Common use of Second Year Clause in Contracts

Second Year. The total Earn-Out Payment due the Selling Members will be the sum of the amounts (reading left to right) located on the horizontal axis, adjacent to the EBITDA margin earned for the Second Year, beginning with the Revenue Attained column immediately to the right of the column corresponding to the First Year Revenue attainment, and extending to the right up to and including the intersection with the vertical axis corresponding to the Revenue amount attained by the Company for the Second Year. For avoidance of doubt, no Earn-Out Payment is due to Selling Members if the Company’s EBITDA margin is less than 22% regardless of Revenue attainment level.