Common use of Additional Consideration Clause in Contracts

Additional Consideration. (a) In the event that the Merger Agreement shall have been terminated under circumstances where Riverwood is entitled to receive the Termination Fee (as defined in and in accordance with the Merger Agreement), each Family Stockholder shall pay to Riverwood, on demand, an amount equal to such Family Stockholder’s pro rata share (based on the number of subject shares held by such stockholder on the date hereof, treating the Series B Preferred Stock on an as converted basis) of (i) 75% of the first $20 million of all Profit (as defined in Section 4.8(b)) earned by the Family Stockholders, collectively, and (ii) 50% of the next $40 million of all Profit earned by the Family Stockholders, collectively, in each case from the consummation of any Business Combination (as defined in the Merger Agreement) that is consummated within two years of such termination. (b) For purposes of this Section 4.8, the “Profit” of the Family Stockholders, collectively, from any Business Combination shall equal (i) the aggregate consideration received by the Family Stockholders pursuant to such Business Combination, valuing any non-cash consideration (including any residual interest in the Company) at its Fair Market Value on the date of the consummation of the Business Combination plus (ii) the Fair Market Value, determined as of the date of disposition, of all Subject Shares of the Family Stockholders disposed of after the termination of the Merger Agreement and prior to the date of the consummation of the Business Combination minus (iii) the Fair Market Value of all Subject Shares of the Family Stockholders, determined as of (x) the day immediately prior to date of the Merger Agreement or (y) the day immediately prior to the date that the Company first receives notice of or otherwise becomes aware of an Acquisition Proposal (as defined in the Merger Agreement), whichever date of determination yields a lower Fair Market Value. (c) In the event that (i) prior to the Effective Time, a Superior Proposal shall have been made and (ii) the Effective Time of the Merger shall have occurred and Riverwood for any reason shall have increased the amount of the Merger Consideration (as defined in the Merger Agreement) payable over that set forth in the Merger Agreement in effect on the date hereof, the Family Stockholders hereby agree that they will not be entitled to receive, and shall waive any right to receive, 50% of any such additional Merger Consideration that would otherwise have been received by the Family Stockholders, and that the full amount of any such additional Merger Consideration shall be payable by Riverwood only with respect to shares of the Common Stock held by Persons other than the Family Stockholders. (d) For purposes of this Section 4.8, the Fair Market Value of any non-cash consideration consisting of: (i) securities listed on a national securities exchange or traded on the NASDAQ/NMS shall be equal to the average closing price per share of such security as reported on such exchange or the NASDAQ/NMS for the ten trading days prior to the date of determination; and (ii) consideration which is other than cash or securities of the form specified in clause (i) of this Section 4.8(d) shall be determined by a nationally recognized independent investment banking firm mutually agreed upon by the parties within 10 business days of the event requiring selection of such banking firm; provided, however, that if the parties are unable to agree within two business days after the date of such event as to the investment banking firm, then the parties shall each select one firm, and those firms shall select a third investment banking firm, which third firm shall make such determination; provided further, that the fees and expenses of such investment banking firm shall be borne equally by Riverwood, on the one hand, and the Family Stockholders, on the other hand. The determination of the investment banking firm shall be binding upon the parties. (e) Any payment of profit under this Section 4.8 shall (i) if paid in cash, be paid by wire transfer of same day funds to an account designated by Riverwood and (ii) if paid through transfer of freely tradeable securities, be paid through delivery of such securities, suitably endorsed for transfer.

Additional Consideration. In addition to the consideration payable to the Founders pursuant to Section 1.3(a) (asuch additional consideration payable pursuant to this Section 1.3(b), the “Additional Consideration”): (i) In On the event that one-year anniversary of the Merger Agreement shall have been terminated under circumstances where Riverwood is entitled Closing Date, for each share of Company Common Stock owned by a Founder as of immediately prior to receive the Termination Fee Closing (as defined in and in accordance with set forth on the Merger AgreementSpreadsheet), each Family Stockholder Acquirer shall pay issue to Riverwood, on demand, an amount such Founder that number of shares of Acquirer Common Stock equal to the Milestone 1 Per Share Stock Consideration; provided that such Family Stockholdershares of Acquirer Common Stock shall only be issued to a Founder if such Founder continues to be employed by the Post-Closing Employer on the one-year anniversary of the Closing Date (and if such Founder is not employed, then no shares of Acquirer Common Stock pursuant to this Section 1.3(b)(i) shall be issued to such Founder); provided, however, if such Founder’s pro rata share (based on employment is terminated by the Post-Closing Employer without Cause or such Founder terminates his or her employment for Good Reason, then the number of subject shares held by of Acquirer Common Stock issuable under this Section 1.3(b)(i) shall nevertheless be issued to such stockholder on Founder within 10 Business Days following the date hereof, treating the Series B Preferred Stock on an as converted basis) of (i) 75% of the first $20 million of all Profit (as defined in Section 4.8(b)) earned by the Family Stockholders, collectively, and (ii) 50% of the next $40 million of all Profit earned by the Family Stockholders, collectively, in each case from the consummation of any Business Combination (as defined in the Merger Agreement) that is consummated within two years of such termination. (bii) For purposes of this Section 4.8, On the “Profit” two-year anniversary of the Family StockholdersClosing Date, collectively, from any Business Combination shall equal (i) the aggregate consideration received for each share of Company Common Stock owned by the Family Stockholders pursuant to such Business Combination, valuing any non-cash consideration (including any residual interest in the Company) at its Fair Market Value on the date of the consummation of the Business Combination plus (ii) the Fair Market Value, determined a Founder as of the date of disposition, of all Subject Shares of the Family Stockholders disposed of after the termination of the Merger Agreement and prior to the date of the consummation of the Business Combination minus (iii) the Fair Market Value of all Subject Shares of the Family Stockholders, determined as of (x) the day immediately prior to date of the Merger Agreement or (y) the day immediately prior to the date that the Company first receives notice of or otherwise becomes aware of an Acquisition Proposal Closing (as defined in set forth on the Merger AgreementSpreadsheet), whichever Acquirer shall issue to such Founder that number of shares of Acquirer Common Stock equal to the Milestone 2 Per Share Stock Consideration; provided that such shares of Acquirer Common Stock shall only be issued to a Founder if such Founder continues to be employed by the Post-Closing Employer on the two-year anniversary of the Closing Date (and if such Founder is not employed, then no shares of Acquirer Common Stock pursuant to this Section 1.3(b)(ii) shall be issued to such Founder); provided, however, if such Founder’s employment is terminated by the Post-Closing Employer without Cause or such Founder terminates his or her employment for Good Reason, then the number of shares of Acquirer Common Stock issuable under this Section 1.3(b)(ii) shall nevertheless be issued to such Founder within 10 Business Days following the date of determination yields a lower Fair Market Valuesuch termination. (ciii) For the avoidance of doubt, the termination of one Founder’s employment shall have no bearing on the right of shares of Acquirer Common Stock issuable under this Section 1.3(b) to the other Founders. (iv) In the event that (i) after the Closing and prior to the Effective Timeone-year anniversary or two-year anniversary of the Closing Date, as applicable, (A) Acquirer sells, transfers or assigns all of the outstanding shares of Company Common Stock (the “Company Spin-Off”) to a Superior Proposal shall have been made third party that is not an Affiliate of Acquirer (the “Future Acquiring Party”) and (iiB) both the Effective Time Founders become employed by the Future Acquiring Party upon the closing of the Merger shall have occurred and Riverwood for any reason shall have increased the amount of the Merger Consideration Company Spin-Off (a “Company Sale”), then as defined in the Merger Agreement) payable over that set forth in the Merger Agreement in effect on the date hereof, the Family Stockholders hereby agree that they will not be entitled to receive, and shall waive any right to receive, 50% of any such additional Merger Consideration that would otherwise have been received by the Family Stockholders, and that the full amount of any such additional Merger Consideration shall be payable by Riverwood only with respect to shares of the Common Stock held by Persons other than the Family Stockholders. (d) For purposes of this Section 4.8, the Fair Market Value of any non-cash consideration consisting of: (i) securities listed on a national securities exchange or traded on the NASDAQ/NMS shall be equal condition to the average closing price per share consummation of such security as reported on Company Sale, Acquirer shall require that such exchange or the NASDAQ/NMS for the ten trading days prior third party agree to the date of determination; and (ii) consideration which is other than cash or securities of the form specified in clause (i) of this Section 4.8(d) shall be determined bound by a nationally recognized independent investment banking firm mutually agreed upon by the parties Acquirer’s obligations to issue, within 10 business days of the event requiring selection of such banking firm; provided, however, that if the parties are unable to agree within two business days after Business Days following the date of such event as Company Sale, (x) the Milestone 1 Stock Consideration and the Milestone 2 Stock Consideration if the Company Sale occurs prior to the investment banking firm, then one-year anniversary of the parties shall each select one firm, Closing Date and those firms shall select a third investment banking firm, which third firm shall make such determination; provided further, that (y) Milestone 2 Stock Consideration if the fees and expenses Company Sale occurs after the one-year anniversary prior to the two-year anniversary of such investment banking firm shall be borne equally by Riverwoodthe Closing Date, on the one handterms and as set forth in this Section 1.3(b), and except that instead of shares of Acquirer Common Stock, such third party shall either (1) issue to the Family StockholdersCompany Shareholders a number of shares of such third party’s capital stock or (2) pay cash, on at the other hand. The determination election of the investment banking firm shall be binding upon Future Acquiring Party, with an equivalent value the partiesMilestone 1 Stock Consideration or the Milestone 2 Stock Consideration, as applicable, as of the Closing. (e) Any payment of profit under this Section 4.8 shall (i) if paid in cash, be paid by wire transfer of same day funds to an account designated by Riverwood and (ii) if paid through transfer of freely tradeable securities, be paid through delivery of such securities, suitably endorsed for transfer.

Additional Consideration. Each Company Stockholder shall be entitled to receive Additional Consideration pursuant to the terms and conditions set forth below: (a) In If, during the event 10-year period following the Agreement Date, Buyer or the Surviving Corporation receives the Patent Award, then Buyer shall pay, or shall cause to be paid, to each Person that is a Company Stockholder immediately prior to the Merger Agreement shall have been terminated under circumstances where Riverwood is entitled to receive Effective Time its Pro Rata Portion of the Termination Fee (as defined in and Additional Consideration in accordance with the Merger Agreement), each Family Stockholder shall pay to Riverwood, on demand, an amount equal to such Family Stockholder’s pro rata share (based on the number of subject shares held by such stockholder on the date hereof, treating the Series B Preferred Stock on an as converted basis) of (i) 75% of the first $20 million of all Profit (as defined in Section 4.8(b)) earned by the Family Stockholders, collectively, and (ii) 50% of the next $40 million of all Profit earned by the Family Stockholders, collectively, in each case from the consummation of any Business Combination (as defined in the Merger Agreement) that is consummated within two years of such terminationthis Section. (b) For purposes of this Section 4.8The Additional Consideration shall be payable in cash and Buyer Common Shares in proportion to the total Cash Merger Consideration and the total Stock Merger Consideration; provided, that the “Profit” portion of the Family Stockholders, collectively, from any Business Combination Additional Consideration payable in Buyer Common Shares shall equal (i) the aggregate consideration received by the Family Stockholders pursuant to such Business Combination, valuing any non-cash consideration (including any residual interest in the Company) at its Fair Market Value be calculated based on the date of the consummation of the Business Combination plus (ii) the Fair Market Value, determined Buyer Average Stock Price as of the date of disposition, of all Subject Shares such payment. If the Buyer is unable to pay any portion of the Family Additional Consideration to the applicable Company Stockholders disposed for any reason for a period of six (6) months after the termination such date, Buyer shall be entitled to retain such unpaid portion of the Merger Agreement and prior Additional Consideration, subject to the date of the consummation of the Business Combination minus (iii) the Fair Market Value of all Subject Shares of the Family Stockholdersapplicable abandoned property, determined as of (x) the day immediately prior to date of the Merger Agreement escheat or (y) the day immediately prior to the date that the Company first receives notice of or otherwise becomes aware of an Acquisition Proposal (as defined in the Merger Agreement), whichever date of determination yields a lower Fair Market Valuesimilar Laws. (c) In Buyer’s obligation to pay the event that Additional Consideration is expressly conditioned upon the Company’s actual receipt of the Patent Award within the period described in Section 2.17(a). For the avoidance of doubt, if Buyer or the Surviving Company (i) prior fails to receive the Effective TimePatent Award, a Superior Proposal shall have been made and whether within such period or at any time thereafter, or (ii) receives the Effective Time Patent Award after the period described in Section 2.17(a), then Buyer shall have no obligation hereunder to pay to any Person any portion of the Merger Patent Award, if any, as Additional Consideration and shall have occurred and Riverwood for any reason shall have increased the amount of the Merger Consideration (as defined in the Merger Agreement) payable over that set forth in the Merger Agreement in effect on the date hereof, the Family Stockholders hereby agree that they will not be entitled to receive, and shall waive any right to receive, 50% of any such additional Merger Consideration that would otherwise have been received by the Family Stockholders, and that retain the full amount of any such additional Merger Consideration shall be payable by Riverwood only with respect to shares of the Common Stock held by Persons other than the Family StockholdersPatent Award, if any. (d) For purposes of this Section 4.8, the Fair Market Value of any non-cash consideration consisting of: The parties hereto acknowledge and agree that (i) securities listed on a national securities exchange the contingent rights to receive any Additional Consideration shall not be represented by any form of certificate or traded on the NASDAQ/NMS shall be equal to the average closing price per share other instrument, are not transferable, except by operation of such security as reported on such exchange law, and do not constitute an equity or the NASDAQ/NMS for the ten trading days prior to the date of determination; and ownership interest in Buyer, (ii) consideration which is other than cash or securities the Company Stockholders shall not have any rights as a securityholder of the form specified in clause (i) Buyer as a result of this Section 4.8(d) shall be determined by a nationally recognized independent investment banking firm mutually agreed upon by the parties within 10 business days of the event requiring selection of such banking firm; provided, however, that if the parties are unable their respective contingent right to agree within two business days after the date of such event as to the investment banking firm, then the parties shall each select one firmreceive any Additional Consideration hereunder, and those firms shall select a third investment banking firm, which third firm shall make such determination; provided further, that the fees and expenses of such investment banking firm shall be borne equally by Riverwood, on the one hand, and the Family Stockholders, on the other hand. The determination of the investment banking firm shall be binding upon the parties(iii) no interest is payable with respect to any Additional Consideration. (e) Any payment of profit under this Section 4.8 shall (i) if paid in cash, be paid by wire transfer of same day funds to an account designated by Riverwood and (ii) if paid through transfer of freely tradeable securities, be paid through delivery of such securities, suitably endorsed for transfer.

