Common use of Contingent Purchase Price Clause in Contracts

Contingent Purchase Price. As contingent consideration for the Shares, Purchaser will pay to Seller, as described below, a three-year cumulative earnout of up to an aggregate of $4,000,000 based on the achievement of specified targets (the “Targets”) of compounded annual growth rate in EBIT (“EBIT CAGR”) of Crosstex (calculated in accordance with Schedule 2.5.2(B)) as measured against the Baseline EBIT, but subject to the terms and conditions of this Section 2.5. The additional contingent consideration (the “Contingent Purchase Price”) shall be determined and payable as follows: 2.5.1. For the purpose of computing the Contingent Purchase Price due with respect to each of the twelve-month periods ending July 31, 2006 (the “First Target Year”), July 31, 2007 (the “Second Target Year”), and July 31, 2008 (the “Third Target Year”), Purchaser will make the computations set forth in Sections 2.5.2(A) and 2.5.2(B), comparing both of the computation methods therein (the “Computation Methods”). The Computation Method yielding the higher Contingent Purchase Price to Seller for the period in question shall be the Computation Method selected with respect to such period so as to maximize the Contingent Purchase Price over the three-year period ending July 31, 2008; provided, however, that except as provided in Section 2.5.2(A)(2), in no event shall the aggregate Contingent Purchase Price payable to Seller hereunder exceed $3,666,667, plus an additional $333,333 if the test under Section 2.5.2(A)(2) is satisfied.. For the First Target Year the Computation Method set forth in Section 2.5.2(A) is the only applicable method for determining the Contingent Purchase Price. 2.5.2. The Computation Methods are as follows:

Contingent Purchase Price. As On the terms and subject to the conditions of this Section 2.8, as contingent consideration for the SharesAssets, Purchaser will pay to Seller, as described below, Seller a threetwo-year cumulative earnout of up to an aggregate of up to $4,000,000 based on the achievement of specified targets (the “Targets”) of compounded annual growth rate in EBIT (“EBIT CAGR”) of Crosstex (calculated in accordance with Schedule 2.5.2(B)) as measured against the Baseline EBIT, but subject to the terms and conditions of this Section 2.5. The additional contingent consideration 10,000,000 (the “Contingent Purchase Price”) shall be determined based on the achievement of specified targets of Gross Profit of the Xxxxx Division (the “Targets”) calculated and payable as followsfollows and as modeled in Schedule 2.8: 2.5.12.8.1. For the purpose of computing the Contingent Purchase Price due with respect to each of the twelve-month periods ending July 31, 2006 2012 (the “First Target Year”), ) and July 31, 2007 2013 (the “Second Target Year”), and July 31, 2008 (the “Third Target Year”), Purchaser will make the computations set forth in Sections 2.5.2(A2.8.2(A) and 2.5.2(B2.8.2(B), comparing both of the computation methods therein (the each a “Computation MethodsMethod”). The Computation Method yielding the higher Contingent Purchase Price to Seller for the period in question shall be the Computation Method selected with respect to such period so as to maximize the Contingent Purchase Price over the threetwo-year period ending July 31, 20082013 (the “Two-Year Period”); provided, however, that except as provided in Section 2.5.2(A)(2), in no event shall the aggregate Contingent Purchase Price payable to Seller hereunder exceed $3,666,667, plus an additional $333,333 if the test under Section 2.5.2(A)(2) is satisfied.. 10,000,000. For the First Target Year the Computation Method set forth in Section 2.5.2(A2.8.2(A)(1) is the only applicable method for determining the Contingent Purchase Price. 2.5.22.8.2. The Computation Methods are as follows:

Contingent Purchase Price. As contingent consideration for the Shares, Purchaser will pay to Seller, as described below, a three-year cumulative earnout of up to an aggregate of $4,000,000 3,041,130 based on the achievement of specified targets (the “Targets”) of compounded annual growth rate in EBIT (“EBIT CAGR”) of Crosstex (calculated in accordance with Schedule 2.5.2(B)) as measured against the Baseline EBIT, but subject to the terms and conditions of this Section 2.5. The additional contingent consideration (the “Contingent Purchase Price”) shall be determined and payable as follows: 2.5.1. For the purpose of computing the Contingent Purchase Price due with respect to each of the twelve-month periods ending July 31, 2006 (the “First Target Year”), July 31, 2007 (the “Second Target Year”), and July 31, 2008 (the “Third Target Year”), Purchaser will make the computations set forth in Sections 2.5.2(A) and 2.5.2(B), comparing both of the computation methods therein (the “Computation Methods”). The Computation Method yielding the higher Contingent Purchase Price to Seller for the period in question shall be the Computation Method selected with respect to such period so as to maximize the Contingent Purchase Price over the three-year period ending July 31, 2008; provided, however, that except as provided in Section 2.5.2(A)(2), in no event shall the aggregate Contingent Purchase Price payable to Seller hereunder exceed $3,666,6672,787,703, plus an additional $333,333 253,428 if the test under Section 2.5.2(A)(2) is satisfied.. For the First Target Year the Computation Method set forth in Section 2.5.2(A) is the only applicable method for determining the Contingent Purchase Price. 2.5.2. The Computation Methods are as follows:

Contingent Purchase Price. As contingent consideration for the Shares, Purchaser will pay to Seller, as described below, a three-year cumulative earnout of up to an aggregate of $4,000,000 958,870 based on the achievement of specified targets (the “Targets”) of compounded annual growth rate in EBIT (“EBIT CAGR”) of Crosstex (calculated in accordance with Schedule 2.5.2(B)) as measured against the Baseline EBIT, but subject to the terms and conditions of this Section 2.5. The additional contingent consideration (the “Contingent Purchase Price”) shall be determined and payable as follows: 2.5.1. For the purpose of computing the Contingent Purchase Price due with respect to each of the twelve-month periods ending July 31, 2006 (the “First Target Year”), July 31, 2007 (the “Second Target Year”), and July 31, 2008 (the “Third Target Year”), Purchaser will make the computations set forth in Sections 2.5.2(A) and 2.5.2(B), comparing both of the computation methods therein (the “Computation Methods”). The Computation Method yielding the higher Contingent Purchase Price to Seller for the period in question shall be the Computation Method selected with respect to such period so as to maximize the Contingent Purchase Price over the three-year period ending July 31, 2008; provided, however, that except as provided in Section 2.5.2(A)(2), in no event shall the aggregate Contingent Purchase Price payable to Seller hereunder exceed $3,666,667878,964, plus an additional $333,333 79,906 if the test under Section 2.5.2(A)(2) is satisfied.. For the First Target Year the Computation Method set forth in Section 2.5.2(A) is the only applicable method for determining the Contingent Purchase Price. 2.5.2. The Computation Methods are as follows: