each Representative Party will have ten (10) Business Days after its receipt of an Earnout Statement to review it, and each Representative Party and its Representatives on its behalf may make inquiries to the CFO and related Purchaser and Company personnel and advisors regarding questions concerning or disagreements with the Earnout Statement arising in the course of their review thereof, and Purchaser and the Company shall provide reasonable cooperation in connection therewith. If either Representative Party has any objections to an Earnout Statement, such Representative Party shall deliver to the Purchaser (to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Representative Party within ten (10) Business Days following the date of delivery of each Earnout Statement, then such Representative Party will have waived its right to contest such Earnout Statement and the calculation of the VWAP of Purchaser Class A Common Stock during the applicable portion of the Earnout Period (and whether a Share Price Target has been achieved) or whether a Triggering Event has occurred as set forth therein. If such written statement is delivered by a Representative Party within such ten (10) Business Day period, then the Representative Parties shall negotiate in good faith to resolve any such objections for a period of ten (10) Business Day thereafter. If the Representative Parties do not reach a final resolution within such ten (10) Business Day period, then upon the written request of either Representative Party the Representative Parties will refer the dispute to the Independent Expert for final resolution of the dispute in accordance with Section 2.3 1.3(d). (d) If a dispute with respect to all periods shall not exceed $65.0 million. If an Earnout Statement is submitted in accordance with this Section 1.3 to the Partnership sells all or substantially all of its assets to a third partyIndependent Expert for final resolution, or if a third party acquires all of the outstanding Common Units of Parties will follow the Partnership, then the financial metrics procedures set forth in this Section 2.3 shall be deemed to have been satisfied at the maximum amount provided herein and Proppants shall be entitled to receive a payment (in cash or in Common Units, at the election 1.3(d). Each of the Partnership) equal Seller Representative and the Purchaser Representative agrees to $65.0 million less execute, if requested by the sum of all previous payments to Proppants under this Section 2.3. (b) If Proppants objects to the calculation of Partnership Adjusted EBITDA Independent Expert, a reasonable engagement letter with respect to an Earnout Period as set forth in the Partnership Adjusted EBITDA Notice, then Proppants shall provide determination to be made by the Partnership with written notice of same (which notice shall contain a reasonably detailed explanation Independent Expert. All fees and expenses of the basis for such objection) (such noticeIndependent Expert, an “Objection Notice”) within 30 days after and all other out-of-pocket costs and expenses incurred by a Representative Party in connection with resolving any dispute hereunder before the receipt Independent Expert, will be borne by the Purchaser. The Independent Expert will determine only those issues still in dispute as of the Partnership Adjusted EBITDA NoticeIndependent Expert Notice Date and the Independent Expert’s determination will be based solely upon and consistent with the terms and conditions of this Agreement. If Proppants fails to object to The determination by the calculation of Partnership Adjusted EBITDA with respect to an Earnout Period as set forth in the Partnership Adjusted EBITDA Notice within such 30 days period, then Proppants shall Independent Expert will be deemed to have agreed with and accepted the Partnership’s calculation of Partnership Adjusted EBITDA based solely on presentations with respect to such Earnout Period for all purposes of this Agreement. If Proppants timely provides an Objection Notice as contemplated disputed items by this Section 2.3(b), then, for a period of 30 days after the Partnership’s receipt of such Objection Notice (Purchaser Representative and the “Dispute Resolution Period”), the Partnership shall (i) provide Proppants with reasonable access Seller Representative to the booksIndependent Expert and not on the Independent Expert’s independent review with the Independent Expert making its determination with respect to each issue by selecting the applicable position submitted by either the Purchaser Representative or Seller Representative in their respective presentation; provided, records (including that such presentations will be deemed to include any work papers, schedulesrecords, memoranda and other documents), supporting data, facilities and employees of accounts or similar materials delivered to the Partnership for purposes of evaluating the calculation of Partnership Adjusted EBITDA and (ii) reasonably cooperate with Proppants and its representatives Independent Expert by a Representative Party in connection with such reviewpresentations and any materials delivered to the Independent Expert in response to requests by the Independent Expert. Each of the Seller Representative and the Purchaser Representative will use their reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each such Representative Party will be entitled, as part of its presentation, to respond to the presentation of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including providing on a timely basis all other information reasonably necessary or useful this Section 1.3. It is the intent of the parties hereto that the activities of the Independent Expert in connection with the review of the calculation of Partnership Adjusted EBITDA. herewith are not (cand should not be considered to be or treated as) If Proppants provides an Objection Notice in accordance with Section 2.3(b) arbitration proceeding or similar arbitral process and the Partnership and Proppants cannot agree on the calculation of Partnership Adjusted EBITDA during the Dispute Resolution Period, then the Partnership and Proppants will submit their respective calculations of the items in dispute that no formal arbitration rules should be followed (including any adjustments the parties wish rules with respect to make as a result of negotiations up to the date of such submission) to an accounting firm of national standing agreed to by the Partnership procedures and Proppants (the “Accountant”discovery). The Accountant Representative Parties will review each partyrequest that the Independent Expert’s calculations, and with respect to each disputed item, make a selection as to which of the disputed items presented to it is, in the aggregate, more accurate (selecting one of such items without interpolation or adjustment). The decision of the Accountant will determination be made within 20 forty-five (45) days after being engagedits engagement, or as soon thereafter as reasonably practicablepossible, will be set forth in a written statement delivered to the Representative Parties and will be final final, conclusive, non-appealable and binding on for all purposes hereunder (other than for fraud or manifest error). (e) If there is a final determination in accordance with this Section 1.3 that the parties hereto. The costs and expenses Earnout Sellers are entitled to receive any of the Accountant Earnout Shares for having achieved a Share Price Target or as a result of a Triggering Event having occurred, the applicable portion of the Earnout Shares will be split evenly by due upon such final determination and Purchaser will deliver such shares to the Partnership Earnout Sellers within ten (10) Business Days thereafter, with each Earnout Seller receiving its Earnout Pro Rata Share of such Earnout Shares. (f) Following the Closing (including during the Earnout Period), Purchaser and Proppantsits Subsidiaries, including the Target Companies, will be entitled to operate their respective businesses based upon the business requirements of Purchaser and its Subsidiaries. Each of Purchaser and its Subsidiaries, including the Partnership Target Companies will be permitted, following the Closing (including during the Earnout Period), to make changes at its sole discretion to its operations, organization, personnel, accounting practices and Proppants other aspects of its business, including actions that may have an impact on, the VWAP of Purchaser Class A Common Stock and the ability of the Earnout Sellers to earn the Earnout Shares, and the Earnout Sellers will make available not have any right to claim the Accountant loss of all reasonably relevant books or any portion of any Earnout Shares or other damages as a result of such decisions. Notwithstanding the foregoing, Purchaser shall not, and records relating shall cause its Subsidiaries, including the Target Companies, to not, take or omit to take any action that is in bad faith and has the calculations submitted and all other information reasonably requested by primary purpose of avoiding, reducing or preventing the Accountant for purposes achievement or attainment of evaluating the calculation of Partnership Adjusted EBITDAShare Price Targets. (dg) The Conflicts Committee shall review TAG Partners Ltd., as a Signing Seller, on behalf of itself and approve its transferees and assignees, hereby (i) acknowledges and agrees that it and its transferees and assignees will not be entitled to receive any portion of the calculation of Partnership Adjusted EBITDA as determined Earnout Shares under this Section 2.3Agreement for its Purchased Shares, and that the Earnout Shares will instead go to all of the other Sellers under this Agreement, and (ii) irrevocably waives any potential rights, claims or actions with respect to the Earnout Shares or its failure to receive any Earnout Shares or its resulting disproportionately lower consideration for its Purchased Shares under this Agreement.