Additional Consideration. Tube Media will provide Affiliate grants of common stock on the terms and conditions as expressly set forth in the Securities Issuance Agreement (the form of which is attached hereto as Exhibit 3), which shall contain provisions as follows: (a) In Within ten (10) days after the event that the Merger Agreement shall have been terminated under circumstances where Riverwood is entitled to receive the Termination Fee (as defined in and in accordance with the Merger Agreement), each Family Stockholder shall pay to Riverwood, on demand, an amount equal to such Family Stockholder’s pro rata share (based on the number of subject shares held by such stockholder on the date hereof, treating the Series B Preferred Stock on an as converted basis) of (i) 75% execution of the first $20 million Agreement, Tube Media will issue to Affiliate [XXXXX]* shares of all Profit (as defined in Section 4.8(b)) earned by the Family Stockholders, collectively, and (ii) 50% common stock of the next $40 million of all Profit earned by the Family Stockholders, collectively, in each case from the consummation of any Business Combination (as defined in the Merger Agreement) that is consummated within two years of such terminationTube Media. (b) For Tube Media will issue to Affiliate additional shares of common stock at the rate of [XXXXX]* shares of Tube Media common stock for each eleven million (11,000,000) TV Households (or pro rata portion if less than eleven million (11,000,000) TV Households) that first receive the Service as a result of a launch of the Service on a Station pursuant to the Agreement; provided, however, that TV Households that receive the Service in DMAs with fewer than one hundred thousand (100,000) TV Households shall not be included in the calculation of “TV Households” solely for purposes of this Section 4.8, paragraph 2(b). A schedule of TV Households in current Affiliate DMAs and the “Profit” number of shares of common stock to be issued within twenty (20) days after launch of the Family Stockholders, collectively, from any Business Combination shall equal (i) the aggregate consideration received by the Family Stockholders pursuant to such Business Combination, valuing any non-cash consideration (including any residual interest Service in the Company) at its Fair Market Value on the date of the consummation of the Business Combination plus (ii) the Fair Market Value, determined as of the date of disposition, of all Subject Shares of the Family Stockholders disposed of after the termination of the Merger Agreement and prior to the date of the consummation of the Business Combination minus (iii) the Fair Market Value of all Subject Shares of the Family Stockholders, determined as of (x) the day immediately prior to date of the Merger Agreement or (y) the day immediately prior to the date that the Company first receives notice of or otherwise becomes aware of an Acquisition Proposal (as defined each Affiliate DMA is set forth in the Merger Agreement), whichever date of determination yields a lower Fair Market ValueExhibit 2 hereto. (c) In the event that (i) prior Affiliate launches the Service on any Acquired Station, or on an Affiliate Broadcast Television station in the New Orleans DMA, Tube Media shall issue additional shares of Tube Media common stock to Affiliate at the same ratio and subject to the Effective Time, a Superior Proposal shall have been made and (ii) the Effective Time of the Merger shall have occurred and Riverwood for any reason shall have increased the amount of the Merger Consideration (as defined in the Merger Agreement) payable over that same restrictions set forth in paragraph 2(b) above, in each case, within twenty (20) days after the Merger Agreement in effect on the date hereof, the Family Stockholders hereby agree that they will not be entitled to receive, and shall waive any right to receive, 50% of any such additional Merger Consideration that would otherwise have been received by the Family Stockholders, and that the full amount of any such additional Merger Consideration shall be payable by Riverwood only with respect to shares launch of the Common Stock held by Persons other than the Family Stockholders. (d) For purposes of this Section 4.8, the Fair Market Value of any non-cash consideration consisting of: (i) securities listed on a national securities exchange or traded on the NASDAQ/NMS shall be equal to the average closing price per share of such security as reported Service on such exchange Acquired Station or on such Affiliate Broadcast Television station in the NASDAQ/NMS for New Orleans DMA, as the ten trading days prior to the date of determination; and (ii) consideration which is other than cash or securities of the form specified in clause (i) of this Section 4.8(d) shall be determined by a nationally recognized independent investment banking firm mutually agreed upon by the parties within 10 business days of the event requiring selection of such banking firmcase may be; provided, however, that if in no event shall more than an aggregate of [XXXXX]* shares be issued pursuant to this paragraph 2. (d) All shares issued to Affiliate hereunder will be duly authorized, and when issued hereunder, will be validly issued, fully paid and non-assessable. The shares will not be registered under the parties are unable Securities Act of 1933, as amended. All such shares shall be issued pursuant to agree within two the Securities Issuance Agreement in the form attached hereto as Exhibit 3. With respect to the issuance of any securities hereunder, Affiliate represents and warrants that it is an accredited investor, as such term is defined in Regulation D of the Securities and Exchange Act and that the Affiliate has such knowledge and experience in financial, investment and business days after the date of such event matters so as to be capable of evaluating the investment banking firm, then merits and risks of the parties shall each select one firmproposed investment. Affiliate hereby agrees to execute such documents as may be reasonably necessary and appropriate, and those firms shall select a third investment banking firmas requested by Tube Media, which third firm shall make such determination; provided furtherto permit compliance with state and federal securities laws. Affiliate is hereby granted piggyback registration rights with respect to all shares issued hereunder. * Filed under an application for confidential treatment. 1451 Xxxx Xxxxxxx Xxxxx Xxxx, that the fees and expenses of such investment banking firm shall be borne equally by RiverwoodXxxxx 000 , on the one handXx. Xxxxxxxxxx, and the Family Stockholders, on the other handXxxxxxx 00000 Xx. The determination of the investment banking firm shall be binding upon the parties.Xxxx X. Reardon (e) Any payment Tube Media represents and warrants that Exhibit 4 hereto sets forth the complete capitalization of profit under this Section 4.8 shall (i) if paid in cashTube Media, be paid by wire transfer including a listing of same day funds to an account designated by Riverwood and (ii) if paid through transfer of freely tradeable all outstanding equity securities, be paid through delivery of securities convertible into or exchangeable for equity securities, and any outstanding rights to purchase such securities, suitably endorsed for transfer.

Additional Consideration. (a) In Subject to the event that the Merger Agreement shall have been terminated under circumstances where Riverwood is entitled to receive the Termination Fee (as defined conditions set forth in and in accordance with the Merger Agreement), each Family Stockholder shall pay to Riverwoodthis Section, on demandthe first anniversary of the Effective Time, an amount equal HomeSeekers shall deliver to such Family Stockholder’s pro rata share (based on the Shareholders, certificates representing the number of subject shares held by such stockholder on (rounded to the date hereof, treating the Series B Preferred Stock on an as converted basisnearest whole share) of common stock of HomeSeekers, $.001 par value per share determined by dividing (i) 75% of Five Hundred Thousand Dollars ($500,000) (the first $20 million of all Profit (as defined in Section 4.8(b"First Anniversary Payment")) earned , by the Family Stockholders, collectively, and (ii) 50% the average closing sale price of a share of HomeSeekers Common Stock as quoted on the Nasdaq for the ten (10) consecutive trading days which precede the first anniversary of the next $40 million Effective Time, as reported (absent manifest error in the printing thereof) by The Wall Street Journal (Western Edition) (the "First Anniversary Average Closing Sale Price"). The HomeSeekers Common Stock so delivered shall be allocated among the Shareholders in proportion to their respective percentage ownership interest of all Profit earned the REI Common Stock as of the Effective Time. The First Anniversary Payment shall be reduced by the Family Stockholders, collectively, in each case from amount that (i) the consummation proceeds of the sales of any Business Combination shares delivered to the Shareholders pursuant to Section 2.1(b) or 2.1(c) of this Agreement plus (as defined in ii) the Merger AgreementFirst Anniversary Average Closing Sale Price multiplied by the number of shares delivered to the Shareholders pursuant to Section 2.1(b) that is consummated within two years or 2.1(c) of such terminationthis Agreement but not sold before the first anniversary of the Effective Time, adjusted for stock splits, exceeds One Million One Hundred Thousand Dollars ($1,100,000). (b) For purposes of Subject to the conditions set forth in this Section 4.8Section, on the “Profit” second anniversary of the Family StockholdersEffective Time, collectivelyHomeSeekers shall deliver to the Shareholders, from any Business Combination certificates representing the number of shares (rounded to the nearest whole share) of common stock of HomeSeekers, $.001 par value per share determined by dividing (i) Five Hundred Thousand Dollars ($500,000) (the "Second Anniversary Payment"), by (ii) the average closing sale price of a share of HomeSeekers Common Stock as quoted on the Nasdaq for the ten (10) consecutive trading days which precede the second anniversary of the Effective Time, as reported (absent manifest error in the printing thereof) by The Wall Street Journal (Western Edition) (the "Second Anniversary Average Closing Sale Price"). The HomeSeekers Common Stock so delivered shall equal be allocated among the Shareholders in proportion to their respective percentage ownership interest of the REI Common Stock as of the Effective Time. The Second Anniversary Payment shall be reduced by the amount that (i) the aggregate consideration received by proceeds of the Family Stockholders sales of any shares delivered to the Shareholders pursuant to such Business Combination, valuing any non-cash consideration (including any residual interest in the CompanySection 2.1(b) at its Fair Market Value on the date or 2.1(c) of the consummation of the Business Combination this Agreement plus (ii) the Fair Market Value, determined as Second Anniversary Average Closing Sale Price multiplied by the number of the date of disposition, of all Subject Shares of the Family Stockholders disposed of after the termination of the Merger Agreement and prior shares delivered to the date Shareholders pursuant to Section 2.1(b) or 2.1(c) of this Agreement but not sold before the consummation second anniversary of the Business Combination minus (iii) the Fair Market Value of all Subject Shares of the Family Stockholders, determined as of (x) the day immediately prior to date of the Merger Agreement or (y) the day immediately prior to the date that the Company first receives notice of or otherwise becomes aware of an Acquisition Proposal (as defined in the Merger Agreement), whichever date of determination yields a lower Fair Market Value. (c) In the event that (i) prior to the Effective Time, a Superior Proposal shall have been made and adjusted for stock splits, exceeds One Million Six Hundred Thousand Dollars (ii) the Effective Time of the Merger shall have occurred and Riverwood for any reason shall have increased the amount of the Merger Consideration (as defined in the Merger Agreement) payable over that set forth in the Merger Agreement in effect on the date hereof, the Family Stockholders hereby agree that they will not be entitled to receive, and shall waive any right to receive, 50% of any such additional Merger Consideration that would otherwise have been received by the Family Stockholders, and that the full amount of any such additional Merger Consideration shall be payable by Riverwood only with respect to shares of the Common Stock held by Persons other than the Family Stockholders$1,600,000). (d) For purposes of this Section 4.8, the Fair Market Value of any non-cash consideration consisting of: (i) securities listed on a national securities exchange or traded on the NASDAQ/NMS shall be equal to the average closing price per share of such security as reported on such exchange or the NASDAQ/NMS for the ten trading days prior to the date of determination; and (ii) consideration which is other than cash or securities of the form specified in clause (i) of this Section 4.8(d) shall be determined by a nationally recognized independent investment banking firm mutually agreed upon by the parties within 10 business days of the event requiring selection of such banking firm; provided, however, that if the parties are unable to agree within two business days after the date of such event as to the investment banking firm, then the parties shall each select one firm, and those firms shall select a third investment banking firm, which third firm shall make such determination; provided further, that the fees and expenses of such investment banking firm shall be borne equally by Riverwood, on the one hand, and the Family Stockholders, on the other hand. The determination of the investment banking firm shall be binding upon the parties. (e) Any payment of profit under this Section 4.8 shall (i) if paid in cash, be paid by wire transfer of same day funds to an account designated by Riverwood and (ii) if paid through transfer of freely tradeable securities, be paid through delivery of such securities, suitably endorsed for transfer.

Additional Consideration. (a) In the event that the Merger Agreement shall have been terminated under circumstances where Riverwood is entitled to receive the Termination Fee (as defined in and in accordance with the Merger Agreement), each Family Stockholder shall pay to Riverwood, on demand, an amount equal to such Family Stockholder’s 's pro rata share (based on the number of subject shares held by such stockholder on the date hereof, treating the Series B Preferred Stock on an as converted basis) of (iI) 75% of the first $20 million of all Profit (as defined in Section 4.8(b)) earned by the Family Stockholders, collectively, and (iiII) 50% of the next $40 million of all Profit earned by the Family Stockholders, collectively, in each case from the consummation of any Business Combination (as defined in the Merger Agreement) that is consummated within two years of such termination. (b) For purposes of this Section 4.8, the “Profit” "PROFIT" of the Family Stockholders, collectively, from any Business Combination shall equal (iI) the aggregate consideration received by the Family Stockholders pursuant to such Business Combination, valuing any non-cash consideration (including any residual interest in the Company) at its Fair Market Value on the date of the consummation of the Business Combination plus PLUS (iiII) the Fair Market Value, determined as of the date of disposition, of all Subject Shares of the Family Stockholders disposed of after the termination of the Merger Agreement and prior to the date of the consummation of the Business Combination minus MINUS (iiiIII) the Fair Market Value of all Subject Shares of the Family Stockholders, determined as of (xX) the day immediately prior to date of the Merger Agreement or (yY) the day immediately prior to the date that the Company first receives notice of or otherwise becomes aware of an Acquisition Proposal (as defined in the Merger Agreement), whichever date of determination yields a lower Fair Market Value. (c) In the event that (iI) prior to the Effective Time, a Superior Proposal shall have been made and (iiII) the Effective Time of the Merger shall have occurred and Riverwood for any reason shall have increased the amount of the Merger Consideration (as defined in the Merger Agreement) payable over that set forth in the Merger Agreement in effect on the date hereof, the Family Stockholders hereby agree that they will not be entitled to receive, and shall waive any right to receive, 50% of any such additional Merger Consideration that would otherwise have been received by the Family Stockholders, and that the full amount of any such additional Merger Consideration shall be payable by Riverwood only with respect to shares of the Common Stock held by Persons other than the Family Stockholders. (d) For purposes of this Section 4.8, the Fair Market Value of any non-cash consideration consisting of: (i) securities listed on a national securities exchange or traded on the NASDAQ/NMS shall be equal to the average closing price per share of such security as reported on such exchange or the NASDAQ/NMS for the ten trading days prior to the date of determination; and (ii) consideration which is other than cash or securities of the form specified in clause (i) of this Section 4.8(d) shall be determined by a nationally recognized independent investment banking firm mutually agreed upon by the parties within 10 business days of the event requiring selection of such banking firm; providedPROVIDED, howeverHOWEVER, that if the parties are unable to agree within two business days after the date of such event as to the investment banking firm, then the parties shall each select one firm, and those firms shall select a third investment banking firm, which third firm shall make such determination; provided furtherPROVIDED FURTHER, that the fees and expenses of such investment banking firm shall be borne equally by Riverwood, on the one hand, and the Family Stockholders, on the other hand. The determination of the investment banking firm shall be binding upon the parties. (e) Any payment of profit under this Section 4.8 shall (iI) if paid in cash, be paid by wire transfer of same day funds to an account designated by Riverwood and (iiII) if paid through transfer of freely tradeable securities, be paid through delivery of such securities, suitably endorsed for transfer.

