Common use of Contingent Consideration Clause in Contracts

Contingent Consideration. (a) The Vendors shall be entitled to be paid by the Purchaser the earn-out payments (the “Earn-Out Payments”), as additional consideration for the sale and transfer of the Purchased Shares, based on the achievement of the Earn-Out Milestones in accordance with the terms set out in Schedule 2.8.1(A). The Parties acknowledge that the Earn-Out Payments are intended to be adjustments to the Purchase Price of the Purchased Shares to reflect the underlying goodwill of the Business, the value of which cannot be accurately determined by the Parties on or before Closing Date. (b) In addition, the Vendors shall be entitled to be paid by the Purchaser royalties and sharing payments (the “Royalties”), as additional consideration for the sale and transfer of the Purchased Shares, in accordance with the terms set out in Schedule 2.8.1(B), and as further delineated therein. (c) The determination of whether any Earn-Out Payments or Royalties are payable shall be based on the terms of this Section 2.8, the applicable Schedule (2.8.1(a) or 2.8.1(b)) and the applicable terms of this Agreement. (d) All Earn-Out Payments and Royalties due and owing to the Vendors shall only be payable in cash, such payment to be in US dollars. (e) Any agreed Contingent Consideration shall be payable to the Paying Agent, by wire transfer of immediately available funds to the account specified by the Paying Agent, to the Purchaser, for distribution by the Paying Agent amongst the Vendors in accordance with their respective Designated Percentages. (f) The Vendors’ Delegate shall invoice the Purchaser for any Earn-Out Payments and Royalties payable once the amount of any such Earn-Out Payments and/or Royalties have been finally determined in accordance with the terms of this Section 2.8. If any portion of any Earn-Out Payments and/or Royalties remains to be determined by the Parties or is subject to dispute in accordance with the terms of this Section 2.8, the Parties acknowledge that the Vendors’ Delegate shall be entitled to issue an invoice for any portion of such Earn-Out Payments and/or Royalties that do not remain to be so determined. For the avoidance of doubt, the Vendors’ Delegate shall only invoice the Purchaser for the portion of any Earn-Out Payments or Royalties in dispute after such dispute is settled and the applicable portion of such Earn-Out Payment or Royalty is finally determined and failure to issue the invoice due to any dispute shall not prejudice the Vendors or the Vendors’ Delegate in any manner. Subject to and in accordance with this Agreement, any Earn-Out Payments and the Royalties payable by the Purchaser shall be paid within [**] of the date of the invoice delivered by the Vendors’ Delegate (each payment date, the “Earn-Out Payment Pay Date” or “Royalty Pay Date”, as applicable). (g) The Contingent Consideration shall be payable by the Purchaser or its Affiliates regardless of whether the Purchaser or its Affiliates undertakes any corporate or other bona fide reorganization, and references to the Corporation in this Section 2.8 shall be deemed to include any Person which owns or controls the ARTMS Technology.

Contingent Consideration. (a) The Vendors shall be entitled to be paid by the Purchaser the earn-out payments Company Shareholders holding Company Class A Shares (the “Earn-Out PaymentsContingent Consideration Shareholders”) shall be issued their Pro Rata Portion of Contingent Consideration earnable with respect to each Power Purchase Agreement entered into between the Company (or an Affiliate of the Company) and a Qualifying Counterparty on or before June 30, 2022 (the Contingent Consideration earned in respect of each Power Purchase Agreement, the “Project Contingent Consideration”), as additional consideration for upon (x) the sale and transfer satisfaction of the Purchased Sharesconditions below (each condition an “Earnout Condition” and the date the Earnout Condition is satisfied, based on the “Measurement Date”) and (y) delivery of an Exercise Notice by such Contingent Consideration Shareholder pursuant to Section 2.4(f): (i) two-fifths of the Project Contingent Consideration upon the signing of the Power Purchase Agreement; (ii) one-fifth of the Project Contingent Consideration upon commencement of operations under the Power Purchase Agreement; and (iii) two-fifths of the Project Contingent Consideration after ninety days of operation at ninety-five percent (95%) of nameplate capacity; provided, that, following the achievement of all three Earnout Conditions with respect to any one Power Purchase Agreement, all Project Contingent Consideration will be deemed earned and payable for each other subsequent Power Purchase Agreement upon the Earn-Out Milestones in accordance with the terms set out in Schedule 2.8.1(A). The Parties acknowledge that the Earn-Out Payments are intended to be adjustments to the Purchase Price signing of the Purchased Shares respective Power Purchase Agreement (and will be immediately payable with respect to reflect the underlying goodwill any Power Purchase Agreement already signed as of the Business, the value of which cannot be accurately determined by the Parties on or before Closing Datesuch date). (b) In additionAs used herein, the Vendors shall be entitled to be paid by the Purchaser royalties and sharing payments (the a “Royalties”Qualifying Counterparty” means an entity listed in Schedule 2.4(b), as additional consideration for the sale and transfer which schedule may be modified or amended by mutual consent of the Purchased Shares, in accordance with the terms set out in Schedule 2.8.1(B), Company and as further delineated therein. (c) The determination of whether any Earn-Out Payments or Royalties are payable shall be based on the terms of this Section 2.8, the applicable Schedule (2.8.1(a) or 2.8.1(b)) and the applicable terms of this Agreement. (d) All Earn-Out Payments and Royalties due and owing HL from time to time up to the Vendors shall only be payable in cash, such payment to be in US dollarsClosing. (e) Any agreed Contingent Consideration shall be payable to the Paying Agent, by wire transfer of immediately available funds to the account specified by the Paying Agent, to the Purchaser, for distribution by the Paying Agent amongst the Vendors in accordance with their respective Designated Percentages. (f) The Vendors’ Delegate shall invoice the Purchaser for any Earn-Out Payments and Royalties payable once the amount of any such Earn-Out Payments and/or Royalties have been finally determined in accordance with the terms of this Section 2.8. If any portion of any Earn-Out Payments and/or Royalties remains to be determined by the Parties or is subject to dispute in accordance with the terms of this Section 2.8, the Parties acknowledge that the Vendors’ Delegate shall be entitled to issue an invoice for any portion of such Earn-Out Payments and/or Royalties that do not remain to be so determined. For the avoidance of doubt, the Vendors’ Delegate shall only invoice the Purchaser for the portion of any Earn-Out Payments or Royalties in dispute after such dispute is settled and the applicable portion of such Earn-Out Payment or Royalty is finally determined and failure to issue the invoice due to any dispute shall not prejudice the Vendors or the Vendors’ Delegate in any manner. Subject to and in accordance with this Agreement, any Earn-Out Payments and the Royalties payable by the Purchaser shall be paid within [**] of the date of the invoice delivered by the Vendors’ Delegate (each payment date, the “Earn-Out Payment Pay Date” or “Royalty Pay Date”, as applicable). (g) The Contingent Consideration shall be payable by the Purchaser or its Affiliates regardless of whether the Purchaser or its Affiliates undertakes any corporate or other bona fide reorganization, and references to the Corporation in this Section 2.8 shall be deemed to include any Person which owns or controls the ARTMS Technology.

Contingent Consideration. (a) The Vendors Contingent Consideration shall be entitled become payable and/or issuable to be paid by the Purchaser the earn-out payments (the “Earn-Out Payments”), as additional consideration for the sale and transfer each Selling Securityholder within 10 Business Days of the Purchased Shares, based on the achievement of the Earn-Out Milestones Contingent Consideration Date in accordance with the terms set out in Schedule 2.8.1(Athis Section 1.5(c) (and subject to Section 1.5(a). The Parties acknowledge that the Earn-Out Payments are intended to be adjustments to the Purchase Price of the Purchased Shares to reflect the underlying goodwill of the Business, the value of which cannot be accurately determined by the Parties on or before Closing Date. (b) In addition, the Vendors shall be entitled to be paid by the Purchaser royalties and sharing payments (the “Royalties”), as additional consideration for the sale and transfer of the Purchased Shares, in accordance with the terms set out in Schedule 2.8.1(B), and as further delineated therein. (c) The determination of whether any Earn-Out Payments or Royalties are payable shall be based on the terms of this Section 2.8, the applicable Schedule (2.8.1(a) or 2.8.1(b)) and the applicable terms of this Agreement. (d) All Earn-Out Payments and Royalties due and owing to the Vendors shall only be payable in cash, such payment to be in US dollars. (e) Any agreed Contingent Consideration shall be payable to the Paying Agent, by wire transfer of immediately available funds to the account specified by the Paying Agent, to the Purchaser, for distribution by the Paying Agent amongst the Vendors in accordance with their respective Designated Percentages. (f) The Vendors’ Delegate shall invoice the Purchaser for any Earn-Out Payments and Royalties payable once the amount of any such Earn-Out Payments and/or Royalties have been finally determined in accordance with the terms of this Section 2.8. If any portion of any Earn-Out Payments and/or Royalties remains to be determined by the Parties or is subject to dispute in accordance with the terms of this Section 2.8, the Parties acknowledge that the Vendors’ Delegate shall be entitled to issue an invoice for any portion of such Earn-Out Payments and/or Royalties that do not remain to be so determined. For the avoidance of doubt, the Vendors’ Delegate shall only invoice the Purchaser for the portion of any Earn-Out Payments or Royalties in dispute after such dispute is settled and the applicable portion of such Earn-Out Payment or Royalty is finally determined and failure to issue the invoice due to any dispute shall not prejudice the Vendors or the Vendors’ Delegate in any manner. Subject to and in accordance with this AgreementSection 1.6, including any Earn-Out Payments and the Royalties payable by the Purchaser shall be paid within [**] reduction for an amount of cash up to such Selling Securityholder’s Pro Rata Share of the Holdback Amount withheld pursuant to Section 1.6(b), with each Selling Securityholder receiving an amount of cash and/or stock equal to (a) the percentage set forth in the Spreadsheet opposite such Selling Securityholder’s name under the heading “Contingent Consideration Percentage” multiplied by (b) the Contingent Consideration. The “Contingent Consideration Date” shall mean the earlier of (i) the date that is 30 months following the Closing Date and (ii) the date upon which $50 million in gross proceeds (net of the invoice delivered by the Vendors’ Delegate (each payment datetransaction fees and expenses, including any broker fees, the “Earn-Out Payment Pay Contingent Threshold Amount”) is received by Purchaser from investors pursuant to bona fide equity financings in exchange for the issuance of Purchaser Series B Stock. If the Contingent Threshold Amount (A) is met prior to the Contingent Consideration Date” or “Royalty Pay Date”, as applicable). (g) The then the Contingent Consideration shall be an amount payable in cash equal to $50 million, or (B) is not met prior to the Contingent Consideration Date, then the Contingent Consideration shall be (I) an amount payable in cash equal to the gross proceeds (net of transaction fees and expenses, including any broker fees) received by Purchaser from investors pursuant to bona fide equity financings during such 30-month period in exchange for the issuance of Purchaser Series B Stock (the “Actual Financing Proceeds”), plus (II) a number of shares of Purchaser Series B Stock equal to (x) two multiplied by (y) (i) (1) the Contingent Threshold Amount minus (2) the Actual Financing Proceeds, divided by (ii) the Purchaser Series B Stock Price (such amount of cash paid and/or shares issued, the “Contingent Consideration”). Notwithstanding anything to the contrary in the foregoing, to the extent any such Selling Securityholder is not able to provide evidence satisfactory to Purchaser that such Selling Securityholder is an accredited investor as defined in Rule 501(a) of Regulation D under the Securities Act (or otherwise provide evidence satisfactory to Purchaser that another applicable exemption under the Securities Act is available to rely upon), then Purchaser reserves the right, in its Affiliates regardless sole discretion, to replace the share issuance to such Selling Securityholder pursuant to clause (II) of whether the prior sentence with a payment in cash equal to (x) the Purchaser or its Affiliates undertakes any corporate or other bona fide reorganization, and references Series B Stock Price multiplied by (y) the number of shares that otherwise would have been issuable to such Selling Securityholder pursuant to clause (II) of the prior sentence (rounded down to the Corporation in this Section 2.8 shall be deemed to include any Person which owns or controls the ARTMS Technologynearest cent).

Contingent Consideration. Purchaser shall, as soon as practicable, but in no event later than 60 days following the end of Year 1 (in the case of the Year 1 Contingent Consideration) and as soon as practicable, but in no event later that 60 days following the end of Year 2 (in the case of the Year 2 Contingent Consideration): (a) The Vendors shall be entitled to be paid by the Purchaser the earn-out payments (the “Earn-Out Payments”)determine in good faith whether any Year 1 Contingent Consideration or Year 2 Contingent Consideration, as additional consideration for the sale and transfer of the Purchased Sharesapplicable, based on the achievement of the Earn-Out Milestones has become payable in accordance with the terms set out in Schedule 2.8.1(A). The Parties acknowledge that the Earn-Out Payments are intended to be adjustments to the Purchase Price provisions of the Purchased Shares to reflect the underlying goodwill of the Business, the value of which cannot be accurately determined by the Parties on or before Closing Date.Exhibit C and this Section 2.05; (b) In addition, deliver to the Vendors shall be entitled to be paid by the Purchaser royalties and sharing payments (the “Royalties”)Representative a written notice that sets forth whether Year 1 Contingent Consideration or Year 2 Contingent Consideration, as additional consideration for applicable, has become payable and the sale and transfer amount of the Purchased Shares, such payment as computed by Purchaser in accordance with the terms set out in Schedule 2.8.1(Bprovisions of Exhibit C, together with reasonable written support for such determination and such computation (the date of delivery of such notice, the “Year 1 Contingent Consideration Determination Date” or the “Year 2 Contingent Consideration Determination Date”, as applicable), and as further delineated therein.; and (c) The determination of whether any Earn-Out Payments subject to Section 7.06, pay to the Stockholders, by wire transfer or Royalties are payable other immediately available funds, the Year 1 Contingent Consideration or the Year 2 Contingent Consideration, as applicable, which amount shall be based on regarded as additional purchase price for the terms of Company Stock. The amounts paid under this Section 2.8(c) shall be allocated among and paid to the Stockholders in accordance with the number of shares of Company Stock held by each of them immediately prior to the Closing, the applicable as set forth on Schedule (2.8.1(a) or 2.8.1(b)) and the applicable terms of A-1 to this Agreement. (d) All Earn-Out Payments During the sixty (60) days following the Year 1 Contingent Consideration Determination Date or the Year 2 Contingent Consideration Determination Date, as applicable, the Representative shall have the right to examine the books and Royalties due and owing records of the Company relevant to calculation of the Year 1 Contingent Consideration or Year 2 Contingent Consideration, as applicable. If the Representative sends Purchaser within such sixty (60) day period a written notice of disagreement (the “Contingent Disagreement Notice”) detailing the Representative’s disagreement with Purchaser’s calculations, the Parties shall attempt to resolve such disagreement in good faith. If they are unable to do so within thirty (30) days after Purchaser’s receipt of the Contingent Disagreement Notice, then the disagreement shall be referred to the Vendors shall only be payable in cash, such payment Accounting Firm for resolution pursuant to be in US dollars. (eSection 2.06(c) Any agreed as if it were a disagreement over the Working Capital calculation. If the Accounting Firm determines that additional Year 1 Contingent Consideration or Year 2 Contingent Consideration, as applicable, is due, Purchaser shall be payable pay the additional amounts to the Paying Agent, by wire transfer of immediately available funds to the account specified by the Paying Agent, to the Purchaser, for distribution by the Paying Agent amongst the Vendors Stockholders in accordance with their respective Designated Percentages. (fSection 2.05(c) within ten days after the Accounting Firm’s determination. The Vendors’ Delegate shall invoice parties acknowledge and agree that in the Purchaser for any Earn-Out Payments and Royalties payable once the amount of event that any such Earn-Out Payments and/or Royalties have been finally determined in accordance with disagreement is referred to the terms of this Section 2.8. If any portion of any Earn-Out Payments and/or Royalties remains to be determined by the Parties or is subject to dispute in accordance with the terms of this Section 2.8Accounting Firm for resolution, the Parties acknowledge that the Vendors’ Delegate Accounting Firm shall be entitled required to issue an invoice for any portion maintain the confidentiality of such Earn-Out Payments and/or Royalties confidential or proprietary business information of Purchaser or its subsidiaries as may be provided to the Accounting Firm in order to evaluate and resolve such dispute, and that do not remain nothing in this Agreement shall entitle the Representative or any Stockholder to be so determinedreceive any confidential or proprietary business information of Purchaser or its subsidiaries. For Notwithstanding anything to the avoidance of doubt, the Vendors’ Delegate shall only invoice the Purchaser for the portion of any Earn-Out Payments or Royalties contrary in dispute after such dispute is settled and the applicable portion of such Earn-Out Payment or Royalty is finally determined and failure to issue the invoice due to any dispute shall not prejudice the Vendors or the Vendors’ Delegate in any manner. Subject to and in accordance with this Agreement, any Earn-Out Payments and the Royalties payable by the Purchaser shall be paid within [**] have the sole and exclusive authority to operate the business of the date of Company from and after the invoice delivered by the Vendors’ Delegate (each payment date, the “Earn-Out Payment Pay Closing Date” or “Royalty Pay Date”, as applicable). (g) The Contingent Consideration shall be payable by the Purchaser or its Affiliates regardless of whether the Purchaser or its Affiliates undertakes any corporate or other bona fide reorganization, and references to the Corporation in this Section 2.8 shall be deemed to include any Person which owns or controls the ARTMS Technology.

