Common use of Earnout Clause in Contracts

Earnout. (a) After the Closing, subject to the terms and conditions set forth in this Section 4.4, the Company Shareholders as will be set forth in Exhibit H to the Acquisition Agreement (the “Earnout Shareholders”) shall have the right to receive in the aggregate up to a maximum of an additional 4,000,000 Purchaser Class A Ordinary Shares (subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing, including to account for any equity securities into which such shares are exchanged or converted) (the “Earnout Shares”). The Earnout Shareholders’ right to receive the Earnout Shares shall vest and become due and issuable as follows: (i) in the event that, between one (1) month after the Closing Date and the date that is twelve (12) months after the Closing Date, the VWAP of the Purchaser Class A Ordinary Shares over any twenty (20) Trading Days within any thirty (30) Trading Day period is greater than or equal to $15 (“Earnout Event 1”), then the Earnout Shareholders shall be entitled to receive 1,000,000 Earnout Shares, with each Earnout Shareholder receiving its Pro Rata Portion thereof. (ii) in the event that the revenue of the Purchaser and its Subsidiaries on a consolidated basis by or before the first full fiscal year after the Closing Date, calculated based on a full fiscal year, as set forth in the consolidated audited financial statements in the annual report of the Purchaser for that year, is equal to or exceeds $50,000,000 (“Earnout Event 2”), then the Earnout Shareholders shall be entitled to receive 1,000,000 Earnout Shares, with each Earnout Shareholder receiving its Pro Rata Portion thereof. (iii) in the event that the revenue of the Purchaser and its Subsidiaries on a consolidated basis by or before the second full financial year after the Closing Date, calculated based on a full fiscal year, as set forth in the consolidated audited financial statements in the annual report of the Purchaser for that year, is equal to or exceeds $100,000,000 (“Earnout Event 3”), then the Earnout Shareholders shall be entitled to receive 2,000,000 Earnout Shares, less any Earnout Shares previously issued in connection with Earnout Event 2, such that any Earnout Shares already issued under Earnout Event 2 shall not be reissued under this Section 4.4(a)(iii), with each Earnout Shareholder receiving its Pro Rata Portion thereof. (iv) in the event that the revenue of the Purchaser and its Subsidiaries on a consolidated basis by or before the third full financial year after the Closing Date, calculated based on a full fiscal year, as set forth in the consolidated audited financial statements in the annual report of the Purchaser for that year, is equal to or exceeds $200,000,000 (“Earnout Event 4”, together with Earnout Event 1, Earnout Event 2 and Earnout Event 3, the “Earnout Events” and each, an “Earnout Event”), then the Earnout Shareholders shall be entitled to receive 3,000,000 Earnout Shares, less any Earnout Shares previously issued in connection with Earnout Event 2 and/or Earnout Event 3, such that any Earnout Shares already issued under Earnout Event 2 or Earnout Event 3 shall not be reissued under this Section 4.4(a)(iv), with each Earnout Shareholder receiving its Pro Rata Portion thereof. (b) In the event that the applicable Earnout Event has not occurred during the applicable period, the Earnout Shareholders shall not be entitled to receive the applicable portion of the Earnout Shares. For the avoidance of doubt, each Earnout Shareholder shall be entitled to receive Earnout Shares only upon the occurrence of each Earnout Event; provided, however, that (i) each Earnout Event may only occur once, if at all, (ii) the total number of Earnout Shares shall not exceed 4,000,000, and (iii) in no event shall any Earnout Shareholder be entitled to receive, nor shall the Purchaser be obligated to issue to such Earnout Shareholder, more than the product of (1) the total amount of Earnout Shares specified in Section 4.4(a) for such Earnout Event (as adjusted) multiplied by (2) the applicable Pro Rata Portion of such Earnout Shareholder for such Earnout Event. (c) In the event of a Change of Control Transaction, any amount of the Earnout Shares not previously issued will be vested immediately prior to such Change of Control Transaction. A “Change of Control Transaction” means: (i) the sale of all or substantially all of the consolidated assets of Purchaser and Purchaser Subsidiaries to a third-party purchaser; (ii) a sale resulting in no less than a majority of the voting power of the Purchaser 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-party purchaser that results in the inability of the pre-transaction equity holders to designate or elect a majority of the Board of Directors (or its equivalent) of the resulting entity or its parent company.

Earnout. (ai) After As additional consideration for the ClosingTransferred Assets, subject to the terms and conditions set forth provisions of Section 1.3(b)(ii), the Purchaser shall pay to the Sellers an amount, if any, determined in accordance with this Section 4.4, the Company Shareholders as will be set forth in Exhibit H to the Acquisition Agreement (the “Earnout Shareholders”) shall have the right to receive in the aggregate up to a maximum of an additional 4,000,000 Purchaser Class A Ordinary Shares (subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing, including to account for any equity securities into which such shares are exchanged or converted1.3(b) (the “Earnout SharesAmount”). The Earnout Shareholders’ right to receive the Earnout Shares shall vest and become due and issuable as follows:. (iA) in Earnout Year 1. In the event that, between one (1) month after that CPMRC Content Orders for the period from the Closing Date and to the date that is twelve (12) months after the Closing Date, the VWAP end of the Purchaser Class A Ordinary Shares over any twenty (20) Trading Days within any thirty (30) Trading Day period is greater than or equal to $15 Purchaser’s fiscal year ending December 31, 2008 (“Earnout Event Year 1”) is at least $2,700,000 (the “Earnout Year 1 Target”), then the Purchaser shall pay to the Sellers an aggregate amount of $1,500,000 (“Year 1 Earnout Shareholders shall be entitled to receive 1,000,000 Earnout Shares, with each Earnout Shareholder receiving its Pro Rata Portion thereof. (iiAmount”) in accordance with the event that the revenue terms of the Purchaser and its Subsidiaries on a consolidated basis by or before the first full fiscal year after the Closing Date, calculated based on a full fiscal year, as set forth in the consolidated audited financial statements in the annual report of the Purchaser for that year, is equal to or exceeds $50,000,000 (“Earnout Event 2”), then the Earnout Shareholders shall be entitled to receive 1,000,000 Earnout Shares, with each Earnout Shareholder receiving its Pro Rata Portion thereof. (iii) in the event that the revenue of the Purchaser and its Subsidiaries on a consolidated basis by or before the second full financial year after the Closing Date, calculated based on a full fiscal year, as set forth in the consolidated audited financial statements in the annual report of the Purchaser for that year, is equal to or exceeds $100,000,000 (“Earnout Event 3”), then the Earnout Shareholders shall be entitled to receive 2,000,000 Earnout Shares, less any Earnout Shares previously issued in connection with Earnout Event 2, such that any Earnout Shares already issued under Earnout Event 2 shall not be reissued under this Section 4.4(a)(iii), with each Earnout Shareholder receiving its Pro Rata Portion thereof. (iv) in the event that the revenue of the Purchaser and its Subsidiaries on a consolidated basis by or before the third full financial year after the Closing Date, calculated based on a full fiscal year, as set forth in the consolidated