Additional Consideration. (a) Following the satisfaction of the Distribution Threshold, Purchaser shall not make any additional distributions to any of its equityholders until Purchaser has made aggregate payments to Seller equal to the Maximum Additional Consideration. In the event that the Merger Agreement Distribution Threshold has been satisfied, whether as a result of a direct or indirect sale of Purchaser by its equityholders (or similar transactions) or otherwise, Purchaser shall have been terminated under circumstances where Riverwood is entitled to receive the Termination Fee (as defined in and in accordance with the Merger Agreement), each Family Stockholder shall pay to Riverwood, on demand, cause an amount equal to the Maximum Additional Consideration to be paid to Seller within ten (10) Business Days of such Family Stockholder’s pro rata share sale by wire transfer of immediately available funds to such account as Seller may designate to Purchaser in advance in writing. Within thirty (based on the number of subject shares held by such stockholder on the date hereof30) days following each calendar year, treating the Series B Preferred Stock on an as converted basis) Purchaser will provide Seller with written notice of (ia) 75% of the first $20 million of all Profit (as defined in Section 4.8(b)) earned by the Family Stockholders, collectively, and (ii) 50% of the next $40 million of all Profit earned by the Family Stockholders, collectively, in each case from the consummation of any Business Combination (as defined in the Merger Agreement) that is consummated within two years of such termination. (b) For purposes of this Section 4.8, the “Profit” of the Family Stockholders, collectively, from any Business Combination shall equal (i) the aggregate consideration received by the Family Stockholders pursuant to such Business Combination, valuing any non-cash consideration (including any residual interest in the Company) at its Fair Market Value on the date of the consummation of the Business Combination plus (ii) the Fair Market Value, determined as of the date of disposition, of all Subject Shares of the Family Stockholders disposed of after the termination of the Merger Agreement and prior to the date of the consummation of the Business Combination minus (iii) the Fair Market Value of all Subject Shares of the Family Stockholders, determined as of (x) the day immediately prior to date of the Merger Agreement or (y) the day immediately prior to the date that the Company first receives notice of or otherwise becomes aware of an Acquisition Proposal (as defined in the Merger Agreement), whichever date of determination yields a lower Fair Market Value. (c) In the event that (i) prior to the Effective Time, a Superior Proposal shall have been made and (ii) the Effective Time of the Merger shall have occurred and Riverwood for any reason shall have increased the amount of the Merger Consideration payments and distributions made in respect of the equity of Purchaser since the Closing through the most recently completed calendar year, (as defined b) the amount of capital contributions made by the JFL Entities in respect of the Merger Agreementequity of Purchaser or JFL-GMG Partners, LLC or any of its Subsidiaries since the Closing through the most recently completed calendar year, (c) payable over that set forth in the Merger Agreement in effect on the date hereof, the Family Stockholders hereby agree that they will not be entitled to receive, and shall waive any right to receive, 50% clawback of any such additional Merger Consideration that would otherwise have been received amounts previously paid by Purchaser or its Affiliates to the Family Stockholders, JFL Entities and that the full amount of any such additional Merger Consideration shall be payable by Riverwood only with respect to shares of the Common Stock held by Persons other than the Family Stockholders. (d) For purposes of this Section 4.8the amount, if any, remaining for the Fair Market Value Distribution Threshold to be satisfied. Purchaser shall promptly, and in any event within five (5) Business Days, notify Seller of any non-cash consideration consisting of: (i) securities listed on a national securities exchange or traded on the NASDAQ/NMS shall be equal to the average closing price per share of such security as reported on such exchange dividend recapitalization or the NASDAQ/NMS for consummation of a sale that results in payments or proceeds that will be counted in determining whether the ten trading days prior to the date of determination; and (ii) consideration which is other than cash or securities of the form specified in clause (i) of this Section 4.8(d) shall be determined by a nationally recognized independent investment banking firm mutually agreed upon by the parties within 10 business days of the event requiring selection of such banking firmDistribution Threshold has been satisfied; provided, however, that if the parties are unable any such notice regarding a sale shall not be required to agree within two business days after the date of provide any details regarding such event as to the investment banking firm, then the parties shall each select one firm, and those firms shall select a third investment banking firm, which third firm shall make such determination; provided further, that the fees and expenses of such investment banking firm shall be borne equally by Riverwood, on the one hand, and the Family Stockholders, on the sale other hand. The determination of the investment banking firm shall be binding upon the parties. (e) Any payment of profit under this Section 4.8 shall than (i) if paid in cashthe structure of the sale, be paid by wire transfer of same day funds to an account designated by Riverwood and (ii) the aggregate proceeds of the sale, (iii) the amount of proceeds directly or indirectly paid to the equity holders of Purchaser and the JFL Entities and (iv) the amount, if paid through transfer of freely tradeable securitiesany, remaining for the Distribution Threshold to be paid through delivery satisfied. Purchaser will cause the JFL-GMG Partners LLC Agreement to provide (a) that distributions by JFL-GMG Partners, LLC to its equityholders will be subject to compliance with this Section 6.20, and JFL-GMG Partners, LLC will provide Purchaser with information necessary to comply with Section 6.20, (b) for a prohibition on transactions with controlled Affiliates that are not on an arms-length basis and (c) that Seller will be a third party beneficiary of such securities, suitably endorsed for transferprovisions.

Additional Consideration. (a) Following the Closing, the Company shall conduct its business in accordance with the budget and expense structure previously agreed between the Buyer and the Company and summarized on Schedule 1.6(a) (the “Business Plan”). The Chief Operating Officer of the Buyer shall have the right to adjust the Business Plan in good faith based on the interim results of the Company or in light of the business of the Buyer as a whole, it being understood that after the Closing Date the business of the Company will be controlled by, and subject to the overall management of, the Buyer. The Company acknowledges that as of the date hereof, all of the products (including intellectual property) necessary for the Business Plan have either been developed by the Company or are under development by the Company and can be developed in their entirety with the employees of the Company and its Subsidiaries existing as of the Closing Date and in accordance with the Business Plan. (b) If, for the period commencing on the Closing Date and ending on June 30, 2004, the Company achieves both Revenue and Operating Income on a level set forth on Schedule 1.6(b) (a “Dual Achievement Level”), then, subject to the provisions of this Section 1.6, the Buyer shall deliver to the Company Stockholders their pro rata portion of the number of Contingent Shares corresponding to the Dual Achievement Level (with no cumulative benefit for any lower level). (c) No later than August 15, 2004, the Buyer shall prepare (or cause to be prepared) and deliver to the Stockholder Representatives, a calculation of Revenue and Operating Income and a related calculation of the number, if any, of the Contingent Shares issuable in accordance with Section 1.6(b), together with any documentation as may be reasonably necessary to enable the Stockholder Representatives to assess such calculation. After receipt of the calculation of the Revenue and Operating Income from the Buyer, the Stockholder Representatives shall have the right, at the expense of the Stockholder Representatives and upon not less than five days’ prior notice to the Buyer, to meet with the Buyer to discuss the Buyer’s calculation and have reasonable access during normal business hours to inspect the records and working papers relating to the calculation of such Revenue and Operating Income and in each case solely for the purpose of verifying the calculation amount of Revenue and Operating Income hereunder. Unless the Stockholder Representatives challenge the Buyer’s determination of Revenue or Operating Income within 30 days after delivery of the calculation, the Buyer’s determination shall be conclusive and binding for all purposes of this Agreement. Notwithstanding any other provision of this Agreement, the Stockholder Representatives shall have all the rights and powers of the Company Stockholders and the remedies available to the Company Stockholders to enforce the obligations of the Buyer under this Agreement including, without limitation, the provisions of this Section 1.6. (d) In the event that the Merger Agreement Stockholder Representatives dispute the Buyer’s determination of Revenue or Operating Income, or there is a dispute with regard to any other provision of this Section 1.6, they shall have been terminated under circumstances where Riverwood is entitled so notify the Buyer by delivering an Earn-Out Dispute Notice to receive the Termination Fee Buyer. With respect to disputes regarding the Buyer’s determination of Revenue or Operating Income, the Stockholder Representatives shall deliver the Earn-Out Dispute Notice within 30 days after delivery by the Buyer of the Buyer’s written calculation of Revenue and Operating Income. In the event of such a dispute, the Buyer and the Stockholder Representatives shall first use diligent good faith efforts to resolve such dispute among themselves. If they are unable to resolve the dispute within 30 calendar days after the delivery of the Earn-Out Dispute Notice, then the dispute shall be submitted to the Earn-Out Arbitrator. (as defined i) All determinations by the Earn-Out Arbitrator pursuant to this paragraph (d) shall be in writing and shall be delivered to the parties. The determination by the Earn-Out Arbitrator to the resolution of any dispute shall be binding and conclusive upon the parties. A judgment of the determination made by the Earn-Out Arbitrator pursuant to this paragraph (d)(i) may be entered into and enforced by any court having jurisdiction thereover. (ii) The fees and expenses of the Earn-Out Arbitrator in accordance connection with the Merger Agreementresolutions of disputes pursuant to this paragraph (d) shall be shared equally by the Stockholder Representatives on the one hand and the Buyer on the other, provided that, if the Earn-Out Arbitrator determines that one party has adopted a position(s) that is frivolous or clearly without merit, the Earn-Out Arbitrator may, in its discretion, assign a greater portion of such fees and expenses to such party. (e) The Company and the Company Stockholders agree and acknowledge that, subject to Section 1.6(a), each Family Stockholder shall pay the Buyer may make from time to Riverwoodtime such business decisions as it deems appropriate in the conduct of the Buyer’s and business, including actions that may have an impact on demandRevenue or Operating Income, an amount equal and the Company and the Company Stockholders will have no right to claim any lost earn-out or other damages as a result of such Family Stockholder’s pro rata share decisions so long as the actions were not taken by the Buyer in bad faith for the principal purpose of frustrating the provisions of this Section. (based on f) Notwithstanding any other provision of this Agreement, if (i) the number of subject shares held Buyer has made a claim(s) for indemnity pursuant to Article VI or Article VII, (ii) such claim(s) have not been paid in full by such stockholder the Indemnifying Stockholders or otherwise resolved on the date hereof, treating any Contingent Shares would otherwise be due to the Series B Preferred Stock on an as converted basisIndemnifying Stockholders and (iii) of (i) 75% in the good faith estimation of the first $20 million Buyer, the aggregate amount of all Profit (as defined in Section 4.8(b)) earned by any unpaid or unresolved claim for indemnity exceeds the Family Stockholders, collectively, and (ii) 50% amount of any remaining portion of the next $40 million Applicable Escrow Fund, then the Buyer may retain a portion of all Profit earned by the Family Stockholders, collectively, Contingent Shares otherwise due to the Indemnifying Stockholders in each case from excess of the consummation remaining portion of the Applicable Escrow Fund necessary to satisfy the amount of any Business Combination (indemnification obligation as defined provided in Article VI or Article VII below. For the Merger Agreement) that is consummated within two years of such termination. (b) For purposes of this Section 4.81.6(f), the “Profit” value of the Family Stockholders, collectively, from any Business Combination a Contingent Share shall equal be $7.677 (i) the aggregate consideration received by the Family Stockholders pursuant subject to such Business Combination, valuing any non-cash consideration (including any residual interest equitable adjustment in the Company) at its Fair Market Value on event of any stock split, stock dividend, reverse stock split or similar event affecting the Buyer Common Stock since the date of the consummation of the Business Combination plus (ii) the Fair Market Value, determined as of the date of disposition, of all Subject Shares of the Family Stockholders disposed of after the termination of the Merger Agreement and prior to the date of the consummation of the Business Combination minus (iii) the Fair Market Value of all Subject Shares of the Family Stockholders, determined as of (x) the day immediately prior to date of the Merger Agreement or (y) the day immediately prior to the date that the Company first receives notice of or otherwise becomes aware of an Acquisition Proposal (as defined in the Merger this Agreement). Upon the resolution of any claim for indemnity that was subject to a hold back under this Article I, whichever date of determination yields a lower Fair Market Value. (c) In the event that (i) prior to the Effective Time, a Superior Proposal Buyer shall have been made and (ii) the Effective Time of the Merger shall have occurred and Riverwood for any reason shall have increased release the amount of the Merger Consideration (as defined in the Merger Agreement) payable over that set forth in the Merger Agreement in effect on the date hereof, the Family Stockholders hereby agree that they will not be entitled to receive, and shall waive any right to receive, 50% of any held back from such additional Merger Consideration that would otherwise have been received by the Family Stockholders, and that the full amount of any such additional Merger Consideration shall be payable by Riverwood only with respect to shares of the Common Stock held by Persons other than the Family Stockholders. (d) For purposes of this Section 4.8, the Fair Market Value of any non-cash consideration consisting of: (i) securities listed on a national securities exchange or traded on the NASDAQ/NMS shall be equal to the average closing price per share of such security as reported on such exchange or the NASDAQ/NMS for the ten trading days prior to the date of determination; and (ii) consideration which is other than cash or securities of the form specified in clause (i) of this Section 4.8(d) shall be determined by a nationally recognized independent investment banking firm mutually agreed upon by the parties claim within 10 business days of the event requiring selection of such banking firm; provided, however, that if the parties are unable to agree within two business days after the date of such event as to the investment banking firm, then the parties shall each select one firm, resolution and those firms shall select a third investment banking firm, which third firm shall make such determination; provided further, that the fees and expenses of such investment banking firm shall be borne equally by Riverwood, on the one hand, and the Family Stockholders, on the other hand. The determination of the investment banking firm shall be binding upon the parties. (e) Any payment of profit under this Section 4.8 shall (i) retain such portion (if paid in cashany) of such amount as the Buyer is entitled to receive pursuant to the resolution of such claim of indemnity, which shall release the Indemnifying Stockholders of any obligation to pay such amount to the Buyer under Article VI or Article VII and shall release the Buyer of its obligation to pay any such amount to the Indemnifying Stockholders under this Article I, as the case may be paid by wire transfer of same day funds to an account designated by Riverwood and (ii) pay to the Indemnifying Stockholders the remaining portion (if paid through transfer of freely tradeable securities, be paid through delivery any) of such securities, suitably endorsed for transferamount. Nothing herein shall limit the obligations of the Indemnifying Stockholders to the Buyer set forth in Article VI and Article VII hereof.

