Common use of Additional Purchase Price Clause in Contracts

Additional Purchase Price. Purchaser shall pay to the Sellers an additional amount determined as follows: (i) Purchaser shall pay the Sellers in cash an aggregate amount (collectively, the “Earnout Payment”) equal to (i) the product of (x) 0.75 (the “Multiplier”) multiplied by (y) the Forward EBITDA plus (ii) the positive difference, if any, resulting from (x) the Forward EBITDA minus (y) the TTM Adjusted EBITDA, provided that if the Forward EBITDA is less than the TTM Adjusted EBITDA by $350,000 or more, the Multiplier shall be reduced from 0.75 to 0.5 and provided, further, if the Forward EBITDA exceeds the TTM Adjusted EBITDA by more than $350,000, then the Multiplier shall be increased from 0.75 to 1.0. No later than 45 days after the end of the Earnout Period, the Purchaser shall provide the Sellers with a detailed written calculation together with all supporting documentation that the Sellers may reasonably request, including but not limited to billing invoices, employee time records and salary records and Purchase Orders, of the Forward EBITDA for the Earnout Period (“Purchaser’s Earnout Calculation”). (ii) The Purchaser’ Earnout Calculation shall be prepared in consultation with the Purchaser’s independent auditors. Subject to Section 11.6, Purchaser shall pay to Sellers an aggregate amount of cash equal to the Earnout Payment set forth on Purchaser’s Earnout Calculation within the later of (A) 60 days of the delivery of Purchaser’s Earnout Calculation or (B) the resolution of any dispute related thereto pursuant to this Section 2.3(b). (iii) If either Active Shareholder objects to Purchaser’s Earnout Calculation, he shall deliver a written notice to Purchaser to such effect no later than 5:00 p.m. Eastern Time on the tenth (10th) day following delivery of Purchaser’s Earnout Calculation (such notice, an “Earnout Disagreement Notice”) accompanied by (A) supporting documents, work papers, and other data setting forth in reasonable detail the basis for such Active Shareholder’s disagreement with Purchaser’s Earnout Calculation and (B) a certificate signed by such Active Shareholder certifying that the Earnout Disagreement Notice was delivered in accordance with this Section 2.3(b). Failure of the Active Shareholders to deliver a Disagreement Notice by such date and time shall be deemed to constitute final and conclusive acceptance of all parties hereto of the Earnout Payment set forth in Purchaser’s Earnout Calculation for purposes of this Agreement (iv) If an Active Shareholder timely provides an Earnout Disagreement Notice, the Purchaser and Active Shareholders shall attempt to resolve such disagreement in good faith through discussions and negotiations for a period of at least thirty (30) days. Following the expiration of such thirty (30) day period, either Purchaser or either Active Shareholder may submit the matter to a mutually-agreeable accounting firm as designated arbitrator, for final resolution. The amount of the Earnout Payment determined by such arbitrator shall be final and binding on all parties hereto. (v) In connection with the Earnout Payment, at the Closing, Purchaser shall issue an aggregate of 2,000 shares of Series G Preferred Stock of Purchaser (the “Preferred Stock”) with terms and conditions as set forth in a Certificate of Designation (the “Certificate of Designation”) substantially in the form of Exhibit B hereto (such shares of Preferred Stock, the “Earnout Shares”). Sellers agree that that, as and when Purchaser makes any payment required by this Section 2.3(b), a number of Earnout Shares equal to (A) the amount of such payment divided by (B) $1,000 (with any resulting fractional shares calculated to the nearest three decimal places) shall be automatically cancelled without further action. In the event of any such cancellation, Sellers agree to promptly return any certificate(s) representing Earnout Shares to be marked as “cancelled” (and if less than all Earnout Shares were cancelled, reissuance for the balance of the Earnout Shares that remain outstanding). If the Earnout Payment, as finally determined, is less than $2,000,000, any outstanding Working Capital Shares shall be cancelled upon such final determination. In the event of any redemption of Earnout Shares, the amount of the Earnout Payment owed by Purchaser pursuant to this Agreement shall be reduced by the amount of such redemption. In the event of any conversion of Earnout Shares into shares of Purchaser’s Common Stock, the amount of the Earnout Payment owed by Purchaser pursuant to this Agreement shall be reduced by the fair market value of the shares into which such Earnout Shares were converted (with the fair market value deemed to be as the lowest closing trading price for the thirty days following conversion).

Additional Purchase Price. Purchaser As of the date of Amendment No. 3, Buyer has paid to Seller Two Hundred Seventy Thousand Dollars ($270,000) of the Additional Purchase Price. As a result Two Hundred Thirty Thousand Dollars ($230,000) (the "Remaining Additional Purchase Price") continues to be owed by Buyer. Buyer and Seller acknowledge and agree that the Remaining Additional Purchase Price shall be due in full, payable in cash by June 30, 2001 (the "Payment Date"), including interest which shall be payable monthly at the rate of ten percent (10%) per year. The first such monthly interest payment shall be due on September 1, 2000 with monthly interest payments thereafter due on the first day of each successive month through and including June 1, 2001. Each such monthly interest payment shall be in the amount of One Thousand Nine Hundred and Sixteen Dollars and Sixty-Seven Cents ($1916.67); provided, however, that such monthly interest payments shall be adjusted to reflect any prepayment of all or any portion of the Remaining Additional Purchase Price. Any such monthly interest payment not made when due shall accrue interest at the rate of ten percent (10%) per year. On the Payment Date, Buyer shall pay to Seller all interest accrued and owing since the Sellers an additional amount determined as follows: (i) Purchaser shall pay last monthly interest payment plus the Sellers in cash an aggregate amount (collectivelyRemaining Additional Purchase Price, the “Earnout Payment”) equal to (i) the product of (x) 0.75 (the “Multiplier”) multiplied by (y) the Forward EBITDA plus (ii) the positive difference, if any, resulting from (x) the Forward EBITDA minus (y) the TTM Adjusted EBITDA, provided that if the Forward EBITDA is less than the TTM Adjusted EBITDA by $350,000 or more, the Multiplier shall be reduced from 0.75 to 0.5 and provided, further, if the Forward EBITDA exceeds the TTM Adjusted EBITDA by more than $350,000, then the Multiplier shall be increased from 0.75 to 1.0. No later than 45 days after the end of the Earnout Period, the Purchaser shall provide the Sellers with a detailed written calculation together with all supporting documentation that the Sellers may reasonably request, including but not limited to billing invoices, employee time records and salary records and Purchase Orders, of the Forward EBITDA for the Earnout Period (“Purchaser’s Earnout Calculation”). (ii) The Purchaser’ Earnout Calculation shall be prepared in consultation with the Purchaser’s independent auditors. Subject to Section 11.6, Purchaser shall pay to Sellers an aggregate amount of cash equal to the Earnout Payment set forth on Purchaser’s Earnout Calculation within the later of (A) 60 days of the delivery of Purchaser’s Earnout Calculation or (B) the resolution of any dispute related thereto pursuant to this Section 2.3(b). (iii) If either Active Shareholder objects to Purchaser’s Earnout Calculation, he shall deliver a written notice to Purchaser to such effect no later than 5:00 p.m. Eastern Time on the tenth (10th) day following delivery of Purchaser’s Earnout Calculation (such notice, an “Earnout Disagreement Notice”) accompanied by (A) supporting documents, work papers, and other data setting forth in reasonable detail the basis for such Active Shareholder’s disagreement with Purchaser’s Earnout Calculation and (B) a certificate signed by such Active Shareholder certifying that the Earnout Disagreement Notice was delivered in accordance with this Section 2.3(b). Failure of the Active Shareholders to deliver a Disagreement Notice by such date and time shall be deemed to constitute final and conclusive acceptance of all parties hereto of the Earnout Payment set forth in Purchaser’s Earnout Calculation for purposes of this Agreement (iv) If an Active Shareholder timely provides an Earnout Disagreement Notice, the Purchaser and Active Shareholders shall attempt to resolve such disagreement in good faith through discussions and negotiations for a period of at least thirty (30) days. Following the expiration of such thirty (30) day period, either Purchaser or either Active Shareholder may submit the matter to a mutually-agreeable accounting firm as designated arbitrator, for final resolution. The amount of the Earnout Remaining Additional Purchase Price prepaid by Buyer prior to the Payment determined by such arbitrator shall be final and binding on all parties hereto. (v) In connection with the Earnout PaymentDate. The Parties further agree that Seller may, at its discretion, pay all or any part of the Closingoutstanding Remaining Additional Purchase Price, Purchaser including all interest which shall issue an aggregate of 2,000 shares of Series G Preferred Stock of Purchaser (the “Preferred Stock”) with terms and conditions as set forth in a Certificate of Designation (the “Certificate of Designation”) substantially in the form of Exhibit B hereto (such shares of Preferred Stock, the “Earnout Shares”). Sellers agree that that, as and when Purchaser makes any payment required by this Section 2.3(b), a number of Earnout Shares equal to (A) the amount of such payment divided by (B) $1,000 (with any resulting fractional shares calculated accrue prior to the nearest three decimal places) shall be automatically cancelled Payment Date, at any time without further action. In the event of any such cancellation, Sellers agree to promptly return any certificate(s) representing Earnout Shares to be marked as “cancelled” (and if less than all Earnout Shares were cancelled, reissuance for the balance of the Earnout Shares that remain outstanding). If the Earnout Payment, as finally determined, is less than $2,000,000, any outstanding Working Capital Shares shall be cancelled upon such final determination. In the event of any redemption of Earnout Shares, the amount of the Earnout Payment owed by Purchaser pursuant to this Agreement shall be reduced by the amount of such redemption. In the event of any conversion of Earnout Shares into shares of Purchaser’s Common Stock, the amount of the Earnout Payment owed by Purchaser pursuant to this Agreement shall be reduced by the fair market value of the shares into which such Earnout Shares were converted (with the fair market value deemed to be as the lowest closing trading price for the thirty days following conversion)penalty."

Additional Purchase Price. Purchaser shall pay Subject to the Sellers an additional amount determined as follows: terms and conditions of this Agreement (i) Purchaser shall pay the Sellers in cash an aggregate amount (collectivelyincluding, without limitation, Section 7.3), the Buyer shall deliver the Additional Purchase Price (as defined below) to the Quotaholders via wire transfer of immediately available funds to an account specified in writing by both of the Quotaholders. The “Earnout Payment”) Additional Purchase Price” shall be calculated on a calendar quarterly basis as an amount equal to (i) [CONFIDENTIAL TREATMENT REQUESTED] for each sunglass or goggle sales unit shipped by the product Company to the Company’s customers during the period commencing January 1, 2006 and ending December 31, 2007; provided, however, that the aggregate of (x) 0.75 (such amount over such period shall in no event be more than [CONFIDENTIAL TREATMENT REQUESTED]. Delivery of the “Multiplier”) multiplied by (y) the Forward EBITDA plus (ii) the positive difference, if any, resulting from (x) the Forward EBITDA minus (y) the TTM Adjusted EBITDA, provided that if the Forward EBITDA is less than the TTM Adjusted EBITDA by $350,000 or more, the Multiplier Additional Purchase Price shall be reduced from 0.75 to 0.5 and provided, further, if the Forward EBITDA exceeds the TTM Adjusted EBITDA by more than $350,000, then the Multiplier shall be increased from 0.75 to 1.0. No later than 45 days after the end of the Earnout Period, the Purchaser shall provide the Sellers with a detailed written calculation together with all supporting documentation that the Sellers may reasonably request, including but not limited to billing invoices, employee time records and salary records and Purchase Orders, of the Forward EBITDA for the Earnout Period (“Purchaser’s Earnout Calculation”). (ii) The Purchaser’ Earnout Calculation shall be prepared in consultation with the Purchaser’s independent auditors. Subject to Section 11.6, Purchaser shall pay to Sellers an aggregate amount of cash equal to the Earnout Payment set forth on Purchaser’s Earnout Calculation within the later of (A) 60 days of the delivery of Purchaser’s Earnout Calculation or (B) the resolution of any dispute related thereto pursuant to this Section 2.3(b). (iii) If either Active Shareholder objects to Purchaser’s Earnout Calculation, he shall deliver a written notice to Purchaser to such effect made no later than 5:00 p.m. Eastern Time on the tenth (10th) day following delivery of Purchaser’s Earnout Calculation (such notice, an “Earnout Disagreement Notice”) accompanied by (A) supporting documents, work papers, and other data setting forth in reasonable detail the basis for such Active Shareholder’s disagreement with Purchaser’s Earnout Calculation and (B) a certificate signed by such Active Shareholder certifying that the Earnout Disagreement Notice was delivered in accordance with this Section 2.3(b). Failure of the Active Shareholders to deliver a Disagreement Notice by such date and time shall be deemed to constitute final and conclusive acceptance of all parties hereto of the Earnout Payment set forth in Purchaser’s Earnout Calculation for purposes of this Agreement (iv) If an Active Shareholder timely provides an Earnout Disagreement Notice, the Purchaser and Active Shareholders shall attempt to resolve such disagreement in good faith through discussions and negotiations for a period of at least thirty (30) days. Following the expiration days after each preceding calendar quarter of such period (e.g., for January 1, 2006 through March 31, 2006, no later than April 30, 2006). At the Closing, the Buyer shall deposit [CONFIDENTIAL TREATMENT REQUESTED] into an escrow account established pursuant to the Escrow Agreement (as defined below). The “Escrow Agreement” shall be the escrow agreement entered into at the Closing by and among the Buyer, the Quotaholders and a third party escrow agent mutually agreeable to the Buyer and the Quotaholders. The form and substance of the Escrow Agreement shall (i) be agreed upon between the Buyer and the Quotaholders prior to the Closing and (ii) expressly provide that the escrow agent shall pay amounts to the Quotaholders equal to that portion of the Additional Purchase Price that is not otherwise paid to the Quotaholders by the Buyer within thirty (30) day period, either Purchaser or either Active Shareholder may submit the matter to a mutually-agreeable accounting firm as designated arbitrator, for final resolution. The amount days of the Earnout Payment determined by date such arbitrator amounts are due and payable; provided, however, that in no event shall be final and binding on all parties hereto. (v) In connection with the Earnout Payment, at the Closing, Purchaser shall issue an aggregate of 2,000 shares of Series G Preferred Stock of Purchaser (the “Preferred Stock”) with terms and conditions as set forth in a Certificate of Designation (the “Certificate of Designation”) substantially in the form of Exhibit B hereto (such shares of Preferred Stock, the “Earnout Shares”). Sellers agree that that, as and when Purchaser makes any payment required by this Section 2.3(b), a number of Earnout Shares equal to (A) the amount of such payment divided by (B) $1,000 (with any resulting fractional shares calculated to the nearest three decimal places) shall be automatically cancelled without further action. In the event of any such cancellation, Sellers agree to promptly return any certificate(s) representing Earnout Shares to be marked as “cancelled” (and if less than all Earnout Shares were cancelled, reissuance for the balance of the Earnout Shares that remain outstanding). If the Earnout Payment, as finally determined, is less than $2,000,000, any outstanding Working Capital Shares shall be cancelled upon such final determination. In the event of any redemption of Earnout Shares, the amount of the Earnout Payment owed by Purchaser pursuant to this Agreement shall escrow account be reduced by the amount of such redemption. In the event of any conversion of Earnout Shares into shares of Purchaser’s Common Stockbelow [CONFIDENTIAL TREATMENT REQUESTED] earlier than June 30, the amount of the Earnout Payment owed by Purchaser pursuant to this Agreement shall be reduced by the fair market value of the shares into which such Earnout Shares were converted (with the fair market value deemed to be as the lowest closing trading price for the thirty days following conversion)2007.