audited financial statements in the annual report of the Purchaser for that year, is equal to or exceeds $200,000,000 (“Earnout Event 4”, together with Earnout Event 1, Earnout Event 2 and Earnout Event 3, the “Earnout Events” and each, an “Earnout Event”), then the Earnout Shareholders shall be entitled to receive 3,000,000 Earnout Shares, less any Earnout Shares previously issued in connection with Earnout Event 2 and/or Earnout Event 3, such that any Earnout Shares already issued under Earnout Event 2 or Earnout Event 3 shall not be reissued under this Section 4.4(a)(iv), with each Earnout Shareholder receiving its Pro Rata Portion thereof. (b) Agreement. In the event that the applicable CPMRC Content Orders during Earnout Event has not occurred during the applicable periodYear 1 is less than $2,700,000, the Earnout Shareholders Purchaser shall not be entitled pay to receive the applicable portion Sellers a proportional amount of the Year 1 Earnout Shares. For the avoidance of doubt, each Earnout Shareholder shall be entitled Amount that is equal to receive Earnout Shares only upon the occurrence of each Earnout Event; provided, however, that (i) each Earnout Event may only occur once, if at all, (ii) the total number of Earnout Shares shall not exceed 4,000,000, and (iii) in no event shall any Earnout Shareholder be entitled to receive, nor shall the Purchaser be obligated to issue to such Earnout Shareholder, more than the product of (1) the total amount of Year 1 Earnout Shares specified in Section 4.4(a) for such Earnout Event (as adjusted) Amount multiplied by (2) a fraction, the applicable Pro Rata Portion numerator of such which is the amount of CPMRC Content Orders during Earnout Shareholder for such Year 1 and the denominator of which is the Earnout EventYear 1 Target. For example, if CPMRC Content Orders during Earnout Year 1 is $1,800,000, the Purchaser would pay to the Sellers 66.667% of the Year 1 Earnout Amount, or $1,000,000. (cB) Earnout Year 2. In the event that CPMRC Content Orders during the Purchaser’s fiscal year ending December 31, 2009 (“Earnout Year 2”, and together with Earnout Year 1, each, an “Earnout Year”) of at least $3,600,000 (the “Earnout Year 2 Target”), the Purchaser shall pay to the Sellers an aggregate amount of $1,500,000 (“Year 2 Earnout Amount”) in accordance with the terms of this Agreement. In the event that the CPMRC Content Orders during Earnout Year 2 is less than $3,600,000, the Purchaser shall pay to the Sellers a Change of Control Transaction, any proportional amount of the Year 2 Earnout Shares not previously issued will be vested immediately prior Amount that is equal to such Change the product of Control Transaction. A “Change of Control Transaction” means: (i1) the sale of all or substantially all of the consolidated assets of Purchaser and Purchaser Subsidiaries to a third-party purchaser; Year 2 Earnout Amount multiplied by (ii2) a sale resulting in no less than a majority fraction, the numerator of which is the voting power amount of CPMRC Content Orders during Earnout Year 2 and the Purchaser being held by a Person that did not own a majority denominator of which is the voting power prior to such sale; or (iii) a merger, consolidation, recapitalization or reorganization of Purchaser with or into a third-party purchaser that results in the inability of the pre-transaction equity holders to designate or elect a majority of the Board of Directors (or its equivalent) of the resulting entity or its parent companyEarnout Year 2 Target.

Earnout. (a) After For each of the Closingfiscal years ending December 31, subject to the terms 2017 and conditions set forth in this Section 4.4December 31, 2018 (each, an “Earnout Period”), the Company Shareholders as will be set forth in Exhibit H Partnership shall prepare and deliver to Proppants, within 90 days after the Acquisition Agreement end of each such fiscal year, a written notice specifying the calculation of Partnership Adjusted EBITDA for such fiscal year (the “Earnout Shareholders”) shall have the right to receive in the aggregate up to a maximum of an additional 4,000,000 Purchaser Class A Ordinary Shares (subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing, including to account for any equity securities into which such shares are exchanged or converted) (the “Earnout SharesPartnership Adjusted EBITDA Notice”). The Earnout Shareholders’ right to receive If Partnership Adjusted EBITDA for the Earnout Shares shall vest and become due and issuable as follows: (i) in the event thatfiscal year ending December 31, between one (1) month after the Closing Date and the date that is twelve (12) months after the Closing Date, the VWAP of the Purchaser Class A Ordinary Shares over any twenty (20) Trading Days within any thirty (30) Trading Day period is greater than or equal to 2017 exceeds $15 (“Earnout Event 1”)73.1 million, then the Earnout Shareholders Partnership shall be entitled pay Proppants an additional $5,000,000 in cash with respect to receive 1,000,000 Earnout Sharesthe Contribution Transactions. If Partnership Adjusted EBITDA for the fiscal the year ending December 31, 2018 exceeds $150.6 million, then the Partnership shall pay Proppants an additional $5,000,000 in cash with each Earnout Shareholder receiving its Pro Rata Portion thereofrespect to the Contribution Transactions. (iib) in If Proppants objects to the event that the revenue calculation of the Purchaser and its Subsidiaries on a consolidated basis by or before the first full fiscal year after the Closing Date, calculated based on a full fiscal year, Partnership Adjusted EBITDA with respect to an Earnout Period as set forth in the consolidated audited financial statements in Partnership Adjusted EBITDA Notice, then Proppants shall provide the annual report Partnership with written notice of same (which notice shall contain a reasonably detailed explanation of the Purchaser basis for that yearsuch objection) (such notice, is equal to or exceeds $50,000,000 (an “Earnout Event 2Objection Notice”), then ) within 30 days after the Earnout Shareholders shall be entitled to receive 1,000,000 Earnout Shares, with each Earnout Shareholder receiving its Pro Rata Portion thereof. (iii) in the event that the revenue receipt of the Purchaser and its Subsidiaries on a consolidated basis by or before Partnership Adjusted EBITDA Notice. If Proppants fails to object to the second full financial year after the Closing Date, calculated based on a full fiscal year, calculation of Partnership Adjusted EBITDA with respect to an Earnout Period as set forth in the consolidated audited financial statements in Partnership Adjusted EBITDA Notice within such 30 days period, then Proppants shall be deemed to have agreed with and accepted the annual report Partnership’s calculation of Partnership Adjusted EBITDA with respect to such Earnout Period for all purposes of this Agreement. If Proppants timely provides an Objection Notice as contemplated by this Section 2.3(b), then, for a period of 30 days after the Purchaser for that year, is equal to or exceeds $100,000,000 Partnership’s receipt of such Objection Notice (the “Earnout Event 3Dispute Resolution Period”), then the Earnout Shareholders Partnership shall be entitled (i) provide Proppants with reasonable access to receive 2,000,000 Earnout Sharesthe books, less any Earnout Shares previously issued records (including work papers, schedules, memoranda and other documents), supporting data, facilities and employees of the Partnership for purposes of evaluating the calculation of Partnership Adjusted EBITDA and (ii) reasonably cooperate with Proppants and its representatives in connection with Earnout Event 2such review, 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 including providing on a consolidated timely basis by all other information reasonably necessary 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 