Additional Consideration. If at any time after the date hereof and prior to the one year anniversary of the date hereof Motient directly or indirectly acquires additional interests in MSV (aor its successors) In the event that the Merger Agreement shall have been terminated under circumstances where Riverwood from a party who is entitled to receive the Termination Fee (as defined in and in accordance with the Merger Agreement), each Family Stockholder shall pay to Riverwood, on demand, an amount equal to such Family Stockholder’s pro rata share (based on the number a limited partner of subject shares held by such stockholder MSV on the date hereofhereof (a "Subsequent MSV Purchase"), treating Motient will make a capital contribution to Sub which will issue to Columbia as additional consideration hereunder (the Series B Preferred "Additional Consideration") for the purchase of the Blocker Corp Shares, a number of shares of Motient Common Stock on an as converted basis) equal to the product of (i) 75% the number of MSV limited partnership units held by Blocker Corp immediately prior to the first $20 million of all Profit (as defined in Section 4.8(b)) earned Closing, multiplied by the Family Stockholders, collectively, and (ii) 50% a fraction, the numerator of which is the number of Blocker Corp Shares acquired by Sub hereunder and the denominator of which is the number of issued and outstanding shares of Blocker Corp Common Stock as of the next $40 million Closing, multiplied by (iii) the difference between (x) the number of all Profit earned by the Family Stockholders, collectively, in each case from the consummation shares of any Business Combination (as defined Motient Common Stock issued in the Merger AgreementSubsequent MSV Purchase in exchange for each MSV limited partnership unit directly or indirectly acquired in such Subsequent MSV Purchase and (y) the product of (A) the number of Motient Shares, multiplied by (B) a fraction, the numerator of which is the number of shares of Blocker Corp Common Stock issued and outstanding as of the Closing and the denominator of which is the product of the number of Blocker Corp Shares purchased by Sub at Closing and the number of MSV limited partnership units owned by Blocker Corp as of the Closing; provided, that is consummated within two years if the number in clause (y) above shall be equal to or greater than the number in clause (x), no additional shares of such termination. (b) For purposes of Motient Common Stock shall be issuable to Columbia pursuant to this Section 4.8, the “Profit” 4.4. Any shares of the Family Stockholders, collectively, from any Business Combination shall equal (i) the aggregate consideration received by the Family Stockholders Motient Common Stock issuable pursuant to such Business Combinationthis Section 4.4 shall be entitled to piggyback registration rights granted pursuant to the Registration Rights Agreement by and among Motient, valuing any non-cash consideration (including any residual interest in Sub, Columbia and the Company) at its Fair Market Value on the date of the consummation of the Business Combination plus (ii) the Fair Market Value, determined other parties thereto dated as of the date hereof (the "Rights Agreement"), a form of dispositionwhich is attached as Exhibit B hereto. Notwithstanding the foregoing, if the issuance of all Subject Shares shares of the Family Stockholders disposed Motient Common Stock pursuant to this Section 4.4 would require Columbia or any affiliate of after the termination of the Merger Agreement and Columbia to obtain regulatory approval prior to receiving such shares, such issuance will not occur if and until such time as such regulatory approval has been obtained. Columbia hereby agrees and acknowledges that no Additional Consideration is owed to it pursuant to this Section 4.4 due to the date of the consummation of the Business Combination minus (iii) the Fair Market Value of all Subject Shares of the Family Stockholders, determined as of (x) the day immediately prior to date of transactions contemplated by the Merger Agreement or (y) the day immediately prior to the date that the Company first receives notice of or otherwise becomes aware of an Acquisition Proposal (as defined in the Merger Agreement), whichever date of determination yields a lower Fair Market Value. (c) In the event that (i) prior to the Effective Time, a Superior Proposal shall have been made and (ii) the Effective Time of the Merger shall have occurred and Riverwood for any reason shall have increased the amount of the Merger Consideration (as defined in the Merger Agreement) payable over that set forth in the Merger Agreement in effect on the date hereof, the Family Stockholders hereby agree that they will not be entitled to receive, and shall waive any right to receive, 50% of any such additional Merger Consideration that would otherwise have been received by the Family Stockholders, and that the full amount of any such additional Merger Consideration shall be payable by Riverwood only with respect to shares of the Common Stock held by Persons other than the Family Stockholders. (d) For purposes of this Section 4.8, the Fair Market Value of any non-cash consideration consisting of: (i) securities listed on a national securities exchange or traded on the NASDAQ/NMS shall be equal to the average closing price per share of such security as reported on such exchange or the NASDAQ/NMS for the ten trading days prior to the date of determination; and (ii) consideration which is other than cash or securities of the form specified in clause (i) of this Section 4.8(d) shall be determined by a nationally recognized independent investment banking firm mutually agreed upon by the parties within 10 business days of the event requiring selection of such banking firm; provided, however, that if the parties are unable to agree within two business days after the date of such event as to the investment banking firm, then the parties shall each select one firm, and those firms shall select a third investment banking firm, which third firm shall make such determination; provided further, that the fees and expenses of such investment banking firm shall be borne equally by Riverwood, on the one hand, and the Family Stockholders, on the other hand. The determination of the investment banking firm shall be binding upon the partiesStock Purchase Agreements (defined below). (e) Any payment of profit under this Section 4.8 shall (i) if paid in cash, be paid by wire transfer of same day funds to an account designated by Riverwood and (ii) if paid through transfer of freely tradeable securities, be paid through delivery of such securities, suitably endorsed for transfer.

Additional Consideration. In addition to the Closing Date Consideration to be delivered at Closing, the Buyer shall deliver (aor cause the Parent to deliver, if appropriate) In the event that following Additional Consideration (herein so called) to the Merger Agreement shall have been terminated under circumstances where Riverwood is entitled to receive Seller at the Termination Fee (as defined in times and in accordance with the Merger Agreement), each Family Stockholder shall pay to Riverwood, on demand, an amount equal to such Family Stockholder’s pro rata share (based on the number of subject shares held by such stockholder on the date hereof, treating the Series B Preferred Stock on an as converted basis) of (i) 75% upon satisfaction of the first $20 million of all Profit (as defined in Section 4.8(b)) earned by the Family Stockholders, collectively, and (ii) 50% of the next $40 million of all Profit earned by the Family Stockholders, collectively, in each case from the consummation of any Business Combination (as defined in the Merger Agreement) that is consummated within two years of such termination. (b) For purposes of this Section 4.8, the “Profit” of the Family Stockholders, collectively, from any Business Combination shall equal (i) the aggregate consideration received by the Family Stockholders pursuant to such Business Combination, valuing any non-cash consideration (including any residual interest in the Company) at its Fair Market Value on the date of the consummation of the Business Combination plus (ii) the Fair Market Value, determined as of the date of disposition, of all Subject Shares of the Family Stockholders disposed of after the termination of the Merger Agreement and prior to the date of the consummation of the Business Combination minus (iii) the Fair Market Value of all Subject Shares of the Family Stockholders, determined as of (x) the day immediately prior to date of the Merger Agreement or (y) the day immediately prior to the date that the Company first receives notice of or otherwise becomes aware of an Acquisition Proposal (as defined in the Merger Agreement), whichever date of determination yields a lower Fair Market Value. (c) In the event that (i) prior to the Effective Time, a Superior Proposal shall have been made and (ii) the Effective Time of the Merger shall have occurred and Riverwood for any reason shall have increased the amount of the Merger Consideration (as defined in the Merger Agreement) payable over that conditions set forth in the Merger Agreement in effect on the date hereof, the Family Stockholders hereby agree that they will not be entitled to receive, and shall waive any right to receive, 50% of any such additional Merger Consideration that would otherwise have been received by the Family Stockholders, and that the full amount of any such additional Merger Consideration shall be payable by Riverwood only with respect to shares of the Common Stock held by Persons other than the Family Stockholders. (d) For purposes of this Section 4.8, the Fair Market Value of any non-cash consideration consisting ofbelow: (i) securities listed on If the Buyer drills and tests either of the HKE-1 bis Well or the GRB-1 Well and either of the HKE-1 bis Well or the GRB-1 Well meets the criteria set forth in the Commercial Success – Morocco (a national securities exchange or traded on “Morocco Success”), then the NASDAQ/NMS Seller shall be equal have earned, and the Buyer shall cause the Parent to issue to the Seller as soon as reasonably practicable thereafter, shares of Parent Common Stock having a value of Six Million U.S. Dollars (USD $6,000,000) (the number of shares to be issued to be calculated by dividing $6,000,000 by the volume weighted average closing price per share of such security as reported the Parent Common Stock on such exchange or the NASDAQ/NMS NYSE Amex Stock Exchange for the ten (10) trading days prior to the last day the 72-hour deliverability test made as part of the definition of Commercial Success-Morocco for the first of either the HKE-1 bis Well or the GRB-1 Well to so qualify is finished), which shares will be subject to the terms and conditions of the Registration Rights Agreement for a period of six (6) months after the issuance thereof pursuant to this Section 2(c)(i). Buyer shall provide Seller at least five (5) business days’ prior notice before conducting such deliverability test and allow Seller to have a representative present at such test and/or review the results of such test. (ii) In the event the Deventci-R2 Well meets the criteria to be a Commercial Success – Bulgaria (a “Bulgaria Success”), then the Seller shall have earned, and the Buyer shall be obligated to cause the Parent to issue to the Seller, shares of Parent Common Stock having a value of Ten Million U.S. Dollars (USD $10,000,000), with such shares to be issued by the Parent as soon as reasonably practicable following the earlier to occur of (A) the Buyer executing a multi-year gas sales contract for the sale of all or substantially all of the gas produced by such well (with such gas sales contract to be in form and substance satisfactory to the Buyer) or (B) the date the Deventci-R2 Well is connected to the Bulgartransgas pipeline or any other pipeline with significant deliverability. The number of shares to be issued is to be calculated by dividing $10,000,000 by the volume weighted average price per share of the Parent Common Stock on the NYSE Amex Stock Exchange for the ten (10) trading days prior to the last day the 72-hour deliverability test made as part of the definition of Commercial Success – Bulgaria for the Deventci-R2 Well to so qualify is finished, which shares will be subject to the terms and conditions of the Registration Rights Agreement for a period of six (6) months after the issuance thereof pursuant to this Section 2(c)(ii). Buyer shall provide Seller at least five (5) business days’ prior notice before conducting any deliverability test necessary to determine a Bulgaria Success and allow Seller to have a representative present at such test and/or review the results of such test. (iii) Within fifteen (15) days of issuance to Direct Bulgaria of a production concession for the Etropole Shale discovery in Bulgaria which concession covers not less than an aggregate of 300,000 acres (a “Shale Success”), then the Seller shall have earned, and the Buyer shall cause the Parent to issue to the Seller as soon as reasonably practicable thereafter, shares of Parent Common Stock having a value of Ten Million U.S. Dollars (USD $10,000,000) (the number of shares to be issued to be calculated by dividing $10,000,000 by the volume weighted average price per share of the Parent Common Stock on the NYSE Amex Stock Exchange for the ten (10) trading days prior to the date of determination; and (ii) consideration such production concession is granted to the Buyer), which is other than cash or securities shares will be subject to the terms and conditions of the form specified in clause Registration Rights Agreement for a period of six (i6) of months after the issuance thereof pursuant to this Section 4.8(d2(c)(iii). Notwithstanding the foregoing, the Buyer and the Seller hereby agree that (A) shall be determined by a nationally recognized independent investment banking firm mutually agreed upon by the parties within 10 business days production concession for the Etropole Shale discovery referenced in the foregoing definition of Shale Success is separate and different from the production concession for the Koynare area for which Direct Bulgaria has already submitted an application as of the event requiring selection Execution Date; and (B) to the extent as a result of such banking firm; provided, however, that if application a production concession for the parties are unable Koynare area has been granted to agree within two business days after Direct Bulgaria at the date time of such event as to the investment banking firmdetermination whether a Shale Success has been achieved, then the parties minimum 300,000 acre requirement referenced in the definition of Shale Success shall each select one firm, and those firms shall select a third investment banking firm, which third firm shall make such determination; provided further, that be reduced by the fees and expenses lesser of (x) 100,000 acres or (y) the amount of the acreage covered by the Koynare production concession granted to Direct Bulgaria as of such investment banking firm shall be borne equally by Riverwood, on the one hand, and the Family Stockholders, on the other hand. The determination of the investment banking firm shall be binding upon the partiesdate. (e) Any payment of profit under this Section 4.8 shall (i) if paid in cash, be paid by wire transfer of same day funds to an account designated by Riverwood and (ii) if paid through transfer of freely tradeable securities, be paid through delivery of such securities, suitably endorsed for transfer.