Additional Purchase Price. Purchaser shall pay In addition to the Sellers an additional amount determined as follows: (i) Purchaser Closing Purchase Price set forth in Section 2.1 of this Agreement, Buyer shall pay the Sellers in cash an aggregate amount (collectivelyAdditional Purchase Price, if at all, subject to the “Earnout Payment”) following terms and conditions: a. The Additional Purchase Price will be equal to lesser of (i) the product of Cost Savings Amount (x) 0.75 (the “Multiplier”) multiplied by (y) the Forward EBITDA plus as defined below); or (ii) $3,000,000. b. As soon as practicable after the positive differenceClosing, if anyBuyer and Seller shall determine the Seller's lowest applicable standard cost for the preceding 12 months on the raw materials listed on Schedule 15.5. c. For each of the nine (9) months after the Closing Date, resulting from (x) Buyer shall provide to Seller on a monthly basis, within 30 days after the Forward EBITDA minus (y) the TTM Adjusted EBITDA, provided that if the Forward EBITDA is less than the TTM Adjusted EBITDA by $350,000 or moreend of each month, the Multiplier Buyer's then-current standard cost for such raw materials (with immediate adjustments for known and/ or published price changes). d. During such 9 months, Seller shall have the opportunity to suggest cost saving measures to Buyer with respect to such raw materials. Buyer shall consider such suggestions, but shall not be reduced from 0.75 obligated to 0.5 and provided, further, if the Forward EBITDA exceeds the TTM Adjusted EBITDA by more than $350,000, then the Multiplier shall be increased from 0.75 to 1.0. No later than implement any such suggestions. e. Within 45 days after the end of the Earnout Period9th month after the Closing Date, Buyer shall provide to Seller a statement (the "Cost Summary") describing in detail the Buyer's ending standard cost, as set forth in [c] above, for such raw materials which shall be subtracted (item by item) from Seller's standard cost as determined in paragraph b. above (the "Unit Savings"). If the calculation results in a negative Unit Savings amount, the Purchaser Unit Savings amount for such item shall provide the Sellers with a detailed written calculation together with all supporting documentation that the Sellers may reasonably request, including but not limited to billing invoices, employee time records and salary records and Purchase Orders, of the Forward EBITDA for the Earnout Period (“Purchaser’s Earnout Calculation”)be zero. (ii) f. The Purchaser’ Earnout Calculation Unit Savings amount shall then be multiplied by the annualized volume for each item of raw material based on actual volume of purchases for such item during the 9 month period, and the aggregate of all such amounts shall be prepared in consultation the "Cost Savings Amount". g. Any disputes with the Purchaser’s independent auditors. Subject to Section 11.6, Purchaser shall pay to Sellers an aggregate amount of cash equal respect to the Earnout Payment set forth on Purchaser’s Earnout Calculation within Cost Savings Amount will be determined by the later of (A) 60 days of the delivery of Purchaser’s Earnout Calculation or (B) the resolution of any dispute related thereto pursuant to this Section 2.3(b). (iii) If either Active Shareholder objects to Purchaser’s Earnout Calculation, he shall deliver a written notice to Purchaser to such effect no later than 5:00 p.m. Eastern Time on the tenth (10th) day following delivery of Purchaser’s Earnout Calculation (such notice, an “Earnout Disagreement Notice”) accompanied by (A) supporting documents, work papers, and other data setting forth in reasonable detail the basis for such Active Shareholder’s disagreement with Purchaser’s Earnout Calculation and (B) a certificate signed by such Active Shareholder certifying that the Earnout Disagreement Notice was delivered Neutral Accountant in accordance with this Section 2.3(b). Failure of the Active Shareholders to deliver a Disagreement Notice by Section. i. Any such date and time determination shall be deemed to constitute final and conclusive acceptance of all parties hereto of made by the Earnout Payment set forth in Purchaser’s Earnout Calculation for purposes of this Agreement (iv) If an Active Shareholder timely provides an Earnout Disagreement NoticeNeutral Accountant by a written report detailing its conclusions, the Purchaser and Active Shareholders shall attempt to resolve such disagreement in good faith through discussions and negotiations for a period of at least thirty (30) days. Following the expiration of such thirty (30) day period, either Purchaser or either Active Shareholder may submit the matter to a mutually-agreeable accounting firm as designated arbitrator, for final resolution. The amount of the Earnout Payment determined by such arbitrator which shall be final and binding on all parties heretoBuyer and Seller absent manifest error. j. The fees and expenses of the Neutral Accountant for any determination under this Section shall be shared equally by Seller and Buyer. k. Buyer shall pay the Additional Purchase Price, if any, in cash in immediately available funds within five (v5) In connection business days after final determination of the amount thereof in accordance with this Section. l. The Additional Purchase Price, if any, shall be allocated among the Earnout Payment, at Assets in the Closing, Purchaser shall issue an aggregate same proportion as the allocation of 2,000 shares the Purchase Price described in Section 2.2 of Series G Preferred Stock of Purchaser (the “Preferred Stock”) with terms and conditions this Agreement. m. Except as set forth in a Certificate of Designation (the “Certificate of Designation”) substantially in the form of Exhibit B hereto (such shares of Preferred Stockthis Section, the “Earnout Shares”). Sellers agree that that, as and when Purchaser makes Buyer shall have no obligation to pay any payment required by this Section 2.3(b), a number of Earnout Shares equal to (A) the amount of such payment divided by (B) $1,000 (with any resulting fractional shares calculated to the nearest three decimal places) shall be automatically cancelled without further action. In the event of any such cancellation, Sellers agree to promptly return any certificate(s) representing Earnout Shares to be marked as “cancelled” (and if less than all Earnout Shares were cancelled, reissuance for the balance of the Earnout Shares that remain outstanding). If the Earnout Payment, as finally determined, is less than $2,000,000, any outstanding Working Capital Shares shall be cancelled upon such final determination. In the event of any redemption of Earnout Shares, the amount of the Earnout Payment owed by Purchaser pursuant to this Agreement shall be reduced by the amount of such redemption. In the event of any conversion of Earnout Shares into shares of Purchaser’s Common Stock, the amount of the Earnout Payment owed by Purchaser pursuant to this Agreement shall be reduced by the fair market value of the shares into which such Earnout Shares were converted (with the fair market value deemed to be as the lowest closing trading price for the thirty days following conversion)Additional Purchase Price.

Additional Purchase Price. Purchaser shall pay The aggregate amount of the additional purchase price payable by the Buyer to the Sellers an additional Seller shall be calculated as follows and the payment thereof under this Section 3.5 shall be subject to the provisions of Section 10.4 (Set-Off) (the aggregate amount determined of the Annual Deferred Payments, the Contingent Purchase Price Payments and the Supplemental Deferred Purchase Price Payments calculated pursuant to this Section 3.5, is referred to as follows:the “Additional Purchase Price”): (a) For each Earn Out Eligible Period, the Buyer shall prepare and deliver, or cause to be prepared and delivered, to the Seller within 45 days of the end of such Earn-Out Eligible Period (i) Purchaser shall pay the Sellers in cash an aggregate amount (collectively, the “Earnout Payment”) equal to (i) the product a statement of (x) 0.75 (the “Multiplier”) multiplied by (y) the Forward EBITDA plus (ii) the positive difference, if any, resulting from (x) the Forward EBITDA minus (y) the TTM Adjusted EBITDA, provided that if the Forward EBITDA is less than the TTM Adjusted EBITDA by $350,000 or more, the Multiplier shall be reduced from 0.75 to 0.5 and provided, further, if the Forward EBITDA exceeds the TTM Adjusted EBITDA by more than $350,000, then the Multiplier shall be increased from 0.75 to 1.0. No later than 45 days after the end of the Earnout Shipments for such Earn-Out Eligible Period, the Purchaser shall provide the Sellers with a detailed written calculation together with all supporting documentation that the Sellers may reasonably request, including but not limited to billing invoices, employee time records and salary records and Purchase Orders, of the Forward EBITDA for the Earnout Period (“Purchaser’s Earnout Calculation”). (ii) The Purchaser’ Earnout Calculation which shall be prepared in consultation with the Purchaser’s independent auditors. Subject to Section 11.6good faith, Purchaser shall pay to Sellers an aggregate amount of cash equal to the Earnout Payment set forth on Purchaser’s Earnout Calculation within the later of and (Aii) 60 days a statement of the delivery portion of Purchaser’s Earnout Calculation or (B) the resolution of any dispute related thereto pursuant to this Section 2.3(b). (iii) If either Active Shareholder objects to Purchaser’s Earnout Calculation, he shall deliver a written notice to Purchaser Contingent Purchase Price payable with respect to such effect no later than 5:00 p.m. Eastern Time on the tenth (10th) day following delivery of Purchaser’s Earnout Calculation (such notice, an “Earnout Disagreement Notice”) accompanied by (A) supporting documents, work papers, and other data setting forth in reasonable detail the basis for such Active Shareholder’s disagreement with Purchaser’s Earnout Calculation and (B) a certificate signed by such Active Shareholder certifying that the Earnout Disagreement Notice was delivered Earn-Out Eligible Period as determined in accordance with this Section 2.3(b3.5 (each, an “Earn-Out Report”). Failure The Buyer shall consult with the Seller in the preparation of the Active Shareholders to deliver a Disagreement Notice by such date and time each Earn-Out Report. Each Earn-Out Report shall be deemed to constitute final and conclusive acceptance of binding upon all parties hereto if the Seller delivers written notification to the Buyer of its acceptance of the Earnout Payment set forth in Purchaser’s Earnout Calculation for purposes of this Agreement (iv) If an Active Shareholder timely provides an Earnout Disagreement Notice, the Purchaser and Active Shareholders shall attempt to resolve such disagreement in good faith through discussions and negotiations for a period of at least thirty (30) days. Following the expiration of such thirty (30) day period, either Purchaser or either Active Shareholder may submit the matter to a mutually-agreeable accounting firm as designated arbitrator, for final resolution. The amount statement of the Earnout Payment determined by portion of the Contingent Purchase Price payable with respect to such arbitrator shall be final and binding on all parties hereto. (v) In connection with the Earnout Payment, at the Closing, Purchaser shall issue an aggregate of 2,000 shares of Series G Preferred Stock of Purchaser (the “Preferred Stock”) with terms and conditions Earn-Out Eligible Period as set forth in a Certificate of Designation the Earn-Out Report (the “Certificate Notice of DesignationAcceptance”), or if the Seller shall not have given to the Buyer a written notice of its disagreement with such Earn-Out Report (a “Notice of Disagreement”) substantially within 30 days after its receipt of such Earn-Out Report. During such 30-day period, upon prior notice by the Seller, the Buyer shall allow the Seller reasonable access during regular business hours to the books, records and accounts of the Buyer reasonably related to the preparation of the Earn-Out Report to allow them to examine each Earn-Out Report. Any such Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. During the 30-day period following the delivery of any Notice of Disagreement, the parties hereto will attempt to resolve in good faith any disputed items. Failing such resolution, all matters specified in the form Notice of Exhibit B hereto Disagreement and not so resolved (such shares of Preferred Stock, the “Earnout SharesEarn-Out Disputed Matters”). Sellers agree that that, as and when Purchaser makes any payment required by this Section 2.3(b), a number of Earnout Shares equal to (A) the amount of such payment divided by (B) $1,000 (with any resulting fractional shares calculated to the nearest three decimal places) shall be automatically cancelled without further actionreferred to PWC, or if PWC is unable or unwilling to serve in such capacity, an independent nationally recognized accounting firm mutually selected by Buyer and Seller (the “Earn-Out Arbitrator”) for resolution. In The Earn-Out Arbitrator shall consider only the event Earn-Out Disputed Matters and the Earn-Out Arbitrator is not to make any other determination. The Earn-Out Arbitrator in making its determination shall not assign a value greater than the greatest value for such item claim by either party or smaller than the smallest value for such item claimed by either party. The Earn-Out Arbitrator shall be instructed to act promptly to resolve all Earn-Out Disputed Matters and its decision with respect to all Earn-Out Disputed Matters shall be final, binding and conclusive upon the parties hereto with respect to such Earn-Out Disputed Matters. Judgment may be entered upon the determination of the Earn-Out Arbitrator in any court having jurisdiction over the party against which such cancellation, Sellers agree to promptly return any certificate(s) representing Earnout Shares determination is to be marked as enforced. Upon resolution by the Earn-Out Arbitrator of all Earn-Out Disputed Matters, the Earn-Out Arbitrator shall cause to be prepared and shall deliver to the Seller and the Buyer a final and definitive earn-out report (the “cancelled” Definitive Earn-Out Report”), which shall (and if less than all Earnout Shares were cancelled, reissuance for i) reflect the balance determination of the Earnout Shares that remain outstanding)Earn-Out Arbitrator with respect to any Earn-Out Disputed Matters and (ii) be final, binding and conclusive upon the parties hereto with respect to such Earn-Out Disputed Matters. If Each of the Earnout PaymentBuyer and the Seller shall bear all costs, as finally determinedfees and expenses incurred by it in connection with such dispute resolution, is less than $2,000,000and the Seller and Buyer shall share equally all of the costs, any outstanding Working Capital Shares fees and expenses of the Earn-Out Arbitrator. (b) The Annual Deferred Payments, the Supplemental Deferred Purchase Price Payments and the Contingent Purchase Price Payments payable to the Seller shall be cancelled upon such final determination. In calculated and paid as follows, subject at all times to the event limitations described in Section 3.5(b)(iv) and subject to the provisions of any redemption of Earnout Shares, the amount of the Earnout Payment owed by Purchaser pursuant to this Agreement shall be reduced by the amount of such redemption. In the event of any conversion of Earnout Shares into shares of Purchaser’s Common Stock, the amount of the Earnout Payment owed by Purchaser pursuant to this Agreement shall be reduced by the fair market value of the shares into which such Earnout Shares were converted (with the fair market value deemed to be as the lowest closing trading price for the thirty days following conversion).Section 10.4:

