Common use of Earnout Clause in Contracts

Earnout. (a) In the event that the Company achieves a Pretax Income above certain thresholds after the Closing Date as provided below, the Sellers will be entitled to the payments set forth in this Section 2.1.3 (“Earn-out Payments”). The Earn-out Payments shall be calculated as follows: (i) In the event that the Company achieves an Pretax Income of at least $611,000 (the “Year 1 Target”) for the fiscal year beginning on the first day after the Closing Date and ending on the first anniversary of the Closing Date (“Year 1”), the Buyer shall be required to pay $433,000 (the “Year 1 Maximum Payment”) to the Sellers as provided below. In the event that the Company achieves an Pretax Income for Year 1 exceeding 487,000 (the “Year 1 Floor”) but less than the Year 1 Target, the Buyer shall be required to pay to the Sellers (a) is hereinafter referred to as the “Actual Year 1 Payment.” The Actual Year 1 Payment, if any, shall be paid by the Buyer to the Sellers on a pro rata basis based upon each Seller’s ownership of the Shares immediately prior to the Closing Date, within 5 days after the determination of the Actual Year 1 Payment becomes final and binding pursuant to Section 2.1.3(b), by wire transfer of immediately available funds as directed by the Sellers to the Buyer. (ii) In the event that the Company achieves a cumulative Pretax Income of at least $1,417,000 (the “Year 2 Cumulative Target”) for the period beginning on the first day after the Closing Date and ending on the second anniversary of the Closing Date (“Years 1 and 2”), the Buyer shall be required to pay $866,000 (the “Year 2 Cumulative Maximum Payment”) to the Sellers, minus the Actual Year 1 Payment, as provided below. In the event that the Company achieves a cumulative Pretax Income for Years 1 and 2 exceeding 1,004,000 (the “Year 2 Cumulative Floor”) but less than the Year 2 Cumulative Target, the Buyer shall be required to pay to the Sellers as provided below an amount equal to the product of: (A) the Year 2 Cumulative Maximum Payment; and (B) the following fraction, expressed as a percentage, with the numerator being the cumulative Pretax Income for Years 1 and 2 minus the Year 2 Cumulative Floor and the denominator being the Year 2 Cumulative Target minus the Year 2 Cumulative Floor, minus the Actual Year 1 Payment. In the event that the Company achieves a cumulative Pretax Income for Years 1 and 2 less than or equal to the Year 2 Cumulative Floor, no payment shall be required to be made by the Buyer to the Sellers pursuant to this clause (ii) of Section 2.1.3(a). The amount of any payment required to be made by the Buyer to the Sellers pursuant to this clause (ii) of Section 2.1.3(a) is hereinafter referred to as the “Actual Year 2 Payment.” The Actual Year 2 Payment, if any, shall be paid by the Buyer to the Sellers on a pro rata basis based upon each Seller’s ownership of the Shares immediately prior to the Closing Date, within 5 days after the determination of the Actual Year 2 Payment becomes final and binding pursuant to Section 2.1.3(b), by wire transfer of immediately available funds as directed by the Sellers to the Buyer. (iii) In the event that the Company achieves a cumulative Pretax Income of at least $2,513,000 (the “Year 3 Cumulative Target”) for the period beginning on the first day after the Closing Date and ending on the third anniversary of the Closing Date (“Years 1,2 and 3”), the Buyer shall be required to pay $1,300,000 (the “Year 3 Cumulative Maximum Payment”) to the Sellers, minus the Actual Year 1 Payment and the Actual Year 2 Payment, as provided below. In the event that the Company achieves a cumulative Pretax Income for Years 1, 2 and 3 exceeding 1,598,000 (the “Year 3 Cumulative Floor”) but less than the Year 3 Cumulative Target, the Buyer shall be required to pay to the Sellers as provided below an amount equal to the product of: (A) the Year 3 Cumulative Maximum Payment; and (B) the following fraction, expressed as a percentage, with the numerator being the cumulative Pretax Income for Years 1, 2 and 3 minus the Year 3 Cumulative Floor and the denominator being the Year 3 Cumulative Target minus the Year 3 Cumulative Floor, minus the Actual Year 1 Payment (a) is hereinafter referred to as the “Actual Year 3 Payment.” The Actual Year 3 Payment, if any, shall be paid by the Buyer to the Sellers on a pro rata basis based upon each Seller’s ownership of the Shares immediately prior to the Closing Date, within 5 days after the determination of the Actual Year 3 Payment becomes final and binding pursuant to Section 2.1.3(b), by wire transfer of immediately available funds as directed by the Sellers to the Buyer. (b) Within 30 days after each of the first three anniversaries of the Closing Date, the Buyer shall cause to be prepared and delivered to the Sellers a calculation and all supporting documentation of the Actual Year 1 Payment, the Actual Year 2 Payment and the Actual Year 3 Payment, respectively or the calculation and all supporting documentation evidencing that no such payment is due (the “Earn-out Payment Calculations”). Within 30 days following receipt by the Sellers of the Earn-out Payment Calculations, the Sellers shall deliver written notice to the Buyer (an “Earn-out Objection Notice”), of any dispute they have regarding the Earn-out Payment Calculations. The Earn-out Objection Notice must describe in reasonable detail the items contained in the Earn-out Payment Calculations that the Sellers dispute and the basis for any such disputes. Any determination set forth on the Earn-out Payment Calculations which is not specifically objected to in the Earn-out Objection Notice shall be deemed acceptable and shall be final and binding upon the Buyer and the Sellers upon delivery of the Earn-out Objection Notice. If the Sellers do not provide the Buyer with an Earn-out Objection Notice within such 30-day period, such Earn-out Payment Calculations will be final, conclusive and binding on the Buyer and the Sellers. In the event the Sellers provide an Earn-out Objection Notice to the Buyer, the Buyer and the Sellers shall negotiate in good faith to resolve any such disputes. If the Buyer and the Sellers, notwithstanding such good faith effort, fail to resolve any of the disputes described in the Earn-out Objection Notice within 30 days after the Buyer’s receipt of the Earn-out Objection Notice, then the Buyer and the Sellers jointly shall engage the firm of Deloitte & Touche LLP (the “Arbitration Firm”) to resolve such disputes in accordance with the terms of this Agreement. As promptly as practicable thereafter, the Buyer and the Sellers shall each prepare and submit any relevant materials to the Arbitration Firm, along with copies of the Earn-out Payment Calculations and Earn-out Objection Notice. As soon as practicable thereafter, the Buyer and the Sellers shall cause the Arbitration Firm to make a final determination of the Actual Year 1 Payment, the Actual Year 2 Payment or the Actual Year 3 Payment in accordance with the terms of this Agreement. The Arbitration Firm shall make an independent determination of the Actual Year 1 Payment, the Actual Year 2 Payment or the Actual Year 3 Payment that shall be final and binding on the Sellers and the Buyer. The fees, costs and expenses of the Arbitration Firm shall be paid by the party whose calculation of the Earn-out Payment in dispute was different by the greater amount from that of the Arbitration Firm. (c) From and after the Closing Date through the third anniversary thereof, G▇▇▇▇▇▇▇ and R▇▇▇▇▇▇ shall have control over the performance of the Company, subject to oversight by Buyer in accordance with the strategy outlined by Buyer. All aspects of the operation of the Business by the Company after the Closing Date through the third anniversary thereof will be accounted for through the Company. The continued employment of G▇▇▇▇▇▇▇ and R▇▇▇▇▇▇ by the Company shall not be a condition precedent to the payment of the Earn-out Payments. The Buyer covenants and agrees that it shall not cause the Company to accelerate (or defer) any sales, or defer (or accelerate) any expenses, in a manner that would increase (or reduce) Pretax Income, except to the extent that any such deferral or acceleration is done in good faith for a legitimate business purpose and not with the intent of affecting any Earn-out Payment. The Buyer acknowledges and agrees that it intends to pay off any of the Company’s indebtedness for borrowed money within twelve months after Closing and does not presently intend to leverage the Business during the first three years following the Closing, such that interest expense during the first three years following the Closing should be nominal, except as reasonably required by the Business.

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) In the As soon as practicable (and in any event that the Company achieves a Pretax Income above certain thresholds after the Closing Date as provided belowno later than April 15, 2016, the Sellers will be entitled Buyer shall deliver to the payments set forth in this Section 2.1.3 (“Earn-out Payments”). The Earn-out Payments shall be calculated as follows: (i) In Seller a certificate executed by an executive officer of the event that the Company achieves an Pretax Income of at least $611,000 Buyer (the “Year 1 TargetCertificate”) 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 fiscal calendar year beginning on ended December 31, 2015 and all written reports from any third party with respect to the first day after Juicy Assets for such year). If any financial statements are delivered to lenders with respect to the Closing Date and ending on the first anniversary Juicy Assets for all or any part of the Closing Date (“Year 1”)such year, the Buyer shall be required to pay $433,000 (the “Year 1 Maximum Payment”) to the Sellers as provided below. In the event that the Company achieves an Pretax Income for Year 1 exceeding 487,000 (the “Year 1 Floor”) but less than the Year 1 Target, the Buyer shall be required to pay to the Sellers (a) is hereinafter referred to as the “Actual Year 1 Payment.” The Actual Year 1 Payment, if any, shall be paid by the Buyer to the Sellers on include a pro rata basis based upon each Seller’s ownership copy of the Shares immediately prior to the Closing Date, within 5 days after the determination of the Actual Year 1 Payment becomes final and binding pursuant to Section 2.1.3(b), by wire transfer of immediately available funds as directed by the Sellers to the Buyer. (ii) In the event that the Company achieves a cumulative Pretax Income of at least $1,417,000 (the “Year 2 Cumulative Target”) for the period beginning on the first day after the Closing Date and ending on the second anniversary of the Closing Date (“Years 1 and 2”), the Buyer shall be required to pay $866,000 (the “Year 2 Cumulative Maximum Payment”) to the Sellers, minus the Actual Year 1 Payment, as provided below. In the event that the Company achieves a cumulative Pretax Income for Years 1 and 2 exceeding 1,004,000 (the “Year 2 Cumulative Floor”) but less than the Year 2 Cumulative Target, the Buyer shall be required to pay to the Sellers as provided below an amount equal to the product of: (A) the Year 2 Cumulative Maximum Payment; and (B) the following fraction, expressed as a percentage, with the numerator being the cumulative Pretax Income for Years 1 and 2 minus the Year 2 Cumulative Floor and the denominator being the Year 2 Cumulative Target minus the Year 2 Cumulative Floor, minus the Actual Year 1 Payment. In the event that the Company achieves a cumulative Pretax Income for Years 1 and 2 less than or equal to the Year 2 Cumulative Floor, no payment shall be required to be made by the Buyer to the Sellers pursuant to this clause (ii) of Section 2.1.3(a). The amount of any payment required to be made by the Buyer to the Sellers pursuant to this clause (ii) of Section 2.1.3(a) is hereinafter referred to as the “Actual Year 2 Payment.” The Actual Year 2 Payment, if any, shall be paid by the Buyer to the Sellers on a pro rata basis based upon each Seller’s ownership of the Shares immediately prior to the Closing Date, within 5 days after the determination of the Actual Year 2 Payment becomes final and binding pursuant to Section 2.1.3(b), by wire transfer of immediately available funds as directed by the Sellers to the Buyer. (iii) In the event that the Company achieves a cumulative Pretax Income of at least $2,513,000 (the “Year 3 Cumulative Target”) for the period beginning on the first day after the Closing Date and ending on the third anniversary of the Closing Date (“Years 1,2 and 3”), the Buyer shall be required to pay $1,300,000 (the “Year 3 Cumulative Maximum Payment”) to the Sellers, minus the Actual Year 1 Payment and the Actual Year 2 Payment, as provided below. In the event that the Company achieves a cumulative Pretax Income for Years 1, 2 and 3 exceeding 1,598,000 (the “Year 3 Cumulative Floor”) but less than the Year 3 Cumulative Target, the Buyer shall be required to pay to the Sellers as provided below an amount equal to the product of: (A) the Year 3 Cumulative Maximum Payment; and (B) the following fraction, expressed as a percentage, with the numerator being the cumulative Pretax Income for Years 1, 2 and 3 minus the Year 3 Cumulative Floor and the denominator being the Year 3 Cumulative Target minus the Year 3 Cumulative Floor, minus the Actual Year 1 Payment (a) is hereinafter referred to as the “Actual Year 3 Payment.” The Actual Year 3 Payment, if any, shall be paid by the Buyer to the Sellers on a pro rata basis based upon each Seller’s ownership of the Shares immediately prior to the Closing Date, within 5 days after the determination of the Actual Year 3 Payment becomes final and binding pursuant to Section 2.1.3(b), by wire transfer of immediately available funds as directed by the Sellers to the Buyersuch financial statements. (b) Within 30 days after each of the first three anniversaries of the Closing Date, the Buyer shall cause to be prepared and delivered to the Sellers a calculation and all supporting documentation of the Actual Year 1 Payment, the Actual Year 2 Payment and the Actual Year 3 Payment, respectively or the calculation and all supporting documentation evidencing that no such payment is due If 2015 Royalties exceeds $35,000,000 (the “Earn-out Payment CalculationsRoyalties Target”). Within 30 days following receipt by the Sellers of the Earn-out Payment Calculations, the Sellers shall deliver written notice to the Buyer (an “Earn-out Objection Notice”), of any dispute they have regarding the Earn-out Payment Calculations. The Earn-out Objection Notice must describe in reasonable detail the items contained in the Earn-out Payment Calculations that the Sellers dispute and the basis for any such disputes. Any determination set forth on the Earn-out Payment Calculations which is not specifically objected to in the Earn-out Objection Notice shall be deemed acceptable and shall be final and binding upon the Buyer and the Sellers upon delivery of the Earn-out Objection Notice. If the Sellers do not provide the Buyer with an Earn-out Objection Notice within such 30-day period, such Earn-out Payment Calculations will be final, conclusive and binding on the Buyer and the Sellers. In the event the Sellers provide an Earn-out Objection Notice to the Buyer, the Buyer and the Sellers shall negotiate in good faith to resolve any such disputes. If the Buyer and the Sellers, notwithstanding such good faith effort, fail to resolve any of the disputes described in the Earn-out Objection Notice within 30 days after the Buyer’s receipt of the Earn-out Objection Notice, then the Buyer and shall promptly (but in any event within five (5) Business Days following delivery of the Sellers jointly shall engage the firm of Deloitte & Touche LLP (the “Arbitration Firm”Certificate) to resolve such disputes in accordance with the terms of this Agreement. As promptly as practicable thereafter, the Buyer and the Sellers shall each prepare and submit any relevant materials pay to the Arbitration Firm, along with copies of the Earn-out Payment Calculations and Earn-out Objection Notice. As soon as practicable thereafter, the Buyer and the Sellers shall cause the Arbitration Firm Seller an amount in cash by wire transfer to make a final determination of the Actual Year 1 Payment, the Actual Year 2 Payment or the Actual Year 3 Payment in accordance with the terms of this Agreement. The Arbitration Firm shall make an independent determination of the Actual Year 1 Payment, the Actual Year 2 Payment or the Actual Year 3 Payment that shall be final and binding on the Sellers and the Buyer. The fees, costs and expenses of the Arbitration Firm shall be paid account designated by the party whose calculation of Seller in writing the Earn-out Payment amount that is equal to the amount by which the 2015 Royalties exceeds the Royalties Target, but no more than $10,000,000 in dispute was different by the greater amount from that of the Arbitration Firmaggregate. (c) From As used herein, (i) “2015 Royalties” means the aggregate amount of all royalty revenues and after the Closing Date through the third anniversary thereofincome earned from distributors and partners by a New Licensor under each license, G▇▇▇▇▇▇▇ and R▇▇▇▇▇▇ shall have control over the performance of the Company, subject distribution or partnership agreement pursuant to oversight by Buyer in accordance with the strategy outlined by Buyer. All aspects of the operation of the Business by the Company after the Closing Date through the third anniversary thereof will be accounted for through the Company. The continued employment of G▇▇▇▇▇▇▇ and R▇▇▇▇▇▇ by the Company shall not be which a condition precedent to the payment of the Earn-out Payments. The Buyer covenants and agrees that it shall not cause the Company to accelerate New Licensor exploits Juicy Assets (or deferif higher all guaranteed minimum royalties or income under such agreement) during calendar year ending December 31, 2015 but excluding any sales, common marketing funds or defer (or accelerate) any expenses, in a manner that would increase (or reduce) Pretax Income, except similar payments to the extent that 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 Juicy Assets during such deferral calendar year, which for the avoidance of doubt shall include the Company and the Buyer and any successor or acceleration is done in good faith for a legitimate business purpose and not with the intent of affecting any Earn-out Payment. The Buyer acknowledges and agrees that it intends to pay off any of the Company’s indebtedness for borrowed money within twelve months after Closing and does not presently intend to leverage the Business during the first three years following the Closing, such that interest expense during the first three years following the Closing should be nominal, except as reasonably required by the Businessassign thereto.