Additional Consideration. (a) If, during the Initial Earn-Out Period, the Buyer achieves Bookings of at least $1,500,000, then, subject to the provisions of this Section 1.13, the holder of each Company Share issued and outstanding immediately prior to the Effective Time (other than Company Shares owned beneficially by the Buyer or the Transitory Subsidiary, Dissenting Shares and Company Shares held in the Company’s treasury) shall be entitled to receive such number of additional shares of Buyer Common Stock as is equal to the result obtained by dividing (i) $3,000,000 by (ii) the sum of (A) the number of outstanding Company Shares immediately prior to the Effective Time and (B) the number of Common Shares issuable upon exercise of all Options and Warrants vested or exercisable, as the case may be, immediately prior to the Effective Time, but excluding the Common Shares issuable due to the acceleration of the Retained Employee Double Trigger Options pursuant to Section 4.12, and dividing such amount by (iii) the average of the last reported sale prices per share of the Buyer Common Stock on the Nasdaq National Market over the ten (10) consecutive trading days ending on the trading day that is one (1) trading day prior to the issuance of such Buyer Common Stock (the “Initial Earn-out Share Conversion Ratio”). The Initial Earn-out Share Conversion Ratio shall be subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or similar event affecting the Buyer Common Stock between the beginning of such ten-day period and the issuance date. (b) If, during the Second Earn-Out Period, the Buyer achieves Bookings of at least $2,000,000, then, subject to the provisions of this Section 1.13, the holder of each Company Share issued and outstanding immediately prior to the Effective Time (other than Company Shares owned beneficially by the Buyer or the Transitory Subsidiary, Dissenting Shares and Company Shares held in the Company’s treasury) shall be entitled to receive such number of additional shares of Buyer Common Stock as is equal to the result obtained by dividing (i) $1,500,000 by (ii) the sum of (A) the number of outstanding Company Shares immediately prior to the Effective Time and (B) the number of Common Shares issuable upon exercise of all Options and Warrants vested or exercisable, as the case may be, immediately prior to the Effective Time, but excluding the Common Shares issuable due to the acceleration of the Retained Employee Double Trigger Options pursuant to Section 4.12, and dividing such amount by (iii) the average of the last reported sale prices per share of the Buyer Common Stock on the Nasdaq National Market over the ten (10) consecutive trading days ending on the trading day that is one (1) trading day prior to the issuance of such Buyer Common Stock (the “Second Earn-out Share Conversion Ratio”). The Second Earn-out Share Conversion Ratio shall be subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or similar event affecting the Buyer Common Stock between the beginning of such ten-day period and the issuance date. (c) If, during the Full Earn-Out Period, the Buyer achieves Bookings of at least $7,000,000, then, subject to the provisions of this Section 1.13, the holder of each Company Share issued and outstanding immediately prior to the Effective Time (other than Company Shares owned beneficially by the Buyer or the Transitory Subsidiary, Dissenting Shares and Company Shares held in the Company’s treasury) shall be entitled to receive such number of additional shares of Buyer Common Stock as is equal to the result obtained by dividing (i) the Applicable Consideration Amount by (ii) the sum of (A) the number of outstanding Company Shares immediately prior to the Effective Time and (B) the number of Common Shares issuable upon exercise of all Options and Warrants vested or exercisable, as the case may be, immediately prior to the Effective Time, but excluding the Common Shares issuable due to the acceleration of the Retained Employee Double Trigger Options pursuant to Section 4.12, and dividing such amount by (iii) the average of the last reported sale prices per share of the Buyer Common Stock on the Nasdaq National Market over the ten (10) consecutive trading days ending on the trading day that is one (1) trading day prior to the issuance of such Buyer Common Stock (the “Full Earn-out Share Conversion Ratio”). The Full Earn-out Share Conversion Ratio shall be subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or similar event affecting the Buyer Common Stock between the beginning of such ten-day period and the issuance date. (d) No later than (i) April 15, 2004 with respect to the Initial Earn-out Period, (ii) July 15, 2004 with respect to the Second Earn-out Period and (iii) April 15, 2005 with respect to the Full Earn-out Period, Buyer shall prepare (or cause to be prepared) and deliver to the Indemnification Representatives, a calculation of the Bookings for the Initial Earn-out Period, the Second Earn-out Period and the Full Earn-out Period, as the case may be, and a statement of the total number, if any, of the Initial Earn-out Shares, Second Earn-out Shares and the Full Earn-out Shares, as the case may be, issuable based on such Bookings, together with any documentation as may be reasonably necessary to enable the Indemnification Representatives to assess such calculation. After receipt from the Buyer of the calculation of the Bookings for each of the Initial Earn-out Period, the Second Earn-out Period and the Full Earn-out Period, as applicable, the Indemnification Representatives shall have the right, at the expense of the Company Stockholders, and upon not less than ten (10) days’ prior notice to the Buyer, to meet with the Buyer to discuss the Buyer’s calculation and have reasonable access during normal business hours to inspect the records and working papers relating to the calculation of such Bookings and in each case solely for the purpose of verifying the calculation of the Bookings hereunder. Unless the Indemnification Representatives challenge the Buyer’s determination of the Bookings within ten (10) days after delivery of the calculation of the Bookings for each of the Initial Earn-out Period, the Second Earn-out Period and the Full Earn-out Period, as applicable, the Buyer’s determination shall be conclusive and binding for all purposes of this Agreement. (e) In the event that the Merger Agreement Indemnification Representatives dispute the Buyer’s determination of the Bookings for the Initial Earn-out Period, the Second Earn-out Period or the Full Earn-out Period, as applicable, or there is a dispute with regard to any other provision of this Section 1.13, the Indemnification Representatives shall have been terminated under circumstances where Riverwood is entitled so notify the Buyer by delivering an Earn-Out Dispute Notice to receive the Termination Fee Buyer. With respect to disputes regarding the Buyer’s determination of the Bookings, the Indemnification Representatives shall deliver the Earn-Out Dispute Notice within ten (10) days after delivery by the Buyer of the Bookings calculation for the Initial Earn-out Period, the Second Earn-out Period or the Full Earn-out Period, as defined in applicable. In the event of such a dispute, the Buyer and the Indemnification Representatives shall first use diligent good faith efforts to resolve such dispute among themselves. If they are unable to resolve the dispute within thirty (30) days after the delivery of such Earn-Out Dispute Notice, then the dispute shall be submitted to the Earn-Out Arbitrator for determination in accordance with the Merger Agreement), each Family Stockholder shall pay Commercial Rules in effect from time to Riverwood, on demand, an amount equal to such Family Stockholder’s pro rata share (based on time and the number of subject shares held by such stockholder on the date hereof, treating the Series B Preferred Stock on an as converted basis) of following provisions. (i) 75% In the event of any conflict between the first $20 million Commercial Rules in effect from time to time and the provisions of all Profit (as defined in Section 4.8(b)) earned by this Agreement, the Family Stockholders, collectively, provisions of this Agreement shall prevail and be controlling. (ii) 50% Not later than thirty (30) days after the conclusion of the next $40 million of all Profit earned arbitration hearing, the Earn-out Arbitrator shall prepare and distribute to the parties a writing setting forth the Bookings for the applicable period and the Earn-out Arbitrator’s reasons therefor. Any decision rendered by the Family StockholdersEarn-out Arbitrator shall be final, collectivelyconclusive and binding upon the parties, and judgment thereon may be entered and enforced in each case from any court of competent jurisdiction (subject to Section 10.11). (iii) The Earn-out Arbitrator shall have no power or authority, under the consummation Commercial Rules or otherwise, to (x) modify or disregard any provision of this Agreement, including the provisions of this Section 1.13(e), or (y) address or resolve any Business Combination issue not submitted by the parties. (as defined iv) The fees and expenses of the Earn-Out Arbitrator in connection with the Merger Agreementresolutions of disputes pursuant to this paragraph (e) shall be shared equally by the Company Stockholders on the one hand and the Buyer on the other, provided that, if the Earn-Out Arbitrator determines that one party has adopted a position(s) that is consummated within two years frivolous or clearly without merit, the Earn-Out Arbitrator may, in its discretion, assign a greater portion of such terminationfees and expenses to such party. (bf) For purposes In order to support and facilitate the attainment of Bookings, the Buyer agrees, through the term of the Full Earn-out Period, to maintain four (4) fully dedicated sales personnel (provided, however that through March 31, 2004 the Buyer shall maintain five (5) fully dedicated sales personnel) and that 16 of the Buyer’s other sales personnel will be trained, at least once a calendar quarter, to sell the Products and Services. All of the Buyer’s sales personnel shall be compensated on the same basis for the sale of the Products and Services as such personnel are compensated for the sale of the Buyer’s other products and services. Buyer agrees that the price for the sale by the Buyer or any of its Affiliates of any single node of the Products and Services shall be at a price of at least $1,000. All sales of Products and Services for more than a single node shall be sold with discounts off of list price that are consistent with the discounts off of list price offered by the Buyer in the sales of its other similar products and services. Buyer shall offer the Products and Services to potential partners for redistribution at substantially similar pricing discounts as it offers its other similar products to these partners. In the event Buyer is in material breach of any of the covenants set forth in this Section 4.81.13(f) and does not cure such breach within thirty (30) days after notice from the Indemnification Representatives, the “Profit” Buyer shall issue to the Company Stockholders all of the Family Stockholders, collectively, from any Business Combination shall equal (i) the aggregate consideration received by the Family Stockholders pursuant Earn-Out Shares issuable with respect to such Business Combination, valuing any nonthose Earn-cash consideration (including any residual interest in the Company) at its Fair Market Value on the date of the consummation of the Business Combination plus (ii) the Fair Market Value, determined out Periods that have not expired as of the date of disposition, of all Subject Shares of the Family Stockholders disposed of after the termination of the Merger Agreement and prior to the date of the consummation of the Business Combination minus (iii) the Fair Market Value of all Subject Shares of the Family Stockholders, determined as of (x) the day immediately prior to date of the Merger Agreement or (y) the day immediately prior to the date that the Company first receives notice of or otherwise becomes aware of an Acquisition Proposal (as defined in the Merger Agreement), whichever date of determination yields a lower Fair Market Valuesuch material breach. (cg) In Except as provided in Section 1.13(f) above, the event Company agrees and acknowledges that the Buyer may make from time to time such business decisions as it deems appropriate in the conduct of the Buyer’s business, including actions that may have an impact on Bookings, and the Company Stockholders will have no right to claim any lost earn-out or other damages as a result of such decisions so long as the actions were not taken by the Buyer in bad faith for the principal purpose of frustrating provisions of this Section. (h) The applicable Earn-out Shares shall be issued within five (5) days after (i) prior to the Effective Timeexpiration of the ten (10) day period for giving an Earn-out Dispute Notice, a Superior Proposal shall have been made and if no Earn-out Dispute Notice is given, or (ii) the Effective Time resolution of the Merger applicable Earn-out Dispute pursuant to this Section 1.13. (i) No certificates or scrip representing fractional Earn-out Shares shall have occurred be issued to Company Stockholders, and Riverwood for any reason such Company Stockholders shall have increased the amount of the Merger Consideration (as defined in the Merger Agreement) payable over that set forth in the Merger Agreement in effect on the date hereof, the Family Stockholders hereby agree that they will not be entitled to receiveany voting rights, and shall waive rights to receive any right to receive, 50% dividends or distributions or other rights as a stockholder of any such additional Merger Consideration that would otherwise have been received by the Family Stockholders, and that the full amount of any such additional Merger Consideration shall be payable by Riverwood only Buyer with respect to shares of the Common Stock held by Persons other than the Family any fractional Earn-out Shares that would have otherwise been issued to such Company Stockholders. (d) For purposes of this Section 4.8, the Fair Market Value . In lieu of any nonfractional Earn-out Shares that would have otherwise been issued, each Company Stockholder that would have been entitled to receive a fractional Earn-out Share shall receive a cash consideration consisting of: (i) securities listed on a national securities exchange or traded on the NASDAQ/NMS shall be payment equal to the average closing price per share of such security the Buyer Common Stock on the Nasdaq National Market, as reported by Nasdaq, on the business day immediately preceding the issuance of such exchange or Earn-out Share, multiplied by the NASDAQ/NMS for fraction of a share that such Company Stockholder would otherwise be entitled to receive. In the ten trading days event the Buyer is acquired prior to the date of determination; and (ii) consideration which is other than cash or securities expiration of the form specified in clause (i) of this Section 4.8(d) shall be determined by a nationally recognized independent investment banking firm mutually agreed upon by the parties within 10 business days of the event requiring selection of such banking firm; providedFull Earn-out Period, however, that if the parties are unable to agree within two business days then after the date of any such event as to the investment banking firmacquisition, then the parties shall each select one firm, and those firms shall select a third investment banking firm, which third firm shall make such determination; provided further, that the fees and expenses in lieu of such investment banking firm shall be borne equally by Riverwood, on the one hand, and the Family Stockholders, on the other hand. The determination receiving shares of the investment banking firm shall be binding upon the parties. (e) Any payment of profit Buyer Common Stock under this Section 4.8 1.13, the Company Stockholders shall (i) if paid in cashbe entitled to receive as consideration, be paid by wire transfer to the extent Earn-Out Shares are earned hereunder, the kind and amount of same day funds to an account designated by Riverwood and (ii) if paid through transfer of freely tradeable securities, cash or other property which the Company Stockholders would have been entitled to receive pursuant to such acquisition if such Earn-out Shares had been issued immediately prior to such acquisition, which consideration, in the case of securities, shall be paid through delivery subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or similar event affecting such securities between the date of such securities, suitably endorsed for transferacquisition and the issuance date.