Additional Purchase Price. Purchaser shall The Buyer agrees to pay the Seller ------------------------- or Seller's Affiliate (as designated by Seller), as additional consideration for the Acquired Assets ("Additional Purchase Price"), up to one million (1,000,000) ------------------------- warrants (subject to adjustment as described in the Warrant Agreement in the form attached hereto as Exhibit E (the "Warrant Agreement")) to purchase common --------- ----------------- stock of Buyer, subject to the Sellers an additional amount determined as followsfollowing terms and conditions: (ia) Purchaser Buyer shall pay issue to Seller, or Seller's Affiliate (as designated by Seller), on the Sellers in cash an aggregate amount Closing Date, warrants to purchase one hundred fifty thousand (collectively, the “Earnout Payment”150,000) equal to (i) the product shares of (x) 0.75 common stock of Buyer (the “Multiplier”"Initial Warrants"), and subsequent to the Closing, one (1) multiplied warrant to ---------------- purchase one (1) share of common stock of Buyer for every one ($1.00) dollar of revenue (the "Revenue Warrants"; the Initial Warrants and the ---------------- Revenue Warrants are collectively referred to as the "Warrants") generated by Filetrust or its derivative products for a period of two (y2) years from the Forward EBITDA plus Closing Date, whether referred to by the "Filetrust" name or otherwise (iithe "Revenue"), provided, however, that for the ------- purpose of calculating such revenue generated, any amounts received from Seller pursuant to the License shall be excluded (the "Excluded -------- Revenue"). The Initial Warrants shall be issued at the Closing and the ------- Revenue Warrants shall be issued on an annual basis, all pursuant to the Warrant Agreement. Commencing as of Closing Date and for a period of two (2) the positive differenceyears thereafter, if any, resulting from (x) the Forward EBITDA minus (y) the TTM Adjusted EBITDA, provided that if the Forward EBITDA is less no later than the TTM Adjusted EBITDA by $350,000 or more, thirtieth (30th) day of the Multiplier shall be reduced from 0.75 to 0.5 and provided, further, if the Forward EBITDA exceeds the TTM Adjusted EBITDA by more than $350,000, then the Multiplier shall be increased from 0.75 to 1.0. No later than 45 days calendar month after the end of each fiscal quarter of the Earnout PeriodBuyer, the Purchaser Buyer shall provide to Seller a report, certified by Buyer's chief financial officer, detailing the Sellers with a detailed written calculation together with all supporting documentation that the Sellers may reasonably request, including but not limited to billing invoices, employee time records and salary records and Purchase Orders, of the Forward EBITDA Revenue and the Excluded Revenue for the Earnout Period (“Purchaser’s Earnout Calculation”). (ii) The Purchaser’ Earnout Calculation shall be prepared in consultation with the Purchaser’s independent auditors. Subject to Section 11.6, Purchaser shall pay to Sellers an aggregate amount of cash equal to the Earnout Payment set forth on Purchaser’s Earnout Calculation within the later of (A) 60 days of the delivery of Purchaser’s Earnout Calculation or (B) the resolution of any dispute related thereto pursuant to this Section 2.3(b). (iii) If either Active Shareholder objects to Purchaser’s Earnout Calculation, he shall deliver a written notice to Purchaser to such effect no later than 5:00 p.m. Eastern Time on the tenth (10th) day following delivery of Purchaser’s Earnout Calculation (such notice, an “Earnout Disagreement Notice”) accompanied by (A) supporting documents, work papers, and other data setting forth in reasonable detail the basis for such Active Shareholder’s disagreement with Purchaser’s Earnout Calculation and (B) a certificate signed by such Active Shareholder certifying that the Earnout Disagreement Notice was delivered in accordance with this Section 2.3(b). Failure of the Active Shareholders to deliver a Disagreement Notice by such date and time shall be deemed to constitute final and conclusive acceptance of all parties hereto of the Earnout Payment set forth in Purchaser’s Earnout Calculation for purposes of this Agreement (iv) If an Active Shareholder timely provides an Earnout Disagreement Notice, the Purchaser and Active Shareholders shall attempt to resolve such disagreement in good faith through discussions and negotiations for a period of at least thirty (30) days. Following the expiration of such thirty (30) day period, either Purchaser or either Active Shareholder may submit the matter to a mutually-agreeable accounting firm as designated arbitrator, for final resolution. The amount of the Earnout Payment determined by such arbitrator shall be final and binding on all parties hereto. (v) In connection with the Earnout Payment, at the Closing, Purchaser shall issue an aggregate of 2,000 shares of Series G Preferred Stock of Purchaser (the “Preferred Stock”) with terms and conditions as set forth in a Certificate of Designation (the “Certificate of Designation”) substantially in the form of Exhibit B hereto (such shares of Preferred Stock, the “Earnout Shares”). Sellers agree that that, as and when Purchaser makes any payment required by this Section 2.3(b), a number of Earnout Shares equal to (A) the amount of such payment divided by (B) $1,000 (with any resulting fractional shares calculated to the nearest three decimal places) shall be automatically cancelled without further actionprior fiscal quarter. In the event that the Seller disagrees with such calculation it shall notify the Buyer in writing. At the request of either party, the Seller and the Buyer will meet to attempt to resolve any such cancellation, Sellers agree disagreement prior to promptly return any certificate(s) representing Earnout Shares to be marked as “cancelled” (and if less than all Earnout Shares were cancelled, reissuance for invoking the balance of the Earnout Shares that remain outstanding). If the Earnout Payment, as finally determined, is less than $2,000,000, any outstanding Working Capital Shares shall be cancelled upon such final determination. In the event of any redemption of Earnout Shares, the amount of the Earnout Payment owed by Purchaser pursuant to this Agreement shall be reduced by the amount of such redemption. In the event of any conversion of Earnout Shares into shares of Purchaser’s Common Stock, the amount of the Earnout Payment owed by Purchaser pursuant to this Agreement shall be reduced by the fair market value of the shares into which such Earnout Shares were converted (with the fair market value deemed to be as the lowest closing trading price for the thirty days following conversion).procedures set forth in Section 14.12

Additional Purchase Price. Purchaser (a) Following the Closing and subject to the determination of EBITDA (as defined in Section 1.4(b) below) in respect of the Business, an additional purchase price (the “Additional Purchase Price”) shall pay may be paid by Buyer to the Seller as follows: An Additional Purchase Price shall be paid to Sellers in the event that EBITDA in respect of the Business for the 18-month period beginning on the first day of the calendar month following the date Seller on which Sellers closes the second of the acquisition of Core Technology Services, Inc. and Equinox Communications, LLC, or any acquisition may be closed in the event Seller is unable to close these acquisitions, (the “EBITDA Period”) shall exceed EBITDA of $1,500,000. The Additional Purchase Price for the EBITDA Period shall equal four hundred and three thousand eight hundred and forty nine (403,849) additional shares of Buyer Common Stock, which shall be paid to the Sellers an additional amount determined in the same ratio as follows: (i) Purchaser shall pay the Sellers in cash an aggregate amount (collectively, the “Earnout Payment”) equal to (i) the product of (x) 0.75 (the “Multiplier”) multiplied by (y) the Forward EBITDA plus (ii) the positive difference, if any, resulting from (x) the Forward EBITDA minus (y) the TTM Adjusted EBITDA, provided that if the Forward EBITDA is less than the TTM Adjusted EBITDA by $350,000 or more, the Multiplier shall be reduced from 0.75 to 0.5 and provided, further, if the Forward EBITDA exceeds the TTM Adjusted EBITDA by more than $350,000, then the Multiplier shall be increased from 0.75 to 1.0. No later than 45 days after the end of the Earnout Period, the Purchaser shall provide the Sellers with a detailed written calculation together with all supporting documentation that the Sellers may reasonably request, including but not limited to billing invoices, employee time records and salary records and Purchase Orders, of the Forward EBITDA for the Earnout Period (“Purchaser’s Earnout Calculation”)Buyer Common Stock. (iib) The Purchaser’ Earnout Calculation For purposes hereof, “EBITDA” shall be prepared in consultation with mean the Purchaser’s independent auditors. Subject to Section 11.6, Purchaser shall pay to Sellers an aggregate amount of cash equal to the Earnout Payment set forth on Purchaser’s Earnout Calculation within the later of (A) 60 days earnings of the delivery of Purchaser’s Earnout Calculation or (B) the resolution of any dispute related thereto pursuant to this Section 2.3(b). (iii) If either Active Shareholder objects to Purchaser’s Earnout CalculationSeller, he shall deliver a written notice to Purchaser to such effect no later than 5:00 p.m. Eastern Time on the tenth (10th) day following delivery of Purchaser’s Earnout Calculation (such noticebefore deduction for interest, an “Earnout Disagreement Notice”) accompanied by (A) supporting documentstaxes, work papersdepreciation and amortization, and other data setting forth in reasonable detail the basis for such Active Shareholder’s disagreement with Purchaser’s Earnout Calculation and (B) a certificate signed by such Active Shareholder certifying that the Earnout Disagreement Notice was delivered in accordance with this Section 2.3(b). Failure of the Active Shareholders to deliver a Disagreement Notice by such date and time shall be deemed to constitute final and conclusive acceptance of all parties hereto of the Earnout Payment as set forth in Purchaser’s Earnout Calculation the EBITDA Statement (as defined in Section 1.4(c) below) for purposes of this Agreement (iv) If an Active Shareholder timely provides an Earnout Disagreement Notice, the Purchaser and Active Shareholders shall attempt to resolve such disagreement in good faith through discussions and negotiations for a 18-month period of at least thirty (30) days. Following the expiration of such thirty (30) day period, either Purchaser or either Active Shareholder may submit the matter to a mutually-agreeable accounting firm ended as designated arbitrator, for final resolution. The amount of the Earnout Payment determined by such arbitrator shall be final last date of the EBITDA Period (each, as defined in Section 1.4(c) hereof) and binding on all parties hereto. (v) In connection with the Earnout Payment, at the Closing, Purchaser shall issue an aggregate of 2,000 shares of Series G Preferred Stock of Purchaser (the “Preferred Stock”) with terms and conditions as set forth in a Certificate of Designation separate income statement maintained for the Business, each prepared in accordance with U.S. generally accepted accounting principles (the “Certificate of Designation”) substantially in the form of Exhibit B hereto (such shares of Preferred Stock, the “Earnout SharesGAAP”). Sellers agree that that, as and when Purchaser makes any payment required by this Section 2.3(b), a number of Earnout Shares equal to less (A) the amount of such payment divided by any extraordinary gain or loss, as that term is defined under GAAP, and (B) $1,000 (with any resulting fractional shares calculated amounts received or receivable in respect of any accounts receivable, claims or other rights accrued prior to July 31, 2018 to the nearest three decimal places) shall be automatically cancelled without further action. In extent not reflected in the event of any such cancellation, Sellers agree to promptly return any certificate(s) representing Earnout Shares to be marked as “cancelled” (and if less than all Earnout Shares were cancelled, reissuance for the balance calculation of the Earnout Shares EBITDA. For the avoidance of doubt, reference to the Business shall include any business activities conducted by Buyer and its subsidiaries and consolidated affiliates that remain outstanding). If come within the Earnout Payment, as finally determined, is less than $2,000,000, any outstanding Working Capital Shares shall be cancelled upon such final determination. In the event definition of any redemption of Earnout Shares, the amount of the Earnout Payment owed by Purchaser pursuant to this Agreement shall be reduced by the amount of such redemption. In the event of any conversion of Earnout Shares into shares of Purchaser’s Common Stock, the amount of the Earnout Payment owed by Purchaser pursuant to this Agreement shall be reduced by the fair market value of the shares into which such Earnout Shares were converted (with the fair market value deemed to be as the lowest closing trading price for the thirty days following conversion)“Business.”