Earnout. (a) In connection with this Section 2.7, Acquiror shall deliver to the event that Seller no later than sixty (60) days following the Company achieves a Pretax Income above certain thresholds after end of each of the first four calendar quarters following the Closing Date as provided below(it being understood that if the Closing occurs in June, the Sellers will first of such calendar quarters shall be entitled to the payments set calendar quarter ending September 30, 2002), financial statements of the Upshot Business setting forth the amount of aggregate Net Revenue of the Upshot Business for each month in this Section 2.1.3 such calendar quarter beginning with the first full calendar month following the Closing Date and ending with the twelfth full calendar month following the Closing Date (“Earn-out Payments”the "Upshot Business Financial Statements"). The Earn-out Upshot Business Financial Statements shall set forth the Net Revenue attributable to the Upshot Business on a client by client basis and shall specify the amount of each adjustment to Net Revenues contemplated by clauses (a)-( ) of Schedule 2.5(a). In the event Net Revenue of the Upshot Business for the first full twelve calendar month period following the Closing Date equals or exceeds the Target Amount, Acquiror shall pay to Seller an amount equal to fifty percent (50%) of the amount by which Net Revenue exceeds the Target Amount in accordance with the terms of this Section 2.7, up to a maximum aggregate payment of Two Million Dollars ($2,000,000.00) pursuant to this sentence. In the event Net Revenue of the Upshot Business for the first twelve calendar month period following the Closing Date exceeds the Bonus Amount, Acquiror shall pay to Seller an amount equal to thirty three percent (33%) of the amount by which Net Revenue exceeds the Bonus Amount (in addition to the amount paid pursuant to the preceding sentence) in accordance with the terms of this Section 2.7. Any amounts required to be paid pursuant to either of the preceding two sentences are collectively referred to as "Earnout Payments". Notwithstanding the foregoing, in the event a Change of Control of Acquiror occurs and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇'▇ responsibilities are expanded beyond the Upshot Business, then the maximum aggregate Earnout Payments that Acquiror will be required to make under this Section 2.7 will equal Four Million Seven Hundred Fifty Thousand Dollars ($4,750,000.00). If Net Revenue for the first full twelve calendar month period following the Closing Date equals or is less than the Target Amount, Acquiror shall have no obligation to pay any Earnout Payment. (b) Unless Seller gives written notice to Acquiror on or before the twentieth (20th) calendar day after Seller's receipt of the final Upshot Business Financial Statement to be delivered pursuant to this Section 2.7(b), specifying in reasonable detail all disputed items and the basis therefor, Seller shall be calculated deemed to have accepted the Upshot Business Financial Statements and Acquiror shall (i) have no obligation to pay any Earnout Payment to Seller if Net Revenue for the first full twelve calendar month period following the Closing Date is equal to or less than the Target Amount or (ii) have an obligation to pay the applicable Earnout Payment(s) if Net Revenue exceeds the Target Amount. If Seller so notifies Acquiror of its objection to the Upshot Business Financial Statements, Seller and Acquiror shall, within twenty (20) days following such notice, attempt to resolve their differences in good faith, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. If, at the end of such twenty (20) day period, Seller and Acquiror are unable to resolve such disagreements, Acquiror and Seller shall jointly select an independent auditor of recognized national standing that is not ▇▇▇▇▇▇▇▇ to resolve any remaining disagreements; provided that PricewaterhouseCoopers LLP will be the independent auditor if Acquiror and Seller cannot agree on the selection of such independent auditor (the "Independent Accountant"). Acquiror and Seller shall use their reasonable efforts to cause the Independent Accountant to make its determination within thirty (30) calendar days of accepting its selection. The determination by the Independent Accountant shall be final, binding and conclusive on the parties. The fees and expenses of the Independent Accountant shall be borne by Acquiror and Seller Parties in proportion to the aggregate amount of all disputed items as to which such party's claim was unsuccessful (i.e., if there is a $1,000,000 dispute regarding the amount of the Earnout Payment and the Independent Accountant determines that Seller's claim prevails with respect to $250,000 of such disputed amount and Acquiror's claim prevails with respect to $750,000 of such disputed amount, then Seller Parties would be obligated to pay seventy five percent (75%) of the fees and expenses and Acquiror would be obligated to pay twenty five percent (25%) of the fees and expenses). (c) Subject to Section 10.9 below, within ten (10) calendar days after (i) receipt by Seller of Upshot Business Financial Statements which reflect aggregate Net Revenue for the first twelve month period following the Closing Date equal to or in excess of the Target Amount, or (ii) in the event of a disagreement, the date of resolution of such disagreement by the Parties or the date of determination by the Independent Accountant pursuant to Section 2.7(c) (it being understood that this clause (ii) shall only apply to any disputed portion of the Earnout Payments), the applicable Earnout Payment shall be paid by Acquiror as follows: (i) In the event that the Company achieves an Pretax Income of at least $611,000 Acquiror shall pay ninety percent (the “Year 1 Target”90%) for the fiscal year beginning on the first day after the Closing Date and ending on the first anniversary of the Closing Date (“Year 1”), the Buyer shall be required Earnout Payment to pay $433,000 (the “Year 1 Maximum Payment”) to the Sellers as provided below. In the event that the Company achieves an Pretax Income for Year 1 exceeding 487,000 (the “Year 1 Floor”) but less than the Year 1 Target, the Buyer shall be required to pay to the Sellers (a) is hereinafter referred to as the “Actual Year 1 Payment.” The Actual Year 1 Payment, if any, shall be paid account designated by the Buyer to the Sellers on a pro rata basis based upon each Seller’s ownership of the Shares immediately prior to the Closing Date, within 5 days after the determination of the Actual Year 1 Payment becomes final and binding pursuant to Section 2.1.3(b), by wire transfer of immediately available funds as directed by the Sellers to the Buyer.Seller in writing; and (ii) In the event that the Company achieves a cumulative Pretax Income of at least $1,417,000 Acquiror shall deposit ten percent (the “Year 2 Cumulative Target”10%) for the period beginning on the first day after the Closing Date and ending on the second anniversary of the Closing Date (“Years 1 and 2”), the Buyer shall be required to pay $866,000 (the “Year 2 Cumulative Maximum Payment”) Earnout Payment to the SellersHoldback Fund, minus the Actual Year 1 Payment, as provided below. In the event that the Company achieves a cumulative Pretax Income for Years 1 and 2 exceeding 1,004,000 (the “Year 2 Cumulative Floor”) but less than the Year 2 Cumulative Target, the Buyer which amount shall be required to pay to the Sellers as provided below an amount equal to the product of: (A) the Year 2 Cumulative Maximum Payment; and (B) the following fraction, expressed as a percentage, with the numerator being the cumulative Pretax Income for Years 1 and 2 minus the Year 2 Cumulative Floor and the denominator being the Year 2 Cumulative Target minus the Year 2 Cumulative Floor, minus the Actual Year 1 Payment. In the event that the Company achieves a cumulative Pretax Income for Years 1 and 2 less than or equal to the Year 2 Cumulative Floor, no payment shall be required to be made by the Buyer to the Sellers pursuant to this clause (ii) of Section 2.1.3(a). The amount of any payment required to be made by the Buyer to the Sellers pursuant to this clause (ii) of Section 2.1.3(a) is hereinafter referred to as the “Actual Year 2 Payment.” The Actual Year 2 Payment, if any, shall be paid by the Buyer to the Sellers on a pro rata basis based upon each Seller’s ownership become part of the Shares immediately prior to the Closing Date, within 5 days after the determination of the Actual Year 2 Payment becomes final and binding pursuant to Section 2.1.3(b), by wire transfer of immediately available funds as directed by the Sellers to the BuyerHoldback Amount. (iiid) In the event that the Company achieves a cumulative Pretax Income of at least $2,513,000 (the “Year 3 Cumulative Target”) for the period beginning on the first day after the Closing Date and ending on the third anniversary of the Closing Date (“Years 1,2 and 3”), the Buyer shall be required to pay $1,300,000 (the “Year 3 Cumulative Maximum Payment”) to the Sellers, minus the Actual Year 1 Payment and the Actual Year 2 Payment, as provided below. In the event that the Company achieves a cumulative Pretax Income for Years 1, 2 and 3 exceeding 1,598,000 (the “Year 3 Cumulative Floor”) but less than the Year 3 Cumulative Target, the Buyer shall be required to pay to the Sellers as provided below an amount equal to the product of: (A) the Year 3 Cumulative Maximum Payment; and (B) the following fraction, expressed as a percentage, connection with the numerator being the cumulative Pretax Income for Years 1, 2 and 3 minus the Year 3 Cumulative Floor and the denominator being the Year 3 Cumulative Target minus the Year 3 Cumulative Floor, minus the Actual Year 1 Payment (a) is hereinafter referred to as the “Actual Year 3 Payment.” The Actual Year 3 Payment, if any, shall be paid by the Buyer to the Sellers on a pro rata basis based upon each Seller’s ownership of the Shares immediately prior to the Closing Date, within 5 days after the determination of the Actual Year 3 Payment becomes final and binding pursuant to Section 2.1.3(b), by wire transfer of immediately available funds as directed by the Sellers to the Buyer. (b) Within 30 days after each of the first three anniversaries of the Closing Date, the Buyer shall cause to be prepared and delivered to the Sellers a calculation and all supporting documentation of the Actual Year 1 Payment, the Actual Year 2 Payment and the Actual Year 3 Payment, respectively or the calculation and all supporting documentation evidencing that no such payment is due (the “Earn-out Payment Calculations”). Within 30 days following receipt by the Sellers of the Earn-out Payment Calculations, the Sellers shall deliver written notice to the Buyer (an “Earn-out Objection Notice”), of any dispute they have regarding the Earn-out Payment Calculations. The Earn-out Objection Notice must describe in reasonable detail the items contained in the Earn-out Payment Calculations that the Sellers dispute and the basis for any such disputes. Any determination set forth on the Earn-out Payment Calculations which is not specifically objected to in the Earn-out Objection Notice shall be deemed acceptable and shall be final and binding upon the Buyer and the Sellers upon delivery of the Earn-out Objection Notice. If the Sellers do not provide the Buyer with an Earn-out Objection Notice within such 30-day period, such Earn-out Payment Calculations will be final, conclusive and binding on the Buyer and the Sellers. In the event the Sellers provide an Earn-out Objection Notice to the Buyer, the Buyer and the Sellers shall negotiate in good faith to resolve any such disputes. If the Buyer and the Sellers, notwithstanding such good faith effort, fail to resolve any of the disputes described in the Earn-out Objection Notice within 30 days after the Buyer’s receipt of the Earn-out Objection Notice, then the Buyer and the Sellers jointly shall engage the firm of Deloitte & Touche LLP (the “Arbitration Firm”) to resolve such disputes in accordance with the terms of this Agreement. As promptly as practicable thereafter, the Buyer and the Sellers shall each prepare and submit any relevant materials to the Arbitration Firm, along with copies of the Earn-out Payment Calculations and Earn-out Objection Notice. As soon as practicable thereafter, the Buyer and the Sellers shall cause the Arbitration Firm to make a final determination of the Actual Year 1 Payment, the Actual Year 2 Payment or the Actual Year 3 Payment in accordance with the terms of this Agreement. The Arbitration Firm shall make an independent determination of the Actual Year 1 Payment, the Actual Year 2 Payment or the Actual Year 3 Payment that shall be final and binding on the Sellers and the Buyer. The fees, costs and expenses of the Arbitration Firm shall be paid by the party whose calculation of the Earn-out Payment in dispute was different by the greater amount from that of the Arbitration Firm. (c) From and after the Closing Date through the third anniversary thereof, G▇▇▇▇▇▇▇ and R▇▇▇▇▇▇ shall have control over the performance of the Company, subject to oversight by Buyer in accordance with the strategy outlined by Buyer. All aspects of the operation of the Upshot Business by the Company after the Closing Date through Closing, Acquiror agrees to maintain separate divisional books and records for the third anniversary thereof will be accounted for through the CompanyUpshot Business in accordance with GAAP, consistently applied. The continued employment of G▇▇▇▇▇▇▇ Acquiror and R▇▇▇▇▇▇ by the Company shall not be a condition precedent to the payment each of the Earn-out Payments. The Buyer covenants and agrees that it shall not cause the Company Seller Parties agree to accelerate (or defer) any sales, or defer (or accelerate) any expenses, in a manner that would increase (or reduce) Pretax Income, except to the extent that any such deferral or acceleration is done act in good faith for a legitimate business purpose during the Earnout Period relative to the Upshot Business and not with to take actions that would be unfairly prejudicial or discriminatory to the intent Upshot Business for the purpose of adversely affecting any Earn-out Seller's interest in receiving an Earnout Payment. The Buyer acknowledges and agrees that it intends to pay off any . (e) Upon delivery of the Company’s indebtedness for borrowed money within twelve months after Closing Upshot Business Financial Statements, Acquiror shall afford to Seller and does not presently intend its accounting representatives prompt and reasonable access upon reasonable notice to leverage all information reasonably necessary to verify calculation of the Net Revenue. Acquiror shall make its employees who are familiar with such matters, its independent outside accounting firm available to Seller and its representatives on a mutually convenient basis at reasonable times during normal business hours to provide an explanation of such materials and to provide such other information as Seller and its representatives may reasonably request in connection with its review of the Upshot Business during the first three years following the Closing, such that interest expense during the first three years following the Closing should be nominal, except as reasonably required by the BusinessFinancial Statements.