Contingent Consideration. (a) The Vendors Commencing with the date the Product is first commercially sold and until the last to expire of any Valid Claim of any of the Patents licensed under the License Agreement, as applicable (the “Royalty Period”), each Seller shall be entitled to be paid by receive within [ * ] after the Purchaser end of each calendar year during the earn-out Royalty Period a payment equal to [ * ] of the Annual Net Sales of such Product made during such calendar year (such payments (collectively, the “Earn-Out Royalty Payments”), . The determination as additional consideration for to the sale and transfer calculation of the Purchased SharesRoyalty Payments shall be reasonably made by Purchaser’s Board of Directors, based on the achievement of the Earn-Out Milestones in accordance with the terms set out in Schedule 2.8.1(A). The Parties acknowledge that the Earn-Out Payments are intended to be adjustments to the Purchase Price of the Purchased Shares to reflect the underlying goodwill of the Business, the value of which cannot be accurately determined by the Parties on or before Closing Dateits reasonable discretion. (b) In additionConcurrently with each Royalty Payment made hereunder, Purchaser shall submit to Sellers a written statement of account, which statement shall show (i) the Vendors shall be entitled to be paid by Annual Net Sales in a manner consistent with the Purchaser royalties definition thereof, and sharing payments (ii) the manner in which the Royalty Payment was calculated (the “RoyaltiesRoyalty Statement”), as additional consideration for the sale and transfer of the Purchased Shares, in accordance with the terms set out in Schedule 2.8.1(B), and as further delineated therein. (c) The determination For [ * ] following the submission of whether any Earn-Out Payments a Royalty Statement, Sellers and their agents and representatives shall have the right upon written request to conduct reasonable inspection and audit of Purchaser’s relevant books and records for the sole purpose of verifying the accuracy of the Royalty Statements, provided that: (i) such written request must be reasonable; (ii) Purchaser shall receive reasonable advance notice of such request; (iii) such inspection or Royalties audit shall take place during Purchaser’s regular business hours and at the place where such books and records are payable maintained; (iv) Purchaser may demand that the Sellers, their agents and representative will execute a nondisclosure agreement in a form reasonably satisfactory to Purchaser prior to such inspection or audit; and (v) in no event shall Purchaser be based on the terms of this Section 2.8, the applicable Schedule (2.8.1(a) or 2.8.1(b)) and the applicable terms of this Agreement. (d) All Earn-Out Payments and Royalties due and owing required to the Vendors shall only be payable in cash, such payment provide access to be in US dollars. (e) Any agreed Contingent Consideration shall be payable to the Paying Agent, by wire transfer of immediately available funds to the account specified by the Paying Agent, to the Purchaser, for distribution by the Paying Agent amongst the Vendors in accordance with their respective Designated Percentages. (f) The Vendors’ Delegate shall invoice the Purchaser for any Earn-Out Payments and Royalties payable once the amount of any such Earn-Out Payments and/or Royalties have been finally determined in accordance with the terms of this Section 2.8. If any portion of any Earn-Out Payments and/or Royalties remains to be determined by the Parties or information that is subject to dispute in accordance with the terms of this Section 2.8, the Parties acknowledge that the Vendors’ Delegate attorney-client privilege. Any such inspection or audit by Sellers shall be entitled to issue an invoice for any portion of such Earn-Out Payments and/or Royalties that do not remain to be so determined. For the avoidance of doubt, the Vendors’ Delegate shall only invoice the Purchaser for the portion of any Earn-Out Payments or Royalties in dispute after such dispute is settled and the applicable portion of such Earn-Out Payment or Royalty is finally determined and failure to issue the invoice due to any dispute shall not prejudice the Vendors or the Vendors’ Delegate in any manner. Subject to and in accordance with this Agreement, any Earn-Out Payments and the Royalties payable by the Purchaser shall be paid within [**] of the date of the invoice delivered by the Vendors’ Delegate (each payment date, the “Earn-Out Payment Pay Date” or “Royalty Pay Date”, as applicable)at their sole expense. (g) The Contingent Consideration shall be payable by the Purchaser or its Affiliates regardless of whether the Purchaser or its Affiliates undertakes any corporate or other bona fide reorganization, and references to the Corporation in this Section 2.8 shall be deemed to include any Person which owns or controls the ARTMS Technology.

Contingent Consideration. (a) The Vendors As soon as practicable, but in any event no later than 90 days following each of December 31, 2002, 2003, and 2004, the Buyer (i) shall be entitled to be paid by prepare in accordance with GAAP, applied on a basis consistent with the Purchaser Financial Statements, a statement derived from the earn-out payments audited financial statements of the Buyer (the “"EARN-OUT STATEMENT") of the Business EBITDA (as defined below) for each such full fiscal year (such one-year periods each being an "EARN-OUT PERIOD"), and (ii) shall deliver each Earn-Out Payments”)Statement to the Sellers' Representative. The Buyer shall, as additional consideration for and shall cause the sale Buyer's accountant, to provide access to the Sellers' Representative and transfer of the Purchased Shares, based on Sellers' accountant any and all work papers used in the achievement preparation of the Earn-Out Milestones in accordance with Statements. The Sellers' Representative shall have forty-five (45) days after receipt of any Earn-Out Statement (except for the terms set out in Schedule 2.8.1(AFinal Earn-Out Statement) ("PRELIMINARY DISPUTE PERIOD") to dispute any or all amounts or elements of such Earn-Out Statement ("PRELIMINARY DISPUTE"). The Parties acknowledge that Sellers' Representative shall provide to the Buyer, prior to the end of the Preliminary Dispute Period, written notice of the Preliminary Dispute (a "PRELIMINARY DISPUTE NOTICE"), setting forth in reasonable detail the amounts and elements with which it disagrees. If the Sellers' Representative does not deliver a Preliminary Dispute Notice to the Buyer prior to the end of each Preliminary Dispute Period, the Earn-Out Payments are intended to Statement for such Earn-Out Period shall be adjustments final and binding upon the Sellers in the form in which it was delivered to the Purchase Price Sellers' Representative and no amounts in such Earn-Out Statement may be disputed by the Sellers in the Final Dispute Notice. The Sellers' Representative shall have forty-five (45) days after receipt of the Purchased Shares Earn-Out Statement prepared for the fiscal year ended December 31, 2004 (the "FINAL EARN-OUT STATEMENT") (such period, the "FINAL DISPUTE PERIOD") to reflect the underlying goodwill dispute any or all amounts or elements of the BusinessFinal Earn-Out Statement and the items set forth in a Preliminary Dispute Notice with respect to any Preliminary Dispute Periods (a "DISPUTE"), but no Dispute can be based on the proper application of accounting policies and practices that are in accordance with GAAP and are applied on a basis consistent with the Financial Statements. If the Sellers' Representative determines to pursue a Dispute, the value Sellers' Representative shall provide to the Buyer, prior to the end of the Final Dispute Period, written notice of the Dispute (a "DISPUTE NOTICE"), setting forth in reasonable detail the amounts and elements with which cannot be accurately determined it disagrees, and any Dispute by the Parties on or before Closing DateSellers' Representative shall be limited to the matters included by the Sellers' Representative in the Dispute Notice and any Preliminary Dispute Notice previously delivered to the Buyer. If the Sellers' Representative does not deliver a Dispute Notice to Buyer prior to the end of the Final Dispute Period, the Final Earn-Out Statement shall be final and binding upon the Sellers in the form in which it was delivered to the Sellers' Representative. (b) In additionIf the Sellers' Representative shall have delivered to the Buyer a Dispute Notice prior to the end of the Dispute Period, the Vendors Sellers' Representative and the Buyer shall be entitled attempt to be paid by resolve the Purchaser royalties Dispute and sharing payments (agree in writing upon the “Royalties”), as additional consideration for the sale and transfer final content of the Purchased Shares, in accordance with the terms set out in Schedule 2.8.1(B), and as further delineated therein. (c) The determination of whether any Final Earn-Out Payments or Royalties are payable shall be based on the terms of this Section 2.8, the applicable Schedule Statement within fifteen (2.8.1(a15) or 2.8.1(b)) and the applicable terms of this Agreement. (d) All Earn-Out Payments and Royalties due and owing to the Vendors shall only be payable in cash, such payment to be in US dollars. (e) Any agreed Contingent Consideration shall be payable to the Paying Agent, by wire transfer of immediately available funds to the account specified days following delivery by the Paying Agent, to the Purchaser, for distribution by the Paying Agent amongst the Vendors in accordance with their respective Designated Percentages. (f) The Vendors’ Delegate shall invoice the Purchaser for any Earn-Out Payments and Royalties payable once the amount Sellers' Representative of any such Earn-Out Payments and/or Royalties have been finally determined in accordance with the terms of this Section 2.8. If any portion of any Earn-Out Payments and/or Royalties remains to be determined by the Parties or is subject to dispute in accordance with the terms of this Section 2.8, the Parties acknowledge that the Vendors’ Delegate shall be entitled to issue an invoice for any portion of such Earn-Out Payments and/or Royalties that do not remain to be so determined. For the avoidance of doubt, the Vendors’ Delegate shall only invoice the Purchaser for the portion of any Earn-Out Payments or Royalties in dispute after such dispute is settled and the applicable portion of such Earn-Out Payment or Royalty is finally determined and failure to issue the invoice due to any dispute shall not prejudice the Vendors or the Vendors’ Delegate in any manner. Subject to and in accordance with this Agreement, any Earn-Out Payments and the Royalties payable by the Purchaser shall be paid within [**] of the date of the invoice delivered by the Vendors’ Delegate (each payment date, the “Earn-Out Payment Pay Date” or “Royalty Pay Date”, as applicable). (g) The Contingent Consideration shall be payable by the Purchaser or its Affiliates regardless of whether the Purchaser or its Affiliates undertakes any corporate or other bona fide reorganization, and references to the Corporation in this Section 2.8 shall be deemed to include any Person which owns or controls the ARTMS Technology.the

Contingent Consideration. (a) The Vendors Buyer shall be entitled pay to be paid by the Purchaser the earn-out payments (the “Earn-Out Payments”), Seller as additional consideration for hereunder a percentage of Net Sales of all Subject Products in the sale and transfer of the Purchased SharesTerritory in each Calendar Year as set forth on Schedule 2.3.2(a) (each, based on the achievement of the Earn-Out Milestones in accordance with the terms set out in Schedule 2.8.1(Aa “Contingent Payment”). The Parties acknowledge that the Earn-Out Payments are intended to be adjustments to the Purchase Price of the Purchased Shares to reflect the underlying goodwill of the Business, the value of which cannot be accurately determined by the Parties on or before Closing Date. (b) Buyer shall pay Seller the applicable Contingent Payments within 30 calendar days after the end of each Calendar Quarter. All calculations of Contingent Payments shall be subject to quarterly adjustments by Buyer following the preparation of its unaudited quarterly financial statements as follows: (i) In additionthe event Buyer determines that it made Contingent Payments to Seller in respect of any prior Calendar Quarter in excess of the correct Contingent Payment applicable thereto, the Vendors Buyer shall promptly advise Seller of its determination and, subject to Section 2.3.4(g) below, shall be entitled to be paid by deduct the Purchaser royalties and sharing payments (amount of such overpayments from the “Royalties”), as additional consideration Contingent Payments due to Seller for the sale and transfer following Calendar Quarter (and, if applicable, successive Calendar Quarters until the amount of the Purchased Sharesoverpayment has been reduced to $0). (ii) In the event Buyer determines that additional Contingent Payments are due to Seller in respect of the Contingent Payments applicable to any prior Calendar Quarter, in accordance then it shall promptly advise Seller of its determination and, subject to Section 2.3.4(g) below, pay over such amounts to Seller no later than (A) 30 calendar days following Buyer’s filing of its unaudited quarterly financial statements with the terms set out in Schedule 2.8.1(B)U.S. Securities and Exchange Commission or (B) if Buyer is not required to file financial statements with the U.S. Securities and Exchange Commission, and as further delineated thereinno later than 75 calendar days following the end of the Calendar Quarter for which such Contingent Payments are payable. (c) The determination In addition to quarterly adjustments pursuant to Section 2.3.2(b), all calculations of whether any Earn-Out Contingent Payments or Royalties are payable shall be based on subject to an annual adjustment by Buyer following the terms preparation of this its audited annual financial statements as follows: (i) In the event that, after giving effect to any adjustments made pursuant to Section 2.82.3.2(b), Buyer determines that it made Contingent Payments to Seller in respect of any prior Calendar Year in excess of the correct Contingent Payment applicable Schedule thereto, Buyer shall promptly advise Seller of its determination and, subject to Section 2.3.4(g) below, shall be entitled to deduct the amount of such overpayments from the Contingent Payments due to Seller for the first Calendar Quarter following such Calendar Year (2.8.1(aand, if applicable, successive Calendar Quarters until the amount of the overpayment has been reduced to $0). (ii) In the event that, after giving effect to any adjustments made pursuant to Section 2.3.2(b), Buyer determines that additional Contingent Payments are due to Seller in respect of the Contingent Payments applicable to any prior Calendar Year, then it shall promptly advise Seller of its determination and, subject to Section 2.3.4(g) below, pay over such amounts to Seller no later than (A) 30 calendar days following Buyer’s filing of its audited annual financial statements with the U.S. Securities and Exchange Commission or 2.8.1(b)(B) if Buyer is not required to file financial statements with the U.S. Securities and Exchange Commission, no later than 90 calendar days following the applicable terms end of this Agreementthe Calendar Year for which such Contingent Payments are payable. (d) All Earn-Out Payments and Royalties due and owing Buyer shall use good faith Diligent Efforts to Exploit the Vendors shall only be payable Subject Products in cash, such payment to be in US dollarsthe Territory. (e) Any agreed Contingent Consideration shall be payable to the Paying Agent, by wire transfer of immediately available funds to the account specified by the Paying Agent, to the Purchaser, for distribution by the Paying Agent amongst the Vendors in accordance with their respective Designated Percentages. (f) The Vendors’ Delegate shall invoice the Purchaser for any Earn-Out Payments and Royalties payable once the amount of any such Earn-Out Payments and/or Royalties have been finally determined in accordance with the terms of this Section 2.8. If any portion of any Earn-Out Payments and/or Royalties remains to be determined by the Parties or is subject to dispute in accordance with the terms of this Section 2.8, the Parties acknowledge that the Vendors’ Delegate shall be entitled to issue an invoice for any portion of such Earn-Out Payments and/or Royalties that do not remain to be so determined. For the avoidance of doubt, the Vendors’ Delegate shall only invoice the Purchaser for the portion of any Earn-Out Payments or Royalties in dispute after such dispute is settled and the applicable portion of such Earn-Out Payment or Royalty is finally determined and failure to issue the invoice due to any dispute shall not prejudice the Vendors or the Vendors’ Delegate in any manner. Subject to and in accordance with this Agreement, any Earn-Out Payments and the Royalties payable by the Purchaser shall be paid within [**] of the date of the invoice delivered by the Vendors’ Delegate (each payment date, the “Earn-Out Payment Pay Date” or “Royalty Pay Date”, as applicable). (g) The Contingent Consideration shall be payable by the Purchaser or its Affiliates regardless of whether the Purchaser or its Affiliates undertakes any corporate or other bona fide reorganization, and references to the Corporation in this Section 2.8 shall be deemed to include any Person which owns or controls the ARTMS Technology.