Additional Purchase Price. Purchaser After Closing, Seller shall be entitled to receive an Additional Purchase Price (the "Additional Purchase Price") based on the finished Lot sale prices and sales pace. If the actual total finished Lot prices are seven percent (7%) or more greater than Buyer's forecasted finished Lot price of Sixty-Eight Million Two Hundred Eighty-Three Thousand One Hundred Forty-Eight Dollars ($68,283,148.00), and all of the finished Lots are sold within five (5) years from the date of Closing (the "Additional Purchase Price Period"), Buyer will pay to Seller an Additional Purchase Price of fifty percent (50%) of the Sellers an additional amount determined as follows: difference between Seventy-Three Million Sixty-Two Thousand Nine Hundred Sixty-Eight Dollars (i$73,062,968.00) Purchaser shall pay and the Sellers in cash an aggregate amount (collectivelytotal actual finished Lot prices. If applicable, the “Earnout Payment”) equal to (i) the product of (x) 0.75 (the “Multiplier”) multiplied by (y) the Forward EBITDA plus (ii) the positive difference, if any, resulting from (x) the Forward EBITDA minus (y) the TTM Adjusted EBITDA, provided that if the Forward EBITDA is less than the TTM Adjusted EBITDA by $350,000 or more, the Multiplier Additional Purchase Price shall be reduced paid within thirty (30) days from 0.75 the date that all finished Lots on the Property have been sold and settled. Prior to 0.5 the expiration of the Study Period, Buyer shall provide Seller with the forecasted finished Lot sales price menu and providedthe forecasted sales pace. At the time of payment of any Additional Purchase Price, furtherBuyer shall prepare and submit to Seller a calculation of the Additional Purchase Price based on verifiable HUD 1 settlement sheets along with any Additional Purchase Price owed. Additionally, if Buyer shall provide Seller with copies of executed HUD-1 settlement statements for sold Lots at least once every twelve (12) months for the Forward EBITDA exceeds five (5) years following Closing unless Seller has elected to Accept the TTM Adjusted EBITDA by more than $350,000, then the Multiplier shall be increased from 0.75 Escalated Sales Price as described in Section 10.12 of this Agreement. If there are Lots that are not under contract on that date which is ninety (90) days prior to 1.0. No later than 45 days after the end of the Earnout Additional Purchase Price Period, the Purchaser Buyer shall provide Seller with written notice (the Sellers "Option Notice") identifying the unsold Lots, and Seller shall have the option to acquire such Lots at the average price of the last ten (10) Lots of each such Lot type by providing Buyer with a detailed written calculation together with all supporting documentation that notice of such election within fifteen (15) days of its receipt of the Sellers may reasonably requestOption Notice of its election to exercise its option. If Seller elects to exercise its option, settlement on such Lots shall occur prior to the expiration of the Additional Price Purchase Period and the state of title and settlement cost adjustments, including but not limited to billing invoices, employee time records and salary records and Purchase Orders, the sharing of the Forward EBITDA for the Earnout Period (“Purchaser’s Earnout Calculation”). (ii) The Purchaser’ Earnout Calculation costs of transfer and recordation taxes, shall all be prepared in consultation accordance with the Purchaser’s independent auditors. Subject to Section 11.6, Purchaser shall pay to Sellers an aggregate amount terms of cash equal this Agreement as they related to the Earnout Payment set forth on Purchaser’s Earnout Calculation within the later initial sale to Buyer. In such event, Seller would be entitled to a credit at settlement for any Additional Purchase Price which may then be applicable. The provisions of (A) 60 days of this section shall survive Closing and the delivery of Purchaser’s Earnout Calculation or (B) the resolution of any dispute related thereto pursuant Deed to this Section 2.3(b)Buyer. (iii) If either Active Shareholder objects to Purchaser’s Earnout Calculation, he shall deliver a written notice to Purchaser to such effect no later than 5:00 p.m. Eastern Time on the tenth (10th) day following delivery of Purchaser’s Earnout Calculation (such notice, an “Earnout Disagreement Notice”) accompanied by (A) supporting documents, work papers, and other data setting forth in reasonable detail the basis for such Active Shareholder’s disagreement with Purchaser’s Earnout Calculation and (B) a certificate signed by such Active Shareholder certifying that the Earnout Disagreement Notice was delivered in accordance with this Section 2.3(b). Failure of the Active Shareholders to deliver a Disagreement Notice by such date and time shall be deemed to constitute final and conclusive acceptance of all parties hereto of the Earnout Payment set forth in Purchaser’s Earnout Calculation for purposes of this Agreement (iv) If an Active Shareholder timely provides an Earnout Disagreement Notice, the Purchaser and Active Shareholders shall attempt to resolve such disagreement in good faith through discussions and negotiations for a period of at least thirty (30) days. Following the expiration of such thirty (30) day period, either Purchaser or either Active Shareholder may submit the matter to a mutually-agreeable accounting firm as designated arbitrator, for final resolution. The amount of the Earnout Payment determined by such arbitrator shall be final and binding on all parties hereto. (v) In connection with the Earnout Payment, at the Closing, Purchaser shall issue an aggregate of 2,000 shares of Series G Preferred Stock of Purchaser (the “Preferred Stock”) with terms and conditions as set forth in a Certificate of Designation (the “Certificate of Designation”) substantially in the form of Exhibit B hereto (such shares of Preferred Stock, the “Earnout Shares”). Sellers agree that that, as and when Purchaser makes any payment required by this Section 2.3(b), a number of Earnout Shares equal to (A) the amount of such payment divided by (B) $1,000 (with any resulting fractional shares calculated to the nearest three decimal places) shall be automatically cancelled without further action. In the event of any such cancellation, Sellers agree to promptly return any certificate(s) representing Earnout Shares to be marked as “cancelled” (and if less than all Earnout Shares were cancelled, reissuance for the balance of the Earnout Shares that remain outstanding). If the Earnout Payment, as finally determined, is less than $2,000,000, any outstanding Working Capital Shares shall be cancelled upon such final determination. In the event of any redemption of Earnout Shares, the amount of the Earnout Payment owed by Purchaser pursuant to this Agreement shall be reduced by the amount of such redemption. In the event of any conversion of Earnout Shares into shares of Purchaser’s Common Stock, the amount of the Earnout Payment owed by Purchaser pursuant to this Agreement shall be reduced by the fair market value of the shares into which such Earnout Shares were converted (with the fair market value deemed to be as the lowest closing trading price for the thirty days following conversion).

Additional Purchase Price. Purchaser shall pay In addition to the Sellers an Purchase Price, as additional amount determined as follows: (i) Purchaser shall pay consideration for the Sellers in cash an aggregate amount Shares, Shareholders may be entitled to receive up to three additional payments (collectively, the “Earnout Payment”"ADDITIONAL PURCHASE PAYMENTS" and, individually, an "ADDITIONAL PURCHASE PAYMENT") equal to (i) if and only if such Additional Purchase Payments are earned in accordance with the product following: A. For the period commencing as of (x) 0.75 the Closing Date and ending on February 28, 1999 (the “Multiplier”"1998 PERIOD"), Corporation will have a minimum EBITDA (defined in subsection G below) multiplied by target of $4,666,000 (y) the Forward "1998 TARGET EARNINGS"). No later than May 1, 1999, Buyer will calculate Corporation's EBITDA plus for the 1998 Period (ii) the positive difference, if any, resulting from (x) the Forward EBITDA minus (y) the TTM Adjusted "1998 ACTUAL EBITDA, provided that if the Forward "). If 1998 Actual EBITDA is less than the TTM Adjusted EBITDA by $350,000 or more1998 Target Earnings, the Multiplier shareholders shall not be entitled to receive any Additional Purchase Payments whatsoever for the 1998 Period. If 1998 Actual EBITDA is equal to or greater than the 1998 Target Earnings, each of the Shareholders shall be reduced from 0.75 entitled to 0.5 and providedreceive his or its pro rata share of an Additional Purchase Payment in the aggregate amount of $2,000,000 (such $2,000,000 payment being referred to as the "DEFERRED INITIAL PAYMENT"). Further, furtherin the event that 1998 Actual EBITDA is greater than 1998 Target Earnings, if in addition to the Forward EBITDA exceeds the TTM Adjusted EBITDA by more than $350,000Deferred Initial Payment, then the Multiplier shall be increased from 0.75 to 1.0. No later than 45 days after the end each of the Earnout Period, the Purchaser shall provide the Sellers with a detailed written calculation together with all supporting documentation that the Sellers may reasonably request, including but not limited Shareholders will be entitled to billing invoices, employee time records and salary records and receive his or its pro rata share of an Additional Purchase Orders, of the Forward EBITDA for the Earnout Period (“Purchaser’s Earnout Calculation”). (ii) The Purchaser’ Earnout Calculation shall be prepared Payment in consultation with the Purchaser’s independent auditors. Subject to Section 11.6, Purchaser shall pay to Sellers an aggregate amount of cash equal to that amount which is 6 times the Earnout Payment difference between the 1998 Target Earnings and 1998 Actual EBITDA (the "1998 ADDITIONAL PURCHASE PAYMENT"). Notwithstanding anything to the contrary set forth on Purchaser’s Earnout Calculation within herein, in no event will the later of (A) 60 days of 1998 Additional Purchase Payment exceed $6,000,000, not including the delivery of Purchaser’s Earnout Calculation or (B) the resolution of any dispute related thereto pursuant to this Section 2.3(b). (iii) If either Active Shareholder objects to Purchaser’s Earnout Calculation, he shall deliver a written notice to Purchaser to such effect no later than 5:00 p.m. Eastern Time on the tenth (10th) day following delivery of Purchaser’s Earnout Calculation (such notice, an “Earnout Disagreement Notice”) accompanied by (A) supporting documents, work papers, and other data setting forth in reasonable detail the basis for such Active Shareholder’s disagreement with Purchaser’s Earnout Calculation and (B) a certificate signed by such Active Shareholder certifying that the Earnout Disagreement Notice was delivered in accordance with this Section 2.3(b). Failure of the Active Shareholders to deliver a Disagreement Notice by such date and time shall be deemed to constitute final and conclusive acceptance of all parties hereto of the Earnout Payment set forth in Purchaser’s Earnout Calculation for purposes of this Agreement (iv) If an Active Shareholder timely provides an Earnout Disagreement Notice, the Purchaser and Active Shareholders shall attempt to resolve such disagreement in good faith through discussions and negotiations for a period of at least thirty (30) days. Following the expiration of such thirty (30) day period, either Purchaser or either Active Shareholder may submit the matter to a mutually-agreeable accounting firm as designated arbitrator, for final resolution. The amount of the Earnout Payment determined by such arbitrator shall be final and binding on all parties hereto. (v) In connection with the Earnout Deferred Initial Payment, at the Closing, Purchaser shall issue an aggregate of 2,000 shares of Series G Preferred Stock of Purchaser (the “Preferred Stock”) with terms and conditions as set forth in a Certificate of Designation (the “Certificate of Designation”) substantially in the form of Exhibit B hereto (such shares of Preferred Stock, the “Earnout Shares”). Sellers agree that that, as and when Purchaser makes any payment required by this Section 2.3(b), a number of Earnout Shares equal to (A) the amount of such payment divided by (B) $1,000 (with any resulting fractional shares calculated to the nearest three decimal places) shall be automatically cancelled without further action. In the event that an amount over $6,000,000 is indicated pursuant to the formula set forth above, payment of any such cancellation, Sellers agree to promptly return any certificate(s) representing Earnout Shares the balance is to be marked deferred until the calculation and payment of the 1999 Additional Purchase Payment (as “cancelled” (and defined below), if less than all Earnout Shares were cancelledany, reissuance is made, subject to the overall limitation(s) on the Additional Purchase Payments discussed in Section 1.4(C) below. B. Similarly, for the balance period commencing as of March 1, 1999 and ending on February 28, 2000 (the Earnout Shares that remain outstanding"1999" PERIOD"). If , Corporation will have target earnings calculated as follows: In the Earnout Paymentevent 1998 Actual EBITDA does not exceed 1998 Target Earnings, as finally determined, is less than the target earnings for the 1999 Period will be $2,000,000, any outstanding Working Capital Shares shall be cancelled upon such final determination4,666,000. In the event of any redemption of Earnout Shares1998 Actual EBITDA exceeds 1998 Target Earnings, the target earnings for the 1999 Period will be equal to the total amount of consideration paid by Buyer to the Earnout Payment owed by Purchaser pursuant to this Agreement shall be reduced by the amount of such redemption. In the event of any conversion of Earnout Shares into shares of Purchaser’s Common Stock, the amount of the Earnout Payment owed by Purchaser pursuant to this Agreement shall be reduced by the fair market value of the shares into which such Earnout Shares were converted (with the fair market value deemed to be as the lowest closing trading price Shareholders for the thirty days following conversion1998 Period divided by six (6) (i.e. $26,000,000 + the Deferred Initial Payment of $2,000,000 + the 1998 Additional Purchase Payment + 6).