Earnout. (a) For each of After the fiscal years ending December 31Closing, 2017 and December 31, 2018 (each such fiscal year, an “Earnout Period”), the Partnership shall prepare and deliver to Proppants, within 90 days after the end of each such fiscal year, a written notice specifying the calculation of Partnership Adjusted EBITDA for such fiscal year (the “Partnership Adjusted EBITDA Notice”). If Partnership Adjusted EBITDA for an Earnout Period is (i) less than 85% of the amount set forth on Schedule A for such Earnout Period, then Acquisition Co. shall have no obligation to pay Proppants any additional amount with respect to such Earnout Period, (ii) 85% or more, but less than the amount set forth on Schedule A for such Earnout Period, then Acquisition Co. shall pay Proppants an additional $10.0 million with respect subject to the Contribution Transactions in respect of such Earnout Period, or (iii) equal to or in excess of the amount set forth on Schedule A for such Earnout Period, then Acquisition Co. shall pay Proppants $20.0 million with respect to the Contribution Transactions in respect of such Earnout Period. In addition, if total Partnership Adjusted EBITDA for both of the fiscal years ending December 31, 2017 terms and December 31, 2018, in the aggregate, equals or exceeds the combined amount set forth on Schedule A for both such fiscal years, then Acquisition Co. shall pay Proppants an additional $25.0 million with respect to the Contribution Transactions in respect of such two fiscal year period. All payments hereunder shall be made in cash or in Common Units, at the election of the Partnership, within 30 days after the final determination of Partnership Adjusted EBITDA with respect to the applicable period as conditions set forth in this Section 2.34.4, the Company Shareholders as will be set forth in Exhibit H to the Acquisition Agreement (the “Earnout Shareholders”) shall have the right to receive in the aggregate up to a maximum of an additional 4,000,000 Purchaser Class A Ordinary Shares (subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing, including to account for any equity securities into which such shares are exchanged or converted) (the “Earnout Shares”). The Earnout Shareholders’ right to receive the Earnout Shares shall vest and become due and issuable as follows: (i) in the event that, between one (1) month after the Closing Date and the date that is twelve (12) months after the Closing Date, the VWAP of the Purchaser Class A Ordinary Shares over any twenty (20) Trading Days within any thirty (30) Trading Day period is greater than or equal to $15 (“Earnout Event 1”), then the Earnout Shareholders shall be entitled to receive 1,000,000 Earnout Shares, with each Earnout Shareholder receiving its Pro Rata Portion thereof. (ii) in the event that the revenue of the Purchaser and its Subsidiaries on a consolidated basis by or before the first full fiscal year after the Closing Date, calculated based on a full fiscal year, as set forth in the consolidated audited financial statements in the annual report of the Purchaser for that year, is equal to or exceeds $50,000,000 (“Earnout Event 2”), then the Earnout Shareholders shall be entitled to receive 1,000,000 Earnout Shares, with each Earnout Shareholder receiving its Pro Rata Portion thereof. (iii) in the event that the revenue of the Purchaser and its Subsidiaries on a consolidated basis by or before the second full financial year after the Closing Date, calculated based on a full fiscal year, as set forth in the consolidated audited financial statements in the annual report of the Purchaser for that year, is equal to or exceeds $100,000,000 (“Earnout Event 3”), then the Earnout Shareholders shall be entitled to receive 2,000,000 Earnout Shares, less any Earnout Shares previously issued in connection with Earnout Event 2, such that any Earnout Shares already issued under Earnout Event 2 shall not be reissued under this Section 4.4(a)(iii), with each Earnout Shareholder receiving its Pro Rata Portion thereof. (iv) in the event that the revenue of the Purchaser and its Subsidiaries on a consolidated basis by or before the third full financial year after the Closing Date, calculated based on a full fiscal year, as set forth in the consolidated audited financial statements in the annual report of the Purchaser for that year, is equal to or exceeds $200,000,000 (“Earnout Event 4”, together with Earnout Event 1, Earnout Event 2 and Earnout Event 3, the “Earnout Events” and each, an “Earnout Event”), then the Earnout Shareholders shall be entitled to receive 3,000,000 Earnout Shares, less any Earnout Shares previously issued in connection with Earnout Event 2 and/or Earnout Event 3, such that any Earnout Shares already issued under Earnout Event 2 or Earnout Event 3 shall not be reissued under this Section 4.4(a)(iv), with each Earnout Shareholder receiving its Pro Rata Portion thereof. (b) In the event that the applicable Earnout Event has not occurred during the applicable period, the Earnout Shareholders shall not be entitled to receive the applicable portion of the Earnout Shares. For the avoidance of doubt, each Earnout Shareholder shall be entitled to receive Earnout Shares only upon the aggregate amount occurrence of additional payments under this Section 2.3 with respect to all periods each Earnout Event; provided, however, that (i) each Earnout Event may only occur once, if at all, (ii) the total number of Earnout Shares shall not exceed $65.0 million4,000,000, and (iii) in no event shall any Earnout Shareholder be entitled to receive, nor shall the Purchaser be obligated to issue to such Earnout Shareholder, more than the product of (1) the total amount of Earnout Shares specified in Section 4.4(a) for such Earnout Event (as adjusted) multiplied by (2) the applicable Pro Rata Portion of such Earnout Shareholder for such Earnout Event. (c) In the event of a Change of Control Transaction, any amount of the Earnout Shares not previously issued will be vested immediately prior to such Change of Control Transaction. If A “Change of Control Transaction” means: (i) the Partnership sells sale of all or substantially all of its the consolidated assets of Purchaser and Purchaser Subsidiaries to a third party, or if a third third-party acquires all of the outstanding Common Units of the Partnership, then the financial metrics set forth in this Section 2.3 shall be deemed to have been satisfied at the maximum amount provided herein and Proppants shall be entitled to receive a payment (in cash or in Common Units, at the election of the Partnership) equal to $65.0 million less the sum of all previous payments to Proppants under this Section 2.3. (b) If Proppants objects to the calculation of Partnership Adjusted EBITDA with respect to an Earnout Period as set forth in the Partnership Adjusted EBITDA Notice, then Proppants shall provide the Partnership with written notice of same (which notice shall contain a reasonably detailed explanation of the basis for such objection) (such notice, an “Objection Notice”) within 30 days after the receipt of the Partnership Adjusted EBITDA Notice. If Proppants fails to object to the calculation of Partnership Adjusted EBITDA with respect to an Earnout Period as set forth in the Partnership Adjusted EBITDA Notice within such 30 days period, then Proppants shall be deemed to have agreed with and accepted the Partnership’s calculation of Partnership Adjusted EBITDA with respect to such Earnout Period for all purposes of this Agreement. If Proppants timely provides an Objection Notice as contemplated by this Section 2.3(b), then, for a period of 30 days after the Partnership’s receipt of such Objection Notice (the “Dispute Resolution Period”), the Partnership shall (i) provide Proppants with reasonable access to the books, records (including work papers, schedules, memoranda and other documents), supporting data, facilities and employees of the Partnership for purposes of evaluating the calculation of Partnership Adjusted EBITDA and purchaser; (ii) reasonably cooperate with Proppants and its representatives a sale resulting in connection with such review, including providing on no less than a timely basis all other information reasonably necessary or useful in connection with the review majority of the calculation of Partnership Adjusted EBITDA. (c) If Proppants provides an Objection Notice in accordance with Section 2.3(b) and the Partnership and Proppants cannot agree on the calculation of Partnership Adjusted EBITDA during the Dispute Resolution Period, then the Partnership and Proppants will submit their respective calculations voting power of the items in dispute (including any adjustments the parties wish to make as Purchaser being held by a result of negotiations up to the date of such submission) to an accounting firm of national standing agreed to by the Partnership and Proppants (the “Accountant”). The Accountant will review each party’s calculations, and with respect to each disputed item, make Person that did not own a selection as to which majority of the disputed items presented voting power prior to it issuch sale; or (iii) a merger, consolidation, recapitalization or reorganization of Purchaser with or into a third-party purchaser that results in the aggregate, more accurate (selecting one of such items without interpolation or adjustment). The decision inability of the Accountant will be made within 20 days after being engaged, pre-transaction equity holders to designate or as soon thereafter as reasonably practicable, and will be final and binding on the parties hereto. The costs and expenses elect a majority of the Accountant will be split evenly by the Partnership and Proppants. Each Board of Directors (or its equivalent) of the Partnership and Proppants will make available to the Accountant all reasonably relevant books and records relating to the calculations submitted and all other information reasonably requested by the Accountant for purposes of evaluating the calculation of Partnership Adjusted EBITDAresulting entity or its parent company. (d) The Conflicts Committee shall review and approve the calculation of Partnership Adjusted EBITDA as determined under this Section 2.3.