Earnout. (a) In addition to the event that the Company achieves a Pretax Income above certain thresholds after the Closing Date as provided belowCash Payment, the Sellers will be entitled to certain additional consideration from Buyer after the payments set forth in Closing pursuant to the terms and conditions of this Section 2.1.3 1.8. (b) With respect to the twelve-month period beginning on the Closing Date and each of the two succeeding twelve-month periods (each of such three twelve-month periods, an “Earn-out PaymentsEarnout Period”). The Earn-out Payments , the Sellers (taken together) shall be entitled to receive a cash payment from Buyer in an amount (such amount, an “Earnout Amount”) equal to (x) 1.25%, multiplied by (y) the sum of (A) the Company’s Written Premium for such Earnout Period and (B) the Company’s Fees for such Earnout Period; provided, however, that if at any time prior to the end of the final Earnout Period, the Company or any material portion of its assets or business is sold (whether pursuant to a merger, stock sale, sale of all or substantially all of the Company’s assets, or otherwise, and whether in a single transaction or a series of transactions) (such a sale, a “Sale of the Company”), then the total Earnout Amount payable by Buyer to Sellers in respect of all three Earnout Periods shall instead be calculated as follows: (i) In if the event that Sale of the Company achieves an Pretax Income of at least $611,000 (the “Year 1 Target”) for the fiscal year beginning on the first day after the Closing Date and ending on the first anniversary of the Closing Date (“Year 1”), the Buyer shall be required to pay $433,000 (the “Year 1 Maximum Payment”) to the Sellers as provided below. In the event that the Company achieves an Pretax Income for Year 1 exceeding 487,000 (the “Year 1 Floor”) but less than the Year 1 Target, the Buyer shall be required to pay to the Sellers (a) is hereinafter referred to as the “Actual Year 1 Payment.” The Actual Year 1 Payment, if any, shall be paid by the Buyer to the Sellers on a pro rata basis based upon each Seller’s ownership of the Shares immediately occurs prior to the Closing Date, within 5 days after the determination end of the Actual Year 1 Payment becomes final and binding pursuant to Section 2.1.3(b)first Earnout Period, by wire transfer of immediately available funds as directed by then the Sellers to the Buyer. (ii) In the event that the Company achieves a cumulative Pretax Income of at least $1,417,000 (the “Year 2 Cumulative Target”) for the period beginning on the first day after the Closing Date and ending on the second anniversary of the Closing Date (“Years 1 and 2”), the Buyer total Earnout Amount shall be required to pay $866,000 (the “Year 2 Cumulative Maximum Payment”) to the Sellers, minus the Actual Year 1 Payment, as provided below. In the event that the Company achieves a cumulative Pretax Income for Years 1 and 2 exceeding 1,004,000 (the “Year 2 Cumulative Floor”) but less than the Year 2 Cumulative Target, the Buyer shall be required to pay to the Sellers as provided below an amount equal to (x) 1.25%, multiplied by (y) the product of: sum of (A) the Year 2 Cumulative Maximum Payment; Company’s Written Premium for the period of twelve calendar months ending as of the last day of the month preceding the month in which the Sale of the Company occurs and (B) the following fractionCompany’s Fees for such twelve calendar month period, expressed as a percentage, with the numerator being the cumulative Pretax Income for Years 1 and 2 minus the Year 2 Cumulative Floor and the denominator being the Year 2 Cumulative Target minus the Year 2 Cumulative Floor, minus the Actual Year 1 Payment. In the event that the Company achieves a cumulative Pretax Income for Years 1 and 2 less than or equal to the Year 2 Cumulative Floor, no payment shall be required to be made multiplied by the Buyer to the Sellers pursuant to this clause (z) three (3); or (ii) of Section 2.1.3(a). The amount of any payment required to be made by if the Buyer to the Sellers pursuant to this clause (ii) of Section 2.1.3(a) is hereinafter referred to as the “Actual Year 2 Payment.” The Actual Year 2 Payment, if any, shall be paid by the Buyer to the Sellers on a pro rata basis based upon each Seller’s ownership Sale of the Shares immediately Company occurs after the end of the first Earnout Period, but prior to the Closing Date, within 5 days after the determination end of the Actual Year 2 Payment becomes final and binding pursuant second Earnout Period, then the total Earnout Amount shall be an amount equal to Section 2.1.3(b), by wire transfer of immediately available funds as directed by (x) the Sellers Earnout Amount paid or payable with respect to the Buyer.first Earnout Period, plus (y) an amount equal to (A) 1.25%, multiplied by (B) the sum of (I) the Company’s Written Premium for the period of twelve calendar months ending as of the last day of the month preceding the month in which the Sale of the Company occurs and (II) the Company’s Fees for such twelve calendar month period, multiplied by (C) two (2); or (iii) In if the event that Sale of the Company achieves a cumulative Pretax Income of at least $2,513,000 (the “Year 3 Cumulative Target”) for the period beginning on the first day occurs after the Closing Date and ending on end of the second Earnout Period, but prior to the end of the third anniversary of Earnout Period, then the Closing Date (“Years 1,2 and 3”), the Buyer total Earnout Amount shall be required to pay $1,300,000 (the “Year 3 Cumulative Maximum Payment”) to the Sellers, minus the Actual Year 1 Payment and the Actual Year 2 Payment, as provided below. In the event that the Company achieves a cumulative Pretax Income for Years 1, 2 and 3 exceeding 1,598,000 (the “Year 3 Cumulative Floor”) but less than the Year 3 Cumulative Target, the Buyer shall be required to pay to the Sellers as provided below an amount equal to (x) the product of: Earnout Amounts paid or payable with respect to each of the first and second Earnout Periods, plus (y) an amount equal to (A) the Year 3 Cumulative Maximum Payment; and 1.25%, multiplied by (B) the following fractionsum of (I) the Company’s Written Premium for the period of twelve calendar months ending as of the last day of the month preceding the month in which the Sale of the Company occurs and (II) the Company’s Fees for such twelve calendar month period. Any and all amounts payable to Sellers pursuant to clause (i), expressed as a percentage, with the numerator being the cumulative Pretax Income for Years 1, 2 and 3 minus the Year 3 Cumulative Floor and the denominator being the Year 3 Cumulative Target minus the Year 3 Cumulative Floor, minus the Actual Year 1 Payment (aii) is hereinafter referred to as the “Actual Year 3 Payment.” The Actual Year 3 Payment, if any, or (iii) above shall be paid by the Buyer to the Sellers on a pro rata basis based upon each Seller’s ownership of the Shares immediately at or prior to the Closing Date, within 5 days after the determination closing of the Actual Year 3 Payment becomes final and binding Sale of the Company. For the avoidance of doubt, if any amount is paid to Sellers pursuant to Section 2.1.3(bclause (i), by wire transfer of immediately available funds as directed by the Sellers to the Buyer. (bii) Within 30 days after each or (iii) above in connection with a Sale of the first three anniversaries of the Closing DateCompany, the Buyer shall cause to be prepared and delivered to the Sellers a calculation and all supporting documentation of the Actual Year 1 Payment, the Actual Year 2 Payment and the Actual Year 3 Payment, respectively or the calculation and all supporting documentation evidencing that no such payment is due (the “Earn-out Payment Calculations”). Within 30 days following receipt by the Sellers of the Earn-out Payment Calculations, the Sellers shall deliver written notice to the Buyer (an “Earn-out Objection Notice”), of any dispute they have regarding the Earn-out Payment Calculations. The Earn-out Objection Notice must describe in reasonable detail the items contained in the Earn-out Payment Calculations that the Sellers dispute and the basis for any such disputes. Any determination set forth on the Earn-out Payment Calculations which is not specifically objected to in the Earn-out Objection Notice additional Earnout Amount shall be deemed acceptable and shall be final and binding upon payable to Sellers at any time following the Buyer and the Sellers upon delivery date of the Earn-out Objection Notice. If the Sellers do not provide the Buyer with an Earn-out Objection Notice within such 30-day period, such Earn-out Payment Calculations will be final, conclusive and binding on the Buyer and the Sellers. In the event the Sellers provide an Earn-out Objection Notice to the Buyer, the Buyer and the Sellers shall negotiate in good faith to resolve any such disputes. If the Buyer and the Sellers, notwithstanding such good faith effort, fail to resolve any of the disputes described in the Earn-out Objection Notice within 30 days after the Buyer’s receipt of the Earn-out Objection Notice, then the Buyer and the Sellers jointly shall engage the firm of Deloitte & Touche LLP (the “Arbitration Firm”) to resolve such disputes in accordance with the terms of this Agreement. As promptly as practicable thereafter, the Buyer and the Sellers shall each prepare and submit any relevant materials to the Arbitration Firm, along with copies of the Earn-out Payment Calculations and Earn-out Objection Notice. As soon as practicable thereafter, the Buyer and the Sellers shall cause the Arbitration Firm to make a final determination of the Actual Year 1 Payment, the Actual Year 2 Payment or the Actual Year 3 Payment in accordance with the terms of this Agreement. The Arbitration Firm shall make an independent determination of the Actual Year 1 Payment, the Actual Year 2 Payment or the Actual Year 3 Payment that shall be final and binding on the Sellers and the Buyer. The fees, costs and expenses of the Arbitration Firm shall be paid by the party whose calculation of the Earn-out Payment in dispute was different by the greater amount from that of the Arbitration Firmpayment. (c) From and Buyer shall deliver to Sellers within sixty (60) days after the Closing Date through end of each Earnout Period a worksheet setting forth Buyer’s calculation of the third anniversary thereofEarnout Amount for such Earnout Period (such worksheet, G▇▇▇▇▇▇▇ the “Earnout Statement”). The Earnout Statement shall be accompanied by all records and R▇▇▇▇▇▇ work papers necessary for Sellers to compute and otherwise review the information set forth therein. Sellers shall have control over thirty (30) days after receipt of an Earnout Statement to review such Earnout Statement delivered by Buyer. Unless Sellers deliver written notice to Buyer on or prior to the performance thirtieth (30th) day after Sellers’ receipt of an Earnout Statement specifying in reasonable detail Sellers’ objections to the Earnout Statement, Sellers shall be deemed to have accepted and agreed to the Earnout Amount as set forth in such Earnout Statement delivered by Buyer. If Sellers so notify Buyer of an objection to an Earnout Statement and the applicable Earnout Amount as set forth in such Earnout Statement, Sellers and Buyer shall, within thirty (30) days (or such longer period as they may agree) following such notice (the “Earnout Resolution Period”), attempt to resolve their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. At the conclusion of the CompanyEarnout Resolution Period, subject (i) if any amounts remain in dispute, then all amounts remaining in dispute shall be submitted to oversight by Buyer the Accountants for resolution in accordance with the strategy outlined by Buyer. All aspects procedures set forth in Section 1.5(b) mutatis mutandis, and (ii) all amounts not in dispute, if not previously paid, shall be paid as provided herein. (d) For purposes of this Section 1.8, (i) “Written Premium” of the operation Company means the amount of the Business total private passenger and commercial assigned risk, voluntary take out and mandatory take out premium managed and administered by the Company after on behalf of a servicing carrier (the Closing Date through “Managed Business”), plus the third anniversary thereof will be accounted for through the Company. The continued employment total amount of G▇▇▇▇▇▇▇ private passenger and R▇▇▇▇▇▇ commercial auto premium managed and administered by the Company shall not be a condition precedent on behalf of state departments of insurance, assigned risk plans and other agencies; and (ii) “Fees” means the amount of buyout fees and proceeds from the sale of take out, territorial and other credits received by such Company servicing carriers from insurance carriers with respect to the payment of the Earn-out PaymentsManaged Business. The Buyer covenants and agrees that it shall not cause the Company to accelerate (or defer) any salesFor illustrative purposes, or defer (or accelerate) any expenses, in attached as Exhibit B hereto is a manner that would increase (or reduce) Pretax Income, except to the extent that any such deferral or acceleration is done in good faith for a legitimate business purpose and not with the intent of affecting any Earn-out Payment. The Buyer acknowledges and agrees that it intends to pay off any statement of the Company’s indebtedness Written Premium and Fees for borrowed money within twelve months after Closing the year ended December 31, 2014, and does not presently intend to leverage a sample calculation of the Business during the first three years following the Closing, such Earnout Amount that interest expense during the first three years following the Closing should be nominal, except as reasonably required by the Businesswould have been payable based thereon.

Earnout. (a) In For each of the event that fiscal years ending December 31, 2017 and December 31, 2018 (each such fiscal year, an “Earnout Period”), the Company achieves a Pretax Income above certain thresholds Partnership shall prepare and deliver to Proppants, within 90 days after the Closing Date as provided belowend of each such fiscal year, a written notice specifying the Sellers will be entitled 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 2.1.3 (“Earn-out Payments”)2.3. The Earn-out Payments 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 calculated as follows: deemed to have been satisfied at the maximum amount provided herein and Proppants shall be entitled to receive a payment (i) In in cash or in Common Units, at the event that the Company achieves an Pretax Income of at least $611,000 (the “Year 1 Target”) for the fiscal year beginning on the first day after the Closing Date and ending on the first anniversary election of the Closing Date (“Year 1”), the Buyer shall be required to pay $433,000 (the “Year 1 Maximum Payment”Partnership) to the Sellers as provided below. In the event that the Company achieves an Pretax Income for Year 1 exceeding 487,000 (the “Year 1 Floor”) but less than the Year 1 Target, the Buyer shall be required to pay to the Sellers (a) is hereinafter referred to as the “Actual Year 1 Payment.” The Actual Year 1 Payment, if any, shall be paid by the Buyer to the Sellers on a pro rata basis based upon each Seller’s ownership of the Shares immediately prior to the Closing Date, within 5 days after the determination of the Actual Year 1 Payment becomes final and binding pursuant to Section 2.1.3(b), by wire transfer of immediately available funds as directed by the Sellers to the Buyer. (ii) In the event that the Company achieves a cumulative Pretax Income of at least $1,417,000 (the “Year 2 Cumulative Target”) for the period beginning on the first day after the Closing Date and ending on the second anniversary of the Closing Date (“Years 1 and 2”), the Buyer shall be required to pay $866,000 (the “Year 2 Cumulative Maximum Payment”) to the Sellers, minus the Actual Year 1 Payment, as provided below. In the event that the Company achieves a cumulative Pretax Income for Years 1 and 2 exceeding 1,004,000 (the “Year 2 Cumulative Floor”) but less than the Year 2 Cumulative Target, the Buyer shall be required to pay to the Sellers as provided below an amount equal to $65.0 million less the product of: (A) the Year 2 Cumulative Maximum Payment; and (B) the following fraction, expressed as a percentage, with the numerator being the cumulative Pretax Income for Years 1 and 2 minus the Year 2 Cumulative Floor and the denominator being the Year 2 Cumulative Target minus the Year 2 Cumulative Floor, minus the Actual Year 1 Payment. In the event that the Company achieves a cumulative Pretax Income for Years 1 and 2 less than or equal sum of all previous payments to the Year 2 Cumulative Floor, no payment shall be required to be made by the Buyer to the Sellers pursuant to Proppants under this clause (ii) of Section 2.1.3(a). The amount of any payment required to be made by the Buyer to the Sellers pursuant to this clause (ii) of Section 2.1.3(a) is hereinafter referred to as the “Actual Year 2 Payment.” The Actual Year 2 Payment, if any, shall be paid by the Buyer to the Sellers on a pro rata basis based upon each Seller’s ownership of the Shares immediately prior to the Closing Date, within 5 days after the determination of the Actual Year 2 Payment becomes final and binding pursuant to Section 2.1.3(b), by wire transfer of immediately available funds as directed by the Sellers to the Buyer. (iii) In the event that the Company achieves a cumulative Pretax Income of at least $2,513,000 (the “Year 3 Cumulative Target”) for the period beginning on the first day after the Closing Date and ending on the third anniversary of the Closing Date (“Years 1,2 and 3”), the Buyer shall be required to pay $1,300,000 (the “Year 3 Cumulative Maximum Payment”) to the Sellers, minus the Actual Year 1 Payment and the Actual Year 2 Payment, as provided below. In the event that the Company achieves a cumulative Pretax Income for Years 1, 2 and 3 exceeding 1,598,000 (the “Year 3 Cumulative Floor”) but less than the Year 3 Cumulative Target, the Buyer shall be required to pay to the Sellers as provided below an amount equal to the product of: (A) the Year 3 Cumulative Maximum Payment; and (B) the following fraction, expressed as a percentage, with the numerator being the cumulative Pretax Income for Years 1, 2 and 3 minus the Year 3 Cumulative Floor and the denominator being the Year 3 Cumulative Target minus the Year 3 Cumulative Floor, minus the Actual Year 1 Payment (a) is hereinafter referred to as the “Actual Year 3 Payment.” The Actual Year 3 Payment, if any, shall be paid by the Buyer to the Sellers on a pro rata basis based upon each Seller’s ownership of the Shares immediately prior to the Closing Date, within 5 days after the determination of the Actual Year 3 Payment becomes final and binding pursuant to Section 2.1.3(b), by wire transfer of immediately available funds as directed by the Sellers to the Buyer2.3. (b) Within 30 days after each 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 first three anniversaries of the Closing Datebasis for such objection) (such notice, the Buyer shall cause to be prepared and delivered to the Sellers a calculation and all supporting documentation of the Actual Year 1 Payment, the Actual Year 2 Payment and the Actual Year 3 Payment, respectively or the calculation and all supporting documentation evidencing that no such payment is due (the “Earn-out Payment Calculations”). Within 30 days following receipt by the Sellers of the Earn-out Payment Calculations, the Sellers shall deliver written notice to the Buyer (an “Earn-out Objection Notice”), of any dispute they have regarding the Earn-out Payment Calculations. The Earn-out Objection Notice must describe in reasonable detail the items contained in the Earn-out Payment Calculations that the Sellers dispute and the basis for any such disputes. Any determination set forth on the Earn-out Payment Calculations which is not specifically objected to in the Earn-out Objection Notice shall be deemed acceptable and shall be final and binding upon the Buyer and the Sellers upon delivery of the Earn-out Objection Notice. If the Sellers do not provide the Buyer with an Earn-out Objection Notice within such 30-day period, such Earn-out Payment Calculations will be final, conclusive and binding on the Buyer and the Sellers. In the event the Sellers provide an Earn-out Objection Notice to the Buyer, the Buyer and the Sellers shall negotiate in good faith to resolve any such disputes. If the Buyer and the Sellers, notwithstanding such good faith effort, fail to resolve any of the disputes described in the Earn-out Objection Notice ) within 30 days after the Buyer’s receipt of the Earn-out Objection 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 Buyer and the Sellers jointly shall engage the firm Partnership’s calculation of Deloitte & Touche LLP (the “Arbitration Firm”) Partnership Adjusted EBITDA with respect to resolve such disputes in accordance with the terms Earnout Period for all purposes of this Agreement. As promptly If Proppants timely provides an Objection Notice as practicable thereaftercontemplated 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 Buyer and the Sellers Partnership shall each prepare and submit any relevant materials (i) provide Proppants with reasonable access to the Arbitration Firmbooks, along with copies records (including work papers, schedules, memoranda and other documents), supporting data, facilities and employees of the Earn-out Payment Calculations Partnership for purposes of evaluating the calculation of Partnership Adjusted EBITDA and Earn-out Objection Notice. As soon as practicable thereafter(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 Buyer and the Sellers shall cause the Arbitration Firm to make a final determination review of the Actual Year 1 Payment, the Actual Year 2 Payment or the Actual Year 3 Payment calculation of Partnership Adjusted EBITDA. (c) If Proppants provides an Objection Notice in accordance with Section 2.3(b) and the terms Partnership and Proppants cannot agree on the calculation of this AgreementPartnership 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 Arbitration Firm shall Accountant will review each party’s calculations, and with respect to each disputed item, make an independent determination a selection as to which of the Actual Year 1 Paymentdisputed items presented to it is, in the Actual Year 2 Payment aggregate, more accurate (selecting one of such items without interpolation or adjustment). The decision of the Actual Year 3 Payment that shall 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 Sellers and the Buyerparties hereto. The fees, costs and expenses of the Arbitration Firm shall Accountant will be paid split evenly by the party whose 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 the Earn-out Payment in dispute was different by the greater amount from that of the Arbitration FirmPartnership Adjusted EBITDA. (cd) From The Conflicts Committee shall review and after approve the Closing Date through the third anniversary thereof, G▇▇▇▇▇▇▇ and R▇▇▇▇▇▇ shall have control over the performance calculation of the Company, subject to oversight by Buyer in accordance with the strategy outlined by Buyer. All aspects of the operation of the Business by the Company after the Closing Date through the third anniversary thereof will be accounted for through the Company. The continued employment of G▇▇▇▇▇▇▇ and R▇▇▇▇▇▇ by the Company shall not be a condition precedent to the payment of the Earn-out Payments. The Buyer covenants and agrees that it shall not cause the Company to accelerate (or defer) any sales, or defer (or accelerate) any expenses, in a manner that would increase (or reduce) Pretax Income, except to the extent that any such deferral or acceleration is done in good faith for a legitimate business purpose and not with the intent of affecting any Earn-out Payment. The Buyer acknowledges and agrees that it intends to pay off any of the Company’s indebtedness for borrowed money within twelve months after Closing and does not presently intend to leverage the Business during the first three years following the Closing, such that interest expense during the first three years following the Closing should be nominal, except Partnership Adjusted EBITDA as reasonably required by the Businessdetermined under this Section 2.3.