Contingent Consideration. An earnout may be earned by Seller as, and to the extent provided for, in this Section 2.07, and, if earned, shall be paid by Buyer to Seller following the Earnout Period as provided for in this Section 2.07 (such earnout, the “Revenue Earnout”): (a) The Vendors Within forty-five (45) days after the expiry of the Earnout Period, Buyer will use reasonable efforts to provide Seller with a preliminary draft of the Earnout Notice (defined below) with the understanding that such preliminary notice is for Seller’s information and subject to change as Buyer finalizes its end-of-fiscal-year accounting. Not later than ninety (90) days after the expiry of each Earnout Period, Buyer will provide Seller with written notice (the “Earnout Notice”) setting forth: (i) Buyer's computation of Revenue for the applicable Earnout Period; (ii) Buyer's computation of the Gross Profit Margin for the applicable Earnout Period; and (iii) whether any applicable Earnout Consideration was earned during the applicable Earnout Period (collectively, the “Earnout Calculations”). (b) Upon the receipt by Seller of an Earnout Notice, Seller shall have a period of twenty (20) days to review the Earnout Notice and may have the same verified by independent accountants and other Representatives selected by Seller. Seller and its Representatives shall be entitled to be paid by perform reasonable procedures (including review of the Purchaser accounting records of the earn-out payments (Buyer and supporting such calculations and other materials as they may reasonably request) and to take any other reasonable steps that Seller and its Representatives deem appropriate to confirm that the “Earn-Out Payments”), as additional consideration amount of the Earnout Calculations for the sale and transfer of applicable Earnout Period set forth in the Purchased Shares, based on the achievement of the Earn-Out Milestones Earnout Notice has been prepared in accordance with the terms set out in Schedule 2.8.1(A)of this Agreement. The Parties acknowledge that For the Earn-Out Payments are intended to be adjustments avoidance of doubt, reasonable procedures and reasonable requests include full access to the Purchase Price relevant books and records of Xxxxx, the personnel of, and work papers prepared by, Xxxxx and/or Xxxxx's Accountants to the extent that they relate to the Earnout Calculations and to such historical financial information (to the extent in Buyer's possession) relating to the Earnout Calculations. Buyer will provide materials requested by Seller within three (3) Business Days of Seller’s request. If Seller shall have any objections to the calculation of the Purchased Shares Earnout Calculations set forth in the Earnout Notice, Seller shall deliver to reflect the underlying goodwill Buyer, within twenty (20) days from its receipt of the Business, the value of which cannot be accurately determined by the Parties on or before Closing Date. (b) In addition, the Vendors shall be entitled to be paid by the Purchaser royalties and sharing payments Earnout Notice (the “RoyaltiesEarnout Objection Period”), as additional consideration for a written statement (the sale and transfer “Earnout Objection Notice”) setting forth the component or components of the Purchased SharesEarnout Notice that are in dispute, the basis of such dispute and, if known, the amount proposed as an adjustment. The failure of Seller to deliver an Earnout Objection Notice within the twenty (20) day period hereinabove provided shall constitute the acceptance by Seller of the calculations and determinations made by Buyer as set forth in the Earnout Notice, whereupon such amounts shall be final, binding and conclusive for all purposes hereunder. Notwithstanding any dispute or objection, undisputed amounts of the Earnout Consideration shall be paid in accordance with the terms set out in Schedule 2.8.1(BSection 2.07(i), and as further delineated therein. (c) The determination If Seller delivers an Earnout Objection Notice, Seller and Buyer shall in good faith attempt to resolve any such dispute and, if the parties so resolve all such disputes, then the computation of whether any Earn-Out Payments or Royalties are payable the Earnout Calculations set forth in the Earnout Notice for the applicable Earnout Period as resolved by the parties, shall be based conclusive and binding on the terms parties upon written acknowledgement of this Section 2.8such resolution. If Seller and Buyer fail to resolve all of the items in dispute within fifteen (15) days after Seller's delivery of the Earnout Objection Notice to Buyer (or such longer period as they may mutually agree in writing), then either party may elect to submit any remaining disputed items to an independent third-party arbitrator mutually acceptable to Buyer and Seller who shall be qualified by experience and training to arbitrate commercial disputes (the applicable Schedule (2.8.1(a“Earnout Expert”) or 2.8.1(b)) who shall be retained to review promptly the Earnout Calculations set forth in the Earnout Notice and the applicable terms disputed items or amounts; provided, however, that if the Buyer and Seller are unable to mutually agree on an individual to act as the Earnout Expert within five (5) Business Days after Buyer or Seller elects to submit the dispute to arbitration, then each of this AgreementBuyer and Seller shall each designate an independent third-party arbitrator and such designees shall promptly (and in any event within ten (10) days) select an individual to act as the Earnout Expert. (d) All Earn-Out Payments and Royalties due and owing If any disputed items are referred to the Vendors Earnout Expert, the parties shall cooperate in good faith with the determination process and the Earnout Expert’s requests for information, including providing the Earnout Expert with information as promptly as practicable after its request therefor. Each party shall be entitled to receive copies of all materials provided by the other to the Earnout Expert in connection with the determination process. In making its determination on the disputed items, the Earnout Expert shall make such determinations (i) only in accordance with the standards set forth in this Agreement, (ii) only with respect to the disputed items submitted to the Earnout Expert and no other items, (iii) on a disputed item by disputed item basis (i.e., not in the aggregate), and (iv) where the result of the Earnout Expert’s determination for such disputed item is neither greater than nor less than the amounts presented by the parties to the Earnout Expert with respect to the item in dispute. In connection with the Earnout Expert’s review, the Earnout Expert shall have the right to engage an independent accounting firm. The determination of the Earnout Expert shall be payable final, conclusive and binding on the parties, absent manifest error. The parties shall instruct the Earnout Expert to provide its determination in cash, writing to the parties within thirty (30) days of the date it is engaged on such payment to be in US dollarsproject. Neither party shall have any ex parte conversations or meetings with the Earnout Expert without the prior written consent of the other party. (e) Any agreed Contingent The Earnout Calculations for the applicable Earnout Period, and the earning of the applicable Earnout Consideration therefrom, either as accepted or deemed to have been accepted by Seller or as adjusted and resolved in the manner herein provided, shall fix the Earnout Calculations for the applicable Earnout Period and the earning of the Earnout Consideration determined therefrom. Each party shall bear its own expenses and the fees and expenses of its own Representatives, including its independent accountants, in connection with the preparation, review, dispute (if any) and final determination of the Earnout Calculations for the applicable Earnout Period, and the earning of any Earnout Consideration calculated therefrom. (f) If the Revenue for the First Earnout Period is: (A) equal to or greater than one hundred percent (100%) of the Initial Revenue Target, and the Gross Profit Margin is above the Gross Profit Margin Threshold, then Seller shall be entitled to receive one hundred percent (100%) of the Initial Earnout Consideration; or (B) less than the Initial Revenue Target, but the Gross Profit Margin is above the Gross Profit Margin Threshold, then the Initial Earnout Consideration shall be payable an amount equal to the Paying AgentRevenue Percentage of the Initial Earnout Consideration. (g) If the Revenue for the Second Earnout Period is: (A) (i) equal to or greater than one hundred percent (100%) of the Year-Two Revenue Target, and the Gross Profit Margin above the Gross Profit Margin Threshold, then Seller shall be entitled to receive one hundred percent (100%) of the Year-Two Earnout Consideration; or (B) less than the Year-Two Revenue Target, but the Gross Profit Margin is above the Gross Profit Margin Threshold, then the Year-Two Earnout Consideration shall be an amount equal to the Revenue Percentage of Year-Two Earnout Consideration. (h) For the avoidance of doubt, Seller will not be entitled to Earnout Consideration for an applicable Earnout Period if the Revenue during an Earnout Period does not exceed the Gross Profit Margin Threshold. Further, Revenue realized during the First Earnout Period shall not, under any circumstance, be applied toward the Earnout Consideration for the Second Earnout Period. (i) Following the Earnout Period, within five (5) Business Days after the date that is the earlier of (i) the acceptance of the Earnout Notice and the date on which written agreement in respect of any amount of the Revenue Earnout is reached or a determination is made in accordance with Section 2.07(c) or with Section 2.07(d), Buyer shall pay to Seller all undisputed portions of the Earnout Consideration, if any, as follows: (a) the portion of the Earnout Consideration paid in cash shall be paid by wire transfer of immediately available funds to the account specified accounts identified by the Paying Agent, Seller at least three (3) days prior to the Purchaser, for distribution expiration of the applicable Earn-Out Period; and (b) the portion of the Earnout Consideration to be paid in Earnout Shares will be issued to Seller by the Paying Agent amongst the Vendors in accordance with their respective Designated PercentagesBuyer. (fj) The Vendors’ Delegate shall invoice Seller acknowledges and agrees that Buyer may make from time to time such business decisions as it deems appropriate, in its sole discretion and in good faith, in the Purchaser for any conduct of the business of Buyer and its Subsidiaries, including actions that may have an impact on Buyer's Revenue and/or the Earn-Out Payments and Royalties payable once the amount of Consideration. Seller will have no right(s) to claim any such lost Earn-Out Payments and/or Royalties have been finally determined Consideration or other damages as a result of such decisions so long as the actions were not taken by Buyer in accordance with bad faith for the terms principal purpose of frustrating provisions of this Section 2.8. If any portion of any Earn-Out Payments and/or Royalties remains to be determined by the Parties or is subject to dispute in accordance with the terms of this Section 2.8, the Parties acknowledge that the Vendors’ Delegate shall be entitled to issue an invoice for any portion of such Earn-Out Payments and/or Royalties that do not remain to be so determined. For the avoidance of doubt, the Vendors’ Delegate shall only invoice the Purchaser for the portion of any Earn-Out Payments or Royalties in dispute after such dispute is settled and the applicable portion of such Earn-Out Payment or Royalty is finally determined and failure to issue the invoice due to any dispute shall not prejudice the Vendors or the Vendors’ Delegate in any manner. Subject to and in accordance with this Agreement, any Earn-Out Payments and the Royalties payable by the Purchaser shall be paid within [**] of the date of the invoice delivered by the Vendors’ Delegate (each payment date, the “Earn-Out Payment Pay Date” or “Royalty Pay Date”, as applicable)2.07. (g) The Contingent Consideration shall be payable by the Purchaser or its Affiliates regardless of whether the Purchaser or its Affiliates undertakes any corporate or other bona fide reorganization, and references to the Corporation in this Section 2.8 shall be deemed to include any Person which owns or controls the ARTMS Technology.

Contingent Consideration. (a) The Vendors shall be entitled to be paid by the Purchaser the earn-out payments (the “Earn-Out Payments”), as As additional consideration for the sale and transfer Assets, in the event that, on or before September 21, 1997, the Buyer or any subsidiary of the Purchased Buyer, in its sole and absolute discretion, enters into a binding agreement (the "Scripps Agreement") to provide ultrasound and non-invasive cardiovascular procedures to Scripps Health System ("Scripps"), the Buyer shall cause DHS, and DHS hereby agrees, to issue to the Seller (or, if the transactions contemplated by that certain Stock Purchase Agreement of even date herewith by and among DHS, DHS Management Services, Inc., and the Stockholder (the "Stock Purchase Agreement") have been consummated, then to the Stockholder), within thirty (30) days after the execution and delivery of the Scripps Agreement by all parties thereto, a warrant to purchase a number of shares of common stock of DHS ("Warrant Shares") equal to 10% of the number of dollars that the Buyer and the Stockholder agree in good faith to be the estimated gross revenues to be received by the Buyer and/or its subsidiaries under the Scripps Agreement during the first twelve months of the Scripps Agreement. The exercise price for the Warrant Shares under any warrant hereunder shall, subject to adjustment as provided in the warrant, be equal to the last reported sale price of the common stock of DHS ("Common Stock") on the date on which the Scripps Agreement is fully executed and delivered, and the warrant shall be in substantially the form of Exhibit A --------- annexed hereto (with all blanks appropriately completed). In the event and to the extent that the actual gross revenues received by the Buyer and its subsidiaries under the Scripps Agreement during the first twelve months of the Scripps Agreement are greater or less than the estimated gross revenues utilized to calculate the initial number of Warrant Shares, based on then the achievement parties shall, in good faith, within ninety (90) days after the close of the Earn-Out Milestones first twelve months under the Scripps Agreement, adjust the number of Warrant Shares (up or down) by a number equal to 10% (or such adjusted percentage, in accordance with Section 3.2(b) below, as was originally utilized to calculate the terms set out in Schedule 2.8.1(A). The Parties acknowledge that the Earn-Out Payments are intended to be adjustments to the Purchase Price number of Warrant Shares) of the Purchased Shares to reflect dollar difference between such actual gross revenues and the underlying goodwill of the Business, the value of which cannot be accurately determined by the Parties on or before Closing Dateestimated gross revenues. (b) In additionthe event that, at any time and from to time from and after the Vendors date hereof, there shall occur any stock split, recapitalization or other subdivision of the outstanding Common Stock, or the payment of a stock dividend in respect of the outstanding Common Stock, or any combination, consolidation, reverse stock split or other such event relating to the outstanding Common Stock, then the 10% number set forth in Section 3.2(a) above shall be proportionately adjusted (on an arithmetic basis) to correspond to the increase or decrease in the number of outstanding shares of Common Stock arising by reason of such event. Further, in the event of any merger, consolidation or other such transaction in which DHS (or any successor thereto) is not the surviving corporation, then the warrant hereunder shall be with respect to an amount of securities or other property which the warrantholder would have been entitled to be paid by receive upon such merger, consolidation or other such transaction had the Purchaser royalties and sharing payments (the “Royalties”), as additional consideration for the sale and transfer of the Purchased Shares, warrant been exercised in accordance with the terms set out in Schedule 2.8.1(B), and as further delineated therein. (c) The determination of whether any Earn-Out Payments or Royalties are payable shall be based on the terms of this Section 2.8, the applicable Schedule (2.8.1(a) or 2.8.1(b)) and the applicable terms of this Agreement. (d) All Earn-Out Payments and Royalties due and owing full immediately prior to the Vendors shall only be payable in cash, such payment to be in US dollars. (e) Any agreed Contingent Consideration shall be payable to the Paying Agent, by wire transfer of immediately available funds to the account specified by the Paying Agent, to the Purchaser, for distribution by the Paying Agent amongst the Vendors in accordance with their respective Designated Percentages. (f) The Vendors’ Delegate shall invoice the Purchaser for any Earn-Out Payments and Royalties payable once the amount of any such Earn-Out Payments and/or Royalties have been finally determined in accordance with the terms of this Section 2.8. If any portion of any Earn-Out Payments and/or Royalties remains to be determined by the Parties or is subject to dispute in accordance with the terms of this Section 2.8, the Parties acknowledge that the Vendors’ Delegate shall be entitled to issue an invoice for any portion effective date of such Earn-Out Payments and/or Royalties that do not remain to be so determined. For the avoidance of doubtmerger, the Vendors’ Delegate shall only invoice the Purchaser for the portion of any Earn-Out Payments or Royalties in dispute after such dispute is settled and the applicable portion of such Earn-Out Payment or Royalty is finally determined and failure to issue the invoice due to any dispute shall not prejudice the Vendors or the Vendors’ Delegate in any manner. Subject to and in accordance with this Agreement, any Earn-Out Payments and the Royalties payable by the Purchaser shall be paid within [**] of the date of the invoice delivered by the Vendors’ Delegate (each payment date, the “Earn-Out Payment Pay Date” or “Royalty Pay Date”, as applicable). (g) The Contingent Consideration shall be payable by the Purchaser or its Affiliates regardless of whether the Purchaser or its Affiliates undertakes any corporate consolidation or other bona fide reorganization, and references to the Corporation in this Section 2.8 shall be deemed to include any Person which owns or controls the ARTMS Technologytransaction.

Contingent Consideration. An earnout may be earned by the Sellers as, and to the extent provided for, in this Section 2.06, and, if earned, shall be paid by Buyer to the Sellers following the Earnout Period as provided for in this Section 2.06 (such earnout, the “Revenue Earnout”): (a) Within ninety (90) days after the expiry of each Earnout Period, Buyer will provide the Sellers with written notice (the "Earnout Notice") setting forth: (i) Buyer's computation of Buyer's Revenue for the applicable Earnout Period; (ii) in the event Buyer does not meet the applicable Revenue Target, Buyer's computation of the Revenue Percentage for the applicable Earnout Period; and (iii) whether any applicable Earnout Consideration was earned during the applicable Earnout Period (collectively, the "Earnout Calculations"). (b) Upon the receipt by the Sellers of an Earnout Notice, the Sellers shall have a period of thirty (30) days to review the Earnout Notice and may have the same verified by independent accountants and other Representatives as mutually selected by them. The Vendors shall Sellers and their Representatives will be entitled to be paid by perform reasonable procedures (including review of the Purchaser accounting records of the earn-out payments (Company and supporting such calculations and other materials as they may reasonably request) and to take other reasonable steps to confirm that the “Earn-Out Payments”), as additional consideration amount of the Earnout Calculations for the sale and transfer of applicable Earnout Period set forth in the Purchased Shares, based on the achievement of the Earn-Out Milestones Earnout Notice has been prepared in accordance with the terms set out in Schedule 2.8.1(A)of this Agreement. The Parties acknowledge that the Earn-Out Payments are intended to be adjustments If Sellers shall have reasonable objections to the Purchase Price calculation of the Purchased Shares Earnout Calculations set forth in the Earnout Notice, Sellers shall deliver to reflect the underlying goodwill Buyer, within thirty (30) days from his receipt of the Business, the value of which cannot be accurately determined by the Parties on or before Closing Date. (b) In addition, the Vendors shall be entitled to be paid by the Purchaser royalties and sharing payments Earnout Notice (the “RoyaltiesEarnout Objection Period”), as additional consideration for a written statement (the sale and transfer “Earnout Objection Notice”) setting forth the component or components of the Purchased SharesEarnout Notice that are in dispute, the basis of such dispute and, if known, the amount proposed as an adjustment. The failure of Sellers to deliver an Earnout Objection Notice within the thirty (30) day period hereinabove provided shall constitute the acceptance by Sellers of the calculations and determinations made by Buyer as set forth in accordance with the terms set out in Schedule 2.8.1(B)Earnout Notice, whereupon such amounts shall be final, binding and as further delineated thereinconclusive for all purposes hereunder. (c) The determination If the Sellers delivers an Earnout Objection Notice, the Sellers and the Buyer shall in good faith attempt to resolve any such dispute and, if the parties so resolve all such disputes, then the computation of whether any Earn-Out Payments or Royalties are payable the Earnout Calculations set forth in the Earnout Notice for the applicable Earnout Period as resolved by the parties, shall be based conclusive and binding on the terms parties upon written acknowledgement of this Section 2.8such resolution. If the Sellers and Buyer fail to resolve all of the items in dispute within thirty (30) days after the Sellers’ delivery of the Earnout Objection Notice to the Buyer (or such longer period as they may mutually agree in writing), the applicable Schedule (2.8.1(a) or 2.8.1(b)) then either party may elect to submit any remaining disputed items to an independent third-party arbitrator mutually acceptable to Buyer and the applicable terms Sellers who shall be qualified by experience and training to arbitrate commercial disputes (the “Earnout Expert”) who shall be retained to review promptly the Earnout Calculations set forth in the Earnout Notice and the disputed items or amounts; provided, however, that if the Buyer and the Sellers are unable to mutually agree on an individual to act as the Earnout Expert within five (5) Business Days after Buyer or the Sellers elects to submit the dispute to arbitration, then each of this AgreementBuyer and the Sellers shall each designate an independent third-party arbitrator and such designees shall promptly (and in any event within ten (10) days) select an individual to act as the Earnout Expert. (d) All Earn-Out Payments and Royalties due and owing If any disputed items are referred to the Vendors Earnout Expert, the parties shall cooperate in good faith with the determination process and the Earnout Expert’s requests for information, including providing the Earnout Expert with information as promptly as practicable after its request therefor. Each party shall be entitled to receive copies of all materials provided by the other to the Earnout Expert in connection with the determination process. In making its determination on the disputed items, the Earnout Expert shall make such determinations (i) only in accordance with the standards set forth in this Agreement, (ii) only with respect to the disputed items submitted to the Earnout Expert and no other items, (iii) on a disputed item by disputed item basis (i.e., not in the aggregate), and (iv) where the result of the Earnout Expert’s determination for such disputed item is neither greater then nor less than the amounts presented by the parties to the Earnout Expert with respect to the item in dispute. In connection with his review the Earnout Expert shall have the right to engage an independent accounting firm. The determination of the Earnout Expert shall be payable final, conclusive and binding on the parties, absent manifest error. The parties shall instruct the Earnout Expert to provide its determination in cash, writing to the parties within thirty (30) days of the date it is engaged on such payment to be in US dollarsproject. Neither party shall have any ex parte conversations or meetings with the Earnout Expert without the prior written consent of the other party. (e) Any agreed Contingent The Earnout Calculations for the applicable Earnout Period, and the earning of the applicable Earnout Consideration therefrom, either as accepted or deemed to have been accepted by the Sellers or as adjusted and resolved in the manner herein provided, shall fix the Earnout Calculations for the applicable Earnout Period and the earning of the Earnout Consideration determined therefrom. Each party shall bear its own expenses and the fees and expenses of its own Representatives, including its independent accountants, in connection with the preparation, review, dispute (if any) and final determination of the Earnout Calculations for the applicable Earnout Period, and the earning of any Earnout Consideration calculated therefrom. (f) If the Revenue for the First Earnout Period is: (A) equal to or greater than one hundred percent (100%) of the Initial Revenue Target, then the Sellers shall be entitled to receive one hundred percent (100%) of the Initial Earnout Consideration; or (B) less than the Initial Revenue Target, then the Initial Earnout Consideration shall be payable an amount equal to the Paying AgentRevenue Percentage of the Initial Earnout Consideration. (g) If the Revenue for the Second Earnout Period is: (A) equal to or greater than one hundred percent (100%) of the Year-Two Revenue Target, then the Sellers shall be entitled to receive one hundred percent (100%) of the Year-Two Earnout Consideration; or (B) less than the Year-Two Revenue Target, then the Year-Two Earnout Consideration shall be an amount equal to the Revenue Percentage of the Year-Two Earnout Consideration. (h) Following the Earnout Period, within ten (10) Business Days after the date that is the later of (i) the acceptance of the Earnout Notice and the date on which written agreement in respect of any amount of the Revenue Earnout is reached or a determination is made in accordance with Section 2.06(d), Buyer shall pay to each Seller such Founder's Pro Rata Share the Earnout Consideration, if any, as follows: (a) the portion of the Earnout Consideration paid in cash shall be paid by wire transfer of immediately available funds to the account specified accounts identified by the Paying Agent, each Seller at least three (3) days prior to the Purchaser, for distribution expiration of the applicable Earnout Period; and (b) the portion of the Earnout Consideration to be paid in Earnout Shares will be issued to the Sellers by the Paying Agent amongst the Vendors in accordance with their respective Designated PercentagesBuyer. (fi) The Vendors’ Delegate shall invoice Sellers acknowledge and agree that Buyer may make from time to time such business decisions as it deems appropriate, in its sole discretion, in the Purchaser conduct of the business of Buyer and its Subsidiaries, including actions that may have an impact on Buyer's Revenue and/or the Earnout Consideration. The Sellers will not have any right to claim any lost Earnout Consideration or other damages as a result of such decisions, so long as the actions were not taken by Buyer in bad faith for any Earn-Out Payments and Royalties payable once the amount principal purpose of any such Earn-Out Payments and/or Royalties have been finally determined in accordance with the terms frustrating provisions of this Section 2.82.06. If any portion of any Earn-Out Payments and/or Royalties remains Buyer will provide such staffing and resourcing to be determined by support the Parties or is subject to dispute in accordance with the terms of this Section 2.8, the Parties acknowledge that the Vendors’ Delegate shall be entitled to issue an invoice for any portion of such Earn-Out Payments and/or Royalties that do not remain to be so determined. For the avoidance of doubt, the Vendors’ Delegate shall only invoice the Purchaser for the portion of any Earn-Out Payments or Royalties in dispute after such dispute is settled and the applicable portion of such Earn-Out Payment or Royalty is finally determined and failure to issue the invoice due to any dispute shall not prejudice the Vendors or the Vendors’ Delegate in any manner. Subject to and in accordance with this Agreement, any Earn-Out Payments and the Royalties payable by the Purchaser shall be paid within [**] operations of the date of the invoice delivered by the Vendors’ Delegate (each payment date, the “Earn-Out Payment Pay Date” or “Royalty Pay Date”Business, as applicable)conducted after the Closing by Buyer, that Buyer determines is reasonable under the circumstances. (gj) The Contingent Prior to the expiration of the Earnout Period, for each Founder that: (i) resigns or otherwise terminates such Founder's employment without Good Reason (as defined in the applicable Employment Agreement), or is terminated by Buyer for Cause (such Founder, a "Terminating Founder"), then, in either case, the Earnout Consideration shall will be payable reduced by the Purchaser or its Affiliates regardless of whether the Purchaser or its Affiliates undertakes any corporate or other bona fide reorganization(A) one-half (50%) for that Earnout Period, and references (B) one-half (50%) for any future Earnout Period, if and when earned; or (ii) resigns or otherwise terminates such Founder's employment for Good Reason (as defined in the applicable Employment Agreement), or is terminated by Buyer without Cause (such Founder, a "Terminated Founder"), then, in either case, one-half (50%) of the Earnout Consideration for the current Earnout Period, and one-half (50%) of the Earnout Consideration for any future Earnout Periods, will be deemed earned and the contingent right to the Corporation in this Section 2.8 shall be deemed to include any Person which owns or controls the ARTMS Technologyapplicable Earnout Consideration will accrue.