useful in connection with Earnout Event 2 and/or Earnout Event 3, such that any Earnout Shares already issued under Earnout Event 2 or Earnout Event 3 shall not be reissued under this Section 4.4(a)(iv), with each Earnout Shareholder receiving its Pro Rata Portion thereof. (b) In the event that the applicable Earnout Event has not occurred during the applicable period, the Earnout Shareholders shall not be entitled to receive the applicable portion review of the Earnout Shares. For the avoidance calculation of doubt, each Earnout Shareholder shall be entitled to receive Earnout Shares only upon the occurrence of each Earnout Event; provided, however, that (i) each Earnout Event may only occur once, if at all, (ii) the total number of Earnout Shares shall not exceed 4,000,000, and (iii) in no event shall any Earnout Shareholder be entitled to receive, nor shall the Purchaser be obligated to issue to such Earnout Shareholder, more than the product of (1) the total amount of Earnout Shares specified in Section 4.4(a) for such Earnout Event (as adjusted) multiplied by (2) the applicable Pro Rata Portion of such Earnout Shareholder for such Earnout EventPartnership Adjusted EBITDA. (c) In If Proppants provides an Objection Notice in accordance with Section 2.3(b) and the event Partnership and Proppants cannot agree on the calculation of a Change of Control TransactionPartnership Adjusted 12 EBITDA during the Dispute Resolution Period, any amount then the Partnership and Proppants will submit their respective calculations of the Earnout Shares not previously issued items in dispute (including any adjustments the parties wish to make as a result of negotiations up to the date of such submission) to EEPB, P.C. or an accounting firm of national standing agreed to by the Partnership and Proppants (the “Accountant”). The Accountant will review each party’s calculations, and with respect to each disputed item, make a selection as to which of the disputed items presented to it is, in the aggregate, more accurate (selecting one of such items without interpolation or adjustment). The decision of the Accountant will be vested immediately prior to such Change of Control Transactionmade within 20 days after being engaged, or as soon thereafter as reasonably practicable, and will be final and binding on the parties hereto. A “Change of Control Transaction” means: (i) the sale of all or substantially all The costs and expenses of the consolidated assets of Purchaser Accountant will be split evenly by the Partnership and Purchaser Subsidiaries to a third-party purchaser; (ii) a sale resulting in no less than a majority Proppants. Each of the voting power 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 Purchaser being held by a Person that did not own a majority calculation of Partnership Adjusted EBITDA. (d) The Conflicts Committee shall review and approve the voting power prior to such sale; or (iii) a merger, consolidation, recapitalization or reorganization calculation of Purchaser with or into a third-party purchaser that results in the inability of the pre-transaction equity holders to designate or elect a majority of the Board of Directors (or its equivalent) of the resulting entity or its parent company.Partnership Adjusted EBITDA as determined under this Section 2.3. ARTICLE III

Earnout. (a) After the Closing, subject The Seller may be entitled to the terms and conditions set forth receive an additional payment as described in this Section 4.4, 2.6 from the Company Shareholders as will be set forth in Exhibit H to the Acquisition Agreement (the “Earnout Shareholders”) shall have the right to receive in the aggregate up to a maximum of an additional 4,000,000 Purchaser Class A Ordinary Shares (subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like Buyer after the Closing, including upon the terms and subject to account for the conditions set forth herein. (a) As soon as practicable (and in any equity securities into which such shares are exchanged or converted) event no later than April 15, 2016, the Buyer shall deliver to the Seller a certificate executed by an executive officer of the Buyer (the “Earnout SharesCertificate”) setting forth the Buyer’s calculation of 2015 Royalties (as defined below), together with reasonable supporting documentation (including a copy of financial statements for any New Licensor (as defined below) of the Juicy IP Assets or Juicy Acquired Contracts (collectively the “Juicy Assets”) for the calendar year ended December 31, 2015 and all written reports from any third party with respect to the Juicy Assets for such year). The Earnout Shareholders’ right If any financial statements are delivered to receive lenders with respect to the Earnout Shares Juicy Assets for all or any part of such year, the Buyer shall vest and become due and issuable as follows:include a copy of such financial statements. (ib) in If 2015 Royalties exceeds $35,000,000 (the event that, between one (1) month after the Closing Date and the date that is twelve (12) months after the Closing Date, the VWAP of the Purchaser Class A Ordinary Shares over any twenty (20) Trading Days within any thirty (30) Trading Day period is greater than or equal to $15 (“Earnout Event 1Royalties Target”), then the Earnout Shareholders Buyer shall be entitled to receive 1,000,000 Earnout Shares, with each Earnout Shareholder receiving its Pro Rata Portion thereof. promptly (iibut in any event within five (5) in the event that the revenue Business Days following delivery of the Purchaser and its Subsidiaries on a consolidated basis Certificate) pay to the Seller an amount in cash by or before wire transfer to an account designated by the first full fiscal year after Seller in writing 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 amount that year, is equal to or the amount by which the 2015 Royalties exceeds the Royalties Target, but no more than $50,000,000 (“Earnout Event 2”), then the Earnout Shareholders shall be entitled to receive 1,000,000 Earnout Shares, with each Earnout Shareholder receiving its Pro Rata Portion thereof. (iii) 10,000,000 in the event that the revenue of the Purchaser and its Subsidiaries on a consolidated basis by or before the second full financial year after the Closing Date, calculated based on a full fiscal year, as set forth in the consolidated audited financial statements in the annual report of the Purchaser for that year, is equal to or exceeds $100,000,000 (“Earnout Event 3”), then the Earnout Shareholders shall be entitled to receive 2,000,000 Earnout Shares, less any Earnout Shares previously issued in connection with Earnout Event 2, such that any Earnout Shares already issued under Earnout Event 2 shall not be reissued under this Section 4.4(a)(iii), with each Earnout Shareholder receiving its Pro Rata Portion thereof. (iv) in the event that the revenue of the Purchaser and its Subsidiaries on a consolidated basis by or before the third full financial year after the Closing Date, calculated based on a full fiscal year, as set forth in the consolidated audited financial statements in the annual report of the Purchaser for that year, is equal to or exceeds $200,000,000 (“Earnout Event 4”, together with Earnout Event 1, Earnout Event 2 and Earnout Event 3, the “Earnout Events” and each, an “Earnout Event”), then the Earnout Shareholders shall be entitled to receive 3,000,000 Earnout Shares, less any Earnout Shares previously issued in connection with Earnout Event 2 and/or Earnout Event 3, such that any Earnout Shares already issued under Earnout Event 2 or Earnout Event 3 shall not be reissued under this Section 4.4(a)(iv), with each Earnout Shareholder receiving its Pro Rata Portion thereof. (b) In the event that the applicable Earnout Event has not occurred during the applicable period, the Earnout Shareholders shall not be entitled to receive the