Earnout. (ai) For each As additional consideration for the Transferred Assets, subject to the provisions of Section 1.3(b)(ii), the Purchaser shall pay to the Sellers an amount, if any, determined in accordance with this Section 1.3(b) (the “Earnout Amount”). (A) Earnout Year 1. In the event that CPMRC Content Orders for the period from the Closing Date to the end of the Purchaser’s fiscal years year ending December 31, 2017 2008 (“Earnout Year 1”) is at least $2,700,000 (the “Earnout Year 1 Target”), the Purchaser shall pay to the Sellers an aggregate amount of $1,500,000 (“Year 1 Earnout Amount”) in accordance with the terms of this Agreement. In the event that the CPMRC Content Orders during Earnout Year 1 is less than $2,700,000, the Purchaser shall pay to the Sellers a proportional amount of the Year 1 Earnout Amount that is equal to the product of (1) the Year 1 Earnout Amount multiplied by (2) a fraction, the numerator of which is the amount of CPMRC Content Orders during Earnout Year 1 and the denominator of which is the Earnout Year 1 Target. For example, if CPMRC Content Orders during Earnout Year 1 is $1,800,000, the Purchaser would pay to the Sellers 66.667% of the Year 1 Earnout Amount, or $1,000,000. (B) Earnout Year 2. In the event that CPMRC Content Orders during the Purchaser’s fiscal year ending December 31, 2018 2009 (each such fiscal year“Earnout Year 2”, and together with Earnout Year 1, each, an “Earnout PeriodYear”) of at least $3,600,000 (the “Earnout Year 2 Target”), the Partnership shall prepare and deliver to Proppants, within 90 days after the end of each such fiscal year, a written notice specifying the calculation of Partnership Adjusted EBITDA for such fiscal year (the “Partnership Adjusted EBITDA Notice”). If Partnership Adjusted EBITDA for an Earnout Period is (i) less than 85% of the amount set forth on Schedule A for such Earnout Period, then Acquisition Co. shall have no obligation to pay Proppants any additional amount with respect to such Earnout Period, (ii) 85% or more, but less than the amount set forth on Schedule A for such Earnout Period, then Acquisition Co. Purchaser shall pay Proppants an additional $10.0 million with respect to the Contribution Transactions in respect of such Earnout Period, or (iii) equal to or in excess of the amount set forth on Schedule A for such Earnout Period, then Acquisition Co. shall pay Proppants $20.0 million with respect to the Contribution Transactions in respect of such Earnout Period. In addition, if total Partnership Adjusted EBITDA for both of the fiscal years ending December 31, 2017 and December 31, 2018, in the aggregate, equals or exceeds the combined amount set forth on Schedule A for both such fiscal years, then Acquisition Co. shall pay Proppants Sellers an additional $25.0 million with respect to the Contribution Transactions in respect of such two fiscal year period. All payments hereunder shall be made in cash or in Common Units, at the election of the Partnership, within 30 days after the final determination of Partnership Adjusted EBITDA with respect to the applicable period as set forth in this Section 2.3. For the avoidance of doubt, the aggregate amount of additional payments under this Section 2.3 with respect to all periods shall not exceed $65.0 million. If the Partnership sells all or substantially all of its assets to a third party, or if a third party acquires all of the outstanding Common Units of the Partnership, then the financial metrics set forth in this Section 2.3 shall be deemed to have been satisfied at the maximum amount provided herein and Proppants shall be entitled to receive a payment 1,500,000 (in cash or in Common Units, at the election of the Partnership) equal to $65.0 million less the sum of all previous payments to Proppants under this Section 2.3. (b) If Proppants objects to the calculation of Partnership Adjusted EBITDA with respect to an “Year 2 Earnout Period as set forth in the Partnership Adjusted EBITDA Notice, then Proppants shall provide the Partnership with written notice of same (which notice shall contain a reasonably detailed explanation of the basis for such objection) (such notice, an “Objection NoticeAmount”) within 30 days after in accordance with the receipt of the Partnership Adjusted EBITDA Notice. If Proppants fails to object to the calculation of Partnership Adjusted EBITDA with respect to an Earnout Period as set forth in the Partnership Adjusted EBITDA Notice within such 30 days period, then Proppants shall be deemed to have agreed with and accepted the Partnership’s calculation of Partnership Adjusted EBITDA with respect to such Earnout Period for all purposes terms of this Agreement. If Proppants timely provides an Objection Notice as contemplated by this Section 2.3(b), then, for a period of 30 days after In the Partnership’s receipt of such Objection Notice (event that the “Dispute Resolution Period”)CPMRC Content Orders during Earnout Year 2 is less than $3,600,000, the Partnership Purchaser shall (i) provide Proppants with reasonable access pay to the books, records (including work papers, schedules, memoranda and other documents), supporting data, facilities and employees Sellers a proportional amount of the Partnership for purposes Year 2 Earnout Amount that is equal to the product of evaluating (1) the calculation Year 2 Earnout Amount multiplied by (2) a fraction, the numerator of Partnership Adjusted EBITDA and (ii) reasonably cooperate with Proppants and its representatives in connection with such review, including providing on a timely basis all other information reasonably necessary or useful in connection with which is the review amount of the calculation of Partnership Adjusted EBITDA. (c) If Proppants provides an Objection Notice in accordance with Section 2.3(b) CPMRC Content Orders during Earnout Year 2 and the Partnership and Proppants cannot agree on denominator of which is the calculation of Partnership Adjusted EBITDA during the Dispute Resolution Period, then the Partnership and Proppants will submit their respective calculations of the items in dispute (including any adjustments the parties wish to make as a result of negotiations up to the date of such submission) to an accounting firm of national standing agreed to by the Partnership and Proppants (the “Accountant”). The Accountant will review each party’s calculations, and with respect to each disputed item, make a selection as to which of the disputed items presented to it is, in the aggregate, more accurate (selecting one of such items without interpolation or adjustment). The decision of the Accountant will be made within 20 days after being engaged, or as soon thereafter as reasonably practicable, and will be final and binding on the parties hereto. The costs and expenses of the Accountant will be split evenly by the Partnership and Proppants. Each of the Partnership and Proppants will make available to the Accountant all reasonably relevant books and records relating to the calculations submitted and all other information reasonably requested by the Accountant for purposes of evaluating the calculation of Partnership Adjusted EBITDAEarnout Year 2 Target. (d) The Conflicts Committee shall review and approve the calculation of Partnership Adjusted EBITDA as determined under this Section 2.3.

Earnout. (a) For each of After the fiscal years ending December 31Closing, 2017 and December 31, 2018 (each such fiscal year, an “Earnout Period”), the Partnership shall prepare and deliver to Proppants, within 90 days after the end of each such fiscal year, a written notice specifying the calculation of Partnership Adjusted EBITDA for such fiscal year (the “Partnership Adjusted EBITDA Notice”). If Partnership Adjusted EBITDA for an Earnout Period is (i) less than 85% of the amount set forth on Schedule A for such Earnout Period, then Acquisition Co. shall have no obligation to pay Proppants any additional amount with respect to such Earnout Period, (ii) 85% or more, but less than the amount set forth on Schedule A for such Earnout Period, then Acquisition Co. shall pay Proppants an additional $10.0 million with respect subject to the Contribution Transactions in respect of such Earnout Period, or (iii) equal to or in excess of the amount set forth on Schedule A for such Earnout Period, then Acquisition Co. shall pay Proppants $20.0 million with respect to the Contribution Transactions in respect of such Earnout Period. In addition, if total Partnership Adjusted EBITDA for both of the fiscal years ending December 31, 2017 terms and December 31, 2018, in the aggregate, equals or exceeds the combined amount set forth on Schedule A for both such fiscal years, then Acquisition Co. shall pay Proppants an additional $25.0 million with respect to the Contribution Transactions in respect of such two fiscal year period. All payments hereunder shall be made in cash or in Common Units, at the election of the Partnership, within 30 days after the final determination of Partnership Adjusted EBITDA with respect to the applicable period as conditions set forth in this Section 2.34.4, the Company Shareholders set out in Exhibit F (the “Earnout Shareholders”) shall have the right to receive in the aggregate up to a maximum of an additional 4,000,000 Purchaser Class A Ordinary Shares (subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing, including to account for any equity securities into which such shares are exchanged or converted) (the “Earnout Shares”). The Earnout Shareholders’ right to receive the Earnout Shares shall vest and become due and issuable as follows: (i) in the event that, between one (1) month after the Closing Date and the date that is twenty-four (24) months after the Closing Date, the VWAP of the Purchaser Class A Ordinary Shares over any twenty (20) Trading Days within any thirty (30) Trading Day period is greater than or equal to $15 (“Earnout Event 1”), then the Earnout Shareholders shall be entitled to receive 1,000,000 Earnout Shares, with each Earnout Shareholder receiving its Pro Rata Portion thereof. (ii) in the event that the revenue of the Purchaser and its Subsidiaries on a consolidated basis by or before the first full fiscal year after the Closing Date, calculated based on a full fiscal year, as set forth in the consolidated audited financial statements in the annual report of the Purchaser for that year, is equal to or exceeds $50,000,000 (“Earnout Event 2”), then the Earnout Shareholders shall be entitled to receive 1,000,000 Earnout Shares, with each Earnout Shareholder receiving its Pro Rata Portion thereof. (iii) in the event that the revenue of the Purchaser and its Subsidiaries on a consolidated basis by or before the second full financial year after the Closing Date, calculated based on a full fiscal year, as set forth in the consolidated audited financial statements in the annual report of the Purchaser for that year, is equal to or exceeds $100,000,000 (“Earnout Event 3”), then the Earnout Shareholders shall be entitled to receive 2,000,000 Earnout Shares, less any Earnout Shares previously issued in connection with Earnout Event 2, such that any Earnout Shares already issued under Earnout Event 2 shall not be reissued under this Section 4.4(a)(iii), with each Earnout Shareholder receiving its Pro Rata Portion thereof. (iv) in the event that the revenue of the Purchaser and its Subsidiaries on a consolidated basis by or before the third full financial year after the Closing Date, calculated based on a full fiscal year, as set forth in the consolidated audited financial statements in the annual report of the Purchaser for that year, is equal to or exceeds $200,000,000 (“Earnout Event 4”, together with Earnout Event 1, Earnout Event 2 and Earnout Event 3, the “Earnout Events” and each, an “Earnout Event”), then the Earnout Shareholders shall be entitled to receive 3,000,000 Earnout Shares, less any Earnout Shares previously issued in connection with Earnout Event 2 and/or Earnout Event 3, such that any Earnout Shares already issued under Earnout Event 2 or Earnout Event 3 shall not be reissued under this Section 4.4(a)(iv), with each Earnout Shareholder receiving its Pro Rata Portion thereof. (b) In the event that the applicable Earnout Event has not occurred during the applicable period, the Earnout Shareholders shall not be entitled to receive the applicable portion of the Earnout Shares. For the avoidance of doubt, each Earnout Shareholder shall be entitled to receive Earnout Shares only upon the aggregate amount occurrence of additional payments under