Contingent Consideration. (a1) The Vendors If the Sale Date shall occur prior to the Contingent Payment End Date, then no later than 45 Business Days following the Sale Date, or such longer period as shall be entitled reasonably necessary to be paid determine and provide an accounting for the Building Sale Net Proceeds, or at such time as otherwise mutually agreed upon by Parent and the Purchaser Former Member Representative (but, in no event on or after the earnfive-out payments year anniversary of the Closing Date or, unless Parent otherwise agrees, prior to the 20th Business Day following the Closing Date), Parent shall deliver to each former holder of Holdings Common Stock as of immediately prior to the Effective Time (the “Earn-Out PaymentsFormer Members”), as additional consideration for in the sale NYSE/AMEX Merger, a number of fully paid and transfer nonassessable shares of the Purchased Shares, based on the achievement of the Earn-Out Milestones in accordance with the terms set out in Schedule 2.8.1(A). The Parties acknowledge that the Earn-Out Payments are intended to be adjustments Parent Common Stock equal to the Purchase Price of Building Sale Exchange Ratio, rounded down to the Purchased Shares to reflect the underlying goodwill of the Business, the value of which cannot be accurately determined by the Parties on or before Closing Date. (b) In addition, the Vendors shall be entitled to be paid by the Purchaser royalties and sharing payments nearest whole share (the “RoyaltiesContingent Consideration”), provided, that if the aggregate number of shares of Parent Common Stock otherwise required to be issued pursuant to this Section 6.17 exceeds the aggregate number of shares of Parent Common Stock issued pursuant to Section 1.8(a) (such amount, as additional consideration appropriately adjusted for any stock splits, combinations, reclassifications or other similar actions occurring after the sale and transfer of Closing Date, the Purchased Shares, in accordance with the terms set out in Schedule 2.8.1(B“Contingent Consideration Cap”), and as further delineated therein. (c) The determination the aggregate number of whether any Earn-Out Payments or Royalties are payable shares to be issued pursuant to this Section 6.17 shall be based on equal to the terms of this Section 2.8, the applicable Schedule (2.8.1(a) or 2.8.1(b)) Contingent Consideration Cap and the applicable terms of this Agreement. (d) All Earn-Out Payments and Royalties due and owing to the Vendors shall only be payable in cash, such payment to be in US dollars. (e) Any agreed Contingent Consideration shall be payable to the Paying Agent, by wire transfer of immediately available funds to the account specified by the Paying Agent, to the Purchaser, for distribution by the Paying Agent amongst the Vendors in accordance with their respective Designated Percentagesreduced proportionately. (f2) The Vendors’ Delegate shall invoice the Purchaser for any Earn-Out Payments and Royalties payable once the amount of any such Earn-Out Payments and/or Royalties have been finally determined in accordance with the terms of this Section 2.8. If any portion of any Earn-Out Payments and/or Royalties remains to be determined by the Parties or is subject to dispute in accordance with the terms of this Section 2.8, the Parties acknowledge that the Vendors’ Delegate shall be entitled to issue an invoice for any portion of such Earn-Out Payments and/or Royalties that do not remain to be so determined. For the avoidance of doubt, the Vendors’ Delegate shall only invoice the Purchaser for the portion of any Earn-Out Payments or Royalties in dispute after such dispute is settled and the applicable portion of such Earn-Out Payment or Royalty is finally determined and failure Parent’s obligation to issue the invoice due to any dispute shall not prejudice the Vendors or the Vendors’ Delegate in any manner. Subject to and in accordance with this Agreement, any Earn-Out Payments and the Royalties payable by the Purchaser shall be paid within [**] of the date of the invoice delivered by the Vendors’ Delegate (each payment date, the “Earn-Out Payment Pay Date” or “Royalty Pay Date”, as applicable). (g) The Contingent Consideration shall be payable conditioned on no court or other Governmental Entity of competent jurisdiction having enacted, issued, promulgated, enforced or entered any Order (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits or imposes any penalty (other than penalties which are absolute dollar amounts, which shall be included in Building Sale Costs and which shall not, together with all other Building Sale Costs, exceed the Gross Amount) upon the payment of the Contingent Consideration. If the Contingent Consideration shall not have been issued by the Purchaser or fifth anniversary of the Closing Date, neither Parent nor any of its Affiliates regardless of whether Subsidiaries shall have any further obligation to issue the Purchaser or its Affiliates undertakes any corporate or other bona fide reorganization, and references Contingent Consideration. (3) The right to receive the Corporation in this Section 2.8 Contingent Consideration shall be deemed to include any Person which owns or controls the ARTMS Technologynon-transferable and non-assignable except by operation of Law.

Contingent Consideration. (a) The Vendors shall be entitled to be paid by the Purchaser the earn-out payments (the “Earn-Out Payments”), as additional consideration for the sale and transfer of the Purchased Shares, based on the achievement of the Earn-Out Milestones in accordance with the terms set out in Schedule 2.8.1(A). The Parties acknowledge that the Earn-Out Payments are intended to be adjustments to the Purchase Price of the Purchased Shares to reflect the underlying goodwill of the Business, the value of which cannot be accurately determined by the Parties on or before Closing Date. (b) In addition, the Vendors shall be entitled to be paid by the Purchaser royalties and sharing payments (the “Royalties”), as additional consideration for the sale and transfer of the Purchased Shares, in accordance with the terms set out in Schedule 2.8.1(B), and as further delineated therein. (c) The determination of whether any Earn-Out Payments or Royalties are payable shall be based on the terms of this Section 2.8, the applicable Schedule (2.8.1(a) or 2.8.1(b)) and the applicable terms of this Agreement. (d) All Earn-Out Payments and Royalties due and owing to the Vendors shall only be payable in cash, such payment to be in US dollars. (e) Any agreed Contingent Consideration shall be payable to the Paying Agent, by wire transfer of immediately available funds to the account specified by the Paying Agent, to the Purchaser, for distribution by the Paying Agent amongst the Vendors in accordance with their respective Designated Percentages. (f) The Vendors’ Delegate shall invoice the Purchaser for any Earn-Out Payments and Royalties payable once the amount of any such Earn-Out Payments and/or Royalties have been finally determined in accordance with the terms of this Section 2.8. If any portion of any Earn-Out Payments and/or Royalties remains to be determined by the Parties or is subject to dispute in accordance with the terms of this Section 2.8, the Parties acknowledge that the Vendors’ Delegate shall be entitled to issue an invoice for any portion of such Earn-Out Payments and/or Royalties that do not remain to be so determined. For the avoidance of doubt, the Vendors’ Delegate shall only invoice the Purchaser for the portion of any Earn-Out Payments or Royalties in dispute after such dispute is settled and the applicable portion of such Earn-Out Payment or Royalty is finally determined and failure to issue the invoice due to any dispute shall not prejudice the Vendors or the Vendors’ Delegate in any manner. Subject to and in accordance with this Agreement, any Earn-Out Payments and the Royalties payable by the Purchaser shall be paid within [**] of the date of the invoice delivered by the Vendors’ Delegate (each payment date, the “Earn-Out Payment Pay Date” or “Royalty Pay Date”, as applicable). (g) 3.4.1 The Contingent Consideration shall be payable equal to a maximum amount of EUR 5,200,000 and shall be determined in accordance with what is set out in ‎Schedule 3. 3.4.2 If any Contingent Consideration is due by the Purchaser or to the Sellers it shall be satisfied in cash on its Affiliates regardless due date in accordance with what is set out in ‎Schedule 3 by means of whether a bank transfer from the Purchaser to the account nos. * of the Sellers in the proportion set out in ‎Schedule 2. 3.4.3 If, prior to the due date of any part of the Contingent Consideration in accordance with ‎Schedule 3, the Sellers owe any amount to the Purchaser or its Affiliates undertakes any corporate of the Companies pursuant to Article 6 or any other provision of this Agreement, the Sellers shall have the right (but not the obligation) to, on the due date of such amount, pay such amount into an Escrow Account instead of to the Purchaser directly. The amounts so standing to the credit of Escrow Accounts (and interest accrued thereon) will be released from the Escrow Account and paid to the Purchaser on the date of receipt by the Sellers of payment of the next following tranche of the Contingent Consideration in accordance with ‎Schedule 3. 3.4.4 If on the due date of any part of the Contingent Consideration in accordance with Schedule 3, the Purchaser has outstanding one or more bona fide reorganizationduly substantiated Claims in accordance with Article 6 of this Agreement or a bona fide duly substantiated claim in accordance with any other provision of this Agreement, and references irrespective of whether such Claim or claim is disputed or not by the Sellers (the "Substantiated Outstanding Claims"), the Purchaser shall be entitled to pay an amount equal to the Corporation bona fide duly substantiated assessment of the amount of the Substantiated Outstanding Claims into an Escrow Account, with the remainder of the Contingent Consideration (if any) to be paid in this Section 2.8 accordance with Article ‎3.4.2. Upon (deemed) acceptance by the Sellers or upon acceptance by the competent court of a Substantiated Outstanding Claim, the amounts so accepted (and any interest accrued thereon) will within fifteen days be released from the Escrow Account and paid to the account nominated by the Purchaser. Upon withdrawal or reduction by the Purchaser of a Substantiated Outstanding Claim or upon refusal or reduction by the competent court of a Substantiated Outstanding Claim, the amounts so withdrawn, refused or reduced (and any interest accrued thereon) will within fifteen days be paid to the account nos. * of the Sellers in the proportion set out in ‎Schedule 2. This Article ‎3.4.4 shall not apply for Substantiated Outstanding Claims for which the Sellers have already set up an Escrow Account in accordance with Article ‎3.4.3. 3.4.5 In case of application of Articles ‎3.4.3 and/or ‎3.4.4, any costs or expenses relating to the opening, operating and closing of any Escrow Account will be deemed to include any Person which owns or controls borne by the ARTMS TechnologyPurchaser on the one hand and the Sellers on the other hand on a 50-50 basis.