applicable portion of the Earnout Shares. For the avoidance of doubt, each Earnout Shareholder shall be entitled to receive Earnout Shares only upon the occurrence of each Earnout Event; provided, however, that (i) each Earnout Event may only occur once, if at all, (ii) the total number of Earnout Shares shall not exceed 4,000,000, and (iii) in no event shall any Earnout Shareholder be entitled to receive, nor shall the Purchaser be obligated to issue to such Earnout Shareholder, more than the product of (1) the total amount of Earnout Shares specified in Section 4.4(a) for such Earnout Event (as adjusted) multiplied by (2) the applicable Pro Rata Portion of such Earnout Shareholder for such Earnout Eventaggregate. (c) In the event of a Change of Control TransactionAs used herein, any amount of the Earnout Shares not previously issued will be vested immediately prior to such Change of Control Transaction. A “Change of Control Transaction” means: (i) “2015 Royalties” means the sale aggregate amount of all royalty revenues and income earned from distributors and partners by a New Licensor under each license, distribution or substantially partnership agreement pursuant to which a New Licensor exploits Juicy Assets (or if higher all of guaranteed minimum royalties or income under such agreement) during calendar year ending December 31, 2015 but excluding any common marketing funds or similar payments to the consolidated assets of Purchaser extent committed or spent by a New Licensor during calendar year ending December 31, 2015; and Purchaser Subsidiaries to a third-party purchaser; (ii) a sale resulting “New Licensor” means, collectively, the owners of any right, title or interest in no less than a majority Juicy Assets during such calendar year, which for the avoidance of doubt shall include the voting power of Company and the Purchaser being held by a Person that did not own a majority of the voting power prior to such sale; Buyer and any successor or (iii) a merger, consolidation, recapitalization or reorganization of Purchaser with or into a third-party purchaser that results in the inability of the pre-transaction equity holders to designate or elect a majority of the Board of Directors (or its equivalent) of the resulting entity or its parent companyassign thereto.

Earnout. (ai) After the Closing, subject to the terms and conditions set forth in this Section 4.4, the Company Shareholders as The Seller will be set forth in Exhibit H entitled to the Acquisition Agreement receive a contingent purchase price payment of up to $1,000,000 (the “Earnout Shareholders”"Earnout") shall have in accordance with the right to receive in the aggregate up to a maximum provisions 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”this "section"2(e). The Earnout Shareholders’ right shall be payable with respect to receive the Earnout Shares shall vest fiscal years ending June 30, 1999 and become due and issuable as follows: (i) in the event thatJune 30, between one (1) month after the Closing Date 2000 and the date that is twelve (12) months after the Closing Date, the VWAP of the Purchaser Class A Ordinary Shares over any twenty (20) Trading Days within any thirty (30) Trading Day period is greater than or equal to $15 (“Earnout Event 1”), then the Earnout Shareholders shall be entitled to receive 1,000,000 Earnout Shares, with each Earnout Shareholder receiving its Pro Rata Portion thereof. (ii) in the event that the revenue of the Purchaser and its Subsidiaries on a consolidated basis by or before the first full fiscal year after the Closing Date, calculated based on a full fiscal year, as set forth in the consolidated audited financial statements in the annual report of the Purchaser for that year, is equal to or exceeds $50,000,000 (“Earnout Event 2”), then the Earnout Shareholders shall be entitled to receive 1,000,000 Earnout Shares, with each Earnout Shareholder receiving its Pro Rata Portion thereof. (iii) in the event that the revenue of the Purchaser and its Subsidiaries on a consolidated basis by or before the second full financial year after the Closing Date, calculated based on a full fiscal year, as set forth in the consolidated audited financial statements in the annual report of the Purchaser for that year, is equal to or exceeds $100,000,000 (“Earnout Event 3”), then the Earnout Shareholders shall be entitled to receive 2,000,000 Earnout Shares, less any Earnout Shares previously issued in connection with Earnout Event 2, such that any Earnout Shares already issued under Earnout Event 2 shall not be reissued under this Section 4.4(a)(iii), with each Earnout Shareholder receiving its Pro Rata Portion thereof. (iv) in the event that the revenue of the Purchaser and its Subsidiaries on a consolidated basis by or before the third full financial year after the Closing Date, calculated based on a full fiscal year, as set forth in the consolidated audited financial statements in the annual report of the Purchaser for that year, is equal to or exceeds $200,000,000 (“Earnout Event 4”, together with Earnout Event 1, Earnout Event 2 and Earnout Event 3, the “Earnout Events” and each, an “Earnout Event”), then the Earnout Shareholders shall be entitled to receive 3,000,000 Earnout Shares, less any Earnout Shares previously issued in connection with Earnout Event 2 and/or Earnout Event 3, such that any Earnout Shares already issued under Earnout Event 2 or Earnout Event 3 shall not be reissued under this Section 4.4(a)(iv), with each Earnout Shareholder receiving its Pro Rata Portion thereof. (b) In the event that the applicable Earnout Event has not occurred during the applicable period, the Earnout Shareholders shall not be entitled to receive the applicable portion amount of the Earnout Shares. For payment for each such fiscal year will be equal to the avoidance of doubt, each Earnout Shareholder shall be entitled to receive Earnout Shares only upon amount (if any) by which the occurrence of each Earnout EventCompany's EBITAM for such fiscal year exceeds the following amounts (the "Target Amounts"); provided, however, that in no event shall the Earnout amount for either fiscal year be more than $500,000: Fiscal Year Ending EBITAM TARGET AMOUNT -------------------- June 30, 1999 $ 1,775,000 June 30, 2000 $ 1,955,000 The Earnout payment (if any) for either such fiscal year will be paid upon the final determination of the EBITAM Statement for such fiscal year in accordance with this "section"2(e), by wire transfer of immediately available funds to an account or accounts designated by the Seller in writing. Should the Company's EBITAM for the fiscal year ended June 30, 1999 (the "1999 EBITAM") not exceed the June 30, 1999 Target Amount as set forth above, Seller shall not be entitled to any Earnout payment for the fiscal year ended June 30, 1999, unless the 1999 EBITAM when added to the Company's EBITAM for the fiscal year ended June 30, 2000 (the "2000 EBITAM") exceed the sum of the 1999 and 2000 Target Amounts. In such event, Seller shall be entitled to the Earnout payment for both such fiscal years. Should the Company's 2000 EBITAM not exceed the 2000 Target Amount, Seller shall not be entitled to any Earnout payment for the fiscal year ended June 30, 2000 unless the 2000 EBITAM when added to the 1999 EBITAM exceed the sum of the 1999 and 2000 Target Amounts. (ii) For purposes of this Agreement, "EBITAM" for either such fiscal year means the Company's earnings for the twelve months ending on the last day of such fiscal year, before taking into account (i) each Earnout Event may only occur once, if at allany interest on indebtedness and any financing and related fees and expenses, (ii) all fees or expenses incurred in connection with the total number transactions contemplated by this Agreement, (iii) income Taxes, (iv) any amortization or depreciation to the extent attributable to the purchase accounting "write-up" resulting from the transactions contemplated hereby and (v) management or other fees charged by the Purchaser and/or its Affiliates. (iii) Except as otherwise expressly provided herein, any amount or calculation to be made in connection with the Earnout shall be determined or made (A) in accordance with GAAP, (B) using the same revenue, income and expense recognition policies and practices as have been used by the Company prior to the Closing, unless such policies and practices are determined not to have been prepared in accordance with GAAP; and (C) based on the unaudited financial statements of Earnout Shares the Company utilized in connection with the preparation of the audited consolidated financial statements of the Purchaser and its Subsidiaries. (iv) Promptly (but in no event later than sixty (60) after the end of each such fiscal year, the Purchaser at its expense shall prepare and deliver to the Seller a statement of the EBITAM of the Company for the fiscal year then ended (the "EBITAM Statement"). During the 30 days immediately following receipt of the EBITAM Statement by the Seller, the Seller and his accountants shall be entitled to review the EBITAM Statement and any working papers, trial balances and similar materials relating to the EBITAM Statement prepared by the Purchaser or its accountants, and the Purchaser shall provide the Seller and his accountants with timely access, during normal business hours, to the personnel, properties, books and records of the Company and the Purchaser. The EBITAM Statement shall become final and binding upon the parties on the 31st day following delivery thereof unless the Seller gives written notice to the Purchaser of his disagreement with the EBITAM Statement (a "Notice of Disagreement With EBITAM Statement") prior to such date. Any Notice of Disagreement With EBITAM Statement shall specify in reasonable detail the nature of any disagreement so asserted. If a timely Notice of Disagreement With EBITAM Statement is received by the Purchaser with respect to the EBITAM Statement, then the EBITAM Statement (as revised in accordance with clause (A) or (B) below), shall become final and binding upon the parties on the earlier of (A) the date the Purchaser and the Seller resolve in writing any differences they have with respect to any matter specified in a Notice of Disagreement With EBITAM Statement, or (B) the date any matters in dispute are finally resolved in writing by the EBITAM Dispute Accounting Firm in the manner described below (the date on which the EBITAM Statement so becomes final and binding being hereinafter referred to as the "Final EBITAM Determination Date"). During the 30 days immediately following the delivery of any Notice of Disagreement With EBITAM Statement, the Purchaser and the Seller shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in such Notice of Disagreement With EBITAM Statement. During such period, the Seller and his accountants shall each have access to the Company's working papers, trial balances and similar materials (including the working papers, trial balances and similar materials of the Purchaser's accountants) prepared in connection with the Purchaser's preparation of the EBITAM Statement. At the end of such 30-day period, the Seller and Purchaser shall submit to an independent "Big 6" public accounting firm (the "EBITAM Dispute Accounting Firm") for review and resolution any and all matters which remain in dispute and which were included in any Notice of Disagreement With EBITAM Statement (it being understood that the EBITAM Dispute Accounting Firm shall act as an arbitrator to determine, based solely on presentations by the Purchaser and the Seller (and not exceed 4,000,000by independent review), only those matters which remain in dispute), and the EBITAM Dispute Accounting Firm shall reach a final, binding resolution of all matters which remain in dispute, which final resolution shall be (A) in writing, (B) furnished to the Purchaser and the Seller as soon as practicable after the items in dispute have been referred to the EBITAM Dispute Accounting Firm, (C) made in accordance with this Agreement, and (iiiD) conclusive and binding upon the Parties to this Agreement and not subject to collateral attack for any reason. The EBITAM Statement, with any adjustments necessary to reflect the EBITAM Dispute Accounting Firm's resolution of the matters in no event dispute, shall any Earnout Shareholder become final and binding on the Parties on the date the EBITAM Dispute Accounting Firm delivers its final resolution to the Parties. The EBITAM Dispute Accounting Firm shall be entitled to receive, nor shall mutually selected by the Purchaser and the Seller, or, if the Purchaser and the Seller cannot so agree within the 30-day period referred to above, by lot from among the independent "Big 6" public accounting firms (after excluding Crip▇▇▇, ▇▇ip▇▇▇ ▇▇▇ Tric▇ ▇▇▇ the Purchaser's independent public accountants) willing to act. Each Party shall pay its own costs and expenses incurred in connection with such arbitration; provided, that the fees and expenses of the EBITAM Dispute Accounting Firm shall be obligated borne as follows: (A) if the EBITAM Dispute Accounting Firm resolves all of the remaining objections in favor of the Purchaser (the amount of the EBITAM so determined is referred to issue herein as the "Low EBITAM Amount"), the Seller will be responsible for all of the fees and expenses of the EBITAM Dispute Accounting Firm; (B) if the EBITAM Dispute Accounting Firm resolves all of the remaining objections in favor of the Seller (the amount of the EBITAM so determined is referred to such Earnout Shareholderherein as the "High EBITAM Amount"), more than the product Purchaser will be responsible for all of the fees and expenses of the EBITAM Dispute Accounting Firm; and (C) if the EBITAM Dispute Accounting Firm resolves some of the remaining objections in favor of the Purchaser and the rest of the remaining objections in favor of the Seller (the amount of the EBITAM so determined is referred to herein as "Actual EBITAM Amount"), the Seller will be responsible for that fraction of the fees and expenses of the EBITAM Dispute Accounting Firm equal to (1) the total amount of Earnout Shares specified in Section 4.4(a) for such Earnout Event (as adjusted) multiplied by difference between the High Amount and the Actual Amount over (2) the applicable Pro Rata Portion difference between the High Amount and the Low Amount, and the Purchaser will be responsible for the remainder of the fees and expenses. (v) If the Purchaser has determined that an Earnout payment is payable with respect to either of the fiscal years ending June 30, 1999 and June 30, 2000, the Purchaser shall pay such Earnout payment when it delivers the EBITAM Statement for such fiscal year (even if the Seller dispute the amount of such Earnout Shareholder for such Earnout Event. (c) In payment as determined by the event of a Change of Control Transaction, any Purchaser). If the amount of the Earnout Shares not previously issued will payment is in dispute, and the Earnout payment that is ultimately determined to be vested immediately prior payable pursuant to "section"2(e)(iv) is (A) greater than the amount (if any) paid pursuant to the previous sentence, then the Purchaser shall pay the difference within three business days after such Change of Control Transaction. A “Change of Control Transaction” means: determination, or (iB) the sale of all or substantially all of the consolidated assets of Purchaser and Purchaser Subsidiaries to a third-party purchaser; (ii) a sale resulting in no less than a majority of the voting power of the Purchaser being held by a Person that did not own a majority of the voting power prior to such sale; or amount (iiiif any) a merger, consolidation, recapitalization or reorganization of Purchaser with or into a third-party purchaser that results in the inability of the pre-transaction equity holders to designate or elect a majority of the Board of Directors (or its equivalent) of the resulting entity or its parent company.paid