Additional Purchase Price. Purchaser In addition to the Purchase Price, as additional consideration for the Purchased Assets, Seller may be entitled to receive up to two additional payments (collectively, the "ADDITIONAL PURCHASE PAYMENTS" and, individually, an "ADDITIONAL PURCHASE PAYMENT") if and only if such Additional Purchase Payments are earned in accordance with the following: A. For the period commencing as of the Closing Date and ending on March 31, 1999 (the "1998 PERIOD"), Corporation will have a minimum EBITDA (defined in subsection G below) target of $5,000,000.00 (the "1998 TARGET EARNINGS"). No later than June 1, 1999, Buyer shall calculate Corporation's EBITDA for the 1998 Period (the "1998 ACTUAL EBITDA"). If 1998 Actual EBITDA is less than or equal to the 1998 Target Earnings, the Seller shall not be entitled to receive any Additional Purchase Payments for the 1998 Period. In the event that 1998 Actual EBITDA is greater than 1998 Target Earnings, Buyer shall pay to Seller an Additional Purchase Payment in an aggregate amount equal to that amount which is 5 times the Sellers difference between the 1998 Target Earnings and 1998 Actual EBITDA (the "1998 ADDITIONAL PURCHASE PAYMENT"). Notwithstanding anything to the contrary set forth herein, Buyer shall not be required to pay an amount in excess of $5,000,000 on account of the 1998 Additional Purchase Payment. In the event that the 1998 Additional Purchase Payment is an amount over $5,000,000, payment of the amount in excess of $5,000,000 (the "1998 Deferred Additional Purchase Payment") shall be deferred until the calculation and payment of the 1999 Additional Purchase Payment (as defined below), if any, is made, subject to the overall limitation on the Additional Purchase Payments discussed in Section 2.3(C) below. B. For the period commencing as of April 1, 1999 and ending on March 31, 2000 (the "1999 PERIOD"), Corporation will have a minimum EBITDA target of $5,000,000 (the "1999 TARGET EARNINGS"). No later than June 1, 2000, Buyer shall calculate Corporation's EBITDA for the 1999 Period (the "1999 ACTUAL EBITDA"). If the 1999 Actual EBITDA is equal to or less than the 1999 Target Earnings, Seller shall not be entitled to receive any Additional Purchase Payments for the 1999 Period. If the 1999 Actual EBITDA is greater than the 1999 Target Earnings, Buyer shall pay to Seller an Additional Purchase Payment for 1999 in an aggregate amount equal to that amount which is 5 times the difference between the 1999 Target Earnings and the 1999 Actual EBITDA, subject to the overall limitations on Additional Purchase Payments set forth in Section 2.3(C) below. Buyer shall also pay to Seller any portion of the 1998 Additional Purchase Payment previously earned but deferred as set forth in Section 2.3(A) above, subject, however, to the overall limitations on Additional Purchase Payments set forth in Section 2.3(C) below. C. Notwithstanding anything to the contrary set forth herein, Seller's right to Additional Purchase Payments is conditioned upon and subject to the following limitations: (i) in no event shall the aggregate amount of the Additional Purchase Payments payable to the Seller for the 1998 Period exceed $5,000,000 (other than any 1998 Deferred Additional Purchase Payment); (ii) in no event shall the sum of all Additional Purchase Payments for the 1998 Period and the 1999 Period exceed $10,000,000 (inclusive of 1998 Deferred Additional Purchase Payment, if any); and (iii) in no event shall the sum of the Purchase Price (exclusive of any increase pursuant to Section 2.2(B)) and the two possible Additional Purchase Payments exceed $35,000,000. D. The Additional Purchase Payments are to be paid 85% in cash, in same day funds via electronic wire transfer to an account(s) designated by Seller, and 15% in Lason, Inc. Shares (the "ADDITIONAL PURCHASE SHARES"). The Additional Purchase Shares shall be valued for this purpose at the average closing price of Lason Shares for the 20 trading days immediately prior to the date of each of the Additional Purchase Payment Dates (as defined below) as reported by the Wall Street Journal published index of NASDAQ National Market Issues (appropriately adjusted for any stock split, reverse stock split or common stock dividend effected or declared by Buyer). No fractional share shall be issued by Lason, Inc. hereunder. In lieu thereof, Buyer shall pay cash for such fractional share, the value of which shall be determined by multiplying the fractional part of a share of the Lason Shares by the closing value set forth above. Seller will not be entitled to dividends, voting rights or any other right as a shareholder in respect of any fractional share of the Lason Shares. In connection with the foregoing issuance of the Lason Shares, on each Additional Purchase Payment Date (as defined below), Seller shall execute a Lock-Up Agreement in identical form to the Lock-Up Agreement annexed hereto as EXHIBIT "2.1(A)", pursuant to which Seller will agree not to sell any of the Lason Shares delivered to it in accordance with this Agreement for a period of 12 months from each Additional Purchase Payment Date. E. If an Additional Purchase Payment is earned, Buyer shall make such Additional Purchase Payment to Seller by June 15, 1999 and June 15, 2000 (the "ADDITIONAL PURCHASE PAYMENT DATE"), as the case may be, subject to the existence of a dispute requiring resolution pursuant to Section 2.3(F) below. F. Buyer shall provide to Seller, on or before June 1, 1999 and June 1, 2000, a statement of its Chief Financial Officer setting forth the basis for the calculation of the Additional Purchase Payment. Such statement shall provide such computations and set forth such detail as is reasonably necessary to substantiate the calculation of EBITDA and the amount of the Additional Purchase Payment payable, if any. Seller and its accountants shall have full access to Buyer's books and records with respect to Corporation in connection with their review of such statements and the resolution of any dispute relating thereto. No later than 60 days after Seller's receipt of such statement, Seller may, by notice given to Buyer, contest the calculations and shall, within a reasonable period of time necessary for Seller's representatives to review the calculations, books and records of Corporation (but in no event more than 90 days) give notice to Buyer of the amount calculated by Seller. In such event, Buyer shall pay to Seller the amount that it acknowledges is due and the parties, together with their independent public accountants, shall meet and discuss such dispute in a good faith effort to resolve such dispute. If no resolution is reached within 30 days after Seller's notice, then, and in that event, the dispute shall be submitted to and resolved by arbitration pursuant to Section 12.14 hereof. If the decision of the arbitrator(s) is that an additional payment is due to Seller in respect of the Additional Purchase Payment, Buyer shall pay such amount to Seller in cash within five days following receipt of such decision. Similarly, if the decision of the arbitrator(s) is that a rebate is due to Buyer, Seller shall pay such amount to Buyer in cash within five days following receipt of such decision. G. EBITDA shall mean, for each of the two years referenced above, the pre-tax net income of Corporation before interest expense, depreciation and amortization for such year determined on a stand-alone basis in accordance with generally accepted accounting principles consistently applied with relationship to the Financial Statements, (A) plus, to the extent deducted in determining net income and without duplication, the sum of: (i) any extraordinary losses; (ii) any Additional Purchase Payments; (iii) any management fees, salary or other charges for personnel who work for Buyer or any entity that is directly or indirectly affiliated with Buyer; (iv) any accounting fees in excess of those paid by Seller for 1997 unless a different amount is mutually agreed by the parties; (v) any allocated charges between the Corporation and the Buyer or any entity that is directly or indirectly affiliated with Buyer; (vi) I. Buyer shall, in good faith, use reasonable efforts to maximize Seller's ability to achieve the maximum Additional Purchase Payment(s) available hereunder. In order to create no material impediment to Seller's opportunity to achieve the Additional Purchase Payment(s), Buyer shall operate the Corporation as followsa free-standing division and further shall operate the Business in all material respects in a manner consistent with the manner in which it was operated prior to the acquisition of the Purchased Assets by Buyer except that: (i) Purchaser the Corporation shall pay the Sellers participate in Buyer's centralized accounting, record keeping, cash an aggregate amount (collectively, the “Earnout Payment”) equal to (i) the product of (x) 0.75 (the “Multiplier”) multiplied by (y) the Forward EBITDA plus management and budgeting process in a fair and consistent manner as Buyer's other divisions and subsidiaries; (ii) the positive difference, if any, resulting Corporation shall participate in Buyer's centralized purchasing system as may be in place from (x) the Forward EBITDA minus (y) the TTM Adjusted EBITDA, provided that if the Forward EBITDA is less than the TTM Adjusted EBITDA by $350,000 or more, the Multiplier shall be reduced from 0.75 time to 0.5 time in a fair and provided, further, if the Forward EBITDA exceeds the TTM Adjusted EBITDA by more than $350,000, then the Multiplier shall be increased from 0.75 to 1.0. No later than 45 days after the end of the Earnout Period, the Purchaser shall provide the Sellers with a detailed written calculation together with all supporting documentation that the Sellers may reasonably request, including but not limited to billing invoices, employee time records consistent manner as Buyer's other divisions and salary records and Purchase Orders, of the Forward EBITDA for the Earnout Period (“Purchaser’s Earnout Calculation”). (ii) The Purchaser’ Earnout Calculation shall be prepared in consultation with the Purchaser’s independent auditors. Subject to Section 11.6, Purchaser shall pay to Sellers an aggregate amount of cash equal to the Earnout Payment set forth on Purchaser’s Earnout Calculation within the later of (A) 60 days of the delivery of Purchaser’s Earnout Calculation or (B) the resolution of any dispute related thereto pursuant to this Section 2.3(b). subsidiaries; (iii) If either Active Shareholder objects to Purchaser’s Earnout Calculation, he the Corporation shall deliver a written notice to Purchaser to such effect no later than 5:00 p.m. Eastern Time on the tenth (10th) day following delivery of Purchaser’s Earnout Calculation (such notice, an “Earnout Disagreement Notice”) accompanied by (A) supporting documents, work papers, and participate in other data setting forth in reasonable detail the basis for such Active Shareholder’s disagreement with Purchaser’s Earnout Calculation and (B) a certificate signed by such Active Shareholder certifying that the Earnout Disagreement Notice was delivered in accordance with this Section 2.3(b). Failure of the Active Shareholders to deliver a Disagreement Notice by such date and time shall be deemed to constitute final and conclusive acceptance of all parties hereto of the Earnout Payment set forth in Purchaser’s Earnout Calculation for purposes of this Agreement (iv) If an Active Shareholder timely provides an Earnout Disagreement Notice, the Purchaser and Active Shareholders shall attempt to resolve such disagreement in good faith through discussions and negotiations for a period of at least thirty (30) days. Following the expiration of such thirty (30) day period, either Purchaser or either Active Shareholder may submit the matter to a mutually-agreeable accounting firm as designated arbitrator, for final resolution. The amount of the Earnout Payment determined by such arbitrator shall be final and binding on all parties hereto. (v) In connection with the Earnout Payment, at the Closing, Purchaser shall issue an aggregate of 2,000 shares of Series G Preferred Stock of Purchaser (the “Preferred Stock”) with terms and conditions as set forth similar centralized functions in a Certificate of Designation (the “Certificate of Designation”) substantially in the form of Exhibit B hereto (such shares of Preferred Stock, the “Earnout Shares”). Sellers agree that that, fair and consistent manner as Buyer's other divisions and when Purchaser makes any payment required by this Section 2.3(b), a number of Earnout Shares equal to (A) the amount of such payment divided by (B) $1,000 (with any resulting fractional shares calculated to the nearest three decimal places) shall be automatically cancelled without further action. In the event of any such cancellation, Sellers agree to promptly return any certificate(s) representing Earnout Shares to be marked as “cancelled” (and if less than all Earnout Shares were cancelled, reissuance for the balance of the Earnout Shares that remain outstanding). If the Earnout Payment, as finally determined, is less than $2,000,000, any outstanding Working Capital Shares shall be cancelled upon such final determination. In the event of any redemption of Earnout Shares, the amount of the Earnout Payment owed by Purchaser pursuant to this Agreement shall be reduced by the amount of such redemption. In the event of any conversion of Earnout Shares into shares of Purchaser’s Common Stock, the amount of the Earnout Payment owed by Purchaser pursuant to this Agreement shall be reduced by the fair market value of the shares into which such Earnout Shares were converted (with the fair market value deemed to be as the lowest closing trading price for the thirty days following conversion).subsidiaries;

Additional Purchase Price. (a) In addition to the Aggregate Purchase Price payable hereunder, Purchaser shall pay to the Sellers an additional amount determined as followsfollowing amounts: (i) Purchaser shall pay Subject to the Sellers in cash an aggregate amount terms and conditions set forth herein, if calendar year 2010 EBITDA for the Hotels exceeds the 2010 Earnout Threshold, Ten Million Dollars (collectively$10,000,000) (such amount, the “Earnout 2010 Payment”) equal to (i) the product of (x) 0.75 (the “Multiplier”) multiplied by (y) the Forward EBITDA plus (ii) the positive difference), if anypayable in cash or, resulting from (x) the Forward EBITDA minus (y) the TTM Adjusted EBITDA, provided that if the Forward EBITDA is less than the TTM Adjusted EBITDA by $350,000 or more, the Multiplier shall be reduced from 0.75 to 0.5 and provided, further, if the Forward EBITDA exceeds the TTM Adjusted EBITDA by more than $350,000, then the Multiplier shall be increased from 0.75 to 1.0. No later than 45 days after the end of the Earnout Period, the Purchaser shall provide the Sellers with a detailed written calculation together with all supporting documentation that the Sellers may reasonably request, including but not limited to billing invoices, employee time records and salary records and Purchase Orders, of the Forward EBITDA for the Earnout Period (“in Purchaser’s Earnout Calculation”).sole discretion, in shares of REIT Common Stock as more particularly described below; and (ii) The Purchaser’ Subject to the terms and conditions set forth herein, if calendar year 2011 EBITDA for the Hotels exceeds the 2011 Earnout Calculation shall be prepared Threshold, Ten Million Dollars ($10,000,000) (the “2011 Payment”) payable in consultation with the cash or, in Purchaser’s independent auditors. Subject sole discretion, in shares of REIT Common Stock as more particularly described below. (b) If, during calendar year 2010, (i) Purchaser sells any Hotel or (ii) Purchaser transfers operational control of any Hotel to any party other than CSM or an Affiliate of CSM (other than as a result of a termination by the Lessee thereunder of the applicable Hotel Management Agreement pursuant to Section 11.63.4, 3.5, 3.6, 15.1 or 15.2 thereof), or (iii) any Hotel Management Agreement is terminated by the Manager thereunder pursuant to Section 15.1 or 15.2 thereof, Purchaser shall pay to Sellers the 2010 Payment, regardless of whether Sellers satisfy the 2010 Earnout Threshold. If, during calendar year 2011, (i) Purchaser transfers operational control of any Hotel to any party other than CSM or an aggregate amount Affiliate of cash equal to CSM (other than as a result of a termination by the Earnout Payment set forth on Purchaser’s Earnout Calculation within the later of (A) 60 days Lessee thereunder of the delivery of Purchaser’s Earnout Calculation applicable Hotel Management Agreement pursuant to Section 3.4, 3.5, 3.6, 15.1 or 15.2 thereof), or (Bii) any Hotel Management Agreement is terminated by the resolution of any dispute related thereto Manager thereunder pursuant to this Section 2.3(b). (iii) If either Active Shareholder objects to Purchaser’s Earnout Calculation, he shall deliver a written notice to Purchaser to such effect no later than 5:00 p.m. Eastern Time on the tenth (10th) day following delivery of Purchaser’s Earnout Calculation (such notice, an “Earnout Disagreement Notice”) accompanied by (A) supporting documents, work papers, and other data setting forth in reasonable detail the basis for such Active Shareholder’s disagreement with Purchaser’s Earnout Calculation and (B) a certificate signed by such Active Shareholder certifying that the Earnout Disagreement Notice was delivered in accordance with this Section 2.3(b). Failure of the Active Shareholders to deliver a Disagreement Notice by such date and time shall be deemed to constitute final and conclusive acceptance of all parties hereto of the Earnout Payment set forth in Purchaser’s Earnout Calculation for purposes of this Agreement (iv) If an Active Shareholder timely provides an Earnout Disagreement Notice, the Purchaser and Active Shareholders shall attempt to resolve such disagreement in good faith through discussions and negotiations for a period of at least thirty (30) days. Following the expiration of such thirty (30) day period, either Purchaser 15.1 or either Active Shareholder may submit the matter to a mutually-agreeable accounting firm as designated arbitrator, for final resolution. The amount of the Earnout Payment determined by such arbitrator shall be final and binding on all parties hereto. (v) In connection with the Earnout Payment, at the Closing15.2 thereof, Purchaser shall issue an aggregate of 2,000 shares of Series G Preferred Stock of Purchaser (pay to Sellers the “Preferred Stock”) with terms and conditions as set forth in a Certificate of Designation (the “Certificate of Designation”) substantially in the form of Exhibit B hereto (such shares of Preferred Stock, the “Earnout Shares”). Sellers agree that that, as and when Purchaser makes any payment required by this Section 2.3(b), a number of Earnout Shares equal to (A) the amount of such payment divided by (B) $1,000 (with any resulting fractional shares calculated to the nearest three decimal places) shall be automatically cancelled without further action. In the event of any such cancellation, Sellers agree to promptly return any certificate(s) representing Earnout Shares to be marked as “cancelled” (and if less than all Earnout Shares were cancelled, reissuance for the balance of the Earnout Shares that remain outstanding). If the Earnout 2011 Payment, as finally determined, is less than $2,000,000, any outstanding Working Capital Shares shall be cancelled upon such final determination. In regardless of whether Sellers satisfy the event of any redemption of 2011 Earnout Shares, the amount of the Earnout Payment owed by Purchaser pursuant to this Agreement shall be reduced by the amount of such redemption. In the event of any conversion of Earnout Shares into shares of Purchaser’s Common Stock, the amount of the Earnout Payment owed by Purchaser pursuant to this Agreement shall be reduced by the fair market value of the shares into which such Earnout Shares were converted (with the fair market value deemed to be as the lowest closing trading price for the thirty days following conversion)Threshold.