Earnout. (a) In the event that the Company achieves a Pretax Income above certain thresholds after the Closing Date as provided below, the Sellers will be entitled to the payments set forth in this Section 2.1.3 (“Earn-out Payments”). The Earn-out Payments shall be calculated as follows: (i) In As additional consideration for the event that Transferred Assets, subject to the Company achieves provisions of Section 1.3(b)(ii), the Purchaser shall pay to the Sellers an Pretax Income of at least $611,000 amount, if any, determined in accordance with this Section 1.3(b) (the “Year 1 TargetEarnout Amount”). (A) for the fiscal year beginning on the first day after the Closing Date and ending on the first anniversary of the Closing Date (“Earnout Year 1”), the Buyer shall be required to pay $433,000 (the “Year 1 Maximum Payment”) to the Sellers as provided below. In the event that CPMRC Content Orders for the Company achieves an Pretax Income for period from the Closing Date to the end of the Purchaser’s fiscal year ending December 31, 2008 (“Earnout Year 1 exceeding 487,000 1”) is at least $2,700,000 (the “Year 1 Floor”) but less than the Earnout Year 1 Target, the Buyer shall be required to pay to the Sellers (a) is hereinafter referred to as the “Actual Year 1 Payment.” The Actual Year 1 Payment, if any, shall be paid by the Buyer to the Sellers on a pro rata basis based upon each Seller’s ownership of the Shares immediately prior to the Closing Date, within 5 days after the determination of the Actual Year 1 Payment becomes final and binding pursuant to Section 2.1.3(b), by wire transfer of immediately available funds as directed by the Sellers to the Buyer. (ii) In the event that the Company achieves a cumulative Pretax Income of at least $1,417,000 (the “Year 2 Cumulative Target”) for the period beginning on the first day after the Closing Date and ending on the second anniversary of the Closing Date (“Years 1 and 2”), the Buyer Purchaser shall be required to pay $866,000 (the “Year 2 Cumulative Maximum Payment”) to the Sellers, minus the Actual Year 1 Payment, as provided below. In the event that the Company achieves a cumulative Pretax Income for Years 1 and 2 exceeding 1,004,000 (the “Year 2 Cumulative Floor”) but less than the Year 2 Cumulative Target, the Buyer shall be required to pay to the Sellers as provided below an aggregate amount equal to the product of: of $1,500,000 (A) the Year 2 Cumulative Maximum Payment; and (B) the following fraction, expressed as a percentage, with the numerator being the cumulative Pretax Income for Years 1 and 2 minus the Year 2 Cumulative Floor and the denominator being the Year 2 Cumulative Target minus the Year 2 Cumulative Floor, minus the Actual “Year 1 Payment. In the event that the Company achieves a cumulative Pretax Income for Years 1 and 2 less than or equal to the Year 2 Cumulative Floor, no payment shall be required to be made by the Buyer to the Sellers pursuant to this clause (ii) of Section 2.1.3(a). The amount of any payment required to be made by the Buyer to the Sellers pursuant to this clause (ii) of Section 2.1.3(a) is hereinafter referred to as the “Actual Year 2 Payment.” The Actual Year 2 Payment, if any, shall be paid by the Buyer to the Sellers on a pro rata basis based upon each Seller’s ownership of the Shares immediately prior to the Closing Date, within 5 days after the determination of the Actual Year 2 Payment becomes final and binding pursuant to Section 2.1.3(b), by wire transfer of immediately available funds as directed by the Sellers to the Buyer. (iii) In the event that the Company achieves a cumulative Pretax Income of at least $2,513,000 (the “Year 3 Cumulative TargetEarnout Amount”) for the period beginning on the first day after the Closing Date and ending on the third anniversary of the Closing Date (“Years 1,2 and 3”), the Buyer shall be required to pay $1,300,000 (the “Year 3 Cumulative Maximum Payment”) to the Sellers, minus the Actual Year 1 Payment and the Actual Year 2 Payment, as provided below. In the event that the Company achieves a cumulative Pretax Income for Years 1, 2 and 3 exceeding 1,598,000 (the “Year 3 Cumulative Floor”) but less than the Year 3 Cumulative Target, the Buyer shall be required to pay to the Sellers as provided below an amount equal to the product of: (A) the Year 3 Cumulative Maximum Payment; and (B) the following fraction, expressed as a percentage, with the numerator being the cumulative Pretax Income for Years 1, 2 and 3 minus the Year 3 Cumulative Floor and the denominator being the Year 3 Cumulative Target minus the Year 3 Cumulative Floor, minus the Actual Year 1 Payment (a) is hereinafter referred to as the “Actual Year 3 Payment.” The Actual Year 3 Payment, if any, shall be paid by the Buyer to the Sellers on a pro rata basis based upon each Seller’s ownership of the Shares immediately prior to the Closing Date, within 5 days after the determination of the Actual Year 3 Payment becomes final and binding pursuant to Section 2.1.3(b), by wire transfer of immediately available funds as directed by the Sellers to the Buyer. (b) Within 30 days after each of the first three anniversaries of the Closing Date, the Buyer shall cause to be prepared and delivered to the Sellers a calculation and all supporting documentation of the Actual Year 1 Payment, the Actual Year 2 Payment and the Actual Year 3 Payment, respectively or the calculation and all supporting documentation evidencing that no such payment is due (the “Earn-out Payment Calculations”). Within 30 days following receipt by the Sellers of the Earn-out Payment Calculations, the Sellers shall deliver written notice to the Buyer (an “Earn-out Objection Notice”), of any dispute they have regarding the Earn-out Payment Calculations. The Earn-out Objection Notice must describe in reasonable detail the items contained in the Earn-out Payment Calculations that the Sellers dispute and the basis for any such disputes. Any determination set forth on the Earn-out Payment Calculations which is not specifically objected to in the Earn-out Objection Notice shall be deemed acceptable and shall be final and binding upon the Buyer and the Sellers upon delivery of the Earn-out Objection Notice. If the Sellers do not provide the Buyer with an Earn-out Objection Notice within such 30-day period, such Earn-out Payment Calculations will be final, conclusive and binding on the Buyer and the Sellers. In the event the Sellers provide an Earn-out Objection Notice to the Buyer, the Buyer and the Sellers shall negotiate in good faith to resolve any such disputes. If the Buyer and the Sellers, notwithstanding such good faith effort, fail to resolve any of the disputes described in the Earn-out Objection Notice within 30 days after the Buyer’s receipt of the Earn-out Objection Notice, then the Buyer and the Sellers jointly shall engage the firm of Deloitte & Touche LLP (the “Arbitration Firm”) to resolve such disputes in accordance with the terms of this Agreement. As promptly as practicable thereafterIn the event that the CPMRC Content Orders during Earnout Year 1 is less than $2,700,000, the Buyer 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 Sellers shall each prepare and submit any relevant materials 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 Arbitration Firm, along with copies Sellers 66.667% of the Earn-out Payment Calculations 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, 2009 (“Earnout Year 2”, and Earn-out Objection Notice. As soon as practicable thereaftertogether with Earnout Year 1, each, an “Earnout Year”) of at least $3,600,000 (the “Earnout Year 2 Target”), the Buyer and Purchaser shall pay to the Sellers shall cause the Arbitration Firm to make a final determination an aggregate amount of the Actual Year 1 Payment, the Actual $1,500,000 (“Year 2 Payment or the Actual Year 3 Payment Earnout Amount”) in accordance with the terms of this Agreement. The Arbitration Firm In the event that the CPMRC Content Orders during Earnout Year 2 is less than $3,600,000, the Purchaser shall make an independent determination pay to the Sellers a proportional amount of the Actual Year 1 Payment2 Earnout Amount that is equal to the product of (1) the Year 2 Earnout Amount multiplied by (2) a fraction, the Actual numerator of which is the amount of CPMRC Content Orders during Earnout Year 2 Payment or the Actual Year 3 Payment that shall be final and binding on the Sellers and the Buyer. The fees, costs and expenses denominator of which is the Arbitration Firm shall be paid by the party whose calculation of the Earn-out Payment in dispute was different by the greater amount from that of the Arbitration FirmEarnout Year 2 Target. (c) From and after the Closing Date through the third anniversary thereof, G▇▇▇▇▇▇▇ and R▇▇▇▇▇▇ shall have control over the performance of the Company, subject to oversight by Buyer in accordance with the strategy outlined by Buyer. All aspects of the operation of the Business by the Company after the Closing Date through the third anniversary thereof will be accounted for through the Company. The continued employment of G▇▇▇▇▇▇▇ and R▇▇▇▇▇▇ by the Company shall not be a condition precedent to the payment of the Earn-out Payments. The Buyer covenants and agrees that it shall not cause the Company to accelerate (or defer) any sales, or defer (or accelerate) any expenses, in a manner that would increase (or reduce) Pretax Income, except to the extent that any such deferral or acceleration is done in good faith for a legitimate business purpose and not with the intent of affecting any Earn-out Payment. The Buyer acknowledges and agrees that it intends to pay off any of the Company’s indebtedness for borrowed money within twelve months after Closing and does not presently intend to leverage the Business during the first three years following the Closing, such that interest expense during the first three years following the Closing should be nominal, except as reasonably required by the Business.