Earnout. (a) After For each of the Closingfiscal years ending December 31, subject to the terms 2017 and conditions set forth in this Section 4.4December 31, 2018 (each, an “Earnout Period”), the Company Shareholders as will be set forth in Exhibit H Partnership shall prepare and deliver to Proppants, within 90 days after the Acquisition Agreement end of each such fiscal year, a written notice specifying the calculation of Partnership Adjusted EBITDA for such fiscal year (the “Earnout Shareholders”) shall have the right to receive in the aggregate up to a maximum of an additional 4,000,000 Purchaser Class A Ordinary Shares (subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing, including to account for any equity securities into which such shares are exchanged or converted) (the “Earnout SharesPartnership Adjusted EBITDA Notice”). The Earnout Shareholders’ right to receive If Partnership Adjusted EBITDA for the Earnout Shares shall vest and become due and issuable as follows: (i) in the event thatfiscal year ending December 31, between one (1) month after the Closing Date and the date that is twelve (12) months after the Closing Date, the VWAP of the Purchaser Class A Ordinary Shares over any twenty (20) Trading Days within any thirty (30) Trading Day period is greater than or equal to 2017 exceeds $15 (“Earnout Event 1”)73.1 million, then the Earnout Shareholders Partnership shall be entitled pay Proppants an additional $5,000,000 in cash with respect to receive 1,000,000 Earnout Sharesthe Contribution Transactions. If Partnership Adjusted EBITDA for the fiscal the year ending December 31, 2018 exceeds $150.6 million, then the Partnership shall pay Proppants an additional $5,000,000 in cash with each Earnout Shareholder receiving its Pro Rata Portion thereofrespect to the Contribution Transactions. (iib) in If Proppants objects to the event that the revenue calculation of the Purchaser and its Subsidiaries on a consolidated basis by or before the first full fiscal year after the Closing Date, calculated based on a full fiscal year, Partnership Adjusted EBITDA with respect to an Earnout Period as set forth in the consolidated audited financial statements in Partnership Adjusted EBITDA Notice, then Proppants shall provide the annual report Partnership with written notice of same (which notice shall contain a reasonably detailed explanation of the Purchaser basis for that yearsuch objection) (such notice, is equal to or exceeds $50,000,000 (an “Earnout Event 2Objection Notice”), then ) within 30 days after the Earnout Shareholders shall be entitled to receive 1,000,000 Earnout Shares, with each Earnout Shareholder receiving its Pro Rata Portion thereof. (iii) in the event that the revenue receipt of the Purchaser and its Subsidiaries on a consolidated basis by or before Partnership Adjusted EBITDA Notice. If Proppants fails to object to the second full financial year after the Closing Date, calculated based on a full fiscal year, calculation of Partnership Adjusted EBITDA with respect to an Earnout Period as set forth in the consolidated audited financial statements in Partnership Adjusted EBITDA Notice within such 30 days period, then Proppants shall be deemed to have agreed with and accepted the annual report Partnership’s calculation of Partnership Adjusted EBITDA with respect to such Earnout Period for all purposes of this Agreement. If Proppants timely provides an Objection Notice as contemplated by this Section 2.3(b), then, for a period of 30 days after the Purchaser for that year, is equal to or exceeds $100,000,000 Partnership’s receipt of such Objection Notice (the “Earnout Event 3Dispute Resolution Period”), then the Earnout Shareholders Partnership shall be entitled (i) provide Proppants with reasonable access to receive 2,000,000 Earnout Sharesthe books, less any Earnout Shares previously issued records (including work papers, schedules, memoranda and other documents), supporting data, facilities and employees of the Partnership for purposes of evaluating the calculation of Partnership Adjusted EBITDA and (ii) reasonably cooperate with Proppants and its representatives in connection with Earnout Event 2such review, 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 including providing on a consolidated timely basis by all other information reasonably necessary 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 useful in connection with Earnout Event 2 and/or Earnout Event 3, such that any Earnout Shares already issued under Earnout Event 2 or Earnout Event 3 shall not be reissued under this Section 4.4(a)(iv), with each Earnout Shareholder receiving its Pro Rata Portion thereof. (b) In the event that the applicable Earnout Event has not occurred during the applicable period, the Earnout Shareholders shall not be entitled to receive the applicable portion review of the Earnout Shares. For the avoidance calculation of doubt, each Earnout Shareholder shall be entitled to receive Earnout Shares only upon the occurrence of each Earnout Event; provided, however, that (i) each Earnout Event may only occur once, if at all, (ii) the total number of Earnout Shares shall not exceed 4,000,000, and (iii) in no event shall any Earnout Shareholder be entitled to receive, nor shall the Purchaser be obligated to issue to such Earnout Shareholder, more than the product of (1) the total amount of Earnout Shares specified in Section 4.4(a) for such Earnout Event (as adjusted) multiplied by (2) the applicable Pro Rata Portion of such Earnout Shareholder for such Earnout EventPartnership Adjusted EBITDA. (c) In If Proppants provides an Objection Notice in accordance with Section 2.3(b) and the event Partnership and Proppants cannot agree on the calculation of a Change of Control TransactionPartnership Adjusted EBITDA during the Dispute Resolution Period, any amount then the Partnership and Proppants will submit their respective calculations of the Earnout Shares not previously issued items in dispute (including any adjustments the parties wish to make as a result of negotiations up to the date of such submission) to EEPB, P.C. or an accounting firm of national standing agreed to by the Partnership and Proppants (the “Accountant”). The Accountant will review each party’s calculations, and with respect to each disputed item, make a selection as to which of the disputed items presented to it is, in the aggregate, more accurate (selecting one of such items without interpolation or adjustment). The decision of the Accountant will be vested immediately prior to such Change of Control Transactionmade within 20 days after being engaged, or as soon thereafter as reasonably practicable, and will be final and binding on the parties hereto. A “Change of Control Transaction” means: (i) the sale of all or substantially all The costs and expenses of the consolidated assets of Purchaser Accountant will be split evenly by the Partnership and Purchaser Subsidiaries to a third-party purchaser; (ii) a sale resulting in no less than a majority Proppants. Each of the voting power 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 Purchaser being held by a Person that did not own a majority calculation of Partnership Adjusted EBITDA. (d) The Conflicts Committee shall review and approve the voting power prior to such sale; or (iii) a merger, consolidation, recapitalization or reorganization calculation of Purchaser with or into a third-party purchaser that results in the inability of the pre-transaction equity holders to designate or elect a majority of the Board of Directors (or its equivalent) of the resulting entity or its parent companyPartnership Adjusted EBITDA as determined under this Section 2.3.