Contingent Consideration. (a) For three consecutive Contingent Consideration Periods, additional annual payments shall be made to Company or its assigns on the conditions described herein and as a result of calculations described on Exhibit 2.10(a) attached hereto and incorporated herein (the "CONTINGENT PAYMENTS"). The Vendors Contingent Payments shall be made in cash, Parent Common Stock or a combination thereof, at Buyer's sole discretion; provided that for purposes of determining the number of shares of Parent Common Stock, if any, to be issued to Company or its assigns as part of the Contingent Payment, the per share value of Parent Common Stock shall be equal to the Per Share Value determined as of the Due Date following the Contingent Consideration Period for which any such Contingent Payment is due, without giving effect to any extension of any such Due Date; provided further that Buyer must make its election to use Parent Common Stock by giving written notice to Owners on or before the Due Date, and provided further that the aggregate value of Parent Common Stock issued in connection with Contingent Payments shall not exceed thirty percent (30%) of the aggregate value of all Contingent Payments, through and including the current Contingent Payment; and provided further that Buyer shall not be entitled to use Parent Common Stock as part of a Contingent Payment if, on the date of issuance, (i) the Parent Common Stock is not registered under Section 12 of the Securities Exchange Act, or (ii) Parent is not current in its reporting obligations under the Securities Exchange Act. The parties agree that 1/26th of the Contingent Payment shall be paid by the Purchaser the earn-out payments (the “Earn-Out Payments”), as additional consideration for the sale and transfer of the Purchased Shares, based on the achievement of the Earn-Out Milestones in accordance with the terms set out in Schedule 2.8.1(A). The Parties acknowledge that the Earn-Out Payments are intended to be adjustments Keenan pursuant to the Stock Purchase Price of the Purchased Shares to reflect the underlying goodwill of the Business, the value of which cannot be accurately determined by the Parties on or before Closing DateAgreement with him. (b) In additionWithin forty (45) days following the last day of a Contingent Consideration Period, Buyer shall provide to Owners financial statements for the Vendors Buyer and the Company for such Contingent Consideration Period (the "CONTINGENT CONSIDERATION FINANCIAL STATEMENTS"). Together with the Contingent Consideration Financial Statements, Buyer shall be entitled deliver to each Owner a written notice (a "CONTINGENT PAYMENT NOTICE") setting forth the amount of the Contingent Payment to be paid and reasonably specific details as to the manner in which the calculation of the amount due was made. If an Owner disagrees with the calculation provided by Buyer in the Purchaser royalties and sharing payments Contingent Payment Notice (a "CONTINGENT PAYMENT DISPUTE"), such Owner shall notify Buyer of the Contingent Payment Dispute in writing (the “Royalties”"DISPUTE NOTICE"), as additional consideration for specifying the sale nature and transfer amount of the Purchased SharesContingent Payment Dispute, within 45 calendar days of the date of the Contingent Payment Notice (the "Response Period"). During the Response Period, Buyer shall provide Owners and their Representatives with reasonable access to books and records of Buyer and, if possible, to the work papers of Accountants reasonably requested by Owners and their Representatives necessary to verify the determination of the amount of such Contingent Payment and the compliance by Buyer with the provisions of Exhibit 2.10(a). If Company or an assignee fails to deliver to Buyer a Dispute Notice within the Response Period, the calculation by Buyer shall be final and binding as to Company or that assignee, as applicable. Each annual Contingent Payment, if any, shall be due and payable by Buyer to Company or its assigns no later than 15 days after the expiration of the applicable Response Period (the "Due Date"), provided, however, 19 that in the event of a Contingent Payment Dispute, only the undisputed amount shall be due and payable by Buyer no later than 15 days after the expiration of the applicable Response Period, and the Due Date for any disputed amount shall automatically be extended without further action of any of the parties hereto until 15 days following the date upon which such Contingent Payment Dispute is resolved pursuant to Section 2.10(c). Buyer shall distribute any Contingent Payment to Company or its assigns. In the event of a Contingent Payment Dispute, payments under this Section 10 will be subject to interest at a rate equal to the Prime Rate, in accordance with effect on the terms set out in Schedule 2.8.1(B), Due Date of the Contingent Payment compounded annually beginning on Due Date and as further delineated thereinending on the date of payment. (c) If Company or an assignee timely delivers a Dispute Notice to Buyer, Buyer and Company or such assignee shall use the dispute resolution procedures of Section 12.6 of this Agreement to attempt to settle the dispute. (d) The determination parties agree any and all decisions regarding the conduct of whether Buyer's and the Company's operations from and after the Closing Date, including any Earn-Out Payments matters directly or Royalties are payable indirectly affecting the financial performance or prospects of Buyer or the Company (including those financial measures set forth on Exhibit 2.10(a)), shall be based on made in the sole and absolute discretion of the Board of Directors of Buyer or Company, as the case may be, without any express or implied obligation or liability to the parties or any other Person, except that Buyer and Company covenant and agree to manage their respective businesses and affairs in a manner the Board of Directors of each company believes in good faith to be in the best interests of the company and its shareholders, with the care an ordinarily prudent person in a like position would exercise under similar circumstances. (e) Buyer agrees that, in the event of any Parent Change of Control Transaction that occurs following the Closing Date and prior to the expiration of the final Contingent Consideration Period, Buyer shall use Best Efforts to cause the terms of this Section 2.8, 2.10 to be fully and equitably assumed by one or more parties to the applicable Schedule (2.8.1(a) Parent Change of Control Transaction. In the event such assumption is not obtained and Company or 2.8.1(b)) and its assigns would reasonably be projected to earn a Contingent Payment pursuant to the applicable terms of this Agreement. Section 2.10 and Exhibit 2.10(a) based on the Annualized Contribution for the Contingent Payment Period in which such Parent Change of Control Transaction occurs, Company or its assigns shall be entitled (dsubject to and consistent with the other provisions of this Section 2.10 that do not conflict with this Section 2.10(d)) All Earn-Out Payments and Royalties due and owing to a Contingent Payment in an amount equal to fifty percent (50%) of the Vendors shall only be payable in cash, such payment to be in US dollars. (e) Any agreed product of the Annualized Contribution for the Contingent Consideration Period in question multiplied by a fraction, the numerator of which is the number of completed months of the Contingent Consideration Period in question as of the closing of the Parent Change of Control Transaction and the denominator of which is 12. For example, if the Annualized Contribution for the Contingent Consideration Period in question were $10,000,000 and the closing of the Parent Change of Control Transaction occurred during the seventh month of the Contingent Consideration Period in question, Company or its assigns would be entitled to an aggregate Contingent Payment of $2,500,000, which is fifty percent of $10,000,000 multiplied by 6/12, or 1/2. Said Contingent Payment shall be payable by Parent or Buyer to Company or its assigns within fifteen (15) business days of the Paying Agentclosing of such Parent Change of Control Transaction. Thereafter, by wire transfer Buyer's obligations under this Section 2.10 shall be deemed fully performed and discharged. In the event of immediately available funds a Parent Change of Control Transaction, the provisions and obligations of Section 2.10(f) of this Agreement shall be inoperative and of no force or effect with respect to the account specified by the Paying Agent, to the Purchaser, for distribution by the Paying Agent amongst the Vendors in accordance with their respective Designated Percentagesany subsequent Buyer Change of Control Transaction or Company Change of Control Transaction. (f) The Vendors’ Delegate provisions of this Section 2.10(f) shall invoice only apply with respect to any Buyer Change of Control Transaction or Company Change of Control Transaction that occurs after the Purchaser for any Earn-Out Payments Closing Date, but before the expiration of the final Contingent Consideration Period and Royalties payable once before a Parent Change of Control Transaction. (i) Buyer agrees that, in the amount event of any such Earn-Out Payments and/or Royalties have been finally determined in accordance with Buyer Change of Control Transaction that does not also constitute a Parent Change of Control Transaction, Buyer shall use Best Efforts to cause the terms of this Section 2.8. If any portion 2.10 to be fully and equitably assumed by one or more parties to such Buyer Change of Control Transaction. (ii) In the event of any Earn-Out Payments Buyer Change of Control Transaction in which the assumption of the provisions of this Section 2.10 is not obtained and the proceeds received by Buyer (and/or Royalties remains any Related Persons) from such Buyer Change of Control Transaction (the "CHANGE OF CONTROL PROCEEDS") exceed $41,000,000 plus any Contingent Payment already paid or owed to Company or its assigns for any prior Contingent Consideration Period, Company or its assigns shall be determined by the Parties or is entitled (subject to dispute and consistent with the other provisions of this Section 2.10 that do not conflict with this Section 2.10(f)) to payment of the following: (i) a Contingent Payment in accordance with an amount equal to fifty percent (50%) of the product of the Annualized Contribution for the Contingent Consideration Period in which such Buyer Change of Control Transaction occurs, multiplied by a fraction, the numerator of which is the number of completed months of the Contingent Consideration Period in question as of the closing date of such Buyer Change of Control Transaction and the denominator of which is 12; and (ii) an additional amount equal to fifty percent (50%) of any such Change of Control Proceeds in excess of the sum of (A) $41,000,000, plus (B) any Contingent Payment already paid or owed to Company or its assigns for any prior Contingent Consideration Period, plus (C) any Contingent Payment owed to Company or its assigns as described in clause (i) above, until the aggregate amount of such Contingent Payments and such Change of Control Proceeds paid to Company or its assigns equals $13,000,000. The Company or its assigns shall only be entitled to any such Change of Control Proceeds if at the time of such Buyer Change of Control Transaction the Company or its assigns would reasonably be projected to earn a Contingent Payment pursuant to the terms of this Section 2.8, 2.10 and Exhibit 2.10(a) based on the Parties acknowledge that Annualized Contribution for the Vendors’ Delegate shall be entitled to issue an invoice for any portion Contingent Payment Period in which such Buyer Change of such Earn-Out Payments and/or Royalties that do not remain to be so determinedControl Transaction occurs. For the avoidance purpose of doubtthe foregoing calculation, any proceeds received by Buyer (and/or any Related Persons) from any Company Change of Control Transaction occurring prior to or within ninety (90) days of the Vendors’ Delegate Buyer Change of Control Transaction shall only invoice be included in the Purchaser for Change of Control Proceeds. (iii) In the portion event of any Earn-Out Payments a Buyer Change of Control Transaction or Royalties a Company Change of Control Transaction (but not both in dispute after the same transaction or both in separate transactions occurring within ninety (90) days of each other) that does not also constitute a Parent Change of Control Transaction, where such dispute assumption of the provisions of this Section 2.10 is settled not obtained and the applicable portion proceeds received by Buyer (and/or any Related Persons) from such Change of such Earn-Out Control Transaction are less than $41,000,000 plus any Contingent Payment already paid to Company or Royalty is finally determined and failure its assigns, then Parent shall pay to issue the invoice due Company or its assigns an amount equal to $13,000,000 less any dispute shall not prejudice the Vendors Contingent Payments already paid to Company or the Vendors’ Delegate in any mannerits assigns. Subject to and in accordance with this Agreement, any Earn-Out Payments and the Royalties payable by the Purchaser Such amount shall be paid within [**] in equal annual installments as if each such payment were a Year-One Contingent Payment, Year-Two Contingent Payment or Year-Three Contingent Payment, as appropriate, and as such terms are defined in Exhibit 2.10(a). (iv) In the event of a Buyer Change of Control Transaction and a Company Change of Control Transaction occurring as part of the date same transaction or in different transactions occurring within ninety (90) days of each other, upon payment of the invoice delivered by amounts set forth in this Section 2.10(f), Buyer's obligations under this Section 2.10 shall be deemed fully performed and discharged, and the Vendors’ Delegate (each payment date, the “Earn-Out Payment Pay Date” provisions and obligations of Section 2.10(f) of this Agreement shall be inoperative and of no force or “Royalty Pay Date”, as applicable)effect with respect to any subsequent Change of Control Transaction. (g) Buyer shall give Owners written notice of any Change of Control Transaction described herein. Such notice shall be given as soon as practicable and in any event no later than the effective date of such Change of Control Transaction. Buyer's notice shall state the total consideration paid or to be paid to the Buyer and/or any Related Persons, shall describe any non-cash consideration included in the Change of Control Proceeds, and shall state Buyer's determination of the fair market value thereof, which valuation shall be conclusive and binding on Buyer, Company and Owners in the absence of a timely challenge made in accordance with this Section 2.10(f). Company or any assignee may, within ten (10) days after delivery of Buyer's notice, by written notice to Buyer, challenge Buyer's determination of the Change of Control Proceeds (including the valuation of any non-cash consideration), in which event the value of the Change of Control Proceeds shall be determined via the dispute resolution mechanisms of Section 12.6 of this Agreement. The Contingent Consideration Change of Control Proceeds shall be payable by the Purchaser to Company or its Affiliates regardless assigns within fifteen (15) business days of whether the Purchaser closing of such Change of Control Transaction or its Affiliates undertakes any corporate or other bona fide reorganizationthe date the value of the Change of Control Proceeds has been conclusively determined, and references to the Corporation in this Section 2.8 shall be deemed to include any Person which owns or controls the ARTMS Technologywhichever is later.

Contingent Consideration. (a) The Vendors shall be entitled to be paid by the Purchaser the earn-out payments Securityholders may receive additional consideration (the “Earn-Out PaymentsContingent Consideration”), as additional consideration for the sale and transfer of the Purchased Shares, ) from Buyer based on the achievement post-Closing performance of the Earn-Out Milestones Company Group Members (the “Acquired Company”) in accordance with this Article IV. Within five (5) calendar days following the terms set out in Schedule 2.8.1(A). The Parties acknowledge that the Earn-Out Payments are intended to be adjustments to the Purchase Price final determination of the Purchased Shares to reflect the underlying goodwill achievement of the Business, the value of which cannot be accurately determined by the Parties on or before Closing Date. (b) In addition, the Vendors shall be entitled to be paid by the Purchaser royalties and sharing payments (the “Royalties”), as additional consideration a Performance Threshold for the sale and transfer of the Purchased Shares, any Measurement Period in accordance with the terms set out in Schedule 2.8.1(B)Section 4.2, and as further delineated therein. (c) The determination of whether any Earn-Out Payments or Royalties are payable Buyer shall be based on the terms of this Section 2.8, deposit the applicable Schedule (2.8.1(a) or 2.8.1(b)) and the applicable terms amount of this Agreement. (d) All Earn-Out Payments and Royalties due and owing to the Vendors shall only be payable in cash, such payment to be in US dollars. (e) Any agreed Contingent Consideration shall be payable to the Paying Agent, by wire transfer of immediately available funds to with the account specified by the Paying Exchange Agent, to the Purchaser, for distribution by to the Paying Agent amongst the Vendors in accordance with their respective Designated Percentages. (f) The Vendors’ Delegate shall invoice the Purchaser for any Earn-Out Payments and Royalties payable once the amount of any such Earn-Out Payments and/or Royalties have been finally determined Securityholders in accordance with the terms Distribution Schedule and, in the event that prior to the date of this Section 2.8. If such payment, the Indemnifying Holders have paid Damages to any portion of any Earn-Out Payments and/or Royalties remains Buyer Indemnified Party pursuant to be determined by the Parties or is Article IX, subject to dispute the assignment obligations in favor of the Indemnifying Holders set forth on Annex A; provided, however, that in the event there is any Contingent Consideration Dispute Notice (as defined below), and any amount of Contingent Consideration would be payable based on the achievement of the Performance Threshold as reflected in the Section 4.2 Statement previously provided by Buyer in accordance with Section 4.2 below, Buyer shall pay to the Exchange Agent the applicable amount of Contingent Consideration reflected in the Section 4.2 Statement by wire transfer of immediately available funds within five (5) calendar days following the delivery of the Contingent Consideration Dispute Notice, and shall pay any remaining Contingent Consideration as may finally be determined to be payable hereunder within five (5) calendar days following the final determination of the achievement of the Performance Threshold for such Measurement Period in accordance with Section 4.2. Defined terms used in this Article IV but not defined herein or in Schedule 1 shall have the meanings ascribed to such terms in Exhibit B. The payment of this Contingent Consideration for the benefit of any Stockholder is subject in all cases to the delivery by such Stockholder of a Letter of Transmittal (or, as applicable, an affidavit of lost stock certificate) in accordance with Section 2.82.9. (b) If, as of the last day of the Measurement Period 1, the Parties acknowledge that Performance Metric generated by the Vendors’ Delegate shall Acquired Company during Measurement Period 1 exceeded the Performance Threshold (such excess, the “Period 1 Overage”), then Securityholders will be entitled to issue an invoice for any portion of such Earn-Out Payments and/or Royalties that do not remain to be so determined. For the avoidance of doubt, the Vendors’ Delegate shall only invoice the Purchaser for the portion of any Earn-Out Payments or Royalties in dispute after such dispute is settled and the applicable portion of such Earn-Out Payment or Royalty is finally determined and failure to issue the invoice due to any dispute shall not prejudice the Vendors or the Vendors’ Delegate in any manner. Subject to and in accordance with this Agreement, any Earn-Out Payments and the Royalties payable by the Purchaser shall be paid within aggregate Contingent Consideration in an amount equal to the product of (i) (x) the Period 1 Overage divided by (y) [****] multiplied by (ii) $20,000,000. For example, if the Period 1 Overage is $[****], the Contingent Consideration payable with respect to Measurement Period 1 would be $[****], calculated as follows: ([****]/[****]) = [****] x $20,000,000 = $[****]. (c) If, as of the date last day of the invoice delivered Measurement Period 2, the Performance Metric generated by the Vendors’ Delegate Acquired Company during the Measurement Period 2 exceeded the Performance Threshold (each payment datesuch excess, the “Earn-Out Payment Pay Date” or “Royalty Pay DatePeriod 2 Overage”), then the Securityholders will be entitled to be paid aggregate Contingent Consideration in an amount equal to the product of (i) (x) [the Period 2 Overage less any Period 1 Overage] divided by (y) [****] multiplied by (ii) $20,000,000. For example, if the Period 2 Overage is $[****] and the Period 1 Overage was $[****], the Contingent Consideration payable with respect to Measurement Period 2 would be $[****], calculated as applicable)follows: ([****]/[****]) = [****] x $20,000,000 = $[****]. (gd) The Notwithstanding anything in this Agreement to the contrary, in no event will the aggregate Contingent Consideration shall payable ever exceed $20,000,000 (the “Maximum Earnout Amount”). For example, if $20,000,000 of Contingent Consideration were earned with respect to Measurement Period 1, no additional Contingent Consideration could be payable by the Purchaser or its Affiliates regardless of whether the Purchaser or its Affiliates undertakes any corporate or other bona fide reorganization, and references to the Corporation earned in this Section 2.8 shall be deemed to include any Person which owns or controls the ARTMS TechnologyMeasurement Period 2.