Additional Consideration. (a) In Except as otherwise provided below, at the event that the Merger Agreement shall have been terminated under circumstances where Riverwood is time of an IPO or Sale of Purchaser, Xxxxxxx will be entitled to receive Purchaser Shares, or, at the Termination Fee (as defined option of Purchaser the equivalent in and cash, in accordance with the Merger Agreement), each Family Stockholder shall pay to Riverwood, on demand, an amount equal to such Family Stockholder’s pro rata share computed by multiplying 3% (based on or, if the number IPO or Sale of subject shares held by such stockholder on Purchaser does not occur before 24 months after the date hereofof Closing, treating 6%) by the Series B Preferred Stock on an as converted basis) product of (i) 75% of the first $20 million of all Profit ([*] as defined in Section 4.8(b)) earned by the Family Stockholders, collectively, computed below and (ii) 50% [*] twelve-month period ending with the final day of the next $40 million calendar quarter immediately prior to such IPO or Sale of all Profit earned Purchaser. If the Sale of Purchaser is a Sale of the Stock of Purchaser and Purchaser has not opted to pay Xxxxxxx such Additional Consideration in cash as provided hereinabove at Xxxxxxx' option such Additional Consideration shall be received in cash or a mixture of cash and Purchaser Shares, in the same proportions as that received by the Family Stockholders, collectively, in each case from the consummation other current stockholders of any Business Combination (as defined in the Merger Agreement) that is consummated within two years of such termination. (b) Purchaser. For purposes of this Section 4.8Paragraph A, the “Profit” [*] shall be computed by [*] the value of the Family Stockholders, collectively, from any Business Combination shall equal (i) the aggregate consideration received by the Family Stockholders pursuant to such Business Combination, valuing any non-cash consideration (including any residual interest [*] in the Company) at its Fair Market Value on the date IPO or Sale of the consummation of the Business Combination plus (ii) the Fair Market Value, determined as of the date of disposition, of all Subject Shares of the Family Stockholders disposed of Purchaser [*] after the termination of the Merger Agreement and prior to the date of the consummation of the Business Combination minus (iii) the Fair Market Value of all Subject Shares of the Family Stockholders, determined as of (x) the day immediately prior to date of the Merger Agreement IPO or (y) the day immediately prior to the date that Sale [*] twelve month period ending with the Company first receives notice final day of the quarter immediately prior to such IPO or otherwise becomes aware Sale of Purchaser. If, and only if, an Acquisition Proposal (as defined IPO occurs within 15 months of the Closing AND Xxxxxxx has so elected in the Merger Agreement), whichever date of determination yields a lower Fair Market Value. (c) In the event that (i) writing prior to the Effective TimeClosing (a "Special Election"), a Superior Proposal Xxxxxxx shall have been made and (ii) receive the Effective Time of the Merger shall have occurred and Riverwood for any reason shall have increased the amount of the Merger Additional Consideration (as defined in the Merger Agreement) payable over that set forth in the Merger Agreement in effect foregoing Paragraph A on the date hereof, the Family Stockholders hereby agree that they will not be entitled to receive, and shall waive any right to receive, 50% of any such additional Merger Consideration that would otherwise have been received by the Family Stockholders, and that the full amount of any such additional Merger Consideration shall be payable by Riverwood only with respect to shares of the Common Stock held by Persons other than the Family Stockholders. (d) For purposes of this Section 4.8, the Fair Market Value of any non-cash consideration consisting of: (i) securities listed on a national securities exchange or traded on the NASDAQ/NMS shall be equal to the average closing price per share of such security as reported on such exchange or the NASDAQ/NMS for the ten trading days prior to the date of determination; and (ii) consideration which is other than cash or securities of the form specified in clause (i) of this Section 4.8(d) shall be determined by a nationally recognized independent investment banking firm mutually agreed upon by the parties within 10 business days of the event requiring selection of such banking firm; provided, however, that if the parties are unable to agree within two business days occurring 15 months after the date of such event as to Closing (and not at the investment banking firm, then the parties shall each select one firm, and those firms shall select a third investment banking firm, which third firm shall make such determination; provided further, that the fees and expenses of such investment banking firm shall be borne equally by Riverwood, on the one handIPO), and the Family Stockholders, above calculations shall be made as if the IPO had occurred on the other hand. The determination final day of the investment banking firm quarter immediately preceding such date, i.e., the [*] shall be binding upon calculated [*] the parties. (e) Any payment final day of profit under this Section 4.8 shall (i) if paid in cash, be paid by wire transfer the quarter immediately preceding the date 15 months after the [*] for the twelve-month period ending on such final day of same day funds to an account designated by Riverwood and (ii) if paid through transfer the quarter preceding the date 15 months after the [*]. By way of freely tradeable securities, be paid through delivery of such securities, suitably endorsed for transfer.example:

Additional Consideration. On the terms and subject to the ------------------------ conditions of this Section 1.9, within 20 business days after the determination of the Additional Consideration (the "Additional Consideration Payment Date"), the Purchaser shall pay or cause to be paid to the Seller additional consideration (the "Additional Consideration"), determined as follows: (a) In the event that the Merger Agreement shall have been terminated under circumstances where Riverwood is entitled to receive the Termination Fee (as defined in and in accordance with the Merger Agreement), each Family Stockholder shall pay to Riverwood, on demand, an amount equal to such Family Stockholder’s pro rata share (based on the number of subject shares held by such stockholder on the date hereof, treating the Series B Preferred Stock on an as converted basis) of (i) 75% of the first $20 million of all Profit (as defined in Section 4.8(b)) earned by the Family Stockholders, collectively, and (ii) 50% of the next $40 million of all Profit earned by the Family Stockholders, collectively, in each case from the consummation of any Business Combination (as defined in the Merger Agreement) that is consummated within two years of such termination. (b) For purposes of this Section 4.8, the “Profit” of the Family Stockholders, collectively, from any Business Combination shall equal (i) the aggregate consideration received by the Family Stockholders pursuant to such Business Combination, valuing any non-cash consideration (including any residual interest in the Company) at its Fair Market Value on the date of the consummation of the Business Combination plus (ii) the Fair Market Value, determined as of the date of disposition, of all Subject Shares of the Family Stockholders disposed of after the termination of the Merger Agreement and prior to the date of the consummation of the Business Combination minus (iii) the Fair Market Value of all Subject Shares of the Family Stockholders, determined as of (x) the day immediately prior to date of the Merger Agreement or (y) the day immediately prior to the date that the Company first receives notice of or otherwise becomes aware of an Acquisition Proposal (as defined in the Merger Agreement), whichever date of determination yields a lower Fair Market Value. (c) In the event that (i) prior to the Effective Time, a Superior Proposal shall have been made and (ii) the Effective Time of the Merger shall have occurred and Riverwood for any reason shall have increased the The amount of the Merger Additional Consideration (as defined in payable by the Merger Agreement) payable over that set forth in Purchaser to the Merger Agreement in effect Seller on the date hereof, the Family Stockholders hereby agree that they will not be entitled to receive, Additional Consideration Payment Date consists of two components and shall waive any right to receive, 50% of any such additional Merger Consideration that would otherwise have been received by the Family Stockholders, and that the full amount of any such additional Merger Consideration shall be payable by Riverwood only with respect to shares of the Common Stock held by Persons other than the Family Stockholders. (d) For purposes of this Section 4.8, the Fair Market Value of any non-cash consideration consisting ofdetermined as follows: (i) securities listed on a national securities exchange If, and only if, any of Net Sales, Restaurant EBITDA, Total EBITDA or traded on Number of Business Units for the NASDAQ/NMS Earn-Out Period exceeds the Minimum Criteria as set forth in the Additional Consideration Table, then the Purchaser shall be equal pay to the average closing price per share Sellers the amount of such security as reported on such exchange or Additional Consideration set forth in the NASDAQ/NMS for Additional Consideration Table, which amounts in the ten trading days prior to the date of determination; andaggregate, shall not exceed $3,100,000. (ii) consideration which If, and only if, each of Net Sales, Restaurant EBITDA, and Total EBITDA for the Earn-Out Period exceeds the Full Target, as set forth in the Additional Consideration Table, and if the number of Business Units is other than cash or securities at least 18, then an additional amount shall be paid as follows: the Purchaser shall pay to the Seller (A) one-half (1/2) of the form specified first $2,000,000 in clause Excess Restaurant EBITDA, and (iB) one-third (1/3) of this Section 4.8(d) shall be determined by a nationally recognized independent investment banking firm mutually agreed upon by the parties within 10 business days of the event requiring selection of any Excess Restaurant EBITDA that is greater than such banking firminitial $2,000,000 Excess Restaurant EBITDA; provided, however, that if the Purchaser shall not be obligated to pay in excess of $5,000,000 under clause (B) of Section 1.5(a)(ii) of this Agreement. (b) Not later than May 1, 2003, the Purchaser shall compute the amount of Net Sales, Restaurant EBITDA, Total EBITDA and Number of Business Units for the Earn-Out Period, and the Purchaser shall provide to the Seller for its review and approval, the Purchaser's computations and working papers reflecting how such computations were made. If the Sellers have any objections to the computation of Net Sales, Restaurant EBITDA, Total EBITDA and Number of Business Units for the Earn-out Period, they will deliver detailed statements describing their objections to the Purchaser within 30 days after receiving the Purchaser's computations and working papers reflecting how such computations were made. The parties will use their reasonable efforts to resolve any such objections. If, however, the parties are unable to agree do not obtain final resolution of this matter within two business 30 days after the date Purchaser has received the statements of such event as to the investment banking firmobjections, then the parties shall each select one firm, submit the dispute for resolution in the manner and those firms shall select a third investment banking firm, which third firm shall make such determination; provided further, that bear the fees and expenses of such investment banking firm shall be borne equally by Riverwood, on the one hand, and the Family Stockholders, on the other handcosts thereof as described in Section 1.9(d). The Accountant's determination of the investment banking firm amount of Net Sales, Restaurant EBITDA, Total EBITDA and Number of Business Units for the Earn-Out Period shall be rendered by the Accountant in a writing setting forth in reasonable specificity the reasons for each conclusion reached in its decision. The Accountant's determination shall be binding upon all parties. The Purchaser and the partiesSellers shall use their best efforts to aid the Accountant in reaching a decision within 30 days from the date the dispute is tendered to the Accountant. In computing the EBITDA for purposes of this Section, the Purchaser shall make any adjustment required by the Intercompany Accounting procedures as described on the EBITDA Adjustment Guidelines, attached as Exhibit 26. (e) Any payment of profit under this Section 4.8 shall (i) if paid in cash, be paid by wire transfer of same day funds to an account designated by Riverwood and (ii) if paid through transfer of freely tradeable securities, be paid through delivery of such securities, suitably endorsed for transfer.

Additional Consideration. (ai) In the event that the Merger Agreement shall have been terminated under circumstances where Riverwood is entitled to receive the Termination Fee If a Trigger Event (as defined in and in accordance with the Merger Agreement)below) has occurred, each Family Stockholder shall severally pay to Riverwoodthe Purchaser, at the time and on demandthe terms described below, an amount equal to such Family Stockholder’s pro rata share (based on the number of subject shares held by such stockholder on the date hereof, treating the Series B Preferred Stock on an as converted basis) of (i) 75% of the first $20 million of all 's Third Party Acquisition Proposal Profit (as defined in Section 4.8(b)below) earned (as set out below) by such Stockholder from any Acquisition Proposal that is entered into or consummated within twelve months after the Family Stockholders, collectively, and Termination Date. A "Trigger Event" means (iix) 50% an event which causes the Purchase Agreement to become terminable pursuant to Section 10.1(a)(ii) or 10.1(a)(v) of the next $40 million Purchase Agreement (regardless of all Profit whether the Purchase Agreement is actually terminated) or (y) a breach by a Stockholder of its obligations pursuant to Section 1(a), 1(b), 2(a) or 2(b) of this Agreement. For purposes of Section 3(f)(i), the "Third Party Acquisition Proposal Profit" earned by the Family Stockholders, collectively, in each case a Stockholder from the consummation of any Business Combination (as defined in the Merger Agreement) that is consummated within two years of such termination. (b) For purposes of this Section 4.8, the “Profit” of the Family Stockholders, collectively, from any Business Combination Acquisition Proposal shall equal (ix) the aggregate total consideration received by the Family Stockholders such Stockholder for all Tendered Shares of such Stockholder disposed of by such Stockholder pursuant to such Business CombinationAcquisition Proposal, valuing any non-cash consideration (including any residual interest in the Company) at its Fair Market Value (as defined below) on the date of the consummation of the Business Combination Acquisition Proposal, minus the product of (A) $11.00 multiplied by (B) the number of Tendered Shares disposed of by such Stockholder pursuant to such Acquisition Proposal, plus (iiy) subject to Section 3(f)(v), the Fair Market Value, determined as of the date of disposition, of all Subject Tendered Shares of the Family Stockholders such Stockholder disposed of after the termination occurrence of a Trigger Event other than pursuant to such Acquisition Proposal (provided, that so long as such Stockholder participated in the Merger Agreement and Acquisition Proposal with respect to its Tendered Shares to the fullest extent permitted by the terms of such Acquisition Proposal, then only those Tendered Shares that were disposed of prior to the date later of twelve months following the Termination Date and four months following consummation of the Business Combination Acquisition Proposal shall be included in the calculation made pursuant to (y) above), minus the product of (iiiA) $11.00 multiplied by (B) the Fair Market Value number of all Subject Tendered Shares so disposed of by such Stockholder. Notwithstanding the Family Stockholdersforegoing, determined as for purposes of calculating the Third Party Acquisition Proposal Profit earned by a Stockholder, shares of Common Stock that are Transferred to (x) the day immediately prior to date of the Merger Agreement an Affiliate or (y) the day immediately prior to the date that the Company first receives notice of or otherwise becomes aware of an Acquisition Proposal Associate (as defined in the Merger AgreementExchange Act) of a Stockholder, (y) a trust or other entity for the economic benefit of an Affiliate or an Associate or (z) a charitable organization or entity shall not be deemed to be "disposed of" and the Third Party Acquisition Proposal Profit shall be calculated assuming such shares had been retained by the Stockholder and disposed of pursuant to the Acquisition Proposal; provided that, if the Transfer was permitted by and effected in accordance with Section 2(a), whichever date then the transferor Stockholder's obligation to pay any Third Party Acquisition Proposal Profit to Purchaser under this Section 3(f)(i) in respect of determination yields a lower Fair Market Value. (c) In the event that (i) prior to the Effective Time, a Superior Proposal such shares shall have been made and (ii) the Effective Time of the Merger shall have occurred and Riverwood for any reason shall have increased be reduced by the amount of the Merger Consideration (as defined in the Merger Agreement) payable over that set forth in the Merger Agreement in effect on the date hereof, the Family Stockholders hereby agree that they will not be entitled to receive, and shall waive any right to receive, 50% of any such additional Merger Consideration that would otherwise have been received Third Party Acquisition Proposal Profit paid by the Family Stockholders, and that the full amount of any such additional Merger Consideration shall be payable by Riverwood only with transferee to Purchaser in respect to shares of the Common Stock held by Persons other than the Family Stockholders. (d) For purposes of this Section 4.8, the Fair Market Value of any non-cash consideration consisting of: (i) securities listed on a national securities exchange or traded on the NASDAQ/NMS shall be equal to the average closing price per share of such security as reported on such exchange or the NASDAQ/NMS for the ten trading days prior to the date of determination; and (ii) consideration which is other than cash or securities of the form specified in clause (i) of this Section 4.8(d) shall be determined by a nationally recognized independent investment banking firm mutually agreed upon by the parties within 10 business days of the event requiring selection of such banking firm; provided, however, that if the parties are unable to agree within two business days after the date of such event as to the investment banking firm, then the parties shall each select one firm, and those firms shall select a third investment banking firm, which third firm shall make such determination; provided further, that the fees and expenses of such investment banking firm shall be borne equally by Riverwood, on the one hand, and the Family Stockholders, on the other hand. The determination of the investment banking firm shall be binding upon the partiesshares. (e) Any payment of profit under this Section 4.8 shall (i) if paid in cash, be paid by wire transfer of same day funds to an account designated by Riverwood and (ii) if paid through transfer of freely tradeable securities, be paid through delivery of such securities, suitably endorsed for transfer.