Earnout. (a) After For each of the Closingfiscal years ending December 31, subject 2017 and December 31, 2018 (each such fiscal year, an “Earnout Period”), the Partnership shall prepare and deliver to Proppants, within 90 days after the end of each such fiscal year, a written notice specifying the calculation of Partnership Adjusted EBITDA for such fiscal year (the “Partnership Adjusted EBITDA Notice”). If Partnership Adjusted EBITDA for an Earnout Period is (i) less than 85% of the amount set forth on Schedule A for such Earnout Period, then Acquisition Co. shall have no obligation to pay Proppants any additional amount with respect to such Earnout Period, (ii) 85% or more, but less than the amount set forth on Schedule A for such Earnout Period, then Acquisition Co. shall pay Proppants an additional $10.0 million with respect to the terms 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 conditions 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 4.4, the Company Shareholders as will be set forth in Exhibit H to the Acquisition Agreement (the “Earnout Shareholders”) shall have the right to receive in the aggregate up to a maximum of an additional 4,000,000 Purchaser Class A Ordinary Shares (subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing, including to account for any equity securities into which such shares are exchanged or converted) (the “Earnout Shares”). The Earnout Shareholders’ right to receive the Earnout Shares shall vest and become due and issuable as follows: (i) in the event that, between one (1) month after the Closing Date and the date that is twelve (12) months after the Closing Date, the VWAP of the Purchaser Class A Ordinary Shares over any twenty (20) Trading Days within any thirty (30) Trading Day period is greater than or equal to $15 (“Earnout Event 1”), then the Earnout Shareholders shall be entitled to receive 1,000,000 Earnout Shares, with each Earnout Shareholder receiving its Pro Rata Portion thereof. (ii) in the event that the revenue of the Purchaser and its Subsidiaries on a consolidated basis by or before the first full fiscal year after the Closing Date, calculated based on a full fiscal year, as set forth in the consolidated audited financial statements in the annual report of the Purchaser for that year, is equal to or exceeds $50,000,000 (“Earnout Event 2”), then the Earnout Shareholders shall be entitled to receive 1,000,000 Earnout Shares, with each Earnout Shareholder receiving its Pro Rata Portion thereof. (iii) in the event that the revenue of the Purchaser and its Subsidiaries on a consolidated basis by or before the second full financial year after the Closing Date, calculated based on a full fiscal year, as set forth in the consolidated audited financial statements in the annual report of the Purchaser for that year, is equal to or exceeds $100,000,000 (“Earnout Event 3”), then the Earnout Shareholders shall be entitled to receive 2,000,000 Earnout Shares, less any Earnout Shares previously issued in connection with Earnout Event 2, such that any Earnout Shares already issued under Earnout Event 2 shall not be reissued under this Section 4.4(a)(iii), with each Earnout Shareholder receiving its Pro Rata Portion thereof. (iv) in the event that the revenue of the Purchaser and its Subsidiaries on a consolidated basis by or before the third full financial year after the Closing Date, calculated based on a full fiscal year, as set forth in the consolidated audited financial statements in the annual report of the Purchaser for that year, is equal to or exceeds $200,000,000 (“Earnout Event 4”, together with Earnout Event 1, Earnout Event 2 and Earnout Event 3, the “Earnout Events” and each, an “Earnout Event”), then the Earnout Shareholders shall be entitled to receive 3,000,000 Earnout Shares, less any Earnout Shares previously issued in connection with Earnout Event 2 and/or Earnout Event 3, such that any Earnout Shares already issued under Earnout Event 2 or Earnout Event 3 shall not be reissued under this Section 4.4(a)(iv), with each Earnout Shareholder receiving its Pro Rata Portion thereof. (b) In the event that the applicable Earnout Event has not occurred during the applicable period, the Earnout Shareholders shall not be entitled to receive the applicable portion of the Earnout Shares2.3. For the avoidance of doubt, each Earnout Shareholder the aggregate amount of additional payments under this Section 2.3 with respect to all periods shall not exceed $65.0 million. If the Partnership sells all or substantially all of its assets to a third party, or if a third party acquires all of the outstanding Common Units of the Partnership, then the financial metrics set forth in this Section 2.3 shall be deemed to have been satisfied at the maximum amount provided herein and Proppants shall be entitled to receive a payment (in cash or in Common Units, at the election of the Partnership) equal to $65.0 million less the sum of all previous payments to Proppants under this Section 2.3. (b) If Proppants objects to the calculation of Partnership Adjusted EBITDA with respect to an Earnout Shares only upon Period as set forth in the occurrence Partnership Adjusted EBITDA Notice, then Proppants shall provide the Partnership with written notice of each same (which notice shall contain a reasonably detailed explanation of the basis for such objection) (such notice, an “Objection Notice”) within 30 days after the receipt of the Partnership Adjusted EBITDA Notice. If Proppants fails to object to the calculation of Partnership Adjusted EBITDA with respect to an Earnout Event; providedPeriod as set forth in the Partnership Adjusted EBITDA Notice within such 30 days period, howeverthen Proppants shall be deemed to have agreed with and accepted the Partnership’s calculation of Partnership Adjusted EBITDA with respect to such Earnout Period for all purposes of this Agreement. If Proppants timely provides an Objection Notice as contemplated by this Section 2.3(b), that then, for a period of 30 days after the Partnership’s receipt of such Objection Notice (the “Dispute Resolution Period”), the Partnership shall (i) each Earnout Event may only occur onceprovide Proppants with reasonable access to the books, if at allrecords (including work papers, schedules, memoranda and other documents), supporting data, facilities and employees of the Partnership for purposes of evaluating the calculation of Partnership Adjusted EBITDA and (ii) reasonably cooperate with Proppants and its representatives in connection with such review, including providing on a timely basis all other information reasonably necessary or useful in connection with the total number review of Earnout Shares shall not exceed 4,000,000, and (iii) in no event shall any Earnout Shareholder be entitled to receive, nor shall the Purchaser be obligated to issue to such Earnout Shareholder, more than the product calculation of (1) the total amount of Earnout Shares specified in Section 4.4(a) for such Earnout Event (as adjusted) multiplied by (2) the applicable Pro Rata Portion of such Earnout Shareholder for such Earnout EventPartnership Adjusted EBITDA. (c) In If Proppants provides an Objection Notice in accordance with Section 2.3(b) and the event Partnership and Proppants cannot agree on the calculation of a Change of Control TransactionPartnership Adjusted EBITDA during the Dispute Resolution Period, any amount then the Partnership and Proppants will submit their respective calculations of the Earnout Shares not previously issued items in dispute (including any adjustments the parties wish to make as a result of negotiations up to the date of such submission) to an accounting firm of national standing agreed to by the Partnership and Proppants (the “Accountant”). The Accountant will review each party’s calculations, and with respect to each disputed item, make a selection as to which of the disputed items presented to it is, in the aggregate, more accurate (selecting one of such items without interpolation or adjustment). The decision of the Accountant will be vested immediately prior to such Change of Control Transactionmade within 20 days after being engaged, or as soon thereafter as reasonably practicable, and will be final and binding on the parties hereto. A “Change of Control Transaction” means: (i) the sale of all or substantially all The costs and expenses of the consolidated assets of Purchaser Accountant will be split evenly by the Partnership and Purchaser Subsidiaries to a third-party purchaser; (ii) a sale resulting in no less than a majority Proppants. Each of the voting power 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 Purchaser being held by a Person that did not own a majority calculation of Partnership Adjusted EBITDA. (d) The Conflicts Committee shall review and approve the voting power prior to such sale; or (iii) a merger, consolidation, recapitalization or reorganization calculation of Purchaser with or into a third-party purchaser that results in the inability of the pre-transaction equity holders to designate or elect a majority of the Board of Directors (or its equivalent) of the resulting entity or its parent companyPartnership Adjusted EBITDA as determined under this Section 2.3.