Contingent Consideration. (aA) The Vendors As promptly as practicable after the end of each calendar quarter or fraction thereof commencing on the first day of the Earnout Period (e.g., March 31, 2006, June 30, 2006, September 30, 2006, December 31, 2006 and January 31, 2007), Buyer shall be entitled provide the Sellers’ Representative with a report, setting forth the Net Revenue for such quarter or fraction thereof of the Earnout Period. As promptly as practicable after the end of the Earnout Period, Buyer shall provide the Sellers’ Representative with a report, setting forth the Net Revenue for the Earnout Period substantially in the form attached hereto as Exhibit D (the “Earnout Report”). If an Earnout Dispute Notice is not delivered pursuant to subsection (C) below, then in no event later than twenty (20) Business Days following the expiration of the Earnout Dispute Period, ArthroCare shall pay or cause to be paid by the Purchaser the earn-out payments (the “Earn-Out Payments”), as additional consideration for the sale and transfer of the Purchased Shares, based on the achievement of the Earn-Out Milestones in accordance with the terms set out in Schedule 2.8.1(A). The Parties acknowledge that the Earn-Out Payments are intended to be adjustments to the Purchase Price of the Purchased Shares to reflect the underlying goodwill of the Business, the value of which cannot be accurately determined by the Parties on or before Closing Date. (b) In addition, the Vendors shall be entitled to be paid by the Purchaser royalties and sharing payments (the “Royalties”), as additional consideration for the sale and transfer of the Purchased Shares, in accordance with the terms set out in Schedule 2.8.1(B), and as further delineated therein. (c) The determination of whether any Earn-Out Payments or Royalties are payable shall be based on the terms of this Section 2.8, the applicable Schedule (2.8.1(a) or 2.8.1(b)) and the applicable terms of this Agreement. (d) All Earn-Out Payments and Royalties due and owing to the Vendors shall only be payable in cash, such payment to be in US dollars. (e) Any agreed Contingent Consideration shall be payable to the Paying Agent, in cash by wire transfer of immediately available funds to such account as Sellers shall designate by written notice to Buyer. (B) Buyer shall keep full, clear and accurate books and records with respect to the account specified Acquired Business. The books and records shall be maintained in such a manner that Net Revenue shall be readily verifiable. All books and records with respect to the Acquired Business shall be available for inspection by the Paying AgentSellers’ Representative or any attorney or accountant engaged by the Sellers’ Representative to act on behalf of the Sellers, in all cases upon reasonable prior notice and during normal business hours. The information contained in the books and records of Buyer with respect to the Purchaser, for distribution Acquired Business shall remain confidential except to the extent required to be disclosed by applicable law or in connection with a dispute regarding the Paying Agent amongst Transactions. If the Vendors Sellers’ Representative does not deliver to Buyer an Earnout Dispute Notice (as defined below) in accordance with subsections (A)-(C), then the Earnout Report for the Earnout Period shall be deemed final and binding and neither the Sellers’ Representative nor the Sellers shall have any further right to contest the report, the computation of Net Revenue or payment of the Contingent Consideration. (C) In the event that the Sellers’ Representative shall dispute the information set forth by Buyer in the Earnout Report, then, within sixty (60) calendar days following the date of the delivery by Buyer of such report, the Sellers’ Representative shall provide written notice to Buyer (the “Earnout Dispute Notice”) specifying the amount disputed and the basis for the dispute, together with supporting documentation reflecting the analysis of and justification for any recomputation made to the extent such information is available. Buyer and the Sellers’ Representative shall make good faith efforts to resolve the dispute through negotiations for a period of thirty (30) calendar days following the receipt of the Earnout Dispute Notice. In the event that the parties are unable to finally resolve the dispute within such thirty (30) calendar-day period, the parties to the dispute may elect by mutual agreement to extend the period of negotiation and may elect by mutual agreement to engage a mediator to assist in such negotiation. To the extent that any matter remains unresolved following negotiations (as determined by notice by any party to the other party), the Sellers’ Representative and Buyer shall jointly select an independent accountant of recognized national standing to resolve any remaining disagreements (the “Independent Accountant”). The Sellers’ Representative and Buyer shall use their respective Designated Percentagescommercially reasonable efforts to cause such Independent Accountant to make its determination within sixty (60) calendar days of accepting its selection. Within ten (10) Business Days after the date of determination of such Independent Accountant, Buyer shall pay or cause to be paid to the Sellers the Contingent Consideration in the manner set forth herein, subject to the right of offset provisions of Article 10 below. The decision of the Independent Accountant shall be a final, binding, and conclusive resolution of the parties’ dispute, shall be non-appealable, and shall not be subject to further review absent patent error. The costs and expenses of the Independent Accountant shall be split between Buyer and the Sellers in proportion to the difference between the amount set forth in the decision of the Independent Accountant and the amount reflected in the Earnout Report (with respect to Buyer’s portion) and the amount reflected in the Earnout Dispute Notice (with respect to the Sellers’ portion). In the event that the Sellers do not pay their amount of the Independent Accountant’s costs and expenses, Buyer shall be entitled to deduct the difference between the Sellers’ portion of the costs and expenses of the Independent Accountant and the amount actually paid by the Sellers to the Independent Accountant from the Contingent Consideration. Notwithstanding the foregoing, in any case, the parties shall be responsible for the payment of their respective costs and expenses, including any attorneys’ and accountants’ fees (other than any accountants’ fees payable to the Independent Accountant, which shall be split between the parties in accordance with this subsection (C) incurred in connection with the dispute. (D) Each Seller hereby, generally, irrevocably, unconditionally and completely agrees that, except as provided by this subsection (D), Buyer and each of its Affiliates shall be entitled to operate the Acquired Business as they determine in their sole and absolute discretion, and shall have no obligation to operate the Acquired Business in any manner that would maximize, maintain or protect the Contingent Consideration; provided, however, that Buyer hereby covenants and agrees that from the Closing through the last day of the Earnout Period that: (a) in the event Buyer [*] directly results in a back order of the Acquired Business Products or a material reduction in quality of the Acquired Business Products, which directly results in reduced Net Revenue for the Acquired Business, the amount by which the Net Revenue is reduced shall be added to Net Revenue for purposes of calculating the Contingent Consideration payable for the Earnout Period; (b) Buyer will continue to make the [*] payments payable to each of [*] in accordance with the letter of understanding with [*], dated [*], and the [*] agreements with [*] summarized on Schedule 3.11, respectively, unless, Buyer and [*] with respect to [*] letter of understanding, Buyer and [*] with respect to [*] agreement or Buyer and [*] with respect to [*] agreement, as the case may be, mutually agree otherwise in writing; (c) Buyer will cause the books and records of the Acquired Business to be maintained in such a manner as will allow for the segregation, identification and accounting for revenues of the Acquired Business by Buyer; (d) Buyer will sell the Acquired Business Products [*]; (e) Buyer will not terminate the employment of Xxxx Xxxxxx or Xxxxxx Xxxxxxx or the consultancy of Xxxx Xxxxxxx, other than as a result of death, disability or for cause (as defined in their employment or consulting agreement with Buyer, as the case may be), or materially reduce their cash compensation or responsibilities and duties in the operation of the Business from what is set forth in their employment or consulting agreement, as the case may be, with Buyer from the earlier of the end date set forth in their employment or consulting agreement (as applicable) and the last day of the Earnout Period; (f) The Vendors’ Delegate shall invoice Buyer will not require Xxxxxx Xxxxxxx, Xxxx Xxxxxx or Xxxx Xxxxxxx to commit any material time or energy to an enterprise other than the Purchaser for any Earn-Out Payments and Royalties payable once the amount of any such Earn-Out Payments and/or Royalties have been finally determined in accordance with the terms of this Section 2.8. If any portion of any Earn-Out Payments and/or Royalties remains to be determined by the Parties or is subject to dispute in accordance with the terms of this Section 2.8, the Parties acknowledge that the Vendors’ Delegate shall be entitled to issue an invoice for any portion of such Earn-Out Payments and/or Royalties that do not remain to be so determined. For the avoidance of doubt, the Vendors’ Delegate shall only invoice the Purchaser for the portion of any Earn-Out Payments or Royalties in dispute after such dispute is settled and the applicable portion of such Earn-Out Payment or Royalty is finally determined and failure to issue the invoice due to any dispute shall not prejudice the Vendors or the Vendors’ Delegate in any manner. Subject to and in accordance with this Agreement, any Earn-Out Payments and the Royalties payable by the Purchaser shall be paid within [**] of the date of the invoice delivered by the Vendors’ Delegate (each payment date, the “Earn-Out Payment Pay Date” or “Royalty Pay Date”, as applicable).Acquired Business; (g) The Buyer will continue to sell the Acquired Business Products for Epistaxis and sinus surgery indications; (h) Buyer will conduct the Acquired Business only through Buyer and its Affiliates; (i) Buyer will make available sufficient working capital to the Acquired Business to support the sale of the Acquired Business Products; (j) Buyer will not terminate (other than as a result of death, disability or for cause) or materially reduce the cash compensation of [*] as of the Closing Date if such termination or reduction directly results in a back order of the Acquired Business Products or a material reduction in quality of the Acquired Business Products, which directly results in reduced Net Revenue for the Acquired Business, the amount by which the Net Revenue is reduced shall be added to Net Revenue for purposes of calculating the Contingent Consideration payable for the Earnout Period; and (k) in the event there is a Class II Recall or Class III Recall (each as defined by the FDA) of the Acquired Business Products, which directly results in reduced Net Revenue for the Acquired Business, the amount by which the Net Revenue is reduced shall be added to Net Revenue for purposes of calculating the Contingent Consideration payable for the Earnout Period. In the event Buyer fails to comply with any of subsection (b), (c), (d), (e), (f), (g), (h) or (i) above and such failure to comply directly results in reduced Net Revenue for the Acquired Business, the amount by which the Purchaser or its Affiliates Net Revenue is reduced shall be added to Net Revenue for purposes of calculating the Contingent Consideration payable for the Earnout Period. In addition, in the event a Buyer Change of Control is consummated during the Earnout Period, the Contingent Consideration payable pursuant to this Section 2.05(a)(ii) shall in any case be $15.0 million, regardless of whether the Purchaser or its Affiliates undertakes any corporate or other bona fide reorganization, and references actual Net Revenue recognized during the Earnout Period. Any offset that may be made pursuant to Article 10 of this Agreement shall be deducted from the $15.0 million payable pursuant to the Corporation in this Section 2.8 shall be deemed to include any Person which owns or controls the ARTMS Technologyforegoing sentence.

Contingent Consideration. (a) The Vendors In addition to the payments to be made pursuant to Sections 2.1 and 2.2 above, holders of shares of Navius Capital Stock as of the Effective Time shall be entitled to receive the following additional consideration (the "CONTINGENT CONSIDERATION") which shall be paid by following the Purchaser Closing Date to the earn-out payments extent earned: (a) Subject to the further terms of this Section 2.3, for each of the calendar years beginning with 1998 and ending with 2006 (the “Earn-Out Payments”"CONTINGENT CONSIDERATION PERIOD"), the Former Navius Shareholders shall be entitled to receive Contingent Consideration in an aggregate amount equal to five percent (5%) of net sales revenue earned by Endosonics and/or any of its wholly-owned subsidiaries as additional consideration for the sale and transfer a result of the Purchased Sharessales of Radiation Products (as defined below). Net sales of Radiation Products, based on the achievement of the Earn-Out Milestones including revenue recognition issues, shall be calculated by Endosonics in accordance with generally accepted accounting principles applied on a consistent basis for the terms set out Contingent Consideration Period (except that the parties agree that the following items shall serve as reductions to gross sales revenue in Schedule 2.8.1(Acalculating net sales revenue for Radiation Products for the relevant period: (i) distributor discounts; (ii) credits or refunds, not exceeding the original or customary billing or invoice amount, for such claims or returns; (iii) packaging; (iv) commissions; (v) prepaid transportation insurance premiums; (vi) prepaid outbound transportation expense; (vii) discounts in amounts customary in the trade, for quantity purchases, cash payments, prompt payments, wholesalers, and distributors; (viii) promotional costs; (ix) uncollectible accounts receivable; (x) handling charges; and (xi) taxes, including sales, use, turnover, excise, import, export and other taxes or duties, borne by Endosonics or any of its wholly owned subsidiaries, imposed by a governmental agency on such use, sale, lease or transfer). The Parties acknowledge that the Earn-Out Payments are intended to actual date on which such payment is made each year by Endosonics, which date shall in all events be adjustments on or prior to the Purchase Price March 31st immediately following the conclusion of each year during the Contingent Consideration Period unless the calculation of net sales revenue shall be challenged by the Shareholders' Agent in accordance with subsection (h) below, in which event the payment shall be paid promptly upon resolution of such challenge, is referred to herein as the "PAYMENT DATE." The procedures for the payment of the Purchased Shares to reflect the underlying goodwill of the Business, the value of which cannot be accurately determined by the Parties on or before Closing DateContingent Consideration are set forth in subsections (g) and (h) below. (b) In addition, the Vendors shall be entitled to be paid by the Purchaser royalties and sharing payments (the “Royalties”), as additional consideration for the sale and transfer of the Purchased Shares, in accordance with the terms set out in Schedule 2.8.1(B), and as further delineated therein. (c) The determination of whether any Earn-Out Payments or Royalties are payable shall be based on the terms of this Section 2.8, the applicable Schedule (2.8.1(a) or 2.8.1(b)) and the applicable terms For purposes of this Agreement. (d) All Earn-Out Payments and Royalties due and owing to the Vendors shall only be payable in cash, such payment to be in US dollars. (e) Any agreed Contingent Consideration shall be payable to the Paying Agent, by wire transfer of immediately available funds to the account specified by the Paying Agent, to the Purchaser, for distribution by the Paying Agent amongst the Vendors in accordance with their respective Designated Percentages. (f) The Vendors’ Delegate shall invoice the Purchaser for any Earn-Out Payments and Royalties payable once the amount of any such Earn-Out Payments and/or Royalties have been finally determined in accordance with the terms of this Section 2.8. If any portion of any Earn-Out Payments and/or Royalties remains to be determined by the Parties or is subject to dispute in accordance with the terms of this Section 2.8, the Parties acknowledge term "RADIATION PRODUCTS" shall mean catheters that the Vendors’ Delegate shall be entitled to issue an invoice for direct a radiation source in a vessel and any portion of such Earn-Out Payments and/or Royalties that do not remain to be so determined. For the avoidance of doubt, the Vendors’ Delegate shall only invoice the Purchaser for the portion of any Earn-Out Payments or Royalties in dispute after such dispute is settled and the applicable portion of such Earn-Out Payment or Royalty is finally determined and failure to issue the invoice due to any dispute shall not prejudice the Vendors or the Vendors’ Delegate in any manner. Subject to and in accordance with this Agreement, any Earn-Out Payments and the Royalties payable by the Purchaser shall be paid within [**] of the date of the invoice delivered by the Vendors’ Delegate (each payment date, the “Earn-Out Payment Pay Date” or “Royalty Pay Date”, as applicable)components related thereto. (g) The Contingent Consideration shall be payable by the Purchaser or its Affiliates regardless of whether the Purchaser or its Affiliates undertakes any corporate or other bona fide reorganization, and references to the Corporation in this Section 2.8 shall be deemed to include any Person which owns or controls the ARTMS Technology.

Contingent Consideration. (a) The Vendors shall be entitled As additional consideration, the Buyer will pay, or cause to be paid by the Purchaser the earn-out payments (the “Earn-Out Payments”), as additional consideration for the sale and transfer of the Purchased Shares, based on the achievement of the Earn-Out Milestones in accordance with the terms set out in Schedule 2.8.1(A). The Parties acknowledge that the Earn-Out Payments are intended to be adjustments to the Purchase Price of the Purchased Shares to reflect the underlying goodwill of the Business, the value of which cannot be accurately determined by the Parties on or before Closing Date. (b) In addition, the Vendors shall be entitled to be paid by the Purchaser royalties and sharing payments (the “Royalties”), as additional consideration for the sale and transfer of the Purchased Shares, in accordance with the terms set out in Schedule 2.8.1(B), and as further delineated therein. (c) The determination of whether any Earn-Out Payments or Royalties are payable shall be based on the terms of this Section 2.8, the applicable Schedule (2.8.1(a) or 2.8.1(b)) and the applicable terms of this Agreement. (d) All Earn-Out Payments and Royalties due and owing to the Vendors shall only be payable in cash, such payment to be in US dollars. (e) Any agreed Contingent Consideration shall be payable to the Paying Agent, by wire transfer of immediately available funds to the account specified by the Paying Agentpaid, to the Purchaser, for distribution by the Paying Agent amongst the Vendors Sellers as set forth in accordance with their respective Designated Percentages. (fSection 1.3(a) The Vendors’ Delegate shall invoice the Purchaser for any Earn-Out Payments and Royalties payable once the an additional amount of any such Earn-Out Payments and/or Royalties have been finally determined consideration equal to the Contingent Consideration, if any, in accordance with the terms of this Section 2.81.7. The Contingent Consideration, if any, paid to Sellers pursuant to this Section 1.7 will be treated as an adjustment to the Purchase Price. (b) The Buyer will deliver to the Sellers a statement setting forth the Buyer’s calculation, in reasonable detail, of the Contingent Consideration and Incremental EBITDA for the fiscal year ended December 31, 2021 (the “Contingent Consideration Statement”) as soon as reasonably practicable, but in any event no later than April 15, 2022 (the “Statement Delivery Date”). The Buyer will provide to the Sellers reasonable supporting documentation for the calculation of the amounts set forth in the Contingent Consideration Statement. The Sellers may review the work papers used in the preparation of the Buyer’s calculation of the amounts set forth in the Contingent Consideration Statement, and the Buyer will make available to the Sellers all such work papers and other documents related thereto as may be reasonably requested by the Sellers. If any portion the Sellers disagree with the Contingent Consideration Statement, then the Sellers will give written notice (an “Objection Notice”) to the Buyer within thirty (30) days after the delivery of any Earn-Out Payments and/or Royalties remains to be determined the Contingent Consideration Statement by the Parties Buyer to the Sellers (the “Objection Period”), specifying in reasonable detail the disputed items or amounts in the Contingent Consideration Statement (the “Disputed Items”), and the Sellers will be deemed to have agreed with all other items and amounts contained in the Contingent Consideration Statement. If the Sellers do not deliver an Objection Notice within the Objection Period, then the Sellers will be deemed to have agreed entirely with the determination of the Contingent Consideration as set forth by the Buyer in the Contingent Consideration Statement. If an Objection Notice is subject to dispute delivered in accordance with the terms of this Section 2.81.7(b), the Parties acknowledge Buyer and the Sellers will, during the thirty (30) days following delivery of such Objection Notice, use commercially reasonable, good faith efforts to reach agreement on the Disputed Items. If after such thirty (30)-day period, the Buyer and the Sellers are unable to reach agreement on the Disputed Items, they will promptly cause the Valuation Firm to review this Agreement, the Contingent Consideration Statement and the Disputed Items for the purpose of calculating the Contingent Consideration, and the terms of Section 1.6(a) shall apply mutatis mutandis to the Valuation Firm’s determination of the Contingent Consideration and the payment of the Valuation firm’s fees and expenses related thereto. (c) Subject to the terms and conditions of this Agreement, within five (5) Business Days following the resolution of the Disputed Items, the Buyer will pay, or cause to be paid, to the Sellers (as additional consideration for the Units) an amount equal to the Contingent Consideration (as finally determined pursuant to Section 1.7(b)), via wire transfer of immediately available funds to one or more accounts designated by the Sellers, or by such other method as may be agreed by the Buyer and the Equityholders; provided, that in no event shall the Vendors’ Delegate Buyer be obligated to pay the Sellers more than Maximum Contingent Consideration; provided, further, that if the Incremental EBITDA is zero or negative, then the Buyer shall not be obligated to pay, and none of the Sellers shall be entitled to issue an invoice receive, any Contingent Consideration. (d) None of the Buyer nor any of its Affiliates (including the Acquired Companies) will (x) take any action that is made for the primary purpose of minimizing the Contingent Consideration to be paid by the Buyer, or (y) from the Closing Date through December 31, 2021, prevent the Acquired Companies from operating in accordance with the operating expense budget for the fiscal year ended December 31, 2021 (as delivered to the Buyer prior to the date of this Agreement) in the ordinary course of business. The Sellers each acknowledge and agree that: (i) the Sellers’ sole and exclusive right under this Section 1.7 will be to receive, subject to the other terms of this Agreement, the Contingent Consideration, if any, if the conditions set forth in this Section 1.7 with respect thereto are satisfied; (ii) the Buyer will have the right to operate its business and that of its Affiliates (including the Acquired Companies) as it chooses, in its sole discretion, and neither the Buyer nor any of its Affiliates (including the Acquired Companies) is under any obligation to provide any specific level of investment or financial assistance to its business or to undertake any specific actions (or to refrain from taking any specific actions) with respect to the operation of its business; (iii) neither the Buyer nor any of its Affiliates is representing or warranting that any specific level of 2021 EBITDA will be achieved after the Closing nor will any of the Sellers have any claims against the Buyer or any of its Affiliates (including the Acquired Companies) arising from the failure to meet for any reason any level of 2021 EBITDA; and (iv) all payments made under this Section 1.7 to, or as directed by, the Sellers are being paid solely in consideration for the Units pursuant to the transactions contemplated by this Agreement, and, except as otherwise required by a determination within the meaning of Section 1313 of the Code, neither the Sellers nor the Buyer will take a Tax position inconsistent with the foregoing (other than, for avoidance of doubt, the treatment of any portion of such Earn-Out Payments and/or Royalties thereof as imputed interest). (e) With respect to any Contingent Consideration that do not remain is required to be so determined. For paid by the Buyer to, or as directed by, the Sellers, the Buyer will have the right to set-off against such Contingent Consideration (or any portion thereof) any amount otherwise due and payable to the Buyer or its Affiliates, on the one hand, by the Sellers, on the other hand, pursuant to this Agreement or, with respect to any individual Seller, any ancillary document to which such Seller is a party. (f) Notwithstanding anything to the contrary contained herein, the obligations of the Buyer to make any payment of the Contingent Consideration hereunder, including, without limitation pursuant to this Section 1.7, are subordinate and junior to the prior payment and performance of any of Buyer’s obligations under any of its current or future credit facilities; provided, that Buyer will use commercially reasonable efforts to cause any of its future credit facilities to expressly permit the payment of the Contingent Consideration (if any) when and to the extent due and payable pursuant to this Section 1.7, subject to any limitations required by a lender thereunder and, for the avoidance of doubt, the Vendors’ Delegate Buyer shall only invoice not be limited in its ability to obtain financing, or to agree to any terms the Purchaser Buyer determines in its sole discretion are necessary or advisable to obtain the financing, after the Closing by this Section 1.7. So long as the Buyer or any Affiliate thereof is prohibited, in whole or in part, from making payments of the Contingent Consideration under this Agreement pursuant to the terms of such credit facilities or the rules of any public exchange, no payment shall be made by the Buyer or any of its Affiliates (and no Seller shall receive or accept any such payment) with respect to the Contingent Consideration unless and until the Buyer is permitted under such credit facilities or such public exchange to make such payment. Any payment received by or on behalf of any Seller in violation of the foregoing shall be held in trust by such recipient for the portion benefit of the lenders under such credit facility or facilities and any Earn-Out Payments or Royalties in dispute after administrative agents for such dispute is settled and lenders (the applicable portion of such Earn-Out Payment or Royalty is finally determined and failure to issue the invoice due to any dispute shall not prejudice the Vendors “Financing Parties”) or the Vendors’ Delegate in any manner. Subject to and in accordance with this Agreement, any Earn-Out Payments and the Royalties payable by the Purchaser shall be paid within [**] of the date of the invoice delivered by the Vendors’ Delegate (each payment date, the “Earn-Out Payment Pay Date” or “Royalty Pay Date”Buyer, as applicable). (g) The , and shall promptly be paid over to the Financing Parties or the Buyer, as applicable, by wire transfer of immediately available funds. Prior to the indefeasible payment in full in cash of all of the Buyer’s obligations under its credit facilities and termination of any commitments to extend credit under the Buyer’s credit facilities, no Seller shall take any action, without the prior written consent of the Financing Parties, to collect, enforce payment, or exercise any remedies with respect the Contingent Consideration shall be payable (whether pursuant to the terms of this Agreement or otherwise) either at law or in equity, by judicial proceedings or otherwise. The provisions of this Section 1.7(f) are intended solely for the Purchaser or its Affiliates regardless benefit of whether the Purchaser or its Affiliates undertakes any corporate or other bona fide reorganizationFinancing Parties to define the relative rights of the Sellers, on the one hand, and references the Financing Parties, on the other hand. Notwithstanding anything to the Corporation in this contrary set forth herein, including Section 2.8 shall be deemed to include any Person which owns or controls the ARTMS Technology.11.2 (No Third-Party Beneficiaries) and Section 11.9 (