Earnout. (a) In connection with this Section 2.5, Acquisition Sub shall deliver to the event that Representative no later than sixty (60) days following the Company achieves a Pretax Income above certain thresholds after end of the twelfth (12th) full calendar month following the Closing Date as provided below, the Sellers will be entitled to the payments set forth in this Section 2.1.3 (“Earn-out Payments”). The Earn-out Payments shall be calculated as follows: such twelve (i12) In the event that the Company achieves an Pretax Income of at least $611,000 (the “Year 1 Target”) for the fiscal year full month period beginning on with the first day after of the first month following the Closing Date and ending on the first anniversary end of the Closing Date twelfth (“Year 1”12th) full calendar month of such date, the "Earnout Period"), financial statements of Acquisition Sub setting forth the Buyer shall be required to pay $433,000 amount of aggregate Net Income of Acquisition Sub (the “Year 1 Maximum Payment”) to "Acquisition Sub Financial Statements"), along with a reasonably detailed description of the Sellers as provided belowcalculations of the amount of the aggregate Net Income. In the event that Net Income of Acquisition Sub: (i) equals or exceeds the Company achieves an Pretax Income for Year 1 exceeding 487,000 Bonus Amount, Acquisition Sub shall (the “Year 1 Floor”A) but less than the Year 1 Target, the Buyer shall be required to pay to the Sellers (a) is hereinafter referred to as the “Actual Year 1 Payment.” The Actual Year 1 PaymentIVonyx $2,000,000, if any, of which $1,000,000 shall be paid by in four equal quarterly installments with the Buyer to the Sellers on a pro rata basis based upon each Seller’s ownership of the Shares immediately prior to the Closing Date, within 5 days after the determination of the Actual Year 1 Payment becomes final and binding pursuant to Section 2.1.3(b), by wire transfer of immediately available funds as directed by the Sellers to the Buyer. (ii) In the event that the Company achieves a cumulative Pretax Income of at least $1,417,000 (the “Year 2 Cumulative Target”) for the period beginning first installment due on the first day after the Closing Date and ending on the second anniversary of the Closing Date (“Years 1 and 2”)month following the end of the third Earnout Period, the Buyer shall be required to pay $866,000 (the “Year 2 Cumulative Maximum Payment”) to the Sellers, minus the Actual Year 1 Payment, as provided below. In the event that the Company achieves a cumulative Pretax Income for Years 1 and 2 exceeding 1,004,000 (the “Year 2 Cumulative Floor”) but less than the Year 2 Cumulative Target, the Buyer shall be required to pay to the Sellers as provided below an amount equal to the product of: (A) the Year 2 Cumulative Maximum Payment; and (B) issue to IVonyx 7,500,000 shares of Common Stock (the following fraction, expressed as a percentage, with the numerator being the cumulative Pretax Income for Years 1 and 2 minus the Year 2 Cumulative Floor and the denominator being the Year 2 Cumulative Target minus the Year 2 Cumulative Floor, minus the Actual Year 1 "Bonus Earnout Payment. In the event that the Company achieves a cumulative Pretax Income for Years 1 and 2 less than or equal to the Year 2 Cumulative Floor, no payment shall be required to be made by the Buyer to the Sellers pursuant to this clause "); (ii) equals or exceeds the Target Amount and is less than the Bonus Amount, Acquisition Sub shall (A) pay to IVonyx $2,000,000, of Section 2.1.3(a). The amount of any payment required to be made by the Buyer to the Sellers pursuant to this clause (ii) of Section 2.1.3(a) is hereinafter referred to as the “Actual Year 2 Payment.” The Actual Year 2 Payment, if any, which $1,000,000 shall be paid by in four equal quarterly installments with the Buyer to the Sellers on a pro rata basis based upon each Seller’s ownership of the Shares immediately prior to the Closing Date, within 5 days after the determination of the Actual Year 2 Payment becomes final and binding pursuant to Section 2.1.3(b), by wire transfer of immediately available funds as directed by the Sellers to the Buyer. (iii) In the event that the Company achieves a cumulative Pretax Income of at least $2,513,000 (the “Year 3 Cumulative Target”) for the period beginning first installment due on the first day of the month following the three month period after the Closing Date and ending on the third anniversary end of the Closing Date (“Years 1,2 and 3”)Earnout Period, the Buyer shall be required to pay $1,300,000 (the “Year 3 Cumulative Maximum Payment”) to the Sellers, minus the Actual Year 1 Payment and the Actual Year 2 Payment, as provided below. In the event that the Company achieves a cumulative Pretax Income for Years 1, 2 and 3 exceeding 1,598,000 (the “Year 3 Cumulative Floor”) but less than the Year 3 Cumulative Target, the Buyer shall be required to pay to the Sellers as provided below an amount equal to the product of: (A) the Year 3 Cumulative Maximum Payment; and (B) issue to IVonyx 2,500,000 shares of Common Stock (the following fraction"Target Earnout Payment"); or (iii) does not equal or exceed the Target Amount but equals or exceeds the Reduced Target Amount, expressed as a percentageAcquisition Sub shall (A) pay to IVonyx $666,667 plus an incremental 33% of the amount by which Net Income exceeds the Reduced Target Amount, to be paid in four equal quarterly installments with the numerator being first installment due on the cumulative Pretax Income for Years 1, 2 and 3 minus the Year 3 Cumulative Floor and the denominator being the Year 3 Cumulative Target minus the Year 3 Cumulative Floor, minus the Actual Year 1 Payment (a) is hereinafter referred to as the “Actual Year 3 Payment.” The Actual Year 3 Payment, if any, shall be paid by the Buyer to the Sellers on a pro rata basis based upon each Seller’s ownership first day of the Shares immediately prior to month following the Closing Date, within 5 days three month period after the determination end of the Actual Year 3 Payment becomes final and binding pursuant to Section 2.1.3(b), by wire transfer of immediately available funds as directed by Earnout Period (the Sellers to the Buyer. (b) Within 30 days after "Reduced Target Earnout Payment," with each of the first three anniversaries of the Closing Date, the Buyer shall cause to be prepared and delivered to the Sellers a calculation and all supporting documentation of the Actual Year 1 Payment, the Actual Year 2 Bonus Earnout Payment and the Actual Year 3 Target Earnout Payment referred to herein as an "Earnout Payment, respectively or the calculation and all supporting documentation evidencing that no such payment is due (the “Earn-out Payment Calculations”). Within 30 days following receipt by the Sellers of the Earn-out Payment Calculations, the Sellers shall deliver written notice to the Buyer (an “Earn-out Objection Notice”"), of any dispute they have regarding the Earn-out Payment Calculations. The Earn-out Objection Notice must describe in reasonable detail the items contained in the Earn-out Payment Calculations that the Sellers dispute and the basis for any such disputes. Any determination set forth on the Earn-out Payment Calculations which is not specifically objected to in the Earn-out Objection Notice shall be deemed acceptable and shall be final and binding upon the Buyer and the Sellers upon delivery of the Earn-out Objection Notice. If the Sellers do not provide the Buyer with an Earn-out Objection Notice within such 30-day period, such Earn-out Payment Calculations will be final, conclusive and binding on the Buyer and the Sellers. In the event the Sellers provide an Earn-out Objection Notice to the Buyer, the Buyer and the Sellers shall negotiate in good faith to resolve any such disputes. If the Buyer and the Sellers, notwithstanding such good faith effort, fail to resolve any of the disputes described in the Earn-out Objection Notice within 30 days after the Buyer’s receipt of the Earn-out Objection Notice, then the Buyer and the Sellers jointly shall engage the firm of Deloitte & Touche LLP (the “Arbitration Firm”) to resolve such disputes each case in accordance with the terms of this AgreementSection 2.5. As promptly as practicable thereafterUnless the Representative gives written notice to Acquisition Sub on or before the twentieth (20th) calendar day after the Representative's receipt of the Acquisition Sub Financial Statements, specifying in reasonable detail all disputed items and the basis therefor, the Buyer Representative shall be deemed to have accepted the Acquisition Sub Financial Statements and Acquisition Sub shall have (i) no obligation to pay any Earnout Payment to IVonyx if Net Income is less than the Reduced Target Amount or (ii) an obligation to pay the applicable Earnout Payment if Net Income is above the Reduced Target Amount. If the Representative so notifies Acquisition Sub of his objection to the Acquisition Sub Financial Statements, the Representative and Acquisition Sub shall, within twenty (20) days following such notice, attempt to resolve their differences in good faith, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. If, at the end of such twenty (20) day period, the Representative and Acquisition Sub are unable to resolve such disagreements, the independent accountants of Acquisition Sub and the Sellers Representative shall each prepare and submit jointly select a third independent auditor of recognized national standing to resolve any relevant materials to the Arbitration Firm, along with copies of the Earn-out Payment Calculations and Earn-out Objection Notice. As soon as practicable thereafter, the Buyer and the Sellers shall cause the Arbitration Firm to make a final determination of the Actual Year 1 Payment, the Actual Year 2 Payment or the Actual Year 3 Payment in accordance with the terms of this Agreement. The Arbitration Firm shall make an independent determination of the Actual Year 1 Payment, the Actual Year 2 Payment or the Actual Year 3 Payment that shall be final and binding on the Sellers and the Buyer. The fees, costs and expenses of the Arbitration Firm shall be paid by the party whose calculation of the Earn-out Payment in dispute was different by the greater amount from that of the Arbitration Firm. (c) From and after the Closing Date through the third anniversary thereof, G▇▇▇▇▇▇▇ and R▇▇▇▇▇▇ shall have control over the performance of the Company, subject to oversight by Buyer in accordance with the strategy outlined by Buyer. All aspects of the operation of the Business by the Company after the Closing Date through the third anniversary thereof will be accounted for through the Company. The continued employment of G▇▇▇▇▇▇▇ and R▇▇▇▇▇▇ by the Company shall not be a condition precedent to the payment of the Earn-out Payments. The Buyer covenants and agrees that it shall not cause the Company to accelerate (or defer) any sales, or defer (or accelerate) any expenses, in a manner that would increase (or reduce) Pretax Income, except to the extent that any such deferral or acceleration is done in good faith for a legitimate business purpose and not with the intent of affecting any Earn-out Payment. The Buyer acknowledges and agrees that it intends to pay off any of the Company’s indebtedness for borrowed money within twelve months after Closing and does not presently intend to leverage the Business during the first three years following the Closing, such that interest expense during the first three years following the Closing should be nominal, except as reasonably required by the Business.remaining

Earnout. (a) The Company Stockholders and the Engaged Option Holders shall be entitled to receive their pro rata portion of such number of Company Contingent Shares, fully paid and free and clear of all Liens other than applicable federal and state securities law restrictions, as set forth below upon satisfaction of any of the following conditions (each, an “Company Earnout Condition”): (i) 5,500,000 Company Contingent Shares if the closing price of the Surviving Pubco Common Stock equals or exceeds $12.00 per share on any twenty (20) trading days in a thirty (30)-trading-day period at any time after the Closing Date and no later than 36 months following the Closing Date; (ii) 2,250,000 Company Contingent Shares if the closing price of the Surviving Pubco Common Stock equals or exceeds $15.00 per share on any twenty (20) trading days in a thirty (30)-trading-day period at any time after the Closing Date and no later than 36 months following the Closing Date; and (iii) 1,250,000 Company Contingent Shares if the closing price of the Surviving Pubco Common Stock equals or exceeds $18.00 per share on any twenty (20) trading days in a thirty (30)-trading-day period at any time after the Closing Date and no later than 36 months following the Closing Date. (b) Each Company Earnout Condition will be evaluated on a stand-alone basis, without reference to any other Company Earnout Condition. If a Company Earnout Condition is satisfied, within five (5) Business Days after the last trading day in such thirty-day period, Surviving Pubco shall instruct the Exchange Agent to issue the Company Contingent Shares earned therefrom to each Company Stockholder and Engaged Option Holder in such amounts equal to each Company Stockholder’s and Employee Option Holder’s Applicable Percentage multiplied by such number of Company Contingent Shares corresponding to the applicable Company Earnout Condition (the “Earnout Instruction”), with no action being required on the part of the Company Stockholders. (c) Until the Company Contingent Shares are issued in accordance with this Section 4.04, (i) the right to receive any Company Contingent Shares is not transferable except by operation of Law relating to descent and distribution, divorce and community property of such Company Stockholder or Engaged Option Holder, and does not constitute an equity or ownership interest in Surviving Pubco, and (ii) the Company Stockholders and Engaged Option Holders shall not have any rights as a shareholder of Surviving Pubco as a result of the Company Stockholders’ and Engaged Option Holders’ right to receive any Company Contingent Shares hereunder. (d) From and after the Closing, at all times a Company Contingent Share remains subject to an Company Earnout Condition, Surviving Pubco will keep available for issuance a sufficient number of unissued shares of Surviving Pubco Common Stock to permit Surviving Pubco to satisfy its issuance obligations set forth in this Section 4.04 and will take all actions required to increase the authorized number of shares of Surviving Pubco Common Stock if at any time there will be insufficient unissued shares of Surviving Pubco Common Stock to permit such reservation. (e) The Company Contingent Shares and the underlying target price for each Company Earnout Condition will be adjusted appropriately to reflect any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Surviving Pubco Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Surviving Pubco Common Stock, occurring on or after the date hereof and prior to the time any such Company Contingent Shares are issued. It is the intent of the Parties that such adjustments will be made in order to provide to the Company Stockholders and Engaged Option Holders the same economic effect as contemplated by this Agreement as if no change with respect to the Surviving Pubco Common Stock had occurred. (f) In the event that the Company achieves a Pretax Income above certain thresholds after the Closing Date as provided belowand no later than 36 months following the Closing Date there is an Earnout Trigger Event, the Sellers will then any Company Earnout Condition not previously satisfied shall be entitled deemed satisfied immediately prior to the payments occurrence of such Earnout Trigger Event in accordance with the following: (i) If the Earnout Trigger Event occurs prior to the one-year anniversary of the Closing Date and results in an Earnout Trigger Price that is greater than $10.00, but less than $12.00, then a portion of the Company Contingent Shares identified in Section 4.04(a)(i) shall be issued to the Company Stockholders and Engaged Option Holders in accordance with the provisions set forth in this Section 2.1.3 4.04 (“Earn-out Payments”). The Earn-out Payments such portion shall be the amount of Company Contingent Shares identified in Section 4.04(a)(i) multiplied by a fraction calculated as follows:as: (A) the numerator of which shall be the Earnout Trigger Price minus $10 and (B) the denominator of which is 2). (iii) In If the event that the Company achieves an Pretax Income of at least $611,000 (the “Year 1 Target”) for the fiscal year beginning on the first day Earnout Trigger Event occurs after the Closing Date and ending on the first one-year anniversary of the Closing Date (“Year 1”)and results in an Earnout Trigger Price that is less than $12.00, then none of the Buyer Company Contingent Shares shall be required to pay $433,000 (the “Year 1 Maximum Payment”) to the Sellers as provided below. In the event that the Company achieves an Pretax Income for Year 1 exceeding 487,000 (the “Year 1 Floor”) but less than the Year 1 Target, the Buyer shall be required to pay to the Sellers (a) is hereinafter referred to as the “Actual Year 1 Payment.” The Actual Year 1 Payment, if any, shall be paid by the Buyer to the Sellers on a pro rata basis based upon each Seller’s ownership of the Shares immediately prior to the Closing Date, within 5 days after the determination of the Actual Year 1 Payment becomes final and binding pursuant to Section 2.1.3(b), by wire transfer of immediately available funds as directed by the Sellers to the Buyer. (ii) In the event that the Company achieves a cumulative Pretax Income of at least $1,417,000 (the “Year 2 Cumulative Target”) for the period beginning on the first day after the Closing Date and ending on the second anniversary of the Closing Date (“Years 1 and 2”), the Buyer shall be required to pay $866,000 (the “Year 2 Cumulative Maximum Payment”) to the Sellers, minus the Actual Year 1 Payment, as provided below. In the event that the Company achieves a cumulative Pretax Income for Years 1 and 2 exceeding 1,004,000 (the “Year 2 Cumulative Floor”) but less than the Year 2 Cumulative Target, the Buyer shall be required to pay to the Sellers as provided below an amount equal to the product of: (A) the Year 2 Cumulative Maximum Payment; and (B) the following fraction, expressed as a percentage, with the numerator being the cumulative Pretax Income for Years 1 and 2 minus the Year 2 Cumulative Floor and the denominator being the Year 2 Cumulative Target minus the Year 2 Cumulative Floor, minus the Actual Year 1 Payment. In the event that the Company achieves a cumulative Pretax Income for Years 1 and 2 less than or equal to the Year 2 Cumulative Floor, no payment shall be required to be made by the Buyer to the Sellers pursuant to this clause (ii) of Section 2.1.3(a). The amount of any payment required to be made by the Buyer to the Sellers pursuant to this clause (ii) of Section 2.1.3(a) is hereinafter referred to as the “Actual Year 2 Payment.” The Actual Year 2 Payment, if any, shall be paid by the Buyer to the Sellers on a pro rata basis based upon each Seller’s ownership of the Shares immediately prior to the Closing Date, within 5 days after the determination of the Actual Year 2 Payment becomes final and binding pursuant to Section 2.1.3(b), by wire transfer of immediately available funds as directed by the Sellers to the Buyerissued. (iii) In If the event that Earnout Trigger Event occurs at any time during the Company achieves a cumulative Pretax Income of at least $2,513,000 (the “Year 3 Cumulative Target”) for the period beginning on the first day after 36 months following the Closing Date and ending on the third anniversary of the Closing Date (“Years 1,2 and 3”)results in an Earnout Trigger Price that is equal to or greater than $12.00, the Buyer shall be required to pay $1,300,000 (the “Year 3 Cumulative Maximum Payment”) to the Sellers, minus the Actual Year 1 Payment and the Actual Year 2 Payment, as provided below. In the event that the Company achieves a cumulative Pretax Income for Years 1, 2 and 3 exceeding 1,598,000 (the “Year 3 Cumulative Floor”) but less than $15.00, then only the Year 3 Cumulative Target, portion of the Buyer Company Contingent Shares identified in Section 4.04(a)(i) shall be required to pay issued to the Sellers as provided below an amount equal to the product of: (A) the Year 3 Cumulative Maximum Payment; Company Stockholders and (B) the following fraction, expressed as a percentage, with the numerator being the cumulative Pretax Income for Years 1, 2 and 3 minus the Year 3 Cumulative Floor and the denominator being the Year 3 Cumulative Target minus the Year 3 Cumulative Floor, minus the Actual Year 1 Payment (a) is hereinafter referred to as the “Actual Year 3 Payment.” The Actual Year 3 Payment, if any, shall be paid by the Buyer to the Sellers on a pro rata basis based upon each Seller’s ownership of the Shares immediately prior to the Closing Date, within 5 days after the determination of the Actual Year 3 Payment becomes final and binding pursuant to Section 2.1.3(b), by wire transfer of immediately available funds as directed by the Sellers to the Buyer. (b) Within 30 days after each of the first three anniversaries of the Closing Date, the Buyer shall cause to be prepared and delivered to the Sellers a calculation and all supporting documentation of the Actual Year 1 Payment, the Actual Year 2 Payment and the Actual Year 3 Payment, respectively or the calculation and all supporting documentation evidencing that no such payment is due (the “Earn-out Payment Calculations”). Within 30 days following receipt by the Sellers of the Earn-out Payment Calculations, the Sellers shall deliver written notice to the Buyer (an “Earn-out Objection Notice”), of any dispute they have regarding the Earn-out Payment Calculations. The Earn-out Objection Notice must describe in reasonable detail the items contained in the Earn-out Payment Calculations that the Sellers dispute and the basis for any such disputes. Any determination set forth on the Earn-out Payment Calculations which is not specifically objected to in the Earn-out Objection Notice shall be deemed acceptable and shall be final and binding upon the Buyer and the Sellers upon delivery of the Earn-out Objection Notice. If the Sellers do not provide the Buyer with an Earn-out Objection Notice within such 30-day period, such Earn-out Payment Calculations will be final, conclusive and binding on the Buyer and the Sellers. In the event the Sellers provide an Earn-out Objection Notice to the Buyer, the Buyer and the Sellers shall negotiate in good faith to resolve any such disputes. If the Buyer and the Sellers, notwithstanding such good faith effort, fail to resolve any of the disputes described in the Earn-out Objection Notice within 30 days after the Buyer’s receipt of the Earn-out Objection Notice, then the Buyer and the Sellers jointly shall engage the firm of Deloitte & Touche LLP (the “Arbitration Firm”) to resolve such disputes Engaged Option Holders in accordance with the terms provisions set forth in this Section 4.04. (iv) If the Earnout Trigger Event occurs at any time during the 36 months following the Closing Date and results in an Earnout Trigger Price that is equal to or greater than $15.00, but less than $18.00, then only the portion of this Agreement. As promptly as practicable thereafter, the Buyer Company Contingent Shares identified in Section 4.04(a)(i) and the Sellers (ii) shall each prepare and submit any relevant materials be issued to the Arbitration Firm, along with copies of the Earn-out Payment Calculations Company Stockholders and Earn-out Objection Notice. As soon as practicable thereafter, the Buyer and the Sellers shall cause the Arbitration Firm to make a final determination of the Actual Year 1 Payment, the Actual Year 2 Payment or the Actual Year 3 Payment Engaged Option Holders in accordance with the terms of provisions set forth in this Agreement. The Arbitration Firm shall make an independent determination of the Actual Year 1 Payment, the Actual Year 2 Payment or the Actual Year 3 Payment that shall be final and binding on the Sellers and the Buyer. The fees, costs and expenses of the Arbitration Firm shall be paid by the party whose calculation of the Earn-out Payment in dispute was different by the greater amount from that of the Arbitration FirmSection 4.04. (cv) From and after If the Earnout Trigger Event occurs at any time during the 36 months following the Closing Date through the third anniversary thereofand results in an Earnout Trigger Price equal to or greater than $18.00, G▇▇▇▇▇▇▇ and R▇▇▇▇▇▇ shall have control over the performance then all of the Company, subject Company Contingent Shares shall be issued to oversight by Buyer the Company Stockholders and Engaged Option Holders in accordance with the strategy outlined by Buyer. All aspects of the operation of the Business by the Company after the Closing Date through the third anniversary thereof will be accounted for through the Company. The continued employment of G▇▇▇▇▇▇▇ and R▇▇▇▇▇▇ by the Company shall not be a condition precedent to the payment of the Earn-out Payments. The Buyer covenants and agrees that it shall not cause the Company to accelerate (or defer) any sales, or defer (or accelerate) any expenses, provisions set forth in a manner that would increase (or reduce) Pretax Income, except to the extent that any such deferral or acceleration is done in good faith for a legitimate business purpose and not with the intent of affecting any Earn-out Payment. The Buyer acknowledges and agrees that it intends to pay off any of the Company’s indebtedness for borrowed money within twelve months after Closing and does not presently intend to leverage the Business during the first three years following the Closing, such that interest expense during the first three years following the Closing should be nominal, except as reasonably required by the Businessthis Section 4.04.