Earnout. (a) After the ClosingIn connection with this Section 2.7, subject Acquiror shall deliver to the terms Seller no later than sixty (60) days following the end of each of the first four calendar quarters following the Closing Date (it being understood that if the Closing occurs in June, the first of such calendar quarters shall be the 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 such calendar quarter beginning with the first full calendar month following the Closing Date and conditions ending with the twelfth full calendar month following the Closing Date (the "Upshot Business Financial Statements"). The 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 4.42.7, the Company Shareholders as will be set forth in Exhibit H to the Acquisition Agreement (the “Earnout Shareholders”) shall have the right to receive in the aggregate up to a maximum 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 additional 4,000,000 Purchaser Class A Ordinary Shares amount equal to thirty three percent (subject 33%) of the amount by which Net Revenue exceeds the Bonus Amount (in addition to equitable adjustment 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 share splitsthe first full twelve calendar month period following the Closing Date equals or is less than the Target Amount, share dividendsAcquiror 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), combinations, recapitalizations specifying in reasonable detail all disputed items and the like after basis therefor, Seller shall be deemed to have accepted the ClosingUpshot 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, including Seller and Acquiror shall, within twenty (20) days following such notice, attempt to account for resolve their differences in good faith, and any equity securities into 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 shares are exchanged 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 convertedin 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) (the “Earnout Shares”). The Earnout Shareholders’ right it being understood that this clause (ii) shall only apply to receive any disputed portion of the Earnout Shares Payments), the applicable Earnout Payment shall vest and become due and issuable be paid by Acquiror as follows: (i) in the event that, between one Acquiror shall pay ninety percent (190%) month after the Closing Date and the date that is twelve (12) months after the Closing Date, the VWAP of the Purchaser Class A Ordinary Shares over any twenty (20) Trading Days within any thirty (30) Trading Day period is greater than or equal Earnout Payment to $15 (“Earnout Event 1”), then the Earnout Shareholders shall be entitled to receive 1,000,000 Earnout Shares, with each Earnout Shareholder receiving its Pro Rata Portion thereof.an account designated by Seller in writing; and (ii) in the event that the revenue Acquiror shall deposit ten percent (10%) of the Purchaser and its Subsidiaries on a consolidated basis by or before Earnout Payment to the first full fiscal year after the Closing DateHoldback Fund, calculated based on a full fiscal year, as set forth in the consolidated audited financial statements in the annual report which amount shall become part of the Purchaser for that year, is equal to or exceeds $50,000,000 (“Earnout Event 2”), then the Earnout Shareholders shall be entitled to receive 1,000,000 Earnout Shares, with each Earnout Shareholder receiving its Pro Rata Portion thereofHoldback Amount. (iiid) in In connection with the event that the revenue operation of the Purchaser Upshot Business after the Closing, Acquiror agrees to maintain separate divisional books and records for the Upshot Business in accordance with GAAP, consistently applied. Acquiror and each of the Seller Parties agree to act in good faith during the Earnout Period relative to the Upshot Business and not to take actions that would be unfairly prejudicial or discriminatory to the Upshot Business for the purpose of adversely affecting Seller's interest in receiving an Earnout Payment. (e) Upon delivery of the Upshot Business Financial Statements, Acquiror shall afford to Seller and its Subsidiaries accounting representatives prompt and reasonable access upon reasonable notice to 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 consolidated mutually convenient basis by or before the second full financial year after the Closing Date, calculated based on a full fiscal year, at reasonable times during normal business hours to provide an explanation of such materials and to provide such other information 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 Seller and its representatives may reasonably request 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 review 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 thereofUpshot Business Financial Statements. (b) In the event that the applicable Earnout Event has not occurred during the applicable period, the Earnout Shareholders shall not be entitled to receive the applicable portion of the Earnout Shares. For the avoidance of doubt, each Earnout Shareholder shall be entitled to receive Earnout Shares only upon the occurrence of each Earnout Event; provided, however, that (i) each Earnout Event may only occur once, if at all, (ii) the total number of Earnout Shares shall not exceed 4,000,000, and (iii) in no event shall any Earnout Shareholder be entitled to receive, nor shall the Purchaser be obligated to issue to such Earnout Shareholder, more than the product of (1) the total amount of Earnout Shares specified in Section 4.4(a) for such Earnout Event (as adjusted) multiplied by (2) the applicable Pro Rata Portion of such Earnout Shareholder for such Earnout Event. (c) In the event of a Change of Control Transaction, any amount of the Earnout Shares not previously issued will be vested immediately prior to such Change of Control Transaction. A “Change of Control Transaction” means: (i) the sale of all or substantially all of the consolidated assets of Purchaser and Purchaser Subsidiaries to a third-party purchaser; (ii) a sale resulting in no less than a majority of the voting power of the Purchaser 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-party purchaser that results in the inability of the pre-transaction equity holders to designate or elect a majority of the Board of Directors (or its equivalent) of the resulting entity or its parent company.