this Section 2.3 with respect to all periods each Earnout Event; provided, however, that (i) each Earnout Event may only occur once, if at all, (ii) the total number of Earnout Shares shall not exceed $65.0 million4,000,000, and (iii) in no event shall any Earnout Shareholder be entitled to receive, nor shall the Purchaser be obligated to issue to such Earnout Shareholder, more than the product of (1) the total amount of Earnout Shares specified in Section 4.4(a) for such Earnout Event (as adjusted) multiplied by (2) the applicable Pro Rata Portion of such Earnout Shareholder for such Earnout Event. (c) In the event of a Change of Control Transaction, any amount of the Earnout Shares not previously issued will be vested immediately prior to such Change of Control Transaction. If A “Change of Control Transaction” means: (i) the Partnership sells sale of all or substantially all of its the consolidated assets of Purchaser and Purchaser Subsidiaries to a third party, or if a third third-party acquires all of the outstanding Common Units of the Partnership, then the financial metrics set forth in this Section 2.3 shall be deemed to have been satisfied at the maximum amount provided herein and Proppants shall be entitled to receive a payment (in cash or in Common Units, at the election of the Partnership) equal to $65.0 million less the sum of all previous payments to Proppants under this Section 2.3. (b) If Proppants objects to the calculation of Partnership Adjusted EBITDA with respect to an Earnout Period as set forth in the Partnership Adjusted EBITDA Notice, then Proppants shall provide the Partnership with written notice of same (which notice shall contain a reasonably detailed explanation of the basis for such objection) (such notice, an “Objection Notice”) within 30 days after the receipt of the Partnership Adjusted EBITDA Notice. If Proppants fails to object to the calculation of Partnership Adjusted EBITDA with respect to an Earnout Period as set forth in the Partnership Adjusted EBITDA Notice within such 30 days period, then Proppants shall be deemed to have agreed with and accepted the Partnership’s calculation of Partnership Adjusted EBITDA with respect to such Earnout Period for all purposes of this Agreement. If Proppants timely provides an Objection Notice as contemplated by this Section 2.3(b), then, for a period of 30 days after the Partnership’s receipt of such Objection Notice (the “Dispute Resolution Period”), the Partnership shall (i) provide Proppants with reasonable access to the books, records (including work papers, schedules, memoranda and other documents), supporting data, facilities and employees of the Partnership for purposes of evaluating the calculation of Partnership Adjusted EBITDA and purchaser; (ii) reasonably cooperate with Proppants and its representatives a sale resulting in connection with such review, including providing on no less than a timely basis all other information reasonably necessary or useful in connection with the review majority of the calculation of Partnership Adjusted EBITDA. (c) If Proppants provides an Objection Notice in accordance with Section 2.3(b) and the Partnership and Proppants cannot agree on the calculation of Partnership Adjusted EBITDA during the Dispute Resolution Period, then the Partnership and Proppants will submit their respective calculations voting power of the items in dispute (including any adjustments the parties wish to make as Purchaser being held by a result of negotiations up to the date of such submission) to an accounting firm of national standing agreed to by the Partnership and Proppants (the “Accountant”). The Accountant will review each party’s calculations, and with respect to each disputed item, make Person that did not own a selection as to which majority of the disputed items presented voting power prior to it issuch sale; or (iii) a merger, consolidation, recapitalization or reorganization of Purchaser with or into a third-party purchaser that results in the aggregate, more accurate (selecting one of such items without interpolation or adjustment). The decision inability of the Accountant will be made within 20 days after being engaged, pre-transaction equity holders to designate or as soon thereafter as reasonably practicable, and will be final and binding on the parties hereto. The costs and expenses elect a majority of the Accountant will be split evenly by the Partnership and Proppants. Each Board of Directors (or its equivalent) of the Partnership and Proppants will make available to the Accountant all reasonably relevant books and records relating to the calculations submitted and all other information reasonably requested by the Accountant for purposes of evaluating the calculation of Partnership Adjusted EBITDAresulting entity or its parent company. (d) The Conflicts Committee shall review and approve the calculation of Partnership Adjusted EBITDA as determined under this Section 2.3.

Earnout. (ai) For each During the period commencing on the Business Combination Closing through the fifth anniversary following the Business Combination Closing (the “Earnout End Date”), unless the closing price of the fiscal years ending December 31Company’s Class A Shares (or any successor class of common shares listed on The New York Stock Exchange or The Nasdaq Stock Market) equals or exceeds $12.25 per share (as adjusted for share splits, 2017 dividends, reorganizations, recapitalizations and December 31the like) for any 20 trading days within any 30 consecutive trading day period or the Company completes a liquidation, 2018 merger, share exchange or other similar transaction that results in all of its common shareholders having the right to exchange their common equity for consideration in cash, securities or other property which equals or exceeds $12.25 per share (as adjusted for share splits, dividends, reorganizations, recapitalizations and the like) (each such fiscal year, an “Earnout PeriodCondition”), on the Partnership shall prepare and deliver to Proppants, within 90 days after the end of each such fiscal year, a written notice specifying the calculation of Partnership Adjusted EBITDA for such fiscal year Earnout End Date or promptly thereafter (the “Partnership Adjusted EBITDA NoticeEarnout Forfeiture Date”). If Partnership Adjusted EBITDA , each BSOF Entity acknowledges and agrees that it shall surrender for an Earnout Period is no consideration any and all rights to such number of Class B Shares (iincluding any Class A Shares into which such Class B Shares are convertible) less than 85equal to 30.0% of the amount set forth on Schedule A for number of Class B Shares held by such Earnout Period, then Acquisition Co. shall have no obligation to pay Proppants any additional amount with respect to such Earnout Period, (ii) 85% or more, but less than BSOF Entity immediately following the amount set forth on Schedule A for such Earnout Period, then Acquisition Co. shall pay Proppants an additional $10.0 million with respect to the Contribution Transactions in respect of such Earnout Period, or (iii) equal to or in excess closing of the amount set forth on Schedule A IPO (after accounting for such any forfeitures required pursuant to Section 1(c) hereto) (the “Earnout Period, then Acquisition Co. shall pay Proppants $20.0 million with respect to the Contribution Transactions in respect of such Earnout Period. In addition, if total Partnership Adjusted EBITDA for both of the fiscal years ending December 31, 2017 and December 31, 2018, in the aggregate, equals or exceeds the combined amount set forth on Schedule A for both such fiscal years, then Acquisition Co. shall pay Proppants an additional $25.0 million with respect to the Contribution Transactions in respect of such two fiscal year period. All payments hereunder shall be made in cash or in Common Units, at the election of the Partnership, within 30 days after the final determination of Partnership Adjusted EBITDA with respect to the applicable period as set forth in this Section 2.3Shares”). For the avoidance of doubt, the aggregate amount number of additional payments under this Section 2.3 with respect to all periods shall not exceed $65.0 million. If Earnout Shares immediately following the Partnership sells all or substantially all of its assets to a third party, or if a third party acquires all closing of the outstanding Common Units of the Partnership, then the financial metrics set forth in this Section 2.3 IPO shall be deemed to have been satisfied at the maximum amount provided herein and Proppants shall be entitled to receive a payment (in cash or in Common Units, at the election of the Partnership) equal to $65.0 million less the sum of all previous payments to Proppants under this Section 2.3157,500 Class B Shares. (bii) If Proppants objects to Each BSOF Entity agrees that it shall not Transfer (as defined herein) any Earnout Shares until the calculation earlier of Partnership Adjusted EBITDA with respect to an Earnout Period as set forth in the Partnership Adjusted EBITDA Notice, then Proppants shall provide the Partnership with written notice of same (which notice shall contain a reasonably detailed explanation of the basis for such objection) (such notice, an “Objection Notice”) within 30 days after the receipt of the Partnership Adjusted EBITDA Notice. If Proppants fails to object to the calculation of Partnership Adjusted EBITDA with respect to an Earnout Period as set forth in the Partnership Adjusted EBITDA Notice within such 30 days period, then Proppants shall be deemed to have agreed with and accepted the Partnership’s calculation of Partnership Adjusted EBITDA with respect to such Earnout Period for all purposes of this Agreement. If Proppants timely provides an Objection Notice as contemplated by this Section 2.3(b), then, for a period of 30 days after the Partnership’s receipt of such Objection Notice (the “Dispute Resolution Period”), the Partnership shall (i) provide Proppants with reasonable access to the books, records (including work papers, schedules, memoranda and other documents), supporting data, facilities and employees date on which one or more of the Partnership for purposes of evaluating the calculation of Partnership Adjusted EBITDA Earnout Conditions has been satisfied and (ii) reasonably cooperate with Proppants and its representatives the Earnout Forfeiture Date. For the avoidance of doubt, the foregoing lock-up provisions are in connection with such review, including providing addition to the lock-up provisions applicable to each BSOF Entity’s Class B Shares contained elsewhere in this Agreement. Any attempted Transfer of Earnout Shares prior to the earlier of (i) the date on a timely basis all other information reasonably necessary which one or useful in connection with the review more of the calculation Earnout Conditions has been satisfied and (ii) the Earnout Forfeiture Date, or any attempted Transfer of Partnership Adjusted EBITDA. (c) If Proppants provides an Objection Notice in accordance with Section 2.3(b) and the Partnership and Proppants cannot agree on the calculation of Partnership Adjusted EBITDA during the Dispute Resolution Period, then the Partnership and Proppants will submit their respective calculations of the items in dispute (including any adjustments the parties wish to make as a result of negotiations up to the date of such submission) Earnout Shares pursuant to an accounting firm of national standing agreed agreement entered into prior to by the Partnership such date, shall be prohibited and Proppants (the “Accountant”). The Accountant will review each party’s calculations, and with respect to each disputed item, make a selection as to which of the disputed items presented to it is, in the aggregate, more accurate (selecting one of such items without interpolation or adjustment). The decision of the Accountant will be made within 20 days after being engaged, or as soon thereafter as reasonably practicable, and will be final and binding on the parties hereto. The costs and expenses of the Accountant will be split evenly by the Partnership and Proppants. Each of the Partnership and Proppants will make available to the Accountant all reasonably relevant books and records relating to the calculations submitted and all other information reasonably requested by the Accountant for purposes of evaluating the calculation of Partnership Adjusted EBITDAvoid ab initio. (d) The Conflicts Committee shall review and approve the calculation of Partnership Adjusted EBITDA as determined under this Section 2.3.