Earnout. (a) In Following the event that Closing, upon the Company achieves a Pretax Income above certain thresholds after terms and subject to the Closing Date as provided belowconditions set forth herein, the Sellers will be entitled shall have the contingent right to receive as additional consideration for the payments set forth in this Section 2.1.3 Share Exchange an aggregate amount of additional Pubco Ordinary Shares equal to (i) the number of Earnout Shares, multiplied by (ii) a percentage equal to (A) 100% minus (B) the Maxim Fee Percentage (the “Earn-out PaymentsDelta Earnout Shares”). . (b) The Earn-out Payments Sellers shall be calculated as followshave the contingent right to receive the Delta Earnout Shares if: (i) In the event that the Company achieves an Pretax Income of at least 2025 Revenue is equal to or exceeds Seven Hundred Million Dollars ($611,000 (the “Year 1 Target”) for the fiscal year beginning on the first day after the Closing Date and ending on the first anniversary of the Closing Date (“Year 1”700,000,000), the Buyer shall be required to pay $433,000 (the “Year 1 Maximum Payment”) to the Sellers as provided below. In the event that the Company achieves an Pretax Income for Year 1 exceeding 487,000 (the “Year 1 Floor”) but less than the Year 1 Target, the Buyer shall be required to pay to the Sellers (a) is hereinafter referred to as the “Actual Year 1 Payment.” The Actual Year 1 Payment, if any, shall be paid by the Buyer to the Sellers on a pro rata basis based upon each Seller’s ownership of the Shares immediately prior to the Closing Date, within 5 days after the determination of the Actual Year 1 Payment becomes final and binding pursuant to Section 2.1.3(b), by wire transfer of immediately available funds as directed by the Sellers to the Buyer.; and (ii) In the event that the Company achieves a cumulative Pretax Income of at least $1,417,000 (the “Year 2 Cumulative Target”) for the period beginning on the first day after the Closing Date and ending on the second anniversary of the Closing Date (“Years 1 and 2”), the Buyer shall be required to pay $866,000 (the “Year 2 Cumulative Maximum Payment”) to the Sellers, minus the Actual Year 1 Payment, as provided below. In the event that the Company achieves a cumulative Pretax Income for Years 1 and 2 exceeding 1,004,000 (the “Year 2 Cumulative Floor”) but less than the Year 2 Cumulative Target, the Buyer shall be required to pay to the Sellers as provided below an amount equal to the product of: either (A) the Year 2 Cumulative Maximum Payment; and 2025 EBITDA is equal to or exceeds Twenty Million Dollars ($20,000,000) or (B) the following fraction, expressed as a percentage, with the numerator being the cumulative Pretax 2025 Net Income for Years 1 and 2 minus the Year 2 Cumulative Floor and the denominator being the Year 2 Cumulative Target minus the Year 2 Cumulative Floor, minus the Actual Year 1 Payment. In the event that the Company achieves a cumulative Pretax Income for Years 1 and 2 less than or is equal to the Year 2 Cumulative Floor, no payment shall be required to be made by the Buyer to the Sellers pursuant to this clause or exceeds Ten Million Dollars (ii) of Section 2.1.3(a$10,000,000). The amount of any payment required to be made by the Buyer to the Sellers pursuant to this clause (ii) of Section 2.1.3(a) is hereinafter referred to as the “Actual Year 2 Payment.” The Actual Year 2 Payment, if any, shall be paid by the Buyer to the Sellers on a pro rata basis based upon each Seller’s ownership of the Shares immediately prior to the Closing Date, within 5 days after the determination of the Actual Year 2 Payment becomes final and binding pursuant to Section 2.1.3(b), by wire transfer of immediately available funds as directed by the Sellers to the Buyer. (iii) In the event that the Company achieves a cumulative Pretax Income of at least $2,513,000 (the “Year 3 Cumulative Target”) for the period beginning on the first day after the Closing Date and ending on the third anniversary of the Closing Date (“Years 1,2 and 3”), the Buyer shall be required to pay $1,300,000 (the “Year 3 Cumulative Maximum Payment”) to the Sellers, minus the Actual Year 1 Payment and the Actual Year 2 Payment, as provided below. In the event that the Company achieves a cumulative Pretax Income for Years 1, 2 and 3 exceeding 1,598,000 (the “Year 3 Cumulative Floor”) but less than the Year 3 Cumulative Target, the Buyer shall be required to pay to the Sellers as provided below an amount equal to the product of: (A) the Year 3 Cumulative Maximum Payment; and (B) the following fraction, expressed as a percentage, with the numerator being the cumulative Pretax Income for Years 1, 2 and 3 minus the Year 3 Cumulative Floor and the denominator being the Year 3 Cumulative Target minus the Year 3 Cumulative Floor, minus the Actual Year 1 Payment (a) is hereinafter referred to as the “Actual Year 3 Payment.” The Actual Year 3 Payment, if any, shall be paid by the Buyer to the Sellers on a pro rata basis based upon each Seller’s ownership of the Shares immediately prior to the Closing Date, within 5 days after the determination of the Actual Year 3 Payment becomes final and binding pursuant to Section 2.1.3(b), by wire transfer of immediately available funds as directed by the Sellers to the Buyer. (b) Within 30 days after each of the first three anniversaries of the Closing Date, the Buyer shall cause to be prepared and delivered to the Sellers a calculation and all supporting documentation of the Actual Year 1 Payment, the Actual Year 2 Payment and the Actual Year 3 Payment, respectively or the calculation and all supporting documentation evidencing that no such payment is due (the “Earn-out Payment Calculations”). Within 30 days following receipt by the Sellers of the Earn-out Payment Calculations, the Sellers shall deliver written notice to the Buyer (an “Earn-out Objection Notice”), of any dispute they have regarding the Earn-out Payment Calculations. The Earn-out Objection Notice must describe in reasonable detail the items contained in the Earn-out Payment Calculations that the Sellers dispute and the basis for any such disputes. Any determination set forth on the Earn-out Payment Calculations which is not specifically objected to in the Earn-out Objection Notice shall be deemed acceptable and shall be final and binding upon the Buyer and the Sellers upon delivery of the Earn-out Objection Notice. If the Sellers do not provide the Buyer with an Earn-out Objection Notice within such 30-day period, such Earn-out Payment Calculations will be final, conclusive and binding on the Buyer and the Sellers. In the event the Sellers provide an Earn-out Objection Notice to the Buyer, the Buyer and the Sellers shall negotiate in good faith to resolve any such disputes. If the Buyer and the Sellers, notwithstanding such good faith effort, fail to resolve any of the disputes described in the Earn-out Objection Notice within 30 days after the Buyer’s receipt of the Earn-out Objection Notice, then the Buyer and the Sellers jointly shall engage the firm of Deloitte & Touche LLP (the “Arbitration Firm”) to resolve such disputes in accordance with the terms of this Agreement. As promptly as practicable thereafter, the Buyer and the Sellers shall each prepare and submit any relevant materials to the Arbitration Firm, along with copies of the Earn-out Payment Calculations and Earn-out Objection Notice. As soon as practicable thereafter, the Buyer and the Sellers shall cause the Arbitration Firm to make a final determination of the Actual Year 1 Payment, the Actual Year 2 Payment or the Actual Year 3 Payment in accordance with the terms of this Agreement. The Arbitration Firm shall make an independent determination of the Actual Year 1 Payment, the Actual Year 2 Payment or the Actual Year 3 Payment that shall be final and binding on the Sellers and the Buyer. The fees, costs and expenses of the Arbitration Firm shall be paid by the party whose calculation of the Earn-out Payment in dispute was different by the greater amount from that of the Arbitration Firm. (c) From The Delta Earnout Shares shall be issued to the Sellers within ten (10) calendar days following the date on which Pubco files the 2025 Annual Report with the SEC. The Delta Earnout Shares shall be allocated amongst the Sellers pro rata based on the number of Purchased Shares owned by each Seller as of the Closing. (d) If (i) Delta Earnout Shares are issued pursuant to this Section 2.4, (ii) within one (1) year of filing the 2025 Annual Report with the SEC, Pubco’s financial statements that are set forth therein are restated, (iii) prior to the time of such restatement Pubco has not changed its auditor that conducted the audit of Pubco’s audited financial statements set forth in the 2025 Annual Report, and (iv) in such restatement, either (x) 2025 Revenue (as restated, the “Restated 2025 Revenue”) is below $700,000,000 or (y) (A) 2025 EBITDA (as restated, the “Restated 2025 EBITDA”) is below $20,000,000 and (B) 2025 Net Income (as restated, the “Restated Net Income”) is equal to or exceeds $10,000,000, then a percentage equal to the greatest of the 2025 Revenue Shortfall Percentage, the 2025 EBITDA Shortfall Percentage and the 2025 Net Income Shortfall Percentage, in each case, of the number of Delta Earnout Shares shall be returned by the Sellers to Pubco and cancelled; provided, that in lieu of returning such Delta Earnout Shares the Sellers may, in their sole discretion, either (A) return other Pubco Ordinary Shares to Pubco and/or (B) pay an amount in cash to Pubco equal to the number of Delta Earnout Shares so required to be returned, multiplied by the VWAP of Pubco Ordinary Shares for the twenty (20) Trading Days ending immediately prior the date of such payment. For the avoidance of doubt, the foregoing provisions of this Section 2.4(d) (I) shall not apply if Pubco changes it auditor after the Closing Date through the third anniversary thereof, G▇▇▇▇▇▇▇ and R▇▇▇▇▇▇ shall have control over the performance filing of the Company2025 Annual Report and prior to such restatement, subject to oversight by Buyer in accordance with the strategy outlined by Buyer. All aspects and (II) will not impose any restrictions on transfer or disposition of the operation of the Business Delta Earnout Shares by the Company Sellers after the Closing Date through the third anniversary thereof will be accounted for through the Company. The continued employment issuance of G▇▇▇▇▇▇▇ and R▇▇▇▇▇▇ by the Company shall not be a condition precedent such Delta Earnout Shares pursuant to the payment of the Earn-out Payments. The Buyer covenants and agrees that it shall not cause the Company to accelerate (or defer) any sales, or defer (or accelerate) any expenses, in a manner that would increase (or reduce) Pretax Income, except to the extent that any such deferral or acceleration is done in good faith for a legitimate business purpose and not with the intent of affecting any Earn-out Payment. The Buyer acknowledges and agrees that it intends to pay off any of the Company’s indebtedness for borrowed money within twelve months after Closing and does not presently intend to leverage the Business during the first three years following the Closing, such that interest expense during the first three years following the Closing should be nominal, except as reasonably required by the Businessthis Section 2.4.