Additional Purchase Price. (i) In addition to the Base Purchase Price, the Purchaser shall pay to Sellers $200,000 (allocated among the Sellers an according to their Percentage Interests) (the "Additional Purchase Price") as additional amount consideration for the Shares in the event EBITDA (defined as earnings before interest, taxes, depreciation and amortization as shall be determined as follows: in accordance with generally accepted accounting principles by Purchaser's regularly employed accountants) from the operation of the Company for the twelve (i12) month period after the Closing equals or exceeds $400,000 ("Post-Closing EBITDA"). Purchaser shall pay allocate a reasonable amount of the Sellers in cash an aggregate amount (collectively, Purchaser's general administrative costs consistent with the “Earnout Payment”) equal Purchaser's practices for its subsidiaries. All compensation paid to (i) Xxxxxxx Xxxxx under his Employment Agreement shall be allocated at a cost to the product of (x) 0.75 (the “Multiplier”) multiplied by (y) the Forward EBITDA plus (ii) the positive differenceCompany. The Additional Purchase Price, if any, resulting from (x) the Forward EBITDA minus (y) the TTM Adjusted EBITDA, provided that if the Forward EBITDA is less than the TTM Adjusted EBITDA by $350,000 or more, the Multiplier shall be reduced from 0.75 to 0.5 payable $100,000 on October 31, 2000 and provided$100,000 on April 30, further, if the Forward EBITDA exceeds the TTM Adjusted EBITDA by more than $350,000, then the Multiplier shall be increased from 0.75 to 1.0. No later than 45 days after the end of the Earnout Period, the Purchaser shall provide the Sellers with a detailed written calculation together with all supporting documentation that the Sellers may reasonably request, including but not limited to billing invoices, employee time records and salary records and Purchase Orders, of the Forward EBITDA for the Earnout Period (“Purchaser’s Earnout Calculation”)2001. (ii) The Purchaser’ Earnout Calculation shall be prepared in consultation with the Purchaser’s independent auditors. Subject to Section 11.6, Purchaser shall pay to Sellers an aggregate amount of cash equal to the Earnout Payment set forth on Purchaser’s Earnout Calculation within the later of (A) 60 days of the delivery of Purchaser’s Earnout Calculation or (B) the resolution of any dispute related thereto pursuant to this Section 2.3(b). (iii) If either Active Shareholder objects to Purchaser’s Earnout Calculation, he shall deliver a written notice to Purchaser to such effect no later than 5:00 p.m. Eastern Time on twenty (20) days after the tenth twelve month period after the Closing provide Sellers with a written calculation of the Post-Closing EBITDA. The Post-Closing EBITDA calculation shall be presumptively conclusive and binding absent manifest error. If the Sellers shall object in writing to the calculation within ten (10th10) day following delivery of Purchaser’s Earnout Calculation (such notice, an “Earnout Disagreement Notice”) accompanied by (A) supporting documents, work papers, days and other data setting forth in reasonable detail specifies the basis for such Active Shareholder’s disagreement of any objection, the Sellers and their accountants shall have the right to audit, at Sellers' expense, the Purchaser's books and record with respect to the Company's business. If the Sellers do not timely object in writing, then the Purchaser’s Earnout Calculation and (B) a certificate signed by such Active Shareholder certifying that the Earnout Disagreement Notice was delivered in accordance with this Section 2.3(b). Failure 's calculation of the Active Shareholders to deliver a Disagreement Notice by such date and time Post-Closing EBITDA shall be deemed to constitute final and conclusive acceptance of all parties hereto of the Earnout Payment set forth in Purchaser’s Earnout Calculation for purposes of this Agreement (iv) If an Active Shareholder timely provides an Earnout Disagreement Noticebinding. Following such audit, the Purchaser and Active Shareholders the Sellers shall attempt to resolve such disagreement in good faith through discussions and negotiations for a period of at least thirty (30) days. Following the expiration of such thirty (30) day period, either Purchaser or either Active Shareholder may submit the matter to a mutually-agreeable accounting firm as designated arbitrator, for final resolution. The amount of the Earnout Payment determined by such arbitrator shall be final and binding on all parties hereto. (v) In connection with the Earnout Payment, at the Closing, Purchaser shall issue an aggregate of 2,000 shares of Series G Preferred Stock of Purchaser (the “Preferred Stock”) with terms and conditions as set forth in a Certificate of Designation (the “Certificate of Designation”) substantially in the form of Exhibit B hereto (such shares of Preferred Stock, the “Earnout Shares”). Sellers agree that that, as and when Purchaser makes any payment required by this Section 2.3(b), a number of Earnout Shares equal to (A) the amount of such payment divided by (B) $1,000 (with any resulting fractional shares calculated to the nearest three decimal places) shall be automatically cancelled without further actionresolve their differences regarding said calculation. In the event they are unable to resolve their differences within sixty (60) days from the date of any such cancellationSellers' written objection, Sellers agree to promptly return any certificate(s) representing Earnout Shares to the matter may be marked as “cancelled” (submitted to, and if less than all Earnout Shares were cancelled, reissuance for the balance of the Earnout Shares that remain outstanding). If the Earnout Payment, as finally determined, is less than $2,000,000, any outstanding Working Capital Shares Post-Closing EBITDA shall be cancelled upon such final determination. In the event of any redemption of Earnout Sharesdetermined by, the amount of the Earnout Payment owed by Purchaser pursuant to this Agreement shall be reduced by the amount of such redemption. In the event of any conversion of Earnout Shares into shares of Purchaser’s Common Stock, the amount of the Earnout Payment owed by Purchaser pursuant to this Agreement shall be reduced by the fair market value of the shares into which such Earnout Shares were converted (arbitration in accordance with the fair market value deemed to be as the lowest closing trading price for the thirty days following conversion)Section 19 below.

Additional Purchase Price. (a) The Additional Purchase Price shall be equal to a maximum of $4,800,000 (the "MAXIMUM AMOUNT") and shall be payable by certified check, wire transfer or other immediately available funds. The Additional Purchase Price shall be calculated as provided in this SECTION 2.2 and shall be paid by the Purchaser shall pay to the Sellers until the Maximum Amount has been received by the Sellers. Time is of the essence with respect to the payment of an additional amount determined as follows:Additional Purchase Price hereunder. Notwithstanding anything else contained herein, or in any of the other documents or agreements executed in connection herewith, any breach of the Purchaser's obligations under this SECTION 2.2 shall allow the Sellers to suspend, without liability, any performance of either of them pursuant to this Agreement or any other document or agreement executed in connection herewith. (i) Purchaser shall pay Beginning with the Sellers month ended November 30, 1996, and in cash an aggregate amount (collectively, each month thereafter until the “Earnout Payment”) equal to (i) Maximum Amount has been received by the product of (x) 0.75 (the “Multiplier”) multiplied by (y) the Forward EBITDA plus (ii) the positive difference, if any, resulting from (x) the Forward EBITDA minus (y) the TTM Adjusted EBITDA, provided that if the Forward EBITDA is less than the TTM Adjusted EBITDA by $350,000 or more, the Multiplier shall be reduced from 0.75 to 0.5 and provided, further, if the Forward EBITDA exceeds the TTM Adjusted EBITDA by more than $350,000, then the Multiplier shall be increased from 0.75 to 1.0. No later than 45 days after the end of the Earnout PeriodSellers, the Purchaser shall provide cause the Sellers with a detailed written calculation together with all supporting documentation that the Sellers may reasonably request, including but not limited to billing invoices, employee time records and salary records and Purchase Orders, of the Forward EBITDA gross revenues for the Earnout Period Company to be calculated for such month. Such gross revenues shall be rounded up to the next highest $100,000 increment (“Purchaser’s Earnout Calculation”the "ROUNDED GROSS REVENUES") (by way of example only, if gross revenues for a month were $2,631,000, Rounded Gross Revenues would be equal to $2,700,000 for that month, and if gross revenues for a month were $2,661,000, Rounded Gross Revenues would be equal to $2,700,000 for that month). (ii) The Purchaser’ Earnout Calculation Rounded Gross Revenues for any month shall be prepared reduced by the highest Rounded Gross Revenues calculated for any previous month, but no earlier than November, 1996, and for which the Sellers have received payment of any Additional Purchase Price, if any, owed to them pursuant to the terms of (iii) For each month in consultation with which Adjusted Gross Revenues exceed zero the Purchaser’s independent auditors. Subject to Section 11.6, Purchaser shall pay an amount to the Sellers an aggregate amount of cash equal to such Adjusted Gross Revenues multiplied by 2.4, which such amount shall be Additional Purchase Price (by way of example only, if Adjusted Gross Revenues for a month were equal to $200,000, the Earnout Payment set forth on Purchaser’s Earnout Calculation within Purchaser would pay the later of (A) 60 days of the delivery of Purchaser’s Earnout Calculation or (B) the resolution of any dispute related thereto pursuant to this Section 2.3(bSellers $480,000). (iiiiv) If either Active Shareholder objects The Purchaser shall cause the calculations of Rounded Gross Revenues, Adjusted Gross Revenues and the Additional Purchase Price for any month to Purchaser’s Earnout Calculation, he shall deliver a written notice be made on or prior to Purchaser to such effect no later than 5:00 p.m. Eastern Time on the tenth (10th) 20th day following delivery of Purchaser’s Earnout Calculation (such notice, an “Earnout Disagreement Notice”) accompanied by (A) supporting documents, work papers, and other data setting forth in reasonable detail the basis for such Active Shareholder’s disagreement with Purchaser’s Earnout Calculation and (B) a certificate signed by such Active Shareholder certifying that the Earnout Disagreement Notice was delivered in accordance with this Section 2.3(b). Failure of the Active Shareholders to deliver a Disagreement Notice by such date and time shall be deemed to constitute final and conclusive acceptance of all parties hereto of the Earnout Payment set forth in Purchaser’s Earnout Calculation for purposes of this Agreement (iv) If an Active Shareholder timely provides an Earnout Disagreement Notice, the Purchaser and Active Shareholders shall attempt to resolve such disagreement in good faith through discussions and negotiations for a period of at least thirty (30) days. Following the expiration of such thirty (30) day period, either Purchaser or either Active Shareholder may submit the matter to a mutually-agreeable accounting firm as designated arbitrator, for final resolution. The amount of the Earnout Payment determined by such arbitrator shall be final and binding on all parties heretonext succeeding month. (v) In connection with The payment of any Additional Purchase Price by the Earnout Payment, at the Closing, Purchaser for any month shall issue an aggregate of 2,000 shares of Series G Preferred Stock of Purchaser (the “Preferred Stock”) with terms and conditions as set forth in a Certificate of Designation (the “Certificate of Designation”) substantially in the form of Exhibit B hereto (such shares of Preferred Stock, the “Earnout Shares”). Sellers agree that that, as and when Purchaser makes any payment required by this Section 2.3(b), a number of Earnout Shares equal to (A) the amount of such payment divided by (B) $1,000 (with any resulting fractional shares calculated be made to the nearest three decimal places) Sellers on or prior to the last day of the next succeeding month, except for the payment due for the month ending November 30, 1996, which shall be automatically cancelled without further action. In due on January 2, 1997. (c) For the event of any such cancellation, Sellers agree to promptly return any certificate(s) representing Earnout Shares to be marked as “cancelled” (and if less than all Earnout Shares were cancelled, reissuance for the balance purposes of the Earnout Shares that remain outstanding). If the Earnout Payment, as finally determined, is less than $2,000,000, any outstanding Working Capital Shares shall be cancelled upon such final determination. In the event of any redemption of Earnout Shares, the amount of the Earnout Payment owed by Purchaser calculations made pursuant to this Agreement shall be reduced SECTION 2.2, until the Maximum Amount has been received by the amount of such redemption. In the event of any conversion of Earnout Shares into shares of Purchaser’s Common StockSellers, the amount Purchaser shall cause the Company to maintain separate records with respect to the Company's business in a manner which accurately reflects the business of the Earnout Payment owed by Purchaser Company as if it continued to be operated as a separate business. All calculations made pursuant to this Agreement SECTION 2.2 shall be reduced by done in accordance with generally accepted accounting principles, consistently applied. (d) With respect to each month, the fair market value Purchaser shall deliver a statement to each of the shares into which Sellers showing the calculation of Rounded Gross Revenues, Adjusted Gross Revenues and Additional Purchase Price for such Earnout Shares were converted (month and cumulative Additional Purchase Price paid through such month on or prior to the 22nd day of the next succeeding month. Unless any Seller notifies the Purchaser in writing that such Seller disagrees with the fair market value deemed to Purchaser's determinations within five (5) days after receipt of such written determinations, then such determinations shall be as conclusive and binding upon the lowest closing trading price for Sellers and the thirty days following conversion).Purchaser. If any Seller disagrees with such determinations, and within the aforementioned five (5) day period has notified the Purchaser, in writing, thereof, specifying in detail the basis