Earnout. (a) For each of After the fiscal years ending December 31Closing, 2017 and December 31, 2018 (each such fiscal year, an “Earnout Period”), the Partnership shall prepare and deliver to Proppants, within 90 days after the end of each such fiscal year, a written notice specifying the calculation of Partnership Adjusted EBITDA for such fiscal year (the “Partnership Adjusted EBITDA Notice”). If Partnership Adjusted EBITDA for an Earnout Period is (i) less than 85% of the amount set forth on Schedule A for such Earnout Period, then Acquisition Co. shall have no obligation to pay Proppants any additional amount with respect to such Earnout Period, (ii) 85% or more, but less than the amount set forth on Schedule A for such Earnout Period, then Acquisition Co. shall pay Proppants an additional $10.0 million with respect subject to the Contribution Transactions in respect of such Earnout Period, or (iii) equal to or in excess of the amount set forth on Schedule A for such Earnout Period, then Acquisition Co. shall pay Proppants $20.0 million with respect to the Contribution Transactions in respect of such Earnout Period. In addition, if total Partnership Adjusted EBITDA for both of the fiscal years ending December 31, 2017 terms and December 31, 2018, in the aggregate, equals or exceeds the combined amount set forth on Schedule A for both such fiscal years, then Acquisition Co. shall pay Proppants an additional $25.0 million with respect to the Contribution Transactions in respect of such two fiscal year period. All payments hereunder shall be made in cash or in Common Units, at the election of the Partnership, within 30 days after the final determination of Partnership Adjusted EBITDA with respect to the applicable period as conditions set forth in this Section 2.34.4, the Principal Shareholders shall have the right to receive in the aggregate up to an additional 2,000,000 Purchaser Class A Ordinary Shares (subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing, including to account for any equity securities into which such shares are exchanged or converted) (the “Earnout Shares”). The Principal Shareholders’ right to receive the Earnout Shares shall vest and become due and issuable as follows: (i) in the event that, from and after the Closing Date until the date that is 18 months after the Closing Date, the VWAP of the Purchaser Class A Ordinary Shares over any twenty (20) Trading Days within any thirty (30) Trading Day period is greater than or equal to $15.00 (“Earnout Event 1”), then the Principal Shareholders shall be entitled to receive 1,000,000 Earnout Shares, with each Principal Shareholder receiving its Pro Rata Portion thereof; (ii) in the event that the net profit of the Purchaser and its Subsidiaries on a consolidated basis for any four consecutive fiscal quarters during the six fiscal quarters commencing from the first day of the next fiscal quarter after the Closing Date, calculated based on (i) if such four consecutive fiscal quarters correspond to a full fiscal year, the consolidated audited financial statements set forth in the annual report of the Purchaser for that year, and (ii) for the other fiscal quarters, the consolidated audited or unaudited financial statements set forth in the applicable quarterly reports or earnings release of the Purchaser, in each case filed or furnished with the SEC, is equal to or exceeds $3,825,000 (“Earnout Event 2”, together with Earnout Event 1, the “Earnout Events” and each, an “Earnout Event”), then the Principal Shareholders shall be entitled to receive 1,000,000 Earnout Shares, with each Principal Shareholder receiving its Pro Rata Portion thereof. (b) In the event that the applicable Earnout Event has not occurred during the applicable period, the Principal Shareholders shall not be entitled to receive the applicable portion of the Earnout Shares. For the avoidance of doubt, the aggregate amount of additional payments under this Section 2.3 with respect to all periods shall not exceed $65.0 million. If the Partnership sells all or substantially all of its assets to a third party, or if a third party acquires all of the outstanding Common Units of the Partnership, then the financial metrics set forth in this Section 2.3 shall be deemed to have been satisfied at the maximum amount provided herein and Proppants each Principal Shareholder shall be entitled to receive a payment Earnout Shares only upon the occurrence of each Earnout Event; provided, however, that each Earnout Event may only occur once, if at all, and, with respect to each Earnout Event, in no event shall any Principal Shareholder be entitled to receive, nor shall the Purchaser be obligated to issue to such Principal Shareholder, more than the product of (i) the total amount of Earnout Shares specified in cash or in Common Units, at Section 4.4(a) for such Earnout Event (as adjusted) multiplied by (ii) the election applicable Pro Rata Portion of the Partnership) equal to $65.0 million less the sum of all previous payments to Proppants under this Section 2.3such Principal Shareholder for such Earnout Event. (bc) If Proppants objects The right of the Principal Shareholders to receive the Earnout Shares shall not entitle the holders thereof to any voting or dividend rights otherwise granted to holders of Purchaser Class A Ordinary Shares (if any) prior to the calculation issuance of Partnership Adjusted EBITDA with respect such shares. For the avoidance of doubt, Purchaser shall not be required to issue Purchaser Class A Ordinary Shares to the extent not permitted to do so by applicable Law, including by way of an exemption from registration under applicable securities laws. (d) Any Earnout Period Shares issued hereunder to the Principal Shareholders shall be subject to the restrictions and lock-up period(s) as set forth in the Partnership Adjusted EBITDA Notice, then Proppants shall provide applicable Lock-up Agreements. (e) As soon as practicable (but in any event within twenty (20) Business Days) after the Partnership with written notice of same (which notice shall contain a reasonably detailed explanation completion of the basis relevant audited or unaudited consolidated financial statements for such objection) (such notice, an “Objection Notice”) within 30 days after Purchaser and its Subsidiaries required to determine whether the receipt of the Partnership Adjusted EBITDA Notice. If Proppants fails Earnout Event 2 has occurred pursuant to object to the calculation of Partnership Adjusted EBITDA with respect to an Earnout Period as set forth in the Partnership Adjusted EBITDA Notice within such 30 days period, then Proppants shall be deemed to have agreed with and accepted the Partnership’s calculation of Partnership Adjusted EBITDA with respect to such Earnout Period for all purposes of this Agreement. If Proppants timely provides an Objection Notice as contemplated by this Section 2.3(b4.4(a)(ii), then, for a period of 30 days after the PartnershipPurchaser’s receipt of such Objection Notice Chief Financial Officer (the “Dispute Resolution PeriodCFO”), the Partnership shall (i) provide Proppants with reasonable access will prepare and deliver to the books, records (including work papers, schedules, memoranda and other documents), supporting data, facilities and employees board of directors of the Partnership Purchaser for purposes of evaluating approval by a Disinterested Independent Director Majority a written statement (the calculation of Partnership Adjusted EBITDA and (ii“Earnout Statement”) reasonably cooperate with Proppants and its representatives in connection with such review, including providing on a timely basis all other information reasonably necessary or useful in connection with that sets forth the review of the calculation of Partnership Adjusted EBITDA. (c) If Proppants provides an Objection Notice CFO’s determination in accordance with the terms of Section 2.3(b4.4(a)(ii) and as to whether the Partnership and Proppants cannot agree on Earnout Event 2 has occurred. If a Disinterested Independent Director Majority determines in good faith that the calculation of Partnership Adjusted EBITDA during Principal Shareholders are entitled to receive the Dispute Resolution Period, then Earnout Shares for the Partnership and Proppants will submit their respective calculations occurrence of the items in dispute (including any adjustments the parties wish to make as a result of negotiations up Earnout Event 2 pursuant to the date of such submission) to an accounting firm of national standing agreed to by Earnout Statement, the Partnership and Proppants (the “Accountant”). The Accountant will review each party’s calculations, and with respect to each disputed item, make a selection as to which applicable portion of the disputed items presented to it is, in the aggregate, more accurate (selecting one of such items without interpolation or adjustment). The decision of the Accountant Earnout Shares will be made within 20 days after being engaged, or as soon thereafter as reasonably practicable, and will be issued upon such final and binding on the parties hereto. The costs and expenses of the Accountant will be split evenly by the Partnership and Proppants. Each of the Partnership and Proppants will make available to the Accountant all reasonably relevant books and records relating to the calculations submitted and all other information reasonably requested by the Accountant for purposes of evaluating the calculation of Partnership Adjusted EBITDAdetermination. (d) The Conflicts Committee shall review and approve the calculation of Partnership Adjusted EBITDA as determined under this Section 2.3.

