Common use of Second Year Clause in Contracts

Second Year. The second year component will be based on achievement of Qualifying Xxxxxxxx during the Second Year Measurement Period and will be equal to $360,000 times the Attainment Percentage (defined below). As used in this Section 1.7(c)(ii), the term “Performance Ratio” shall mean the percentage resulting from dividing actual Qualifying Xxxxxxxx during the First Year Measurement Period by $22,500,000. After establishing the Performance Ratio, the percentage used to calculate this component of the Additional Purchase Consideration shall be calculated (as used in this Section 1.7(c)(ii), the “Attainment Percentage”) as follows: The Attainment Percentage shall be equal to the Performance Ratio if the Performance Ratio is 100%, however, if the Performance Ratio is less than 100%, the Attainment Percentage shall be reduced by 2% for each 1% that the Performance Ratio is less than 100%, and if the Performance Ratio is more than 100%, the Attainment Percentage shall be increased by 1% for each 2% that the Performance Ratio exceeds 100%; provided, however, if the above calculation results in an Attainment Percentage that is less than 50%, then the Attainment Percentage shall be zero, and if such calculation results in an Attainment Percentage that is greater than 150%, the Attainment Percentage shall be 150%.

Second Year. The second year component will be based on achievement of Qualifying Xxxxxxxx NetTeks Business Operations Operating Income Contribution during the Second Year Measurement Period and will be equal to eight hundred and fifty thousand dollars $360,000 850,000 times the Attainment Percentage (defined below). As used in this Section 1.7(c)(ii1.7(a)(ii), the term “Performance Ratio” shall mean the percentage resulting from dividing actual Qualifying Xxxxxxxx Operating Income Contribution from NetTeks Business Operations during the First Second Year Measurement Period by $22,500,000$ 914,000. After establishing the Performance Ratio, the percentage used to calculate this component of the Additional Purchase Consideration shall be calculated (as used in this Section 1.7(c)(ii1.7(a)(ii), the “Attainment Percentage”) as follows: The Attainment Percentage shall be equal to the Performance Ratio if the Performance Ratio is 100%, however, if the Performance Ratio is less than 100%, the Attainment Percentage shall be reduced by 21% for each 1% that the Performance Ratio is less than 100%, and if the Performance Ratio is more than 100%, the Attainment Percentage shall be increased by 1% for each 21% that the Performance Ratio exceeds 100% up to 150% and shall increase by 0.5% for each 1% between 150% and up to 200%; provided, however, if the above calculation results in an Attainment Percentage that is less than 50%, then the Attainment Percentage shall be zero, and if such calculation results in an Attainment Percentage that is greater than 150200%, the Attainment Percentage shall be 150200%.

Second Year. The second year component will be based on achievement of Qualifying Xxxxxxxx Hosting Business Operating Income Contribution during the Second Year Measurement Period and will be equal to $360,000 270,000 times the Attainment Percentage (defined below). As used in this Section 1.7(c)(ii1.7(b)(ii), the term “Performance Ratio” shall mean the percentage resulting from dividing actual Qualifying Xxxxxxxx Operating Income Contribution From Hosting Business during the First Second Year Measurement Period by $22,500,000370,000. After establishing the Performance Ratio, the percentage used to calculate this component of the Additional Purchase Consideration shall be calculated (as used in this Section 1.7(c)(ii1.7(b)(ii), the “Attainment Percentage”) as follows: The Attainment Percentage shall be equal to the Performance Ratio if the Performance Ratio is 100%, however, if the Performance Ratio is less than 100%, the Attainment Percentage shall be reduced by 2% for each 1% that the Performance Ratio is less than 100%, and if the Performance Ratio is more than 100%, the Attainment Percentage shall be increased by 1% for each 2% that the Performance Ratio exceeds 100%; provided, however, if the above calculation results in an Attainment Percentage that is less than 50%, then the Attainment Percentage shall be zero, and if such calculation results in an Attainment Percentage that is greater than 150%, the Attainment Percentage shall be 150%.

Second Year. The second year component will be based on achievement of Qualifying Xxxxxxxx Sacramento Business Operating Income Contribution during the Second Year Measurement Period and will be equal to $360,000 270,000 times the Attainment Percentage (defined below). As used in this Section 1.7(c)(ii1.7(a)(ii), the term “Performance Ratio” shall mean the percentage resulting from dividing actual Qualifying Xxxxxxxx Operating Income Contribution from Sacramento Business during the First Second Year Measurement Period by $22,500,0002,300,000. After establishing the Performance Ratio, the percentage used to calculate this component of the Additional Purchase Consideration shall be calculated (as used in this Section 1.7(c)(ii1.7(a)(ii), the “Attainment Percentage”) as follows: The Attainment Percentage shall be equal to the Performance Ratio if the Performance Ratio is 100%, however, if the Performance Ratio is less than 100%, the Attainment Percentage shall be reduced by 2% for each 1% that the Performance Ratio is less than 100%, and if the Performance Ratio is more than 100%, the Attainment Percentage shall be increased by 1% for each 2% that the Performance Ratio exceeds 100%; provided, however, if the above calculation results in an Attainment Percentage that is less than 50%, then the Attainment Percentage shall be zero, and if such calculation results in an Attainment Percentage that is greater than 150%, the Attainment Percentage shall be 150%.