Additional Purchase Price. Purchaser shall pay MYCO will be entitled to receive as additional consideration hereunder (the "Additional Purchase Price") 153,845 shares of Buyer Stock reduced, however, by six times the amount (if any) by which MYCO's Adjusted EBITDA (excluding Transaction costs and expenses and the $50,000 accrued liability relating to the Sellers an additional amount determined as follows: (iSales and Use Tax Audit) Purchaser shall pay the Sellers in cash an aggregate amount (collectivelyfor its year ending December 31, the “Earnout Payment”) equal to (i) the product of (x) 0.75 (the “Multiplier”) multiplied by (y) the Forward EBITDA plus (ii) the positive difference, if any, resulting from (x) the Forward EBITDA minus (y) the TTM Adjusted EBITDA, provided that if the Forward EBITDA 1998 is less than the TTM Adjusted EBITDA by $350,000 or more2,757,000. For purposes of such reduction, the Multiplier Shares will be valued at $6.50 per Share. MYCO shall be reduced from 0.75 to 0.5 and providedprovide Buyer, further, if the Forward EBITDA exceeds the TTM Adjusted EBITDA by more than $350,000, then the Multiplier shall be increased from 0.75 to 1.0. No later than 45 within forty-five days after the end of the Earnout PeriodClosing, the Purchaser shall provide the Sellers with a detailed written copy of MYCO's audited financial statements as of and for the years ended December 31, 1997 and 1998 and a calculation together with all supporting documentation that the Sellers may reasonably request, including but not limited to billing invoices, employee time records and salary records and Purchase Orders, of the Forward Adjusted EBITDA for the Earnout Period year ended December 31, 1998 (“Purchaser’s Earnout the "Calculation”"). (ii) The Purchaser’ Earnout Calculation shall be prepared . If Buyer notifies MYCO in consultation with writing that it accepts the Purchaser’s independent auditors. Subject Calculation, or if Buyer fails to Section 11.6, Purchaser shall pay to Sellers an aggregate amount of cash equal object thereto in writing on or prior to the Earnout Payment set forth 15th day after the date on Purchaser’s Earnout which the Calculation within is delivered to it, the later of (A) 60 days of the delivery of Purchaser’s Earnout Calculation or (B) the resolution of any dispute related thereto pursuant to this Section 2.3(b). (iii) If either Active Shareholder objects to Purchaser’s Earnout Calculation, he shall deliver a written notice to Purchaser to such effect no later than 5:00 p.m. Eastern Time on the tenth (10th) day following delivery of Purchaser’s Earnout Calculation (such notice, an “Earnout Disagreement Notice”) accompanied by (A) supporting documents, work papers, and other data setting forth in reasonable detail the basis for such Active Shareholder’s disagreement with Purchaser’s Earnout Calculation and (B) a certificate signed by such Active Shareholder certifying that the Earnout Disagreement Notice was delivered in accordance with this Section 2.3(b). Failure of the Active Shareholders to deliver a Disagreement Notice by such date and time shall be deemed to constitute final have been accepted by Buyer, and conclusive acceptance Buyer shall deliver to MYCO the number of all parties hereto shares of Buyer Stock representing the Additional Purchase Price. If Buyer, prior to the 15th day after delivery to it of the Earnout Payment set forth in Purchaser’s Earnout Calculation, delivers a written objection thereto to MYCO and if the Parties are unable to agree to the Calculation for purposes of this Agreement within fifteen (iv15) If an Active Shareholder timely provides an Earnout Disagreement Noticedays after such written objection, the Purchaser and Active Shareholders Parties shall attempt to resolve such disagreement in good faith through discussions and negotiations for a period retain the services of at least thirty (30) days. Following the expiration of such thirty (30) day period, either Purchaser or either Active Shareholder may submit the matter to a mutually-agreeable an independent accounting firm as designated arbitrator, for final resolution. The of national reputation (the "Auditor") to determine the amount of the Earnout Payment determined by such arbitrator Additional Purchase Price. Buyer and MYCO shall each bear 50% of the fees and other expenses of the Auditor. All Parties shall cooperate with the Auditor and provide it with all records and documentation the Auditor may reasonably request in order to determine the Additional Purchase Price. The determination of the Auditor shall be final and binding on all parties heretoParties. (v) In connection with the Earnout Payment, at the Closing, Purchaser shall issue an aggregate of 2,000 shares of Series G Preferred Stock of Purchaser (the “Preferred Stock”) with terms and conditions as set forth in a Certificate of Designation (the “Certificate of Designation”) substantially in the form of Exhibit B hereto (such shares of Preferred Stock, the “Earnout Shares”). Sellers agree that that, as and when Purchaser makes any payment required by this Section 2.3(b), a number of Earnout Shares equal to (A) the amount of such payment divided by (B) $1,000 (with any resulting fractional shares calculated to the nearest three decimal places) shall be automatically cancelled without further action. In the event of any such cancellation, Sellers agree to promptly return any certificate(s) representing Earnout Shares to be marked as “cancelled” (and if less than all Earnout Shares were cancelled, reissuance for the balance of the Earnout Shares that remain outstanding). If the Earnout Payment, as finally determined, is less than $2,000,000, any outstanding Working Capital Shares shall be cancelled upon such final determination. In the event of any redemption of Earnout Shares, the amount of the Earnout Payment owed by Purchaser pursuant to this Agreement shall be reduced by the amount of such redemption. In the event of any conversion of Earnout Shares into shares of Purchaser’s Common Stock, the amount of the Earnout Payment owed by Purchaser pursuant to this Agreement shall be reduced by the fair market value of the shares into which such Earnout Shares were converted (with the fair market value deemed to be as the lowest closing trading price for the thirty days following conversion).

Additional Purchase Price. Purchaser The Additional Purchase Price shall pay to be up to: USD 5,820,000 (in words: US-Dollars five million eight hundred twenty thousand) (together the Sellers an additional amount determined “Additional Purchase Price”). The Additional Purchase Price depends on the (i) development of the Products as defined below and (ii) the Companies’ consolidated revenues in the year 2008 as defined below as follows: (ia) Purchaser shall pay the Sellers in cash an aggregate amount (collectively, the “Earnout Payment”) equal to (i) the product of (x) 0.75 (the “Multiplier”) multiplied by (y) the Forward EBITDA plus (ii) the positive difference, if any, resulting from (x) the Forward EBITDA minus (y) the TTM Adjusted EBITDA, provided that if the Forward EBITDA is less than the TTM Adjusted EBITDA by $350,000 or more, the Multiplier shall be reduced from 0.75 to 0.5 and provided, further, if the Forward EBITDA exceeds the TTM Adjusted EBITDA by more than $350,000, then the Multiplier shall be increased from 0.75 to 1.0. No later than 45 days after the end of the Earnout Period, the Purchaser shall provide the Sellers with a detailed written calculation together with all supporting documentation that the Sellers may reasonably request, including but not limited to billing invoices, employee time records and salary records and Purchase Orders, of the Forward EBITDA for the Earnout Period (“Purchaser’s Earnout Calculation”). (ii) The Purchaser’ Earnout Calculation shall be prepared in consultation with the Purchaser’s independent auditors. Subject to Section 11.6, Purchaser shall pay to Sellers an aggregate additional purchase price in the amount of cash equal [ *** ] (the “Additional Purchase Price I”). The Additional Purchase Price I is payable subject to the Earnout Payment development of the Products under the conditions and specifications as set forth on Purchaser’s Earnout Calculation within the later of in Exhibit 2.2 (A) 60 days of the delivery of Purchaser’s Earnout Calculation or (B) the resolution of any dispute related thereto pursuant to this Section 2.3(ba). (iiib) If either Active Shareholder objects Purchaser shall pay to Purchaser’s Earnout CalculationSellers an additional purchase price in the amount of up to [ *** ] (the “Additional Purchase Price II”). The Additional Purchase Price II is subject to the achievement of certain EBITDA ratios and revenue as set out under the table below under the consolidated revenues of the Companies in the calendar year 2008. The Additional Purchase Price II is due and payable in four equal instalments of up to [ *** ] each (hereinafter each an “Instalment II”). Each Instalment II, he if any, shall deliver a written notice to Purchaser to such effect no later than 5:00 p.m. Eastern Time be due and payable on the tenth (10th) day following delivery [ *** ] after Sellers have approved the calculations of Purchaser’s Earnout Calculation (such noticePurchaser for the respective Instalment II. The respective part of the Additional Purchase Price II shall carry interest at a rate of [ *** ] % p.a. as of the [ *** ] after the end of the respective calendar quarter if an arbitrator, an “Earnout Disagreement Notice”) accompanied by (A) supporting documents, work papers, and other data setting forth in reasonable detail the basis for such Active Shareholder’s disagreement with Purchaser’s Earnout Calculation and (B) a certificate signed by such Active Shareholder certifying that the Earnout Disagreement Notice was delivered proceeding in accordance with this Section 2.3(b). Failure 11.5, rules in favor of Sellers that Sellers are entitled to the respective part of the Active Shareholders Additional Purchase Price II. Each Instalment II will be determined by the following formula: [ *** ] [ *** ] [ *** ] [ *** ] [ *** ] [ *** ] [ *** ] [ *** ] [ *** ] [ *** ] [ *** ] [ *** ] [ *** ] [ *** ] [ *** ] [ *** ] [ *** ] [ *** ] [ *** ] (c) Purchaser will provide Sellers with calculations of the respective Instalment II not later than [ *** ] after the end of a calendar quarter. Within [ *** ] after receipt of the calculation, Sellers may object to deliver a Disagreement Notice by them in writing. If Sellers do not object within such date and time period, the calculation shall be deemed to constitute final be approved. If and conclusive acceptance of all parties hereto to the extent Sellers do object to the calculation and the Parties do not reach agreement within [ *** ] after such objections, the items in dispute shall be resolved pursuant to Section 11.5. (d) Purchaser and Sellers will reasonably cooperate to develop the Products, and to grow the revenues and EBITDA of the Earnout Payment Companies. Until the end of the calendar year 2008, in order to protect the interests of Sellers, Seller 1 will be entitled, subject to the provisions of the service agreement in the form as set forth in Purchaser’s Earnout Calculation Exhibit 3.2 (a) (iii) to be a managing director of MC AG or of the company in which MC AG is transformed into or merged with in 2008, if any, having responsibility for the Business and the development of the Products. [ *** ] [ *** ] (e) Purchaser agrees that none of the following acts may be taken in the period between the Closing Date and 31 December 2008 with respect to the Companies except with prior written approval of Seller 1 and Seller 2 (it being understood that in the event such approval is withheld and Purchaser nevertheless takes such action, the costs incurred by the Companies as a result of such action will be excluded from, or revenues lost by the Companies as a result of such action will be added back for purposes of this Agreementcalculating the Additional Purchase Price II), such approval not to be unreasonably withheld and deemed granted [ *** ] after the written request of Purchaser to take such acts unless rejected by Seller 1 and Seller 2 in writing: (i) carry out any act or omission or series of acts or omissions with deliberate intent of reducing the profitability of the Companies during the calendar year 2008, including the deferring of revenues properly accruing in the calendar year 2008 until after the calendar year 2008 (except in accordance with US GAAP consistent with the past practices of the Companies) or, (ii) [ *** ] (f) Notwithstanding anything to the contrary under paragraph (e), Purchaser and Parent may, at their sole discretion, [ *** ] (g) [ *** ] (i) [ *** ] (ii) [ *** ] (iii) [ *** ] (iv) If an Active Shareholder timely provides an Earnout Disagreement Notice, the Purchaser and Active Shareholders shall attempt to resolve such disagreement in good faith through discussions and negotiations for a period of at least thirty (30) days. Following the expiration of such thirty (30) day period, either Purchaser or either Active Shareholder may submit the matter to a mutually-agreeable accounting firm as designated arbitrator, for final resolution. The amount of the Earnout Payment determined by such arbitrator shall be final and binding on all parties hereto.[ *** ] (v) In connection with the Earnout Payment, at the Closing, Purchaser shall issue an aggregate of 2,000 shares of Series G Preferred Stock of Purchaser (the “Preferred Stock”) with terms and conditions as set forth in a Certificate of Designation (the “Certificate of Designation”) substantially in the form of Exhibit B hereto (such shares of Preferred Stock, the “Earnout Shares”). Sellers agree that that, as and when Purchaser makes any payment required by this Section 2.3(b), a number of Earnout Shares equal to (A) the amount of such payment divided by (B) $1,000 (with any resulting fractional shares calculated to the nearest three decimal places) shall be automatically cancelled without further action. In the event of any such cancellation, Sellers agree to promptly return any certificate(s) representing Earnout Shares to be marked as “cancelled” (and if less than all Earnout Shares were cancelled, reissuance for the balance of the Earnout Shares that remain outstanding). If the Earnout Payment, as finally determined, is less than $2,000,000, any outstanding Working Capital Shares shall be cancelled upon such final determination. In the event of any redemption of Earnout Shares, the amount of the Earnout Payment owed by Purchaser pursuant to this Agreement shall be reduced by the amount of such redemption. In the event of any conversion of Earnout Shares into shares of Purchaser’s Common Stock, the amount of the Earnout Payment owed by Purchaser pursuant to this Agreement shall be reduced by the fair market value of the shares into which such Earnout Shares were converted (with the fair market value deemed to be as the lowest closing trading price for the thirty days following conversion).[ *** ] [ *** ]