Additional Consideration. (a) In addition to the event that the Merger Agreement shall have been terminated under circumstances where Riverwood is entitled to receive the Termination Fee (as defined in and in accordance with the Merger Agreement), each Family Stockholder shall pay to Riverwood, on demandPurchase Price, an ------------------------ amount equal of up to such Family Stockholder’s pro rata share an additional twenty-five percent (based on 25%) of the number of subject shares held by such stockholder on the date hereof, treating the Series B Preferred Stock on an as converted basis) sum of (i) 75% of the first $20 million of all Profit (as defined in Section 4.8(b)) earned by the Family Stockholders, collectively, and (ii) 50% of the next $40 million of all Profit earned by the Family Stockholders, collectively, in each case from the consummation of any Business Combination (as defined in the Merger Agreement) that is consummated within two years of such termination. (b) For purposes of this Section 4.8, the “Profit” of the Family Stockholders, collectively, from any Business Combination shall equal (i) the aggregate consideration received by the Family Stockholders pursuant to such Business Combination, valuing any non-cash consideration (including any residual interest in the Company) at its Fair Market Value on the date of the consummation of the Business Combination Purchase Price plus (ii) the Fair Market Valueamount of the Debt as of the Closing Date shall be paid by the Buyer to the Sellers in proportion to their percentage interests in the Company as set forth on Schedule 2.3(a) hereto, determined pursuant to the sliding scale shown on the table below upon the satisfaction of the obligations set forth in the table below (the "Earned Amount"). The Buyer will determine whether all or any portion of the Earned Amount will be paid in the form of cash or Qualified Shares. The obligations which must be met prior to the payment of the Earned Amount shall be the satisfaction of five performance criteria, each of which will make up 20% of the Earned Amount. The determinations of percent payout for each category will be made as of the date which is twelve (12) months after the Closing Date (the "Earned Amount Date"). The five performance criteria are: (a) Retention of disposition, of all Subject Shares existing customers of the Family Stockholders disposed Company and the Subsidiary as provided in the table below, computed using the methodology set forth on Exhibit B; --------- (b) Conversion of after the termination existing resold local lines of the Merger Agreement Company and prior the Subsidiary to the date of the consummation of the Business Combination minus (iii) the Fair Market Value of all Subject Shares of the Family Stockholders, determined Choice One network as of (x) the day immediately prior to date of the Merger Agreement or (y) the day immediately prior to the date that the Company first receives notice of or otherwise becomes aware of an Acquisition Proposal (as defined provided in the Merger Agreement), whichever date of determination yields a lower Fair Market Value.table below; (c) In The sale by the Company and the Subsidiary on net facilities based lines, excluding total service resale lines, to existing customers of the Company and the Subsidiary which are sold, installed, and billing at the Earned Amount Date as provided in the table below; (d) The continuous employment of Xxxx Xxxxxx in the role of the regional Vice President for the New England region in accordance with the Employment Contract through the Earned Amount Date except in the event that (i) prior to the Effective Time, a Superior Proposal shall have been made and (ii) the Effective Time of the Merger shall have occurred and Riverwood for any reason shall have increased the amount termination of the Merger Consideration his employment by Choice One without "Cause" (as such term is defined in the Merger AgreementEmployment Contract) payable over that or in the event of his death; and (e) The continuous employment through the Earned Amount Date as provided in the table below of those management and other employees and consultants of the Company whose names are set forth on Exhibit C hereto (unless terminated by the Buyer without --------- cause). CATEGORY ------------------------------------------------------------------------------------------------------------------- Employees Retention Conversions/1/ New Lines/2/ Xxxxxx Departures ------------------------------------------------------------------------------------------------------------------- 100% *91.00% *1800 *2000 Stay 3 Completion 80% **91% but* **1800 but* **2000 but* Stay 4 of Percent 88.25% 1687 1875 Payout for 60% **88.25% but **1687 but* **1875 but* Stay 5 Each *85.50% 1575 1750 Category 40% **85.50% but **1575 but* **1750 but* Stay 6 *82.75% 1462 1625 20% **82.75% but **1462 but* **1625 but* Stay Not applicable *80.00% 1350 1500 Total of 25% 5% 5% 5% 5% 5% Earned Amount ------------------------------------------------------------------------------------------------------------------- * = greater than or equal to ** = less than Within twenty (20) days after the Earned Amount Date, the Buyer shall give a notice (the "Earned Amount Notice") to the Sellers, in reasonable detail, setting forth the calculation of the Earned Amount and stating the manner in which it intends to pay the Earned Amount. Within twenty (20) days after receiving the Earned Amount Notice, the Sellers shall deliver to the Buyer a statement (the "Objections to Earned Amount") describing their objections thereto and setting forth in reasonable detail each amount objected to, the amount proposed as an adjustment thereto and the basis for such adjustments. If the Sellers do not deliver the Objections to Earned Amount as provided above, they shall be deemed to have accepted the Earned Amount as set forth in the Merger Agreement in effect Earned Amount Notice, which shall be final and binding on them. If the date hereofSellers deliver the Objections to Earned Amount as provided above, the Family Stockholders hereby agree that they will not be entitled Buyer and the Sellers together shall use reasonable efforts to receive, and shall waive any right to receive, 50% of resolve any such additional Merger Consideration that would otherwise have been received by the Family Stockholdersobjections, and that the full amount of any such additional Merger Consideration shall be payable by Riverwood only with respect to shares of the Common Stock held by Persons other than the Family Stockholders. but if they do not reach a final resolution within twenty (d20) For purposes of this Section 4.8, the Fair Market Value of any non-cash consideration consisting of: (i) securities listed on a national securities exchange or traded on the NASDAQ/NMS shall be equal to the average closing price per share of such security as reported on such exchange or the NASDAQ/NMS for the ten trading days prior to the date of determination; and (ii) consideration which is other than cash or securities of the form specified in clause (i) of this Section 4.8(d) shall be determined by a nationally recognized independent investment banking firm mutually agreed upon by the parties within 10 business days of the event requiring selection of such banking firm; provided, however, that if the parties are unable to agree within two business days after the date of such event delivery of the Objections to Earned Amount as to all amounts in dispute, any remaining objections shall be resolved by arbitration in accordance with the investment banking firmrules then in effect of the American Arbitration Association by three arbitrators, then all of whom shall be certified public accountants with any of the "big five" public accounting firms which are not currently engaged by any of the parties shall each select one firmhereto, and those firms shall select a third investment banking firm, which third firm shall make appointed pursuant to such determination; provided further, that the fees and expenses of such investment banking firm rules. The arbitration shall be borne equally held in Boston, Massachusetts and shall involve a reasonable amount of discovery according to limits to be established by Riverwood, on the one hand, and the Family Stockholders, on the other handarbitrators. The determination of the investment banking firm such arbitrators shall be final and binding upon the parties. (e) Any payment __________________________ 1 If the aggregate number of profit under this Section 4.8 conversions plus new lines is 4,500 or more, then the entire Earned Amount with respect to "Conversions" and "New Lines" shall (i) if paid in cash, be paid by wire transfer of same day funds to an account designated by Riverwood and (ii) if paid through transfer of freely tradeable securities, be paid through delivery of such securities, suitably endorsed for transferdeemed earned.

Additional Consideration. (a) In As additional consideration for the event that the Merger Agreement shall have been terminated under circumstances where Riverwood is entitled covenant not to receive the Termination Fee compete described above, should NIKE terminate EMPLOYEE's employment without cause (as defined below) and elect to enforce the non-competition agreement, while the Restriction Period is in and in accordance with the Merger Agreement), each Family Stockholder effect NIKE shall pay to Riverwood, on demand, an amount EMPLOYEE a monthly payment equal to such Family Stockholder’s pro rata share one hundred percent (based on the number of subject shares held by such stockholder on the date hereof, treating the Series B Preferred Stock on an as converted basis100%) of (i) 75% of the first $20 million of all Profit (as defined in Section 4.8(b)) earned EMPLOYEE's last monthly base salary, less applicable tax withholdings. Except where prohibited by the Family Stockholderslaw, collectivelyif NIKE terminates EMPLOYEE for cause, no additional consideration will be owed to EMPLOYEE under this Agreement, and (ii) 50% of the next $40 million of all Profit earned by the Family Stockholders, collectively, in each case from the consummation of any Business Combination (as defined in the Merger Agreement) that is consummated within two years of such termination. (b) covenant not to compete will remain enforceable. For purposes of this Section 4.8Agreement only, the “Profit” of the Family Stockholders, collectively, from any Business Combination "cause" shall equal mean (i) the aggregate consideration received by the Family Stockholders pursuant to such Business Combination, valuing any non-cash consideration (including any residual interest in the Company) at its Fair Market Value on the date of the consummation of the Business Combination plus insubordination; (ii) the Fair Market Value, determined as acts of the date of disposition, of all Subject Shares of the Family Stockholders disposed of after the termination of the Merger Agreement and prior to the date of the consummation of the Business Combination minus dishonesty; (iii) involvement in illegal activities where such involvement in illegal activities violates NIKE policies, places NIKE at risk or has or could damage NIKE's reputation in the Fair Market Value community or any of all Subject Shares its related or subsidiary companies; (iv) violation of NIKE's anti-harassment or anti-discrimination policy; or (v) gross neglect of EMPLOYEE's duties or willful misconduct that, in either case, results in economic harm to NIKE or harm to NIKE's reputation. Nothing in this paragraph or Agreement alters the employment-at-will relationship between NIKE and EMPLOYEE. If EMPLOYEE voluntarily terminates employment and NIKE elects to enforce the non-competition agreement, while the Restriction Period is in effect NIKE shall pay EMPLOYEE a monthly payment equal to the greater of fifty percent (50%) of EMPLOYEE's last monthly base salary or the equivalent of one-twelfth (1/12) of fifty percent of the Family Stockholdersmedian family income for a four-person family in the state where EMPLOYEE resides, as determined as by the United States Census Bureau for the most recent year available at the time of (x) EMPLOYEE's termination, less applicable tax withholdings. The first payment to EMPLOYEE of additional consideration shall follow on the last business day immediately prior to date of the Merger Agreement or (y) month after NIKE's election to enforce the day immediately prior to non- competition agreement. Subsequent payments during the date that the Company first receives notice of or otherwise becomes aware of an Acquisition Proposal (as defined in the Merger Agreement), whichever date of determination yields a lower Fair Market Value. (c) In the event that (i) prior to the Effective Time, a Superior Proposal shall have been made and (ii) the Effective Time of the Merger shall have occurred and Riverwood for any reason shall have increased the amount of the Merger Consideration (as defined in the Merger Agreement) payable over that set forth in the Merger Agreement in effect on the date hereof, the Family Stockholders hereby agree that they will not be entitled to receive, and shall waive any right to receive, 50% of any such additional Merger Consideration that would otherwise have been received by the Family Stockholders, and that the full amount of any such additional Merger Consideration Restriction Period shall be payable by Riverwood only with respect to shares monthly on the last business day of the Common Stock held by Persons other than the Family Stockholdersmonth in accordance with NIKE's payroll practices. (d) For purposes of this Section 4.8, the Fair Market Value of any non-cash consideration consisting of: (i) securities listed on a national securities exchange or traded on the NASDAQ/NMS shall be equal to the average closing price per share of such security as reported on such exchange or the NASDAQ/NMS for the ten trading days prior to the date of determination; and (ii) consideration which is other than cash or securities of the form specified in clause (i) of this Section 4.8(d) shall be determined by a nationally recognized independent investment banking firm mutually agreed upon by the parties within 10 business days of the event requiring selection of such banking firm; provided, however, that if the parties are unable to agree within two business days after the date of such event as to the investment banking firm, then the parties shall each select one firm, and those firms shall select a third investment banking firm, which third firm shall make such determination; provided further, that the fees and expenses of such investment banking firm shall be borne equally by Riverwood, on the one hand, and the Family Stockholders, on the other hand. The determination of the investment banking firm shall be binding upon the parties. (e) Any payment of profit under this Section 4.8 shall (i) if paid in cash, be paid by wire transfer of same day funds to an account designated by Riverwood and (ii) if paid through transfer of freely tradeable securities, be paid through delivery of such securities, suitably endorsed for transfer.

