Share Pledge. As security for the payment of the Buyer Earnout Payment, Buyer agrees to pledge a total of 5,795,057 shares of Common Stock (the “Pledged Shares”) to the Sellers’ Representative at and concurrently with the Closing upon the terms and subject to the conditions of a Stock Pledge Agreement in a form mutually agreeable to Buyer and Sellers’ Representative (the “Stock Pledge Agreement”). In respect of each Initial Earnout Year, Sellers shall irrevocably release or cause the irrevocable release of 25% of the Pledge Shares immediately upon (i) if any Buyer Earnout Payment for such Initial Earnout Year is payable pursuant to this Exhibit A, receipt by the Sellers’ Representative of such Buyer Earnout Payment; and (ii) otherwise, determination of the amount of the applicable Net Profit for such Initial Earnout Year pursuant to Section 5.
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