Additional Purchase Price. Purchaser shall As additional consideration for the acquisition of the Purchased Assets, Buyer will pay to Seller up to $1,000,000.00 (the Sellers an additional amount determined "Total Additional Purchase Price") predicated upon the relationship of the actual EBIT for the Business for the 12 month period following the Closing Date and the next 12 month period to certain minimum and maximum target EBIT figures as follows: A. Buyer shall calculate the EBIT of the Business for the 12 month period following the Closing Date and for the next 12 month period (i) Purchaser shall pay the Sellers in cash an aggregate amount (collectively"First 12 Month EBIT" and the "Second 12 Month EBIT," respectively). The maximum target EBIT of the Business for the 12 month period following the Closing Date and for the next 12 month period are hereinafter referred to as the "First Maximum Target EBIT" and the "Second Maximum Target EBIT," respectively. The minimum target EBIT of the Business for the 12 month period following the Closing Date and for the next 12 month period are hereinafter referred to as the "First Minimum Target EBIT" and the "Second Minimum Target EBIT," respectively. The First Maximum Target EBIT, the “Earnout Payment”) equal Second Maximum Target EBIT, the First Minimum Target EBIT and the Second Minimum Target EBIT will be determined by the parties prior to (i) Closing and memorialized in an amendment to this Agreement or in a separate letter agreement. If the product First 12 Month EBIT equals or exceeds the First Maximum Target EBIT, Seller will receive an additional purchase price of (x) 0.75 $667,000.00 (the “Multiplier”) multiplied by "First Additional Purchase Price"). If the Second 12 Month EBIT equals or exceeds the Second Maximum Target EBIT, Seller will receive an additional purchase price of $333,000.00 (y) the Forward EBITDA plus (ii) "Second Additional Purchase Price"). To the positive differenceextent the First 12 Month EBIT exceeds the First Minimum Target EBIT, if any, resulting from (x) the Forward EBITDA minus (y) the TTM Adjusted EBITDA, provided that if the Forward EBITDA but is less than the TTM Adjusted EBITDA by $350,000 or moreFirst Maximum Target EBIT, Seller shall receive a proportionate amount of the Multiplier First Additional Purchase Price. To the extent the Second 12 Month EBIT exceeds the Second Minimum Target EBIT, but is less than the Second Maximum Target EBIT, Seller shall receive a proportionate amount of the Second Additional Purchase Price. (Example: If the actual First 12 Month EBIT is 50% of the amount between the First Minimum Target EBIT and the First Maximum Target EBIT then, and in that event, Seller will receive 50% of the First Additional Purchase Price). Notwithstanding anything to the contrary set forth herein, all references to "12 Month EBIT" and similar terms shall be reduced understood to mean the 12 months following the Closing Date plus that number of days from 0.75 the Closing Date to 0.5 and provided, further, if the Forward EBITDA exceeds the TTM Adjusted EBITDA by more than $350,000, then the Multiplier shall be increased from 0.75 to 1.0. No later than 45 days after the end last day of the Earnout Period, month in which Closing takes place and the Purchaser shall provide same period in the Sellers with a detailed written calculation together with all supporting documentation that succeeding year (the Sellers may reasonably request, including but not limited to billing invoices, employee time records and salary records and Purchase Orders, of the Forward EBITDA for the Earnout Period (“Purchaser’s Earnout Calculation”"Calculation Date"). (ii) B. The Purchaser’ Earnout Calculation shall be prepared in consultation with the Purchaser’s independent auditors. Subject to Section 11.6First Additional Purchase Price or any proportionate amount thereof, Purchaser shall pay to Sellers an aggregate amount of cash equal to the Earnout Payment set forth on Purchaser’s Earnout Calculation within the later of (A) 60 days of the delivery of Purchaser’s Earnout Calculation or (B) the resolution of any dispute related thereto pursuant to this Section 2.3(b). (iii) If either Active Shareholder objects to Purchaser’s Earnout Calculation, he shall deliver a written notice to Purchaser to such effect no later than 5:00 p.m. Eastern Time on the tenth (10th) day following delivery of Purchaser’s Earnout Calculation (such notice, an “Earnout Disagreement Notice”) accompanied by (A) supporting documents, work papers, and other data setting forth in reasonable detail the basis for such Active Shareholder’s disagreement with Purchaser’s Earnout Calculation and (B) a certificate signed by such Active Shareholder certifying that the Earnout Disagreement Notice was delivered in accordance with this Section 2.3(b). Failure of the Active Shareholders to deliver a Disagreement Notice by such date and time shall be deemed to constitute final and conclusive acceptance of all parties hereto of the Earnout Payment set forth in Purchaser’s Earnout Calculation for purposes of this Agreement (iv) If an Active Shareholder timely provides an Earnout Disagreement Notice, the Purchaser and Active Shareholders shall attempt to resolve such disagreement in good faith through discussions and negotiations for a period of at least thirty (30) days. Following the expiration of such thirty (30) day period, either Purchaser or either Active Shareholder may submit the matter to a mutually-agreeable accounting firm as designated arbitrator, for final resolution. The amount of the Earnout Payment determined by such arbitrator shall be final and binding on all parties hereto. (v) In connection with the Earnout Payment, at the Closing, Purchaser shall issue an aggregate of 2,000 shares of Series G Preferred Stock of Purchaser (the “Preferred Stock”) with terms and conditions if earned as set forth in a Certificate of Designation (Section 2.3 A. above and the “Certificate of Designation”) substantially Second Additional Purchase Price or any proportionate amount thereof, if earned as set forth in the form of Exhibit B hereto (such shares of Preferred StockSection 2.3 A. above shall each be paid by Buyer 50% in cash and 50% in cash or Lason, the “Earnout Shares”). Sellers agree that that, as and when Purchaser makes any payment required by this Section 2.3(b), a number of Earnout Shares equal to (A) the amount of such payment divided by (B) $1,000 (with any resulting fractional shares calculated to the nearest three decimal places) shall be automatically cancelled without further action. In the event of any such cancellation, Sellers agree to promptly return any certificate(s) representing Earnout Shares to be marked as “cancelled” (and if less than all Earnout Shares were cancelled, reissuance for the balance of the Earnout Shares that remain outstanding). If the Earnout Payment, as finally determined, is less than $2,000,000, any outstanding Working Capital Shares shall be cancelled upon such final determination. In the event of any redemption of Earnout Shares, the amount of the Earnout Payment owed by Purchaser pursuant to this Agreement shall be reduced by the amount of such redemption. In the event of any conversion of Earnout Shares into shares of Purchaser’s Inc. Common Stock, the amount of the Earnout Payment owed by Purchaser pursuant to this Agreement shall be reduced by the fair market value of the shares into which such Earnout Shares were converted (with the fair market value deemed to be as the lowest closing trading price for the thirty days following conversion).

Additional Purchase Price. Purchaser (a) In addition to the Purchase Price, Buyer, for the two (2) year period from and after the Effective Date, shall pay to the Sellers an additional amount determined as follows: Seller on a calendar quarterly basis, within forty-five (i45) Purchaser shall pay the Sellers in cash an aggregate amount (collectively, the “Earnout Payment”) equal to (i) the product of (x) 0.75 (the “Multiplier”) multiplied by (y) the Forward EBITDA plus (ii) the positive difference, if any, resulting from (x) the Forward EBITDA minus (y) the TTM Adjusted EBITDA, provided that if the Forward EBITDA is less than the TTM Adjusted EBITDA by $350,000 or more, the Multiplier shall be reduced from 0.75 to 0.5 and provided, further, if the Forward EBITDA exceeds the TTM Adjusted EBITDA by more than $350,000, then the Multiplier shall be increased from 0.75 to 1.0. No later than 45 days after the end of each calendar quarter, an amount equal to thirty percent (30%) of the Earnout PeriodEBITDA of the Acquired Business (the "Earn-Out"). For the purpose of determining the Earn-Out, the Purchaser Acquired Business shall provide mean not only the Sellers with a detailed written calculation together with all supporting documentation that current Tandem offices, but also any newly opened or acquired staffing offices located in the Sellers may reasonably request, including but not limited to billing invoices, employee time records and salary records and Purchase Orders, of the Forward EBITDA for the Earnout Period Territory (“Purchaser’s Earnout Calculation”hereinafter defined). (iib) The Purchaser’ Earnout Calculation EBITDA is defined as earnings before interest, taxes, depreciation and amortization, and shall be prepared determined in consultation accordance with generally accepted accounting principles. Included in the calculation of EBITDA shall be an amount not to exceed two percent (2%) of the net revenues of the Acquired Business as the Buyer's corporate allocation (other than sales and operating costs associated directly with the Purchaser’s independent auditorsAcquired Business which shall be included as expenses in the calculation of EBITDA) for the Acquired Business (i.e. payroll processing, recruiting, dispatching and similar costs). Subject At such time of payment, Buyer shall deliver to Section 11.6Seller a schedule setting forth the calculations and financial statements supporting the payment made. In the event Seller disputes Buyer's calculations, Purchaser shall pay Seller shall, at its own expense, have the right, directly or through its designated agents, to Sellers an aggregate audit the books and records of Buyer to determine the correctness of Buyer's calculations; provided, however, that should the audit reveal that the amount of cash equal due and owing to the Earnout Payment set forth on Purchaser’s Earnout Calculation within the later of Seller was greater than ten percent (A10%) 60 days of the delivery originally calculated amount, then Buyer shall reimburse to Seller the cost of Purchaser’s Earnout Calculation or (B) the resolution of any dispute related thereto pursuant audit, in addition to this Section 2.3(b)paying the balance due as determined by the audit. (iiic) If Buyer shall have the option, at any time after the Effective Date and prior to the end of the twelfth (12th) month following the Effective Date to satisfy the Earn-Out in full by making payment to the Seller of the amount of Two Hundred Seventy Five Thousand and 00/100 Dollars ($275,000.00), less the amount of any prior payments made by Buyer under Section 1.3(a). After the twelfth (12th) month following the Effective Date, the Buyer shall have the option to satisfy the Earn-Out in full by making payment to the Seller of the amount of One Hundred Seventy Five Thousand and 00/100 Dollars ($175,000.00), less the amount of any prior payments made by Buyer under Section 1.3(a) for any quarterly period after the end of said twelfth month. In addition, if EBITDA for any quarter is a negative amount, the amount of such loss shall be deducted from earnings in the subsequent quarter(s) for the purpose of calculating EBITDA for such subsequent quarter(s). Until such time as Buyer may exercise either Active Shareholder objects option expressed above and make the stipulated pay-off amount, Buyer shall have the obligation to Purchaser’s Earnout Calculation, he shall deliver a written notice continue to Purchaser to such effect no later than 5:00 p.m. Eastern Time make the quarterly payments due on the tenth Earn-Out. Notwithstanding the foregoing, Buyer, in full satisfaction of the Earn-Out, shall have the option, within the first ninety (10th90) day days following delivery the Effective Date, to pay to Seller (i) the remaining principal balance of Purchaser’s Earnout Calculation (such noticethe Note, an “Earnout Disagreement Notice”) accompanied by (A) supporting documents, work papersplus all accrued and unpaid interest, and other data setting forth in reasonable detail (ii) the basis for such Active Shareholder’s disagreement with Purchaser’s Earnout Calculation amount of One Hundred Seventy Five Thousand and 00/100 Dollars (B) a certificate signed $175,000.00), less the amount of any prior payments made by such Active Shareholder certifying that the Earnout Disagreement Notice was delivered in accordance with this Buyer under Section 2.3(b1.3(a). Failure If the Buyer elects to exercise this last option, the Seller shall have no obligation to reimburse Buyer for Seller's share of the Active Shareholders to deliver a Disagreement Notice by such date and time shall be deemed to constitute final and conclusive acceptance of all parties hereto of the Earnout Payment set forth in Purchaser’s Earnout Calculation for purposes of this Agreement (iv) If an Active Shareholder timely provides an Earnout Disagreement Notice, the Purchaser and Active Shareholders shall attempt to resolve such disagreement in good faith through discussions and negotiations for a period of at least thirty (30) days. Following the expiration of such thirty (30) day period, either Purchaser or either Active Shareholder may submit the matter to a mutually-agreeable accounting firm as designated arbitrator, for final resolution. The amount of the Earnout Payment determined by such arbitrator shall be final and binding on all parties hereto. (v) In connection with the Earnout Payment, at the Closing, Purchaser shall issue an aggregate of 2,000 shares of Series G Preferred Stock of Purchaser (the “Preferred Stock”) with terms and conditions audit cost as set forth in a Certificate of Designation (the “Certificate of Designation”Section 4.1(e) substantially in the form of Exhibit B hereto (such shares of Preferred Stockbelow, the “Earnout Shares”). Sellers agree that that, as and when Purchaser makes any payment required by this Section 2.3(b), a number of Earnout Shares equal to (A) the amount of such payment divided by (B) $1,000 (with any resulting fractional shares calculated except to the nearest three decimal places) shall be automatically cancelled without further action. In extent the event of any such cancellation, Sellers agree to promptly return any certificate(s) representing Earnout Shares to be marked as “cancelled” (and if less than all Earnout Shares were cancelled, reissuance for the balance total cost of the Earnout Shares that remain outstanding). If the Earnout Payment, as finally determined, is less than audit exceeds $2,000,000, any outstanding Working Capital Shares shall be cancelled upon such final determination. In the event of any redemption of Earnout Shares, the amount of the Earnout Payment owed by Purchaser pursuant to this Agreement shall be reduced by the amount of such redemption. In the event of any conversion of Earnout Shares into shares of Purchaser’s Common Stock, the amount of the Earnout Payment owed by Purchaser pursuant to this Agreement shall be reduced by the fair market value of the shares into which such Earnout Shares were converted (with the fair market value deemed to be as the lowest closing trading price for the thirty days following conversion)40,000.00.