Earnout. (a) For Following the Closing, each Designated Earnout Recipient shall have the contingent right to receive 1,687,500 newly issued shares of Pubco Class A Common Stock, with the Designated Earnout Recipients having the contingent right to receive 3,375,000 shares of Pubco Class A Common Stock in the aggregate (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 shares are exchanged or converted, the “Designated Earnout Shares”), based on the performance of the fiscal years Pubco Class A Common Stock and the achievement of Share Price Targets (as defined below) during the three-year period beginning on the Closing Date and ending December 31, 2017 and December 31, 2018 on the third anniversary of the Closing Date (each such fiscal year, an the “Earnout Period”), in accordance with this Section 1 based upon the Partnership occurrence of the following events, if any, during the Earnout Period. The Designated Earnout Shares will be reserved for issuance by Pubco and shall prepare be subject to that certain Registration Rights Agreement, entered into contemporaneously with this Earnout Agreement. (i) In the event that the VWAP of the Pubco Class A Common Stock on the Trading Market equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and deliver to Proppants, within 90 days after the end of each such fiscal year, a written notice specifying the calculation of Partnership Adjusted EBITDA for such fiscal year recapitalizations) (the “Partnership Adjusted EBITDA NoticeTier I Share Price Target”). If Partnership Adjusted EBITDA ) for an Earnout Period is any twenty (i20) less than 85% of Trading Days within any consecutive thirty (30) Trading Days during the amount set forth on Schedule A for such Earnout Period, then Acquisition Co. then, subject to the terms and conditions of this Earnout Agreement, the Designated Earnout Recipients shall have no obligation each be entitled to pay Proppants any additional amount with respect to such receive 562,500 Designated Earnout Period, (ii) 85% or more, but less than the amount set forth on Schedule A for such Earnout Period, then Acquisition Co. shall pay Proppants an additional $10.0 million Shares with respect to the Contribution Transactions in respect Tier I Share Price Target. (ii) In the event that the VWAP of such the Pubco Class A Common Stock on the Trading Market equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) (the “Tier II Share Price Target”) for any twenty (20) Trading Days within any consecutive thirty (30) Trading Days during the Earnout Period, or (iii) equal then, subject to or in excess the terms and conditions of this Earnout Agreement, the amount set forth on Schedule A for such Designated Earnout Period, then Acquisition Co. Recipients shall pay Proppants $20.0 million each be entitled to receive 562,500 Designated Earnout Shares with respect to the Contribution Transactions in respect of such Earnout Period. Tier II Share Price Target. (iii) In addition, if total Partnership Adjusted EBITDA for both the event that the VWAP of the fiscal years ending December 31, 2017 and December 31, 2018, in Pubco Class A Common Stock on the aggregate, Trading Market equals or exceeds $17.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) (the combined amount set forth on Schedule A “Tier III Share Price Target” and the Tier I Share Price Target and the Tier II Share Price Target, collectively, “Share Price Targets”) for both such fiscal yearsany twenty (20) Trading Days within any consecutive thirty (30) Trading Days during the Earnout Period, then Acquisition Co. then, subject to the terms and conditions of this Earnout Agreement, the Designated Earnout Recipients shall pay Proppants an additional $25.0 million each be entitled to receive 562,500 Designated Earnout Shares with respect to the Contribution Transactions in respect of such two fiscal year period. All payments hereunder shall be made in cash or in Common Units, at the election of the Partnership, within 30 days after the final determination of Partnership Adjusted EBITDA with respect to the applicable period as set forth in this Section 2.3Tier III Share Price Target. For the avoidance of doubt, (x) when the aggregate amount of additional payments under this Section 2.3 with respect to all periods shall not exceed $65.0 million. If Tier II Price Target is achieved, the Partnership sells all Tier I Price Target will have been achieved (either simultaneously or substantially all of its assets to a third partypreviously), or if a third party acquires all and (y) when the Tier III Price Target is achieved, each of the outstanding Common Units of Tier I Price Target and the Partnership, then the financial metrics set forth in this Section 2.3 shall be deemed to Tier II Price Target will have been satisfied at the maximum amount provided herein and Proppants shall be entitled to receive a payment achieved (in cash either simultaneously or in Common Units, at the election of the Partnership) equal to $65.0 million less the sum of all previous payments to Proppants under this Section 2.3previously). (b) If Proppants objects In the event that one or more of the Share Price Targets are not met during the Earnout Period, the Designated Earnout Recipients shall not be entitled to receive the portion of the Earnout Shares that is applicable to the calculation of Partnership Adjusted EBITDA with respect to an Earnout Period as set forth in the Partnership Adjusted EBITDA Notice, then Proppants shall provide the Partnership with written notice of same (which notice shall contain a reasonably detailed explanation of the basis for such objection) (such notice, an “Objection Notice”) within 30 days after the receipt of the Partnership Adjusted EBITDA Notice. If Proppants fails to object to the calculation of Partnership Adjusted EBITDA with respect to an Earnout Period as set forth in the Partnership Adjusted EBITDA Notice within such 30 days period, then Proppants shall be deemed to have agreed with and accepted the Partnership’s calculation of Partnership Adjusted EBITDA with respect to such Earnout Period for all purposes of this Agreement. If Proppants timely provides an Objection Notice as contemplated by this Section 2.3(b), then, for a period of 30 days after the Partnership’s receipt of such Objection Notice (the “Dispute Resolution Period”), the Partnership shall (i) provide Proppants with reasonable access to the books, records (including work papers, schedules, memoranda and other documents), supporting data, facilities and employees of the Partnership for purposes of evaluating the calculation of Partnership Adjusted EBITDA and (ii) reasonably cooperate with Proppants and its representatives in connection with such review, including providing on a timely basis all other information reasonably necessary or useful in connection with the review of the calculation of Partnership Adjusted EBITDAShare Price Target that has not been met. (c) If Proppants provides an Objection Notice in accordance with Section 2.3(b) and the Partnership and Proppants cannot agree on the calculation of Partnership Adjusted EBITDA during the Dispute Resolution Period, then the Partnership and Proppants will submit their respective calculations of the items in dispute (including any adjustments the parties wish to make as a result of negotiations up to the date of such submission) to an accounting firm of national standing agreed to by the Partnership and Proppants (the “Accountant”). The Accountant will review each party’s calculations, and with respect to each disputed item, make a selection as to which of the disputed items presented to it is, in the aggregate, more accurate (selecting one of such items without interpolation or adjustment). The decision of the Accountant will be made within 20 days after being engaged, or as soon thereafter as reasonably practicable, and will be final and binding on the parties hereto. The costs and expenses of the Accountant will be split evenly by the Partnership and Proppants. Each of the Partnership and Proppants will make available to the Accountant all reasonably relevant books and records relating to the calculations submitted and all other information reasonably requested by the Accountant for purposes of evaluating the calculation of Partnership Adjusted EBITDA. (d) The Conflicts Committee shall review and approve the calculation of Partnership Adjusted EBITDA as determined under this Section 2.3.