Contingent Consideration. (a) The Vendors shall Seller will be entitled to receive additional cash consideration if, (i) on or prior to the Closing Date, Seller or (ii) within 270 days from the Closing Date, Buyer, enters into any binding purchase order resulting from any or all of the potential customer projects described on Schedule 2.6(a) (each a “Purchase Order”) which (A) is on terms that are consistent with the Ordinary Course of Business and (B) has a projected Gross Margin as of the date of such Purchase Order or, for any Purchase Order accepted by Seller prior to Closing, as of the Closing Date, in excess of 25%. In such case, subject to Section 2.6(b), Seller will be paid entitled to an amount equal to 5% of the aggregate consideration received by Buyer after the Purchaser the earn-out payments Closing in connection with each such Purchase Order (collectively, the “Earn-Out PaymentsContingent Consideration”), as additional consideration for the sale and transfer of the Purchased Shares, based on the achievement of the Earn-Out Milestones in accordance with the terms set out in Schedule 2.8.1(A). The Parties acknowledge that the Earn-Out Payments are intended to be adjustments to the Purchase Price of the Purchased Shares to reflect the underlying goodwill of the Business, the value of which cannot be accurately determined by the Parties on or before Closing Date. (b) In additionAny Contingent Consideration with respect to a Purchase Order or a deliverable thereunder will be considered fully earned and payable to Seller within 30 days after Buyer’s actual receipt of each and every corresponding cash payment related to such Purchase Order, without giving effect to any credits, refunds, incentives, or offsets provided to the Vendors shall be entitled to be paid by the Purchaser royalties and sharing payments (the “Royalties”), as additional consideration for the sale and transfer of the Purchased Shares, in accordance with the terms set out in Schedule 2.8.1(B), and as further delineated thereinapplicable customer under such Purchase Order. (c) The determination of whether any Earn-Out Payments or Royalties are payable shall be based on Seller acknowledges that (i) the terms provisions of this Section 2.82.6 are an integral part of the consideration to be received by Seller in respect of the Purchased Assets, (ii) there may be no Contingent Consideration payable pursuant to the applicable Schedule (2.8.1(a) or 2.8.1(b)) and the applicable terms provisions of this AgreementSection 2.6, (iii) the rights of Seller under this Section 2.6 will not be represented by certificates or other instruments and will not represent an ownership interest in Buyer or any of its Affiliates or Subsidiaries, (iv) the rights of Seller under this Section 2.6 are not transferable, except as provided in Section 10.3, and (v) the rights of Seller to payment of Contingent Consideration will not bear any interest. (d) All Earn-Out Payments Seller acknowledges that Buyer’s operation of the Business may affect the ability to realize any Contingent Consideration, and Royalties due Buyer will not be obligated to enter into or accept a Purchase Order pursuant this Section 2.6 if, in the reasonable, good faith judgment of Buyer, the Purchase Order (i) will not result in a Gross Margin equal to or greater than 25% or (ii) is not, or would not be, on terms and owing to the Vendors shall only be payable in cash, such payment to be in US dollars. (e) Any agreed Contingent Consideration shall be payable to the Paying Agent, by wire transfer of immediately available funds to the account specified by the Paying Agent, to the Purchaser, for distribution by the Paying Agent amongst the Vendors in accordance with their respective Designated Percentages. (f) The Vendors’ Delegate shall invoice the Purchaser for any Earn-Out Payments and Royalties payable once the amount of any such Earn-Out Payments and/or Royalties have been finally determined in accordance conditions that are consistent with the terms Ordinary Course of this Section 2.8Business of Seller. If any portion of any Earn-Out Payments and/or Royalties remains Buyer agrees to be determined by the Parties or is subject use its commercially reasonable efforts to dispute in accordance with the terms of this Section 2.8, the Parties acknowledge that the Vendors’ Delegate shall be entitled to issue an invoice for any portion of such Earn-Out Payments and/or Royalties that do not remain to be so determined. For the avoidance of doubt, the Vendors’ Delegate shall only invoice the Purchaser for the portion of any Earn-Out Payments or Royalties in dispute after such dispute is settled and the applicable portion of such Earn-Out Payment or Royalty is finally determined and failure to issue the invoice due to any dispute shall not prejudice the Vendors or the Vendors’ Delegate in any manner. Subject to and in accordance with this Agreement, any Earn-Out Payments and the Royalties payable by the Purchaser shall be paid within [**] of the date of the invoice delivered by the Vendors’ Delegate (perform its obligations under each payment date, the “Earn-Out Payment Pay Date” or “Royalty Pay Date”, as applicable)accepted Purchase Order. (g) The Contingent Consideration shall be payable by the Purchaser or its Affiliates regardless of whether the Purchaser or its Affiliates undertakes any corporate or other bona fide reorganization, and references to the Corporation in this Section 2.8 shall be deemed to include any Person which owns or controls the ARTMS Technology.

Contingent Consideration. (a) The Vendors shall be entitled to be paid by the Purchaser the earn-out payments (the “Earn-Out Payments”), as As additional consideration for the purchase and sale and transfer of the Purchased Shares, based on Buyer shall pay an amount of $2,000,000 (the achievement of "Contingent Consideration") if, at any time within five (5) years from the Earn-Out Milestones in accordance with the terms set out in Schedule 2.8.1(A). The Parties acknowledge that the Earn-Out Payments are intended to be adjustments to the Purchase Price of the Purchased Shares to reflect the underlying goodwill of the Business, the value of which cannot be accurately determined by the Parties on or before Closing Date: (i) the Facility becomes viable; or (ii) a Fundamental Change occurs in respect of XXXX or the Corporation. (b) In additionFor purposes of Section 2.03(a)(i), the Vendors shall Facility will be entitled deemed to be paid by viable when [Redacted – Commercially Sensitive] Notwithstanding the Purchaser royalties and sharing payments (foregoing, Buyer shall have the “Royalties”), as additional consideration for the sale and transfer of the Purchased Sharesright, in accordance with its sole discretion, to pay the terms set out in Schedule 2.8.1(B), and as further delineated thereinContingent Consideration at anytime following the Closing. (c) The determination Buyer shall pay the Contingent Consideration within five Business Days following the occurrence of whether any Earn-Out Payments or Royalties are payable shall be based on the terms of this Section 2.8, the applicable Schedule event in Section 2.03(a) (2.8.1(a“Contingent Consideration Payment Date ”) or 2.8.1(b)) and by one of the applicable terms of this Agreement.following methods, as determined in its sole discretion: (di) All Earn-Out Payments and Royalties due and owing to the Vendors shall only be payable in cash, such by way of a cash payment to be in US dollars. (e) Any agreed Contingent Consideration shall be payable to the Paying Agent, Seller by wire transfer of immediately available funds to the account specified by the Paying Agent, to the Purchaser, for distribution by the Paying Agent amongst the Vendors in accordance with their respective Designated Percentagesbanking instructions provided by Seller at least three Business Days prior to the date such payment is due; or (ii) subject to the approval of the CSE (or such other stock exchange where the Buyer Shares are listed at the time), if required, by the issuance and delivery to Seller, free and clear of all Encumbrances and resale restrictions, freely tradable immediately upon such delivery and registered as directed by Seller, that number of Buyer Shares as is equal to: (i) the amount of the Contingent Consideration; divided by (ii) the VWAP of the Buyer Shares on the CSE for the 10 trading days ending on the day prior to the date of issuance. (fd) The Vendors’ Delegate shall invoice For certainty, Buyer may elect to pay the Purchaser for Contingent Consideration by way of Section 2.03(b)(ii) only if the CSE (or such other stock exchange where the Buyer Shares are listed at the time) has provided any Earn-Out Payments required approvals therefor, and Royalties payable once the amount of any such Earn-Out Payments and/or Royalties have been finally determined in accordance with the terms of this Section 2.8. If any portion of any Earn-Out Payments and/or Royalties remains to be determined by the Parties or is Buyer Shares delivered thereby are immediately freely tradable (and not subject to dispute in accordance with the terms any restricted period under National Instrument 45-102 – Resale of this Section 2.8, the Parties acknowledge that the Vendors’ Delegate shall be entitled Securities) by Seller upon their issuance and delivery to issue an invoice for any portion of such Earn-Out Payments and/or Royalties that do not remain to be so determined. For the avoidance of doubt, the Vendors’ Delegate shall only invoice the Purchaser for the portion of any Earn-Out Payments or Royalties in dispute after such dispute is settled and the applicable portion of such Earn-Out Payment or Royalty is finally determined and failure to issue the invoice due to any dispute shall not prejudice the Vendors or the Vendors’ Delegate in any manner. Subject to and in accordance with this Agreement, any Earn-Out Payments and the Royalties payable Seller by the Purchaser shall be paid within [**] of the date of the invoice delivered by the Vendors’ Delegate (each payment date, the “Earn-Out Payment Pay Date” or “Royalty Pay Date”, as applicable)Buyer. (ge) The Promptly after Xxxxx knows or has reason to believe an event under Section 2.03(a) is likely to occur, Buyer shall provide a written notice thereof to Seller. Buyer shall provide further written notice immediately once such event has occurred, which notice shall state the manner in which it has elected to pay the Contingent Consideration shall be payable by pursuant to Section 2.03(b) and in case it has elected to deliver Buyer Shares pursuant to Section 2.03(b)(ii), an estimate of the Purchaser number of Buyer Shares, together with a request for wire transfer instructions, securities account information and other particulars it may require to complete such payment or its Affiliates regardless of whether the Purchaser or its Affiliates undertakes any corporate or other bona fide reorganization, and references to the Corporation in this Section 2.8 shall be deemed to include any Person which owns or controls the ARTMS Technologyissuance.

Contingent Consideration. (a) As part of the Purchase Price: (i) During the Earn Out Period, the Buyer shall deposit in the Payment Fund, on behalf of the holders of the Company Shares, the Earn Out Payment, if any, due with respect to the applicable Quarterly Earn Out Period. The Vendors maximum amount that the Buyer shall be entitled obligated to pay under this Section 12 during the Earn Out Period shall be paid by $1,000,000 in the Purchaser aggregate. During the earn-out payments (Earn Out Period, the “Earn-Buyer shall use commercially reasonable efforts to market the Earn Out Payments”), as additional consideration for the sale and transfer of the Purchased Shares, based on the achievement of the Earn-Out Milestones in accordance with the terms set out in Schedule 2.8.1(A). The Parties acknowledge that the Earn-Out Payments are intended to be adjustments Master License Agreement to the Purchase Price of Company Theaters. Notwithstanding anything contained in this Agreement to the Purchased Shares contrary, if the Buyer determines, in its sole and absolute discretion, that such Earn Out Master License Agreement is not in the Buyer’s best interests, it shall have no obligation to reflect the underlying goodwill of the Business, the value of which canenter into any such agreement and shall not be accurately determined by the Parties on or before Closing Date. (b) In addition, the Vendors shall be entitled to be paid by the Purchaser royalties and sharing payments (the “Royalties”), as additional consideration for the sale and transfer of the Purchased Shares, in accordance with the terms set out in Schedule 2.8.1(B), and as further delineated therein. (c) The determination of whether any Earn-Out Payments or Royalties are payable shall be based on the terms of this Section 2.8, the applicable Schedule (2.8.1(a) or 2.8.1(b)) and the applicable terms breach of this Agreement. (dii) All Earn-Subject to Section 12(a)(iii), by each Earn Out Payments and Royalties due and owing Determination Date, the Buyer shall, in good faith, calculate the amount of the Earn Out Payment, if any, required to be deposited into the Payment Fund, remit to the Vendors shall only be payable in cashStockholder Representative the Earn Out Statement for the applicable Quarterly Earn Out Period, such payment and remit to be in US dollarsthe Payment Agent, the Earn Out Payment, if any, due for the immediately preceding Quarterly Earn Out Period. (eiii) Any agreed Contingent Consideration shall be payable Upon delivery to the Paying AgentStockholder Representative of the Earn Out Statement and deposit of the Earn Out Payment, by wire transfer if any, owed for the applicable Quarterly Earn Out Period, the Buyer will (A) provide a representative of immediately available funds the Stockholder Representative with reasonable access to the account specified employee(s) of the Buyer who prepared the Earn Out Statement for such Quarterly Earn Out Period, and (B) provide a representative of the Stockholder Representative with access to the relevant records of the Company that were used by the Paying Agent, Buyer to calculate the Earn Out Payment. The Buyer may condition such access to the Purchaser, for distribution delivery by the Paying Agent amongst Stockholder Representative of a non-disclosure agreement in form and substance reasonably acceptable to the Vendors in accordance with their respective Designated PercentagesBuyer. (fb) The Vendors’ Delegate shall invoice the Purchaser for any Earn-Out Payments and Royalties payable once the amount of any such Earn-Out Payments and/or Royalties have been finally determined in accordance with the terms of this Section 2.8. If any portion of any Earn-Out Payments and/or Royalties remains to be determined by the Parties or is subject to dispute in accordance with the terms of this Section 2.8, the Parties acknowledge that the Vendors’ Delegate shall be entitled to issue an invoice for any portion of such Earn-Out Payments and/or Royalties that do not remain to be so determined. For the avoidance of doubt, the Vendors’ Delegate shall only invoice the Purchaser for the portion of any Earn-Out Payments or Royalties in dispute after such dispute is settled and the applicable portion of such Earn-Out Payment or Royalty is finally determined and failure to issue the invoice due to any dispute shall not prejudice the Vendors or the Vendors’ Delegate in any manner. Subject to and in accordance with this Agreement, any Earn-Out Payments and the Royalties payable by the Purchaser shall be paid within [**] of the date of the invoice delivered by the Vendors’ Delegate (each payment date, the “Earn-Out Payment Pay Date” or “Royalty Pay Date”, as applicable). (g) The Contingent Consideration shall be payable by the Purchaser or its Affiliates regardless of whether the Purchaser or its Affiliates undertakes any corporate or other bona fide reorganization, and references to the Corporation As used in this Section 2.8 12, the following terms shall be deemed to include any Person which owns or controls have the ARTMS Technology.following meanings:

Contingent Consideration. (a) The Vendors shall be entitled Following the Closing, Purchaser agrees to be paid by the Purchaser the earn-out payments pay to Seller $69,000,000 (the “Earn-Out PaymentsContingent Consideration”)) in the event that the Outstanding Credit Amount Measurement, as additional consideration for the sale and transfer of the Purchased Shares, based on the achievement of the Earn-Out Milestones when measured in accordance with the terms set out in Schedule 2.8.1(A)immediately subsequent sentence, exceeds $138,000,000. The Parties acknowledge For purposes of determining whether the Contingent Consideration is payable hereunder, the Outstanding Credit Amount Measurement shall be measured at the nine-month anniversary of Closing and at the expiration of the Measurement Period; provided, however that if the Earn-Out Payments are intended Contingent Consideration is determined to be adjustments to the Purchase Price payable as a result of any such measurements, then in no event shall there be a subsequent measurement of the Purchased Shares to reflect Outstanding Credit Amount Measurement (and for the underlying goodwill avoidance of the Businessdoubt, the value of which cannot be accurately determined by the Parties on or before Closing Date. (b) In addition, the Vendors shall be entitled to be paid by the Purchaser royalties and sharing payments (the “Royalties”), as additional consideration for the sale and transfer of the Purchased Shares, in accordance with the terms set out in Schedule 2.8.1(B), and as further delineated therein. (c) The determination of whether any Earn-Out Payments or Royalties are payable shall be based on the terms of this Section 2.8, the applicable Schedule (2.8.1(a) or 2.8.1(b)) and the applicable terms of this Agreement. (d) All Earn-Out Payments and Royalties due and owing to the Vendors shall only be payable in cash, such payment to be in US dollars. (e) Any agreed Contingent Consideration shall be payable no more than once). For purposes hereof, the “Measurement Period” shall be the period from the Closing Date until the earlier of (i) the date that is 18-months following the Closing Date (the “18-Month Anniversary”) and (ii) if the vacations business of the Company Entities is sold by Purchaser to a third party (other than an affiliate of Purchaser) prior to the Paying Agent18-Month Anniversary, the date on which the closing of such sale occurs (such date, the “Vacations Sale Closing Date”). Purchaser shall pay the Contingent Consideration by wire transfer of immediately available funds to the such account specified by the Paying Agent, as Seller shall designate in writing to the Purchaser, for distribution by the Paying Agent amongst the Vendors Purchaser within five Business Days of a final determination that such amount is payable in accordance with this Section 3.6 (by written agreement of Purchaser and Seller or determination of the Accounting Firm pursuant to Section 3.6(d)). (b) Until the end of the Measurement Period, Purchaser shall deliver to Seller within 30 days after each six month anniversary of the Closing Date, a trend report describing the Outstanding Credit Amount Month End Averages (and the calculation thereof) since the Closing. (c) During the Measurement Period, Purchaser shall (and shall cause the Company Entities to) make available to Seller during normal business hours the current and former personnel of Purchaser and the Company Entities who were involved in the preparation of the financial information provided pursuant to Section 3.6(b), and such information, books, records and work papers, as may be reasonably required by Seller to review the financial information provided pursuant to Section 3.6(b); provided, however, that independent accountants of Purchaser shall not be obligated to make any information, books, records or working papers available to Seller unless and until Seller has signed a customary confidentiality and hold harmless agreement relating to such access to information, books, records and working papers in form and substance reasonably acceptable to such independent accountants. Seller shall conduct such review in such a manner as not to interfere unreasonably with the business or operations of Purchaser and the Company Entities, and in any event no more frequently than once every three (3) months. (d) Within thirty (30) days following the date of each measurement of the Outstanding Credit Amount Measurement, Purchaser shall notify Seller of its determination as to whether or not the Contingent Consideration is payable in accordance with Section 3.6(a). If Purchaser determines that the Contingent Consideration is not payable for any measurement of the Outstanding Credit Amount Measurement and Seller disagrees with Purchaser’s determination, Seller shall, within 30 days following the date of such notification from Purchaser, notify Purchaser in writing of such disagreement, which notice shall describe in reasonable detail the basis of such disagreement. If such notice is timely delivered to Purchaser, then Purchaser and Seller shall negotiate in good faith to resolve their respective Designated Percentagesdisagreement with respect to the computation of any Outstanding Credit Amount Measurement disputed by Seller. In the event that Purchaser and Seller are unable to resolve all such disagreements within 20 days after Purchaser’s receipt of such notice, Purchaser and Seller shall submit such disagreement to RSM US LLP, or any other nationally recognized firm of certified public accountants as is mutually acceptable to Purchaser and Seller (the “Accounting Firm”) solely to determine whether the Outstanding Credit Amount Measurement as of the end of the Measurement Period has exceeded $138,000,000. The Accounting Firm shall have exclusive jurisdiction over, and resort to the Accounting Firm as provided in this Section 3.6(d) shall be the only recourse and remedy of Seller and Purchaser against one another with respect to, any disputes arising out of or relating to this Section 3.6. The Accounting Firm shall act as an expert and not as an arbitrator. Purchaser and Seller shall use reasonable efforts to cause the Accounting Firm to resolve all such disagreements as soon as practicable, but in any event shall direct the Accounting Firm to render a determination within 60 days after the submission of such disagreement to the Accounting Firm. During the review by the Accounting Firm, Purchaser shall (and shall cause the Company Entities to) make available to the Accounting Firm the current and former personnel of Purchaser and the Company Entities and such information, books, records and work papers, as may be reasonably required by the Accounting Firm to fulfill its obligations under this Section 3.6(d); provided, however, that the independent accountants of Purchaser shall not be obligated to make any working papers available to the Accounting Firm unless and until the Accounting Firm has signed a customary confidentiality and hold harmless agreement relating to such access to such working papers in form and substance reasonably acceptable to such independent accountants. The determination of the Accounting Firm shall be final, conclusive and binding upon Seller and Purchaser and shall not be subject to appeal or further review, absent manifest error or fraud. The cost of the Accounting Firm’s review and determination pursuant to this Section 3.6 shall be borne by Purchaser, if the Accounting Firm determines in Seller’s favor, and by Seller, if the Accounting Firm determines in Purchaser’s favor. (e) Purchaser and Seller acknowledge that the amount of the Contingent Consideration has been negotiated by the parties based on their inability to agree as to the valuation of the Company Entities as of the Closing Date, and the amount of the Contingent Consideration that becomes payable to Seller, if any, is intended by the parties to be treated as part of the purchase price and except to the extent that a portion of the Contingent Consideration is required to be treated as imputed interest under Section 1274 or Section 483 of the Code and the Treasury Regulations or otherwise under applicable Law, the parties will treat any such Contingent Consideration as an adjustment to the purchase price for Tax purposes. Seller and Purchaser agree not to take any position, including for federal, state, foreign or local Tax purposes, that is inconsistent with the intent expressed in this Section 3.6(e). (f) The Vendors’ Delegate During the Measurement Period, Purchaser shall invoice not, and shall cause the Purchaser for Company Entities not to, knowingly take any Earn-Out Payments and Royalties payable once the amount of any such Earn-Out Payments and/or Royalties have been finally determined in accordance with the terms of this Section 2.8. If any portion of any Earn-Out Payments and/or Royalties remains to be determined by the Parties or is subject to dispute in accordance with the terms of this Section 2.8, the Parties acknowledge that the Vendors’ Delegate shall be entitled to issue an invoice for any portion of such Earn-Out Payments and/or Royalties that do not remain to be so determined. For the avoidance of doubt, the Vendors’ Delegate shall only invoice the Purchaser action for the portion primary purpose of any Earn-Out Payments or Royalties in dispute after such dispute is settled and preventing the applicable portion of such Earn-Out Payment or Royalty is finally determined and failure to issue the invoice due to any dispute shall not prejudice the Vendors or the Vendors’ Delegate in any manner. Subject to and in accordance with this Agreement, any Earn-Out Payments and the Royalties payable by the Purchaser shall be paid within [**] Outstanding Credit Amount Measurement as of the date of any measurement thereof from exceeding $138,000,000 or otherwise preventing the invoice delivered by the Vendors’ Delegate (each payment date, the “Earn-Out Payment Pay Date” or “Royalty Pay Date”, as applicable). (g) The aggregate Contingent Consideration from becoming payable pursuant to this Section 3.6. During the Measurement Period, Purchaser shall be payable by cause the Purchaser Company Entities not to materially change the Company Entities’ policies, procedures or its Affiliates regardless of whether the Purchaser or its Affiliates undertakes any corporate or other bona fide reorganization, and references terms solely to the Corporation extent relating to travel credits or method of accounting for or recording travel credits, in this Section 2.8 shall be deemed each case, that have been previously disclosed to include any Person which owns or controls Purchaser and are in effect on the ARTMS Technologydate hereof.

Contingent Consideration. In addition, additional consideration (athe "Additional Consideration") The Vendors in an aggregate amount of not more than $1,750,000 (the "Limit Amount") shall be payable after the Closing if, and only if, the Surviving Corporation attains the Performance Goal (as defined below). In any calendar year during the ten year period following the Closing (the "Ten Year Term") that the Surviving Corporation attains Annual Net Revenues of more than $7,500,000 (the "Performance Goal"), the Stockholders shall be entitled to be paid by the Purchaser the earn-out payments (the “Earn-Out Payments”), as additional consideration for the sale and transfer Additional Consideration in an aggregate amount equal to 10% of the Purchased SharesAnnual Net Revenues in excess of $7,500,000; provided, based on the achievement of the Earn-Out Milestones in accordance with the terms set out in Schedule 2.8.1(A). The Parties acknowledge that the Earn-Out Payments are intended to be adjustments to aggregate amount of Additional Consideration paid under this Section 3.1(b) shall not exceed the Purchase Price of Limit Amount during or after the Purchased Shares to reflect the underlying goodwill of the Business, the value of which cannot be accurately determined by the Parties on or before Closing Date. (b) In addition, the Vendors Ten Year Term. Each Stockholder shall be entitled to be paid receive his Proportionate Share of any Additional Consideration payable hereunder. On or before March 31st of each year during the ten year period following the Closing (unless the Limit Amount of Additional Consideration has been previously paid), CryoLife shall send to the Stockholders (i) a report of the amount of Annual Net Revenues, (ii) a report of the amount of Additional Consideration, if any, payable with respect to the previous calendar year (or portion thereof), (iii) a copy of the audited financial statements of CryoLife as included in CryoLife's Annual Report on Form 10-K for the previous year, as prepared by CryoLife's certified public accountants, and (iv) if applicable, a check for the Purchaser royalties and sharing payments amount of Additional Consideration payable to such Stockholder. CryoLife shall have the option, at any time, to terminate its obligations under this Section 3.1(b) by paying to the Stockholders an amount equal to the then current present value of an amount (the “Royalties”), as additional consideration for "Remainder Amount") determined by subtracting from the sale and transfer Limit Amount the aggregate of all amounts of Additional Consideration previously paid to the Stockholders. Calculation of the Purchased Shares, in accordance with current present value of the terms set out in Schedule 2.8.1(B), and as further delineated therein. (c) The determination of whether any Earn-Out Payments or Royalties are payable Remainder Amount shall be based on the terms of this Section 2.8, the applicable Schedule (2.8.1(a) or 2.8.1(b)) and the applicable terms of this Agreement. (d) All Earn-Out Payments and Royalties due and owing to the Vendors shall only be payable in cash, such payment to be in US dollars. (e) Any agreed Contingent Consideration shall be payable to the Paying Agent, by wire transfer of immediately available funds to the account specified by the Paying Agent, to the Purchaser, for distribution by the Paying Agent amongst the Vendors in accordance with their respective Designated Percentages. (f) The Vendors’ Delegate shall invoice the Purchaser for any Earn-Out Payments and Royalties payable once the amount of any such Earn-Out Payments and/or Royalties have been finally determined in accordance with the terms of this Section 2.8. If any portion of any Earn-Out Payments and/or Royalties remains to be determined by the Parties or is subject to dispute in accordance with the terms of this Section 2.8, the Parties acknowledge assumption that the Vendors’ Delegate shall be entitled to issue an invoice for any portion of such Earn-Out Payments and/or Royalties that do not remain to be so determined. For the avoidance of doubt, the Vendors’ Delegate shall only invoice the Purchaser for the portion of any Earn-Out Payments or Royalties in dispute after such dispute is settled and the applicable portion of such Earn-Out Payment or Royalty is finally determined and failure to issue the invoice due to any dispute shall not prejudice the Vendors or the Vendors’ Delegate in any manner. Subject to and in accordance with this Agreement, any Earn-Out Payments and the Royalties payable by the Purchaser shall Remainder Amount would be paid within [**] in equal annual installments ending on the sixth anniversary of the date Closing and an assumed interest rate of the invoice delivered by the Vendors’ Delegate (each payment date, the “Earn-Out Payment Pay Date” or “Royalty Pay Date”, as applicable)8% per annum. (g) The Contingent Consideration shall be payable by the Purchaser or its Affiliates regardless of whether the Purchaser or its Affiliates undertakes any corporate or other bona fide reorganization, and references to the Corporation in this Section 2.8 shall be deemed to include any Person which owns or controls the ARTMS Technology.

Contingent Consideration. (a) The Vendors As soon as practicable, but in any event no later than 90 days following December 31, 2004 and 75 days following December 31, 2005, Buyer shall be entitled to be paid by (i) prepare in accordance with GAAP a statement derived from the Purchaser audited financial statements of Buyer (each, an "EARN-OUT STATEMENT") of the earnBusiness EBITDA (as defined below) for each of the full fiscal years ending on such dates (such one-out payments (year periods together being the “"EARN-OUT PERIOD") and, in the Earn-Out Payments”Statement for the fiscal year ending December 31, 2005, the Average Annual Business EBITDA (as defined below) for the Earn-Out Period, and (ii) deliver each Earn-Out Statement to Seller. Following delivery of an Earn-Out Statement, Buyer shall upon reasonable notice provide Seller and Seller's accountant with access to the management of the Company and Buyer during normal business hours, shall, and shall cause Buyer's accountants, upon reasonable notice and prior to the Final Earn-Out Determination Date (as defined below), as additional consideration for to provide access to any and all documents, records and work papers used in the sale and transfer of the Purchased Shares, based on the achievement preparation of the Earn-Out Milestones Statements and shall cooperate with Seller and Seller's accountants in accordance connection with the terms set out in Schedule 2.8.1(A). The Parties acknowledge that their review of the Earn-Out Payments are intended to be adjustments to Statements and the Purchase Price documents, records and work papers related thereto. Seller shall have forty-five (45) days after receipt of the Purchased Shares to reflect the underlying goodwill of the Business, the value of which cannot be accurately determined by the Parties on or before Closing Date. (b) In addition, the Vendors shall be entitled to be paid by the Purchaser royalties and sharing payments (the “Royalties”), as additional consideration for the sale and transfer of the Purchased Shares, in accordance with the terms set out in Schedule 2.8.1(B), and as further delineated therein. (c) The determination of whether any Earn-Out Payments or Royalties are payable shall be based on Statement prepared for the terms of this Section 2.8fiscal year ending December 31, 2004 (such period, the applicable Schedule (2.8.1(a"PRELIMINARY DISPUTE PERIOD") or 2.8.1(b)) and the applicable terms of this Agreement. (d) All Earn-Out Payments and Royalties due and owing to the Vendors shall only be payable in cash, such payment to be in US dollars. (e) Any agreed Contingent Consideration shall be payable to the Paying Agent, by wire transfer of immediately available funds to the account specified by the Paying Agent, to the Purchaser, for distribution by the Paying Agent amongst the Vendors in accordance with their respective Designated Percentages. (f) The Vendors’ Delegate shall invoice the Purchaser for any Earn-Out Payments and Royalties payable once the amount of any such Earn-Out Payments and/or Royalties have been finally determined in accordance with the terms of this Section 2.8. If any portion of any Earn-Out Payments and/or Royalties remains to be determined by the Parties or is subject to dispute in accordance with the terms of this Section 2.8, the Parties acknowledge that the Vendors’ Delegate shall be entitled to issue an invoice for any portion or all amounts or elements of such Earn-Out Payments and/or Royalties that do Statement ("PRELIMINARY DISPUTE"). Seller shall provide to Buyer, prior to the end of the Preliminary Dispute Period, written notice of the Preliminary Dispute (a "PRELIMINARY DISPUTE NOTICE"), setting forth in reasonable detail the amounts and elements with which it disagrees. If Seller does not remain deliver a Preliminary Dispute Notice to be so determined. For Buyer prior to the avoidance end of doubtthe Preliminary Dispute Period, the Vendors’ Delegate shall only invoice the Purchaser for the portion of any Earn-Out Payments or Royalties in dispute after such dispute is settled and the applicable portion of such Earn-Out Payment Statement shall be final and binding upon Seller in the form in which it was delivered to Seller and no amounts in such Earn-Out Statement may be disputed by Seller in the Dispute Notice. Seller shall have forty-five (45) days after receipt of the Earn-Out Statement prepared for the fiscal year ending December 31, 2005 (the "FINAL EARN-OUT STATEMENT") (such period, the "FINAL DISPUTE PERIOD") to dispute any or Royalty is finally determined all amounts or elements of the Final Earn-Out Statement and failure any items set forth in a Preliminary Dispute Notice with respect to issue the invoice due to any dispute shall Preliminary Dispute Period that have not prejudice the Vendors or the Vendors’ Delegate in any manner. Subject to been resolved between Buyer and Seller in accordance with this AgreementSection 2.2(b) (a "DISPUTE"). If Seller determines to pursue a Dispute, Seller shall provide to Buyer, prior to the end of the Final Dispute Period, written notice of the Dispute (a "DISPUTE NOTICE"), setting forth in reasonable detail the amounts and elements with which it disagrees, and any Dispute shall be limited to the matters included by Seller in the Dispute Notice with respect to the Final Earn-Out Payments Statement and the Royalties payable by the Purchaser shall be paid within [**] of the date of the invoice delivered by the Vendors’ Delegate (each payment date, the “Earn-Out Payment Pay Date” or “Royalty Pay Date”, as applicable). (g) The Contingent Consideration shall be payable by the Purchaser or its Affiliates regardless of whether the Purchaser or its Affiliates undertakes any corporate or other bona fide reorganization, and references to the Corporation in this Section 2.8 shall be deemed to include any Person which owns or controls the ARTMS Technology.Preliminary Dispute