Additional Consideration. In addition to the aggregate Purchase Price of $5,000,000 pursuant to the Agreement, the Buyer shall purchase from the Company, and the Company shall sell to the Buyer,an aggregate of up to 192,500 Units, in exchange for the Additional Consideration, which Additional Consideration shall be paid by the Buyer in installments of at least $100,000 on or before the thirtieth (a30th) calendar day following the date of the payment of the prior installment until the total Additional Consideration has been paid, with the first installment of the Additional Consideration to be paid on or before the thirtieth (30th) calendar day following the final payment of the aggregate Purchase Price in accordance with Section 2.4(e) of the Agreement (as amended in Amendment No. 3 to the Agreement). Following receipt by the Company of each payment of the Additional Consideration as set forth above, the Company shall issue and deliver to the Buyer, within five (5) days of such payment, certificates representing the pro rata portion paid for by such installment of the Series B Shares, the shares of the Company’s common stock and the warrants underlying the Units. In the event that the Merger Buyer shall fail to timely pay any installment of the Additional Consideration and does not notify the Company in writing at least five (5) days prior to such installment due date (upon which notice the Buyer shall be granted a 7-day extension), the Company may, from and after the expiration of any and all applicable cure periods, terminate the Agreement (as amended) and the same shall become null and void, provided however that Company shall, in any event, retain the portion of the Additional Consideration paid. If Buyer shall fail to timely pay any installment of the Additional Consideration, the Company shall have been terminated under circumstances where Riverwood is entitled no right to receive pursue any other remedy against Buyer except as set forth in this Section 1(a). As further inducement for the Termination Fee (as defined in Buyer to enter into this Amendment and in accordance with provide the Merger Agreement)Additional Consideration, each Family Stockholder shall pay the Company and Buyer agree that all outstanding warrants to Riverwood, on demand, an amount equal to such Family Stockholder’s pro rata share (based on purchase shares of Common Stock of the number of subject shares Company held by such stockholder on the date hereofBuyer and/or its members or assigns shall, treating the Series B Preferred Stock on an as converted basis) of (i) 75% of the first $20 million of all Profit (as defined in Section 4.8(b)) earned by the Family Stockholders, collectively, and (ii) 50% of the next $40 million of all Profit earned by the Family Stockholders, collectively, in each case from the consummation of any Business Combination (as defined in the Merger Agreement) that is consummated within two years of such termination. (b) For purposes of this Section 4.8, the “Profit” of the Family Stockholders, collectively, from any Business Combination shall equal (i) the aggregate consideration received by the Family Stockholders pursuant to such Business Combination, valuing any non-cash consideration (including any residual interest in the Company) at its Fair Market Value on the date of the consummation of the Business Combination plus (ii) the Fair Market Value, determined as of the date of dispositionthis Amendment, of all Subject Shares of the Family Stockholders disposed of after the termination of the Merger Agreement be amended and prior hereinafter shall be on terms identical to the date Cashless Warrants. Upon surrender of any outstanding warrant certificate or agreement by the consummation of the Business Combination minus (iii) the Fair Market Value of all Subject Shares of the Family Stockholders, determined as of (x) the day immediately prior to date of the Merger Agreement Buyer and/or its members or (y) the day immediately prior assigns to the date that Company, the Company first receives notice shall promptly cancel such warrant certificate and reissue a new warrant certificate for the same number of or otherwise becomes aware of an Acquisition Proposal (as defined in the Merger Agreement), whichever date of determination yields a lower Fair Market Value. (c) In the event that (i) prior warrants on terms identical to the Effective Time, a Superior Proposal shall have been made and (ii) the Effective Time of the Merger shall have occurred and Riverwood for any reason shall have increased the amount of the Merger Consideration (as defined in the Merger Agreement) payable over that set forth in the Merger Agreement in effect on the date hereof, the Family Stockholders hereby agree that they will not be entitled to receive, and shall waive any right to receive, 50% of any such additional Merger Consideration that would otherwise have been received by the Family Stockholders, and that the full amount of any such additional Merger Consideration shall be payable by Riverwood only with respect to shares of the Common Stock held by Persons other than the Family StockholdersCashless Warrants. (d) For purposes of this Section 4.8, the Fair Market Value of any non-cash consideration consisting of: (i) securities listed on a national securities exchange or traded on the NASDAQ/NMS shall be equal to the average closing price per share of such security as reported on such exchange or the NASDAQ/NMS for the ten trading days prior to the date of determination; and (ii) consideration which is other than cash or securities of the form specified in clause (i) of this Section 4.8(d) shall be determined by a nationally recognized independent investment banking firm mutually agreed upon by the parties within 10 business days of the event requiring selection of such banking firm; provided, however, that if the parties are unable to agree within two business days after the date of such event as to the investment banking firm, then the parties shall each select one firm, and those firms shall select a third investment banking firm, which third firm shall make such determination; provided further, that the fees and expenses of such investment banking firm shall be borne equally by Riverwood, on the one hand, and the Family Stockholders, on the other hand. The determination of the investment banking firm shall be binding upon the parties. (e) Any payment of profit under this Section 4.8 shall (i) if paid in cash, be paid by wire transfer of same day funds to an account designated by Riverwood and (ii) if paid through transfer of freely tradeable securities, be paid through delivery of such securities, suitably endorsed for transfer.

Additional Consideration. 6.1 The Buyer hereby covenants with the Partnership Seller that the Buyer shall pay (or shall procure that the relevant member of the Group shall pay on behalf of the Buyer) to the Partnership Seller a sum equal to the Relevant Amount by way of additional consideration for the Interest, if a Disposal occurs within 12 months of Completion or a legally binding agreement (whether conditional or unconditional) is entered into within 12 months of Completion with respect to a Disposal and such Disposal occurs thereafter (a "Relevant Disposal"). The provisions of this Clause 6.1 are subject to the remainder of this Clause 6. 6.2 The Buyer hereby covenants with the Partnership Seller that it shall ensure that: (a) In any Relevant Disposal shall be made by way of an agreement in writing, such agreement to provide for completion of such Relevant Disposal to take place, subject to the event satisfaction of any conditions, at a specified time and place on a specified date; and (b) in respect of any Relevant Disposal, the Buyer shall pay (or shall procure that the Merger Agreement shall have been terminated under circumstances where Riverwood is entitled to receive relevant member of the Termination Fee (as defined in and in accordance with the Merger Agreement), each Family Stockholder Group shall pay on behalf of the Buyer) to Riverwood, on demand, the Partnership Seller an amount equal to such Family Stockholder’s pro rata share (based on the number Relevant Amount within 10 Business Days of subject shares held by such stockholder on the date hereof, treating the Series B Preferred Stock on an as converted basis) later of (i) 75% receiving the consideration in respect of the first $20 million of all Profit (as defined in Section 4.8(b)) earned by the Family Stockholders, collectivelysuch Relevant Disposal, and (ii) 50% the Relevant Amount being agreed or determined in accordance with the remainder of this Clause 6. 6.3 The Buyer shall notify the Partnership Seller within 10 Business Days of it or any member of the next $40 million Group entering into a legally binding agreement in respect of any Relevant Disposal. 6.4 The Buyer shall give notice of its calculation of the Relevant Amount (or an explanation as to why no Relevant Amount is payable) (the "Disposal Statement") to the Partnership Seller within 10 Business Days of completion of a Relevant Disposal. 6.5 The Partnership Seller shall notify the Buyer whether or not it accepts the Disposal Statement within 10 Business Days of receiving it and, if it does not accept it, the items in the Disposal Statement which it disputes, the basis upon which it disputes such items and the adjustments which it believes should be made to the Disposal Statement together with supporting calculations. The Buyer shall, to the extent reasonably practicable and subject to the Partnership Seller entering into appropriate confidentiality undertakings, provide the Partnership Seller promptly with all Profit earned reasonably requested information and relevant documents as may be reasonably necessary to enable the Partnership Seller to make such assessment. 6.6 Where the Partnership Seller notifies the Buyer within the period specified in Clause 6.5 that it does not accept the Disposal Statement, the Partnership Seller and the Buyer shall attempt in good faith, to reach agreement in respect of the Disposal Statement and, if they are unable to do so within 10 Business Days following receipt by the Family StockholdersBuyer of the notice referred to in Clause 6.5, collectivelyany outstanding items of dispute (the "Disputed Items") shall be referred to the Reporting Accountants. 6.7 Where the Partnership Seller is satisfied with the Disposal Statement (either as originally submitted by the Buyer or after adjustments agreed between the Partnership Seller and the Buyer) or where the Partnership Seller fails to notify the Buyer of its non-acceptance of the Disposal Statement, the items which it disputes and the basis on which it disputes such items within the 10 Business Day period referred to in each case from Clause 6.5, then the consummation Disposal Statement (incorporating any agreed adjustments) shall be final and binding on the Buyer and the Partnership Seller. 6.8 Where any Disputed Items are referred to the Reporting Accountants under Clause 6.6, the Reporting Accountants shall be engaged by the Partnership Seller and the Buyer on the terms set out in this Clause 6 and otherwise on such terms as shall be agreed between the Partnership Seller, the Buyer and the Reporting Accountants. Subject to entering into appropriate confidentiality undertakings, the Buyer shall, to the extent reasonably practicable, procure that the Partnership Seller, its accountants and, if appointed, the Reporting Accountants be granted reasonable access, at reasonable times and on reasonable notice, to the books and records of the Buyer and the Group so far as they relate to the Relevant Disposal and any other information which may reasonably be required to enable them to agree and/or determine the Disposal Statement. The Partnership Seller, their accountants and the Reporting Accountants shall have the right to take copies of any documents that they reasonably require and shall, to the extent reasonably practicable, have access to the relevant personnel of the Buyer and the Group as they reasonably require in order to enable them to determine and/or agree the Disposal Statement. 6.9 The Reporting Accountants shall determine their own procedure, subject to the following: (a) the Partnership Seller, the Buyer and/or their respective accountants shall each promptly, (and in any event within 20 Business Combination Days of a relevant appointment) submit a written statement on the Disputed Items (as defined in together with relevant supporting documents) to the Merger Agreement) that is consummated within two years Reporting Accountants for determination and deliver a copy of such termination.written statement and supporting documents to the other parties; (b) For purposes following delivery of this Section 4.8their respective submissions, the “Profit” of Partnership Seller and the Family Stockholders, collectively, Buyer shall have the opportunity to comment once only (provided that nothing in this sub-clause shall prevent the parties from responding to any requests from the Reporting Accountants under Clause 6.8) on the other party's submissions by written comment delivered to the Reporting Accountants not later than 10 Business Combination shall equal (i) Days after the aggregate consideration received by written statement was first submitted to the Family Stockholders Reporting Accountants and copied to the other party pursuant to such Business Combination, valuing any non-cash consideration (including any residual interest in the Company) at its Fair Market Value on the date of the consummation of the Business Combination plus (ii) the Fair Market Value, determined as of the date of disposition, of all Subject Shares of the Family Stockholders disposed of after the termination of the Merger Agreement and prior to the date of the consummation of the Business Combination minus (iii) the Fair Market Value of all Subject Shares of the Family Stockholders, determined as of (x) the day immediately prior to date of the Merger Agreement or (y) the day immediately prior to the date that the Company first receives notice of or otherwise becomes aware of an Acquisition Proposal (as defined in the Merger AgreementClause 6.9(a), whichever date of determination yields a lower Fair Market Value.; (c) In the event that (i) prior to the Effective Time, a Superior Proposal shall have been made and (ii) the Effective Time of the Merger shall have occurred and Riverwood for any reason shall have increased the amount of the Merger Consideration (apart from procedural matters and/or as defined otherwise set out in the Merger this Agreement) payable over that set forth in the Merger Agreement in effect on the date hereof, the Family Stockholders hereby agree that they will not be entitled to receive, and Reporting Accountants shall waive any right to receive, 50% of any such additional Merger Consideration that would otherwise have been received by the Family Stockholders, and that the full amount of any such additional Merger Consideration shall be payable by Riverwood only with respect to shares of the Common Stock held by Persons other than the Family Stockholders. (d) For purposes of this Section 4.8, the Fair Market Value of any non-cash consideration consisting ofdetermine only: (i) securities listed on a national securities exchange or traded on whether any of the NASDAQ/NMS shall be equal arguments for an alteration to the average closing price per share of such security as reported on such exchange Disposal Statement put forward in the written statements submitted under Clause 6.9(a) solely with respect to Disputed Items, is correct in whole or the NASDAQ/NMS for the ten trading days prior to the date of determinationin part; and (ii) consideration which is other than cash or securities if so, what alterations should be made to the Disposal Statement in order to correct the relevant inaccuracy in it; (d) the Reporting Accountants shall make their determination pursuant to Clause 6.9(e) within 15 Business Days of the form specified expiry of the 10 Business Day period referred to in clause (iClause 6.9(b) of this Section 4.8(d) or as soon thereafter as is reasonably possible and such determination shall be determined by a nationally recognized independent investment banking firm mutually agreed upon in writing and shall be made available for collection by the parties within 10 business days Buyer and the Partnership Seller at the offices of the event requiring selection of such banking firm; provided, however, that if Reporting Accountants and shall (unless otherwise agreed by the parties are unable to agree within two business days after the date of such event as to the investment banking firm, then the parties shall each select one firm, and those firms shall select a third investment banking firm, which third firm shall make such determination; provided further, that the fees and expenses of such investment banking firm shall be borne equally by Riverwood, on the one hand, Buyer and the Family Stockholders, on the other hand. The determination of the investment banking firm shall be binding upon the parties.Partnership Seller) include reasons for each relevant determination; (e) the Reporting Accountants shall act as experts (and not as arbitrators) in making their determination and their determination of any matter falling within their jurisdiction shall be final and binding on the Buyer and the Partnership Seller save in the event of manifest error (when the relevant part of their determination shall be void and the matter shall be resubmitted to the Reporting Accountants by either party for correction as soon as reasonably practicable); (f) the Reporting Accountants shall not be entitled to determine the scope of their own jurisdiction; and (g) the charges and expenses (including VAT) of the Reporting Accountants shall be borne as they shall direct at the time they make any determination pursuant to Clause 6.9(e) or, failing such direction, equally between the Partnership Seller on the one hand and the Buyer on the other. 6.10 Any payment determination of profit the Reporting Accountants under Clause 6.9(e) above shall be deemed to be incorporated into the Disposal Statement which, as adjusted by the alterations so determined by the Reporting Accountants (if any), shall be final and binding on the Buyer and the Partnership Seller. 6.11 Nothing in this Section 4.8 Clause 6 shall (i) if paid entitle a party or the Reporting Accountants access to any information or document which is protected by legal professional privilege, or which has been prepared by the other party or its accountants and other professional advisers with a view to assessing the merits of any claim or argument, provided that a party shall not be entitled by reason of this Clause 6.11 to refuse to supply such part or parts of documents as contain only the facts on which the relevant claim or argument is based. 6.12 Each party shall, and shall procure that its accountants and other advisers shall, and shall instruct the Reporting Accountants to, keep all information and documents provided to them pursuant to this Clause 6 confidential and shall not use them for any purpose, except for disclosure or use in cashconnection with the preparation of the Disposal Statement, be paid by wire transfer the proceedings of same day funds the Reporting Accountants or any other matter arising out of this Agreement or in defending any claim or argument or alleged claim or argument relating to an account designated by Riverwood and (ii) if paid through transfer this Agreement or its subject matter. 6.13 The Buyer undertakes that neither it nor any member of freely tradeable securitiesthe Buyer's Group shall effect any transaction which is intended to or has the effect of avoiding the provisions and/or purpose of this Clause 6 or artificially reducing the Relevant Amount payable hereunder, be paid through delivery provided the foregoing shall not prevent a director of the Buyer or any member of the Buyer's Group from taking any action necessary to fulfil such securities, suitably endorsed for transferdirector's fiduciary duties owed to the Buyer or the relevant member of the Buyer's Group.