Earnout. After the Closing, subject to the terms and conditions set forth herein, certain Company Stockholders (collectively, the “Earnout Participants”) , in each case, as more particularly described on Annex I hereto, shall have the contingent right to receive up to an aggregate maximum of 8,325,000 shares of Pubco Class A Common Stock (the “Earnout Shares”), to be allocated among the Earnout Participants as set forth on Annex I, as additional consideration from Pubco based on the performance of the Pubco Class A Common Stock, as follows: (a) For each In the event that the VWAP of the fiscal years Pubco Class A Common Stock equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) (the “First Share Price Target”) for twenty (20) out of any thirty (30) Trading Days during the period beginning on the Closing Date and ending December 31, 2017 and December 31, 2018 on the date that is thirty-six (each such fiscal year, an 36) months after the Closing Date (the “Earnout Period”), then, subject to the Partnership terms and conditions of this Agreement, Pubco shall prepare and deliver issue to Proppants, within 90 days after the end of each such fiscal year, a written notice specifying the calculation of Partnership Adjusted EBITDA for such fiscal year Earnout Participants 1,850,000 Earnout Shares (the “Partnership Adjusted EBITDA NoticeFirst Earnout Share Payment”). If Partnership Adjusted EBITDA for an Earnout Period is (i) less than 85% of the amount set forth on Schedule A for such Earnout Period, then Acquisition Co. shall have no obligation to pay Proppants any additional amount with respect to such Earnout Period, (ii) 85% or more, but less than the amount set forth on Schedule A for such Earnout Period, then Acquisition Co. shall pay Proppants an additional $10.0 million with respect to the Contribution Transactions in respect of such Earnout Period, or (iii) equal to or in excess of the amount set forth on Schedule A for such Earnout Period, then Acquisition Co. shall pay Proppants $20.0 million with respect to the Contribution Transactions in respect of such Earnout Period. In addition, if total Partnership Adjusted EBITDA for both of the fiscal years ending December 31, 2017 and December 31, 2018, in the aggregate, equals or exceeds the combined amount set forth on Schedule A for both such fiscal years, then Acquisition Co. shall pay Proppants an additional $25.0 million with respect to the Contribution Transactions in respect of such two fiscal year period. All payments hereunder shall be made in cash or in Common Units, at the election of the Partnership, within 30 days after the final determination of Partnership Adjusted EBITDA with respect to the applicable period as set forth in this Section 2.3. For the avoidance of doubt, the aggregate amount of additional payments under this Section 2.3 with respect to all periods shall not exceed $65.0 million. If the Partnership sells all or substantially all of its assets to a third party, or if a third party acquires all of the outstanding Common Units of the Partnership, then the financial metrics set forth in this Section 2.3 shall be deemed to have been satisfied at the maximum amount provided herein and Proppants shall be entitled to receive a payment (in cash or in Common Units, at the election of the Partnership) equal to $65.0 million less the sum of all previous payments to Proppants under this Section 2.3. (b) If Proppants objects In the event that the VWAP of the Pubco Class A Common Stock equals or exceeds $20.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) (the “Second Share Price Target”) for twenty (20) out of any thirty (30) Trading Days during the Earnout Period, then, subject to the calculation of Partnership Adjusted EBITDA with respect to an Earnout Period as set forth in the Partnership Adjusted EBITDA Notice, then Proppants shall provide the Partnership with written notice of same (which notice shall contain a reasonably detailed explanation of the basis for such objection) (such notice, an “Objection Notice”) within 30 days after the receipt of the Partnership Adjusted EBITDA Notice. If Proppants fails to object to the calculation of Partnership Adjusted EBITDA with respect to an Earnout Period as set forth in the Partnership Adjusted EBITDA Notice within such 30 days period, then Proppants shall be deemed to have agreed with terms and accepted the Partnership’s calculation of Partnership Adjusted EBITDA with respect to such Earnout Period for all purposes conditions of this Agreement. If Proppants timely provides an Objection Notice as contemplated by this Section 2.3(b), then, for a period of 30 days after Pubco shall issue to the Partnership’s receipt of such Objection Notice Earnout Participants 1,850,000 Earnout Shares (the “Dispute Resolution PeriodSecond Earnout Share Payment”), the Partnership shall (i) provide Proppants with reasonable access to the books, records (including work papers, schedules, memoranda and other documents), supporting data, facilities and employees of the Partnership for purposes of evaluating the calculation of Partnership Adjusted EBITDA and (ii) reasonably cooperate with Proppants and its representatives in connection with such review, including providing on a timely basis all other information reasonably necessary or useful in connection with the review of the calculation of Partnership Adjusted EBITDA. (c) If Proppants provides an Objection Notice in accordance with Section 2.3(b) and In the Partnership and Proppants cannot agree on event that the calculation of Partnership Adjusted EBITDA during the Dispute Resolution Period, then the Partnership and Proppants will submit their respective calculations VWAP of the items in dispute Pubco Class A Common Stock equals or exceeds $25.00 per share (including any adjustments the parties wish to make as a result of negotiations up to the date of such submissionadjusted for stock splits, stock dividends, reorganizations and recapitalizations) to an accounting firm of national standing agreed to by the Partnership and Proppants (the “AccountantThird Share Price Target”) for twenty (20) out of any thirty (30) Trading Days during the Earnout Period, then, subject to the terms and conditions of this Agreement, Pubco shall issue to the Earnout Participants 1,541,666 Earnout Shares (the “Third Earnout Share Payment”). The Accountant will review each party’s calculations, and with respect to each disputed item, make a selection as to which of the disputed items presented to it is, in the aggregate, more accurate (selecting one of such items without interpolation or adjustment). The decision of the Accountant will be made within 20 days after being engaged, or as soon thereafter as reasonably practicable, and will be final and binding on the parties hereto. The costs and expenses of the Accountant will be split evenly by the Partnership and Proppants. Each of the Partnership and Proppants will make available to the Accountant all reasonably relevant books and records relating to the calculations submitted and all other information reasonably requested by the Accountant for purposes of evaluating the calculation of Partnership Adjusted EBITDA. (d) The Conflicts Committee In the event that the VWAP of the Pubco Class A Common Stock equals or exceeds $30.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) (the “Fourth Share Price Target”) for twenty (20) out of any thirty (30) Trading Days during the Earnout Period, then, subject to the terms and conditions of this Agreement, Pubco shall review issue to the Earnout Participants 1,541,667 Earnout Shares (the “Fourth Earnout Share Payment”). (e) In the event that the VWAP of the Pubco Class A Common Stock equals or exceeds $35.00 per share (as adjusted for stock splits, stock dividends, reorganizations and approve recapitalizations) (the calculation “Fifth Share Price Target” and together with the First Share Price Target, the Second Share Price Target, the Third Share Price Target and the Fourth Share Price Target, the “Share Price Targets”) for twenty (20) out of Partnership Adjusted EBITDA as determined under any thirty (30) Trading Days during the Earnout Period, then, subject to the terms and conditions of this Section 2.3Agreement, Pubco shall issue to the Earnout Participants 1,541,667 Earnout Shares (the “Fifth Earnout Share Payment” and together with the First Earnout Share Payment, the Second Earnout Share Payment, the Third Earnout Share Payment and the Fourth Earnout Share Payment, the “Earnout Share Payments”).

Earnout. The Seller may be entitled to receive an additional payment as described in this Section 2.6 from the Buyer after the Closing, upon the terms and subject to the conditions set forth herein. (a) For each As soon as practicable (and in any event no later than April 15, 2016, the Buyer shall deliver to the Seller a certificate executed by an executive officer of the fiscal years ending Buyer (the “Certificate”) setting forth the Buyer’s calculation of 2015 Royalties (as defined below), together with reasonable supporting documentation (including a copy of financial statements for any New Licensor (as defined below) of the Juicy IP Assets or Juicy Acquired Contracts (collectively the “Juicy Assets”) for the calendar year ended December 31, 2017 2015 and December 31, 2018 (each such fiscal year, an “Earnout Period”), the Partnership shall prepare and deliver to Proppants, within 90 days after the end of each such fiscal year, a all written notice specifying the calculation of Partnership Adjusted EBITDA for such fiscal year (the “Partnership Adjusted EBITDA Notice”). If Partnership Adjusted EBITDA for an Earnout Period is (i) less than 85% of the amount set forth on Schedule A for such Earnout Period, then Acquisition Co. shall have no obligation to pay Proppants reports from any additional amount with respect to such Earnout Period, (ii) 85% or more, but less than the amount set forth on Schedule A for such Earnout Period, then Acquisition Co. shall pay Proppants an additional $10.0 million third party with respect to the Contribution Transactions in respect of such Earnout Period, or (iii) equal to or in excess of the amount set forth on Schedule A Juicy Assets for such Earnout Period, then Acquisition Co. shall pay Proppants $20.0 million year). If any financial statements are delivered to lenders with respect to the Contribution Transactions in respect Juicy Assets for all or any part of such Earnout Period. In additionyear, if total Partnership Adjusted EBITDA for both of the fiscal years ending December 31, 2017 and December 31, 2018, in the aggregate, equals or exceeds the combined amount set forth on Schedule A for both such fiscal years, then Acquisition Co. Buyer shall pay Proppants an additional $25.0 million with respect to the Contribution Transactions in respect include a copy of such two fiscal year period. All payments hereunder shall be made in cash or in Common Units, at the election of the Partnership, within 30 days after the final determination of Partnership Adjusted EBITDA with respect to the applicable period as set forth in this Section 2.3. For the avoidance of doubt, the aggregate amount of additional payments under this Section 2.3 with respect to all periods shall not exceed $65.0 million. If the Partnership sells all or substantially all of its assets to a third party, or if a third party acquires all of the outstanding Common Units of the Partnership, then the financial metrics set forth in this Section 2.3 shall be deemed to have been satisfied at the maximum amount provided herein and Proppants shall be entitled to receive a payment (in cash or in Common Units, at the election of the Partnership) equal to $65.0 million less the sum of all previous payments to Proppants under this Section 2.3statements. (b) If Proppants objects to the calculation of Partnership Adjusted EBITDA with respect to an Earnout Period as set forth in the Partnership Adjusted EBITDA Notice, then Proppants shall provide the Partnership with written notice of same (which notice shall contain a reasonably detailed explanation of the basis for such objection) (such notice, an “Objection Notice”) within 30 days after the receipt of the Partnership Adjusted EBITDA Notice. If Proppants fails to object to the calculation of Partnership Adjusted EBITDA with respect to an Earnout Period as set forth in the Partnership Adjusted EBITDA Notice within such 30 days period, then Proppants shall be deemed to have agreed with and accepted the Partnership’s calculation of Partnership Adjusted EBITDA with respect to such Earnout Period for all purposes of this Agreement. If Proppants timely provides an Objection Notice as contemplated by this Section 2.3(b), then, for a period of 30 days after the Partnership’s receipt of such Objection Notice 2015 Royalties exceeds $35,000,000 (the “Dispute Resolution PeriodRoyalties Target”), then the Partnership Buyer shall promptly (ibut in any event within five (5) provide Proppants with reasonable access Business Days following delivery of the Certificate) pay to the booksSeller an amount in cash by wire transfer to an account designated by the Seller in writing the amount that is equal to the amount by which the 2015 Royalties exceeds the Royalties Target, records (including work papers, schedules, memoranda and other documents), supporting data, facilities and employees of but no more than $10,000,000 in the Partnership for purposes of evaluating the calculation of Partnership Adjusted EBITDA and (ii) reasonably cooperate with Proppants and its representatives in connection with such review, including providing on a timely basis all other information reasonably necessary or useful in connection with the review of the calculation of Partnership Adjusted EBITDAaggregate. (c) If Proppants provides an Objection Notice As used herein, (i) “2015 Royalties” means the aggregate amount of all royalty revenues and income earned from distributors and partners by a New Licensor under each license, distribution or partnership agreement pursuant to which a New Licensor exploits Juicy Assets (or if higher all guaranteed minimum royalties or income under such agreement) during calendar year ending December 31, 2015 but excluding any common marketing funds or similar payments to the extent committed or spent by a New Licensor during calendar year ending December 31, 2015; and (ii) “New Licensor” means, collectively, the owners of any right, title or interest in accordance with Section 2.3(b) Juicy Assets during such calendar year, which for the avoidance of doubt shall include the Company and the Partnership Buyer and Proppants cannot agree on the calculation of Partnership Adjusted EBITDA during the Dispute Resolution Period, then the Partnership and Proppants will submit their respective calculations of the items in dispute (including any adjustments the parties wish to make as a result of negotiations up to the date of such submission) to an accounting firm of national standing agreed to by the Partnership and Proppants (the “Accountant”). The Accountant will review each party’s calculations, and with respect to each disputed item, make a selection as to which of the disputed items presented to it is, in the aggregate, more accurate (selecting one of such items without interpolation successor or adjustment). The decision of the Accountant will be made within 20 days after being engaged, or as soon thereafter as reasonably practicable, and will be final and binding on the parties hereto. The costs and expenses of the Accountant will be split evenly by the Partnership and Proppants. Each of the Partnership and Proppants will make available to the Accountant all reasonably relevant books and records relating to the calculations submitted and all other information reasonably requested by the Accountant for purposes of evaluating the calculation of Partnership Adjusted EBITDAassign thereto. (d) The Conflicts Committee shall review and approve the calculation of Partnership Adjusted EBITDA as determined under this Section 2.3.