Earnout. (a) In After the event that Closing, subject to the Company achieves a Pretax Income above certain thresholds after the Closing Date as provided belowterms and conditions set forth herein, the Sellers will be entitled shall have the contingent right to receive in the payments set forth in this Section 2.1.3 aggregate up to an additional Three Million Two Hundred Thousand (3,200,000) Pubco 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 “Earn-out PaymentsEarnout Shares” and, together with the Exchange Shares, the “Consideration Shares”) as additional consideration based on Pubco achieving certain Net Revenue milestones for each of the fiscal years 2023 and 2024 (each, a “Net Revenue Earnout Year”; such period, the “Earnout Period”). The Earn-out Payments Sellers’ right to receive the Earnout Shares shall be calculated vest and become due and issuable as follows: (i) In the event that the Company achieves an Pretax Income Net Revenue of at least $611,000 (Pubco as reported in the “Year 1 Target”) audited financial statements set forth in the annual report of Pubco for the fiscal year beginning on ended December 31, 2023 filed with the first day after SEC is equal to or exceeds One Hundred Seventy Million Dollars ($170,000,000) (the Closing Date and ending on the first anniversary of the Closing Date (“Year 12023 Net Revenue Earnout Milestone”), then, subject to the Buyer terms and conditions of this Agreement, the Sellers shall be required entitled to pay $433,000 receive One Million Six Hundred Thousand (1,600,000) of the Earnout Shares (the “Year 1 Maximum PaymentFirst Tranche”) to the Sellers as provided below. In the event that the Company achieves an Pretax Income for Year 1 exceeding 487,000 (the “Year 1 Floor”) but less than the Year 1 Target, the Buyer shall be required to pay to the Sellers (a) is hereinafter referred to as the “Actual Year 1 Payment.” The Actual Year 1 Payment, if any, shall be paid by the Buyer to the Sellers on a pro rata basis based upon each Seller’s ownership of the Shares immediately prior to the Closing Date, within 5 days after the determination of the Actual Year 1 Payment becomes final and binding pursuant to Section 2.1.3(b), by wire transfer of immediately available funds as directed by the Sellers to the Buyerwith each Seller receiving its Pro Rata Share thereof. (ii) In the event that the Company achieves a cumulative Pretax Income Net Revenue of at least Pubco as reported in the audited financial statements set forth in the annual report of Pubco for the fiscal year ended December 31, 2024 filed with the SEC is equal to or exceeds Two Hundred Million Dollars ($1,417,000 200,000,000) (the “Year 2 Cumulative Target”) for 2024 Net Revenue Earnout Milestone” and, together with the period beginning on 2023 Net Revenue Earnout Milestone, the first day after the Closing Date and ending on the second anniversary of the Closing Date (“Years 1 and 2Net Revenue Earnout Milestones”), then, subject to the Buyer terms and conditions of this Agreement, the Sellers shall be required entitled to pay $866,000 receive One Million Six Hundred Thousand (1,600,000) of the Earnout Shares (the “Year 2 Cumulative Maximum PaymentSecond Tranche”) to the Sellers), minus the Actual Year 1 Payment, as provided belowwith each Seller receiving its Pro Rata Share thereof. In the event that the Company achieves a cumulative Pretax Income for Years 1 and 2 exceeding 1,004,000 (applicable Earnout Milestones are not met during the “Year 2 Cumulative Floor”) but less than the Year 2 Cumulative Targetapplicable periods, the Buyer Sellers shall not be required entitled to pay to receive the Sellers as provided below an amount equal to the product of: (A) the Year 2 Cumulative Maximum Payment; and (B) the following fraction, expressed as a percentage, with the numerator being the cumulative Pretax Income for Years 1 and 2 minus the Year 2 Cumulative Floor and the denominator being the Year 2 Cumulative Target minus the Year 2 Cumulative Floor, minus the Actual Year 1 Payment. In the event that the Company achieves a cumulative Pretax Income for Years 1 and 2 less than or equal to the Year 2 Cumulative Floor, no payment shall be required to be made by the Buyer to the Sellers pursuant to this clause (ii) of Section 2.1.3(a). The amount of any payment required to be made by the Buyer to the Sellers pursuant to this clause (ii) of Section 2.1.3(a) is hereinafter referred to as the “Actual Year 2 Payment.” The Actual Year 2 Payment, if any, shall be paid by the Buyer to the Sellers on a pro rata basis based upon each Seller’s ownership applicable portion of the Shares immediately prior to the Closing Date, within 5 days after the determination of the Actual Year 2 Payment becomes final and binding pursuant to Section 2.1.3(b), by wire transfer of immediately available funds as directed by the Sellers to the Buyer. (iii) In the event that the Company achieves a cumulative Pretax Income of at least $2,513,000 (the “Year 3 Cumulative Target”) for the period beginning on the first day after the Closing Date and ending on the third anniversary of the Closing Date (“Years 1,2 and 3”), the Buyer shall be required to pay $1,300,000 (the “Year 3 Cumulative Maximum Payment”) to the Sellers, minus the Actual Year 1 Payment and the Actual Year 2 Payment, as provided below. In the event that the Company achieves a cumulative Pretax Income for Years 1, 2 and 3 exceeding 1,598,000 (the “Year 3 Cumulative Floor”) but less than the Year 3 Cumulative Target, the Buyer shall be required to pay to the Sellers as provided below an amount equal to the product of: (A) the Year 3 Cumulative Maximum Payment; and (B) the following fraction, expressed as a percentage, with the numerator being the cumulative Pretax Income for Years 1, 2 and 3 minus the Year 3 Cumulative Floor and the denominator being the Year 3 Cumulative Target minus the Year 3 Cumulative Floor, minus the Actual Year 1 Payment (a) is hereinafter referred to as the “Actual Year 3 Payment.” The Actual Year 3 Payment, if any, shall be paid by the Buyer to the Sellers on a pro rata basis based upon each Seller’s ownership of the Shares immediately prior to the Closing Date, within 5 days after the determination of the Actual Year 3 Payment becomes final and binding pursuant to Section 2.1.3(b), by wire transfer of immediately available funds as directed by the Sellers to the BuyerEarnout Shares. (b) Within 30 days Any Earnout Shares issued hereunder to Sellers shall be subject to the same restrictions and lock-up period(s) applicable to the Exchange Shares. (c) As soon as practicable (but in any event within twenty (20) Business Days) after each the completion of the first three anniversaries of the Closing Dateaudited consolidated financial statements for Pubco and its Subsidiaries for each Net Revenue Earnout Year, the Buyer shall cause to be prepared and delivered to the Sellers a calculation and all supporting documentation of the Actual Year 1 Payment, the Actual Year 2 Payment and the Actual Year 3 Payment, respectively or the calculation and all supporting documentation evidencing that no such payment is due Pubco’s Chief Financial Officer (the “Earn-out Payment CalculationsCFO”). Within 30 days following receipt by the Sellers of the Earn-out Payment Calculations, the Sellers shall ) will prepare and deliver written notice to the Buyer deliver to the Post-Closing Pubco Board for approval by a Disinterested Independent Director Majority a written statement (each, an “Earn-out Objection Notice”), of any dispute they have regarding the Earn-out Payment Calculations. The Earn-out Objection Notice must describe in reasonable detail the items contained in the Earn-out Payment Calculations that the Sellers dispute and the basis for any such disputes. Any determination set forth on the Earn-out Payment Calculations which is not specifically objected to in the Earn-out Objection Notice shall be deemed acceptable and shall be final and binding upon the Buyer and the Sellers upon delivery of the Earn-out Objection Notice. If the Sellers do not provide the Buyer with an Earn-out Objection Notice within such 30-day period, such Earn-out Payment Calculations will be final, conclusive and binding on the Buyer and the Sellers. In the event the Sellers provide an Earn-out Objection Notice to the Buyer, the Buyer and the Sellers shall negotiate in good faith to resolve any such disputes. If the Buyer and the Sellers, notwithstanding such good faith effort, fail to resolve any of the disputes described in the Earn-out Objection Notice within 30 days after the Buyer’s receipt of the Earn-out Objection Notice, then the Buyer and the Sellers jointly shall engage the firm of Deloitte & Touche LLP (the “Arbitration FirmEarnout Statement”) to resolve such disputes that sets forth the CFO’s determination in accordance with the terms of this AgreementSection 2.4 of the Net Revenue for such Net Revenue Earnout Year and whether the applicable Net Revenue Earnout Milestone has been satisfied for such Net Revenue Earnout Year. As promptly as practicable thereafterIf a Disinterested Independent Director Majority determines in good faith that the Sellers are entitled to receive Earnout Consideration for having achieved a Net Revenue Earnout Milestone pursuant to an Earnout Statement, the Buyer applicable portion of the Earnout Consideration will be due upon such final determination and Pubco shall deliver such Earnout Shares within ten (10) Business Days thereafter. (d) Following the Closing (including during the Earnout Period), Pubco and its Subsidiaries, including the Target Companies, shall be entitled to operate their respective businesses based upon the business requirements of Pubco and its Subsidiaries, consistent with past practice. Each of Pubco and its Subsidiaries, including the Target Companies, shall 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 have an impact on the ability of the Sellers to earn the Earnout Shares, and the Sellers shall each prepare not have any right to claim the loss of all or any portion of any Earnout Shares or other damages as a result of such decisions. Notwithstanding the foregoing, Pubco shall not, and submit shall cause its Subsidiaries, including the Target Companies, not to, take or omit to take any relevant materials to action that is in bad faith and has the Arbitration Firmprimary purpose of avoiding, along with copies reducing or preventing the achievement or attainment of the Earn-out Payment Calculations and Earn-out Objection Notice. As soon as practicable thereafter, the Buyer and the Sellers shall cause the Arbitration Firm to make a final determination of the Actual Year 1 Payment, the Actual Year 2 Payment or the Actual Year 3 Payment in accordance with the terms of this Agreement. The Arbitration Firm shall make an independent determination of the Actual Year 1 Payment, the Actual Year 2 Payment or the Actual Year 3 Payment that shall be final and binding on the Sellers and the Buyer. The fees, costs and expenses of the Arbitration Firm shall be paid by the party whose calculation of the Earn-out Payment in dispute was different by the greater amount from that of the Arbitration FirmNet Revenue Earnout Milestones. (c) From and after the Closing Date through the third anniversary thereof, G▇▇▇▇▇▇▇ and R▇▇▇▇▇▇ shall have control over the performance of the Company, subject to oversight by Buyer in accordance with the strategy outlined by Buyer. All aspects of the operation of the Business by the Company after the Closing Date through the third anniversary thereof will be accounted for through the Company. The continued employment of G▇▇▇▇▇▇▇ and R▇▇▇▇▇▇ by the Company shall not be a condition precedent to the payment of the Earn-out Payments. The Buyer covenants and agrees that it shall not cause the Company to accelerate (or defer) any sales, or defer (or accelerate) any expenses, in a manner that would increase (or reduce) Pretax Income, except to the extent that any such deferral or acceleration is done in good faith for a legitimate business purpose and not with the intent of affecting any Earn-out Payment. The Buyer acknowledges and agrees that it intends to pay off any of the Company’s indebtedness for borrowed money within twelve months after Closing and does not presently intend to leverage the Business during the first three years following the Closing, such that interest expense during the first three years following the Closing should be nominal, except as reasonably required by the Business.

Earnout. (a) In After the event that the Company achieves a Pretax Income above certain thresholds after the Closing Date as provided belowClosing, the Sellers will be entitled subject to the payments terms and conditions set forth in this Section 2.1.3 4.4, the Company Shareholders set out in Exhibit F (the “Earn-out PaymentsEarnout 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 Earn-out Payments Earnout Shareholders’ right to receive the Earnout Shares shall be calculated vest and become due and issuable as follows: (i) In in the event that the Company achieves an Pretax Income of at least $611,000 that, between one (the “Year 1 Target”1) for the fiscal year beginning on the first day month after the Closing Date and ending on the first anniversary date that is twenty-four (24) months after the Closing Date, the VWAP of the Closing Date 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 (“Year Earnout Event 1”), then the Buyer Earnout Shareholders shall be required entitled to pay $433,000 receive 1,000,000 Earnout Shares, with each Earnout Shareholder receiving its Pro Rata Portion thereof. (the “Year 1 Maximum Payment”ii) to the Sellers as provided below. In in the event that the Company achieves an Pretax Income for Year 1 exceeding 487,000 (revenue of the “Year 1 Floor”) but less than the Year 1 Target, the Buyer shall be required to pay to the Sellers (a) is hereinafter referred to as the “Actual Year 1 Payment.” The Actual Year 1 Payment, if any, shall be paid by the Buyer to the Sellers Purchaser and its Subsidiaries on a pro rata consolidated basis based upon each Seller’s ownership of by or before the Shares immediately prior to first full fiscal year after the Closing Date, within 5 days after calculated based on a full fiscal year, as set forth in the determination consolidated audited financial statements in the annual report of the Actual Year 1 Payment becomes final and binding pursuant Purchaser for that year, is equal to Section 2.1.3(bor exceeds $50,000,000 (“Earnout Event 2”), by wire transfer of immediately available funds as directed by then the Sellers Earnout Shareholders shall be entitled to the Buyerreceive 1,000,000 Earnout Shares, with each Earnout Shareholder receiving its Pro Rata Portion thereof. (iiiii) 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 Company achieves a cumulative Pretax Income of at least $1,417,000 (applicable Earnout Event has not occurred during the “Year 2 Cumulative Target”) for applicable period, the period beginning on Earnout Shareholders shall not be entitled to receive the first day after the Closing Date and ending on the second anniversary applicable portion of the Closing Date (“Years 1 and 2”)Earnout Shares. For the avoidance of doubt, the Buyer each Earnout Shareholder shall be required entitled to pay $866,000 receive Earnout Shares only upon the occurrence of each Earnout Event; provided, however, that (the “Year 2 Cumulative Maximum Payment”i) to the Sellerseach Earnout Event may only occur once, minus the Actual Year 1 Paymentif at all, as provided below. In the event that the Company achieves a cumulative Pretax Income for Years 1 and 2 exceeding 1,004,000 (the “Year 2 Cumulative Floor”) but less than the Year 2 Cumulative Target, the Buyer shall be required to pay to the Sellers as provided below an amount equal to the product of: (A) the Year 2 Cumulative Maximum Payment; and (B) the following fraction, expressed as a percentage, with the numerator being the cumulative Pretax Income for Years 1 and 2 minus the Year 2 Cumulative Floor and the denominator being the Year 2 Cumulative Target minus the Year 2 Cumulative Floor, minus the Actual Year 1 Payment. In the event that the Company achieves a cumulative Pretax Income for Years 1 and 2 less than or equal to the Year 2 Cumulative Floor, no payment shall be required to be made by the Buyer to the Sellers pursuant to this clause (ii) the total number of Section 2.1.3(a). The amount of any payment required to be made by the Buyer to the Sellers pursuant to this clause (ii) of Section 2.1.3(a) is hereinafter referred to as the “Actual Year 2 Payment.” The Actual Year 2 PaymentEarnout Shares shall not exceed 4,000,000, if any, shall be paid by the Buyer to the Sellers on a pro rata basis based upon each Seller’s ownership of the Shares immediately prior to the Closing Date, within 5 days after the determination of the Actual Year 2 Payment becomes final and binding pursuant to Section 2.1.3(b), by wire transfer of immediately available funds as directed by the Sellers to the Buyer. (iii) In in no event shall any Earnout Shareholder be entitled to receive, nor shall the event that Purchaser be obligated to issue to such Earnout Shareholder, more than the Company achieves a cumulative Pretax Income product of at least $2,513,000 (1) the “Year 3 Cumulative Target”total amount of Earnout Shares specified in Section 4.4(a) for the period beginning on the first day after the Closing Date and ending on the third anniversary of the Closing Date such Earnout Event (“Years 1,2 and 3”), the Buyer shall be required to pay $1,300,000 as adjusted) multiplied by (the “Year 3 Cumulative Maximum Payment”) to the Sellers, minus the Actual Year 1 Payment and the Actual Year 2 Payment, as provided below. In the event that the Company achieves a cumulative Pretax Income for Years 1, 2 and 3 exceeding 1,598,000 (the “Year 3 Cumulative Floor”) but less than the Year 3 Cumulative Target, the Buyer shall be required to pay to the Sellers as provided below an amount equal to the product of: (A2) the Year 3 Cumulative Maximum Payment; and (B) the following fraction, expressed as a percentage, with the numerator being the cumulative Pretax Income applicable Pro Rata Portion of such Earnout Shareholder for Years 1, 2 and 3 minus the Year 3 Cumulative Floor and the denominator being the Year 3 Cumulative Target minus the Year 3 Cumulative Floor, minus the Actual Year 1 Payment (a) is hereinafter referred to as the “Actual Year 3 Payment.” The Actual Year 3 Payment, if any, shall be paid by the Buyer to the Sellers on a pro rata basis based upon each Seller’s ownership of the Shares immediately prior to the Closing Date, within 5 days after the determination of the Actual Year 3 Payment becomes final and binding pursuant to Section 2.1.3(b), by wire transfer of immediately available funds as directed by the Sellers to the Buyer. (b) Within 30 days after each of the first three anniversaries of the Closing Date, the Buyer shall cause to be prepared and delivered to the Sellers a calculation and all supporting documentation of the Actual Year 1 Payment, the Actual Year 2 Payment and the Actual Year 3 Payment, respectively or the calculation and all supporting documentation evidencing that no such payment is due (the “Earn-out Payment Calculations”). Within 30 days following receipt by the Sellers of the Earn-out Payment Calculations, the Sellers shall deliver written notice to the Buyer (an “Earn-out Objection Notice”), of any dispute they have regarding the Earn-out Payment Calculations. The Earn-out Objection Notice must describe in reasonable detail the items contained in the Earn-out Payment Calculations that the Sellers dispute and the basis for any such disputes. Any determination set forth on the Earn-out Payment Calculations which is not specifically objected to in the Earn-out Objection Notice shall be deemed acceptable and shall be final and binding upon the Buyer and the Sellers upon delivery of the Earn-out Objection Notice. If the Sellers do not provide the Buyer with an Earn-out Objection Notice within such 30-day period, such Earn-out Payment Calculations will be final, conclusive and binding on the Buyer and the Sellers. In the event the Sellers provide an Earn-out Objection Notice to the Buyer, the Buyer and the Sellers shall negotiate in good faith to resolve any such disputes. If the Buyer and the Sellers, notwithstanding such good faith effort, fail to resolve any of the disputes described in the Earn-out Objection Notice within 30 days after the Buyer’s receipt of the Earn-out Objection Notice, then the Buyer and the Sellers jointly shall engage the firm of Deloitte & Touche LLP (the “Arbitration Firm”) to resolve such disputes in accordance with the terms of this Agreement. As promptly as practicable thereafter, the Buyer and the Sellers shall each prepare and submit any relevant materials to the Arbitration Firm, along with copies of the Earn-out Payment Calculations and Earn-out Objection Notice. As soon as practicable thereafter, the Buyer and the Sellers shall cause the Arbitration Firm to make a final determination of the Actual Year 1 Payment, the Actual Year 2 Payment or the Actual Year 3 Payment in accordance with the terms of this Agreement. The Arbitration Firm shall make an independent determination of the Actual Year 1 Payment, the Actual Year 2 Payment or the Actual Year 3 Payment that shall be final and binding on the Sellers and the Buyer. The fees, costs and expenses of the Arbitration Firm shall be paid by the party whose calculation of the Earn-out Payment in dispute was different by the greater amount from that of the Arbitration FirmEarnout Event. (c) From and after In the Closing Date through the third anniversary thereofevent of a Change of Control Transaction, G▇▇▇▇▇▇▇ and R▇▇▇▇▇▇ shall have control over the performance any amount of the Company, subject Earnout Shares not previously issued will be vested immediately prior to oversight by Buyer in accordance with such Change of Control Transaction. A “Change of Control Transaction” means: (i) the strategy outlined by Buyer. All aspects sale of all or substantially all of the operation consolidated assets of Purchaser and Purchaser Subsidiaries to a third-party purchaser; (ii) a sale resulting in no less than a majority of the Business by the Company after the Closing Date through the third anniversary thereof will be accounted for through the Company. The continued employment of G▇▇▇▇▇▇▇ and R▇▇▇▇▇▇ by the Company shall not be a condition precedent to the payment voting power of the EarnPurchaser being held by a Person that did not own a majority of the voting power prior to such sale; or (iii) a merger, consolidation, recapitalization or reorganization of Purchaser with or into a third-out Payments. The Buyer covenants and agrees party purchaser that it shall not cause results in the Company inability of the pre-transaction equity holders to accelerate designate or elect a majority of the Board of Directors (or deferits equivalent) any sales, or defer (or accelerate) any expenses, in a manner that would increase (or reduce) Pretax Income, except to the extent that any such deferral or acceleration is done in good faith for a legitimate business purpose and not with the intent of affecting any Earn-out Payment. The Buyer acknowledges and agrees that it intends to pay off any of the Company’s indebtedness for borrowed money within twelve months after Closing and does not presently intend to leverage the Business during the first three years following the Closing, such that interest expense during the first three years following the Closing should be nominal, except as reasonably required by the Businessresulting entity or its parent company.