Earnout. (a) For each After the Adjustment Period, to the extent that a Forfeiture Event has occurred and after giving effect to the forfeiture of the fiscal years ending December 31Aggregate Forfeiture Shares, 2017 the Sponsor and December 31the Company Shareholders (other than the holders of Company Series X Preference Shares) shall have the right to receive an aggregate of PubCo Class A Ordinary Shares equal to the Aggregate Forfeiture Shares that have been forfeited (subject to equitable adjustment for stock splits, 2018 stock dividends, combinations, recapitalizations and the like after the Closing, including to account for any equity securities into which such shares are exchanged or converted) in accordance with the applicable Forfeiture Ratios (each such fiscal year, an the “Earnout Shares”) based on the performance of the PubCo Class A Ordinary Shares during the five (5) year period after the Closing Date (the “Earnout Period”) as determined pursuant to Section 2.11(a), the Partnership shall prepare and deliver to Proppants, within 90 days after the end of each such fiscal year, a written notice specifying the calculation of Partnership Adjusted EBITDA for such fiscal year (the “Partnership Adjusted EBITDA Notice”). If Partnership Adjusted EBITDA for an Earnout Period is (i) less than 85% of the amount set forth on Schedule A for such Earnout Period, then Acquisition Co. shall have no obligation to pay Proppants any additional amount with respect to such Earnout Period, (ii) 85% or more, but less than the amount set forth on Schedule A for such Earnout Period, then Acquisition Co. shall pay Proppants an additional $10.0 million with respect to the Contribution Transactions in respect of such Earnout Period, or (iii) equal to or in excess of the amount set forth on Schedule A for such Earnout Period, then Acquisition Co. shall pay Proppants $20.0 million with respect to the Contribution Transactions in respect of such Earnout Period. In addition, if total Partnership Adjusted EBITDA for both of the fiscal years ending December 31, 2017 and December 31, 2018, in the aggregate, equals or exceeds the combined amount set forth on Schedule A for both such fiscal years, then Acquisition Co. shall pay Proppants an additional $25.0 million with respect to the Contribution Transactions in respect of such two fiscal year period. All payments hereunder shall be made in cash or in Common Units, at the election of the Partnership, within 30 days after the final determination of Partnership Adjusted EBITDA with respect to the applicable period as set forth in this Section 2.3. For the avoidance of doubt, the aggregate amount of additional payments under this Section 2.3 with respect to all periods shall not exceed $65.0 million. If the Partnership sells all or substantially all of its assets to a third party, or if a third party acquires all of the outstanding Common Units of the Partnership, then the financial metrics set forth in this Section 2.3 shall be deemed to have been satisfied at the maximum amount provided herein and Proppants shall be entitled to receive a payment (in cash or in Common Units, at the election of the Partnership) equal to $65.0 million less the sum of all previous payments to Proppants under this Section 2.3. (b) If Proppants objects PubCo shall issue and the Sponsor and the Company Shareholders (other than the holders of Company Series X Preference Shares) shall have the right to receive their respective portions of the Earnout Shares in accordance with their applicable Forfeiture Ratios if the closing price of the PubCo Class A Ordinary Shares (or any common or ordinary equity security that is the successor to the calculation of Partnership Adjusted EBITDA PubCo Class A Ordinary Shares (together with respect to an the PubCo Class A Ordinary Shares, the “Public Ordinary Shares”)) on the principal exchange or securities market on which such securities are then listed or quoted is at or above $15.00 (the “Price Threshold”) for ten (10) Trading Days (which need not be consecutive) over a twenty (20) Trading Day period at any time during the Earnout Period as set forth in the Partnership Adjusted EBITDA Notice, then Proppants shall provide the Partnership with written notice of same (which notice shall contain a reasonably detailed explanation of the basis for such objection) (such noticeevent, an “Objection NoticeEarnout Event”) within 30 days after the receipt of the Partnership Adjusted EBITDA Notice). If Proppants fails to object to the calculation of Partnership Adjusted EBITDA with respect to an Earnout Period as set forth in the Partnership Adjusted EBITDA Notice within such 30 days period, then Proppants Such issuance shall be deemed made promptly (and in any event no later than the third (3rd) Business Day) following the Earnout Event, and PubCo shall or shall cause its transfer agent to have agreed with and accepted the Partnership’s calculation of Partnership Adjusted EBITDA with respect to such Earnout Period for all purposes of this Agreement. If Proppants timely provides an Objection Notice as contemplated by this Section 2.3(b), then, for a period of 30 days after the Partnership’s receipt provide evidence of such Objection Notice (the “Dispute Resolution Period”), the Partnership shall (i) provide Proppants with reasonable access issuance to the books, records (including work papers, schedules, memoranda Sponsor and other documents), supporting data, facilities and employees of the Partnership for purposes of evaluating the calculation of Partnership Adjusted EBITDA and (ii) reasonably cooperate with Proppants and its representatives in connection with each such review, including providing on a timely basis all other information reasonably necessary or useful in connection with the review of the calculation of Partnership Adjusted EBITDACompany Shareholder promptly thereafter. (c) If Proppants provides an Objection Notice in accordance with Section 2.3(b) During the Earnout Period, PubCo’s chief financial officer or controller will monitor the closing price of the Public Ordinary Shares on the principal securities exchange or securities market on which the Purchaser Common Stock is then traded, and PubCo shall notify Sponsor and the Partnership and Proppants cannot agree on Company Shareholders (other than the calculation holders of Partnership Adjusted EBITDA during the Dispute Resolution Period, then the Partnership and Proppants will submit their respective calculations of the items Company Series X Preference Shares) in dispute (including any adjustments the parties wish to make as a result of negotiations up to the date of such submission) to writing promptly following an accounting firm of national standing agreed to by the Partnership and Proppants (the “Accountant”). The Accountant will review each party’s calculations, and with respect to each disputed item, make a selection as to which of the disputed items presented to it is, in the aggregate, more accurate (selecting one of such items without interpolation or adjustment). The decision of the Accountant will be made within 20 days after being engaged, or as soon thereafter as reasonably practicable, and will be final and binding on the parties hereto. The costs and expenses of the Accountant will be split evenly by the Partnership and Proppants. Each of the Partnership and Proppants will make available to the Accountant all reasonably relevant books and records relating to the calculations submitted and all other information reasonably requested by the Accountant for purposes of evaluating the calculation of Partnership Adjusted EBITDAEarnout Event. (d) The Conflicts Committee Price Threshold and the applicable number of Earnout Shares released for each applicable Earnout Event (or Early Issuance Event, as applicable) shall review be subject to equitable adjustment for share splits, share dividends, reorganizations, combinations, recapitalizations and approve similar transactions affecting the calculation Public Ordinary Shares after the Closing. Additionally, the Price Threshold shall be reduced by the amount of Partnership Adjusted EBITDA the aggregate cash or the fair market value of any securities or other assets paid or payable by PubCo (or any successor public company) to the holders of Public Ordinary Shares, on a per share basis, as determined under an extraordinary dividend or distribution following the Closing. (e) All of the Earnout Shares will be issued pro rata to the Sponsor and the Company Shareholders (other than the holders of Company Series X Preference Shares) in accordance with their applicable Forfeiture Ratios in the event of an Early Issuance Event, effective immediately prior to the consummation of such Early Issuance Event. (f) No Earnout Shares issuable pursuant to this Section 2.32.11, if any, shall be released to any Company Shareholder who is required to file notification pursuant to the HSR Act or under any applicable antitrust or other competition Laws of any non-U.S. jurisdictions (collectively, “Foreign Antitrust Laws”) until any applicable waiting period pursuant to the HSR Act or Foreign Antitrust Laws has expired or been terminated (provided, that any such Company Shareholder has notified PubCo of such required filing pursuant to the HSR Act or Foreign Antitrust Laws in connection therewith following reasonable advance notice from PubCo of the reasonably anticipated issuance of Earnout Shares).