Earnout. (a) In the event that the Company achieves If EBITDA for Target operating as a Pretax Income above certain thresholds after the Closing Date as provided below, the Sellers will be entitled to the payments set forth in this Section 2.1.3 (“Earnwholly-out Payments”). The Earn-out Payments shall be calculated as follows: (i) In the event that the Company achieves an Pretax Income owned subsidiary of at least $611,000 (the “Year 1 Target”) Buyer for the fiscal year beginning on the first day after the Closing Date and ending on the first anniversary of the Closing Date December 31, 2010 is equal to or greater than Thirty-Five Million Dollars (“Year 1”$35,000,000), the Buyer shall be required issue to pay $433,000 Sellers in accordance with the percentages set forth in Exhibit A attached hereto a number of shares of Buyer Common Stock (the “Year 1 Maximum PaymentEarnout Shares”) equal to Ten Million Dollars ($10,000,000) divided by the Earnout Stock Price. In no event, however, shall the aggregate number of Earnout Shares exceed 19.9% of the Buyer’s outstanding common shares. In such event the aforesaid 19.9% would limit the amount of Earnout otherwise payable to Sellers, such dollar amount of Earnout above the 19.9% which Sellers would otherwise receive in Earnout Shares shall be payable in cash to Sellers. No fractional shares of Buyer Common Stock shall be issued, and in lieu thereof any fractional Earnout Shares shall be rounded up to the Sellers as provided below. In the event that the Company achieves an Pretax Income for Year 1 exceeding 487,000 (the “Year 1 Floor”) but less than the Year 1 Target, the Buyer shall be required to pay to the Sellers (a) is hereinafter referred to as the “Actual Year 1 Payment.” The Actual Year 1 Payment, if any, shall be paid by the Buyer to the Sellers on a pro rata basis based upon each Seller’s ownership of the Shares immediately prior to the Closing Date, within 5 days after the determination of the Actual Year 1 Payment becomes final and binding pursuant to Section 2.1.3(b), by wire transfer of immediately available funds as directed by the Sellers to the Buyer. (ii) In the event that the Company achieves a cumulative Pretax Income of at least $1,417,000 (the “Year 2 Cumulative Target”) for the period beginning on the first day after the Closing Date and ending on the second anniversary of the Closing Date (“Years 1 and 2”), the Buyer shall be required to pay $866,000 (the “Year 2 Cumulative Maximum Payment”) to the Sellers, minus the Actual Year 1 Payment, as provided below. In the event that the Company achieves a cumulative Pretax Income for Years 1 and 2 exceeding 1,004,000 (the “Year 2 Cumulative Floor”) but less than the Year 2 Cumulative Target, the Buyer shall be required to pay to the Sellers as provided below an amount equal to the product of: (A) the Year 2 Cumulative Maximum Payment; and (B) the following fraction, expressed as a percentage, with the numerator being the cumulative Pretax Income for Years 1 and 2 minus the Year 2 Cumulative Floor and the denominator being the Year 2 Cumulative Target minus the Year 2 Cumulative Floor, minus the Actual Year 1 Payment. In the event that the Company achieves a cumulative Pretax Income for Years 1 and 2 less than or equal to the Year 2 Cumulative Floor, no payment shall be required to be made by the Buyer to the Sellers pursuant to this clause (ii) of Section 2.1.3(a). The amount of any payment required to be made by the Buyer to the Sellers pursuant to this clause (ii) of Section 2.1.3(a) is hereinafter referred to as the “Actual Year 2 Payment.” The Actual Year 2 Payment, if any, shall be paid by the Buyer to the Sellers on a pro rata basis based upon each Seller’s ownership of the Shares immediately prior to the Closing Date, within 5 days after the determination of the Actual Year 2 Payment becomes final and binding pursuant to Section 2.1.3(b), by wire transfer of immediately available funds as directed by the Sellers to the Buyer. (iii) In the event that the Company achieves a cumulative Pretax Income of at least $2,513,000 (the “Year 3 Cumulative Target”) for the period beginning on the first day after the Closing Date and ending on the third anniversary of the Closing Date (“Years 1,2 and 3”), the Buyer shall be required to pay $1,300,000 (the “Year 3 Cumulative Maximum Payment”) to the Sellers, minus the Actual Year 1 Payment and the Actual Year 2 Payment, as provided below. In the event that the Company achieves a cumulative Pretax Income for Years 1, 2 and 3 exceeding 1,598,000 (the “Year 3 Cumulative Floor”) but less than the Year 3 Cumulative Target, the Buyer shall be required to pay to the Sellers as provided below an amount equal to the product of: (A) the Year 3 Cumulative Maximum Payment; and (B) the following fraction, expressed as a percentage, with the numerator being the cumulative Pretax Income for Years 1, 2 and 3 minus the Year 3 Cumulative Floor and the denominator being the Year 3 Cumulative Target minus the Year 3 Cumulative Floor, minus the Actual Year 1 Payment (a) is hereinafter referred to as the “Actual Year 3 Payment.” The Actual Year 3 Payment, if any, shall be paid by the Buyer to the Sellers on a pro rata basis based upon each Seller’s ownership of the Shares immediately prior to the Closing Date, within 5 days after the determination of the Actual Year 3 Payment becomes final and binding pursuant to Section 2.1.3(b), by wire transfer of immediately available funds as directed by the Sellers to the Buyernearest whole Earnout Share. (b) Within 30 days after each of the first three anniversaries of the Closing Date, the Buyer shall cause to be prepared and delivered to the Sellers a calculation and all supporting documentation of the Actual Year 1 Payment, the Actual Year 2 Payment and the Actual Year 3 Payment, respectively or the calculation and all supporting documentation evidencing that no such payment is due five (the “Earn-out Payment Calculations”). Within 30 5) days following receipt by Buyer of its audited financial statements for the fiscal year ending December 31, 2010, but in no event later than April 15, 2011, Buyer shall prepare and deliver to Sellers’ Representative, a report (the “EBITDA Report”) showing the computation of EBITDA for the fiscal year ending December 31, 2010. The EBITDA Report shall be based upon the December 31, 2010 audited financial statements of Target. (c) Buyer shall issue the Earnout Shares to Sellers within five (5) Business Days after final determination of EBITDA for the fiscal year ending December 31, 2010. The final determination of EBITDA shall be accomplished in accordance with subsections (d), (e) and (f) below. (d) During the thirty (30) day period following delivery of the Earn-out Payment CalculationsEBITDA Report, Buyer shall permit Sellers and Sellers’ accountants, upon reasonable notice at a mutually agreed upon time during normal business hours, to have full access to the Sellers books, records, accountants and personnel of Buyer and to make such inspections and copies of such books and records as they may reasonably request, from time to time to verify the amounts included in the EBITDA Report. Any such EBITDA Report shall deliver become final and binding upon the Parties on the thirtieth (30th) day following delivery thereof, unless Sellers’ Representative shall have given written notice to the Buyer of disagreement (an “Earn-out Objection Out Dispute Notice”), of any dispute they have regarding the to Buyer prior to such date. Any Earn-out Payment Calculations. The Earn-out Objection Out Dispute Notice must describe shall specify in reasonable detail the items contained in nature of any disagreement so asserted. During the Earn-out Payment Calculations that twenty (20) day period following the Sellers dispute and the basis for any such disputes. Any determination set forth on the Earn-out Payment Calculations which is not specifically objected to in the Earn-out Objection Notice shall be deemed acceptable and shall be final and binding upon the Buyer and the Sellers upon delivery of the Earn-out Objection Notice. If the Sellers do not provide the Buyer with an Earn-out Objection Notice within such 30-day periodOut Dispute Notice, such Earn-out Payment Calculations will be final, conclusive Sellers’ Representative and binding on the Buyer and the Sellers. In the event the Sellers provide an Earn-out Objection Notice to the Buyer, the Buyer and the Sellers shall negotiate seek in good faith to resolve any differences which they may have with respect to the matters specified in such disputes. If Earn-Out Dispute Notice. (e) If, at the end of such twenty (20) day period, Sellers’ Representative and Buyer have not so resolved such differences, Sellers’ Representative and Buyer shall submit the Sellers, notwithstanding such good faith effort, fail dispute for resolution to resolve any of the disputes described PKF Texas in the Earn-out Objection Notice within 30 days after the Buyer’s receipt of the Earn-out Objection NoticeHouston, then the Buyer and the Sellers jointly shall engage the firm of Deloitte & Touche LLP Texas office (the “Arbitration Independent Accounting Firm”) for review and resolution of any and all matters which remain in dispute and which were properly included in such Earn-Out Dispute Notice. Each of Buyer, Target and Sellers hereby represents and warrants to resolve such disputes in accordance the other that it has no relationship with the terms of this Agreement. As promptly as practicable thereafter, the Buyer and the Sellers shall each prepare and submit any relevant materials to the Arbitration Firm, along with copies of the Earn-out Payment Calculations and Earn-out Objection Notice. As soon as practicable thereafter, the Buyer and the Sellers shall cause the Arbitration Firm to make a final determination of the Actual Year 1 Payment, the Actual Year 2 Payment or the Actual Year 3 Payment in accordance with the terms of this Agreement. The Arbitration Firm shall make an independent determination of the Actual Year 1 Payment, the Actual Year 2 Payment or the Actual Year 3 Payment that shall be final and binding on the Sellers and the Buyer. The fees, costs and expenses of the Arbitration Firm shall be paid by the party whose calculation of the Earn-out Payment in dispute was different by the greater amount from that of the Arbitration Independent Accounting Firm. (cf) From The Independent Accounting Firm shall be engaged by Sellers’ Representative and Buyer within ten (10) days following the expiration of such twenty (20) day period. Promptly, but not later than twenty (20) days after acceptance of this appointment, the Closing Date through Independent Accounting Firm shall determine those items in dispute and will render its report as to its resolution of such terms and resulting calculations of EBITDA for the third anniversary thereoffiscal year ending December 31, G▇▇▇▇▇▇▇ 2010. In determining each disputed item, the Independent Accounting Firm may not assign a value to such item greater than the greatest value for such item claimed by either party or less than the lowest value for such term claimed by either party. Sellers’ Representative and R▇▇▇▇▇▇ Buyer shall cooperate with the Independent Accounting Firm in making its determination and such determination shall be conclusive and binding upon the parties. The losing party (as defined below) in any such arbitration shall pay all costs and fees (including reasonable attorneys’ fees and expenses) related to such determination by the Independent Accounting Firm, including without limitation, the costs relating to any negotiations with the Independent Accounting Firm with respect to the terms and conditions of such Independent Accounting Firm’s engagement. For purposes of this Section 2.3, as between Sellers’ Representative and Buyer, the “losing party” in any such determination shall mean the party whose EBITDA for the fiscal year ending December 31, 2010 (as set forth in the EBITDA Report, in the case of Buyer, or in an Earn Out Dispute Notice, in the case of Sellers’ Representative), is farthest from the calculation of EBITDA for the fiscal year ending December 31, 2010, as determined by the Independent Accounting Firm. (g) Buyer shall have control over no right to offset the performance of Earnout Shares against any sum that may be due or is alleged to be due by Sellers to Buyer or the Company, subject to oversight by Buyer in accordance with the strategy outlined by Buyer. All aspects of the operation of the Business by the Company after the Closing Date through the third anniversary thereof will be accounted for through the Company. The continued employment of G▇▇▇▇▇▇▇ and R▇▇▇▇▇▇ by the Company shall not be a condition precedent to the payment of the Earn-out Payments. The Buyer covenants and agrees that it shall not cause the Company to accelerate (or defer) any sales, or defer (or accelerate) any expenses, in a manner that would increase (or reduce) Pretax Income, except to the extent that any such deferral or acceleration is done in good faith for a legitimate business purpose and not with the intent of affecting any Earn-out Payment. The Buyer acknowledges and agrees that it intends to pay off any of the Company’s indebtedness for borrowed money within twelve months after Closing and does not presently intend to leverage the Business during the first three years following the Closing, such that interest expense during the first three years following the Closing should be nominal, except as reasonably required by the BusinessAcquired Companies.