Common use of Earn-Out Payment Clause in Contracts

Earn-Out Payment. (a) No later than March 15, 2016, Growth Partners shall deliver to HIE Holdings a reasonably detailed statement (the “Earn-Out Statement”) that sets forth Growth Partners’ good faith calculation of the Earn-Out Payment, if any (the “Initial Earn-Out Amount”). (b) The Earn-Out Statement shall become final and binding upon Growth Partners and HIE Holdings not later than the thirtieth (30th) day following the date on which the Earn-Out Statement is delivered to HIE Holdings, unless HIE Holdings, within such thirty (30) day period, notifies Growth Partners in writing of any objections thereto (the “Earn-Out Objection”). If (i) HIE Holdings accepts the Earn-Out Statement within such thirty (30) days or (ii) no Earn-Out Objection is delivered by HIE Holdings within such thirty (30) days, then the Earn-Out Statement shall be final and binding upon Growth Partners and HIE Holdings, and Growth Partners shall, within five (5) Business Days after the acceptance or deemed acceptance of the Earn-Out Statement by HIE Holdings, issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal to the Initial Earn-Out Amount in accordance with the Growth Partners Operating Agreement. HIE Holdings’ receipt of the benefit of the Initial Earn-Out Amount shall be treated as an adjustment to the amount of HIE Holdings’ capital contribution for U.S. federal, state and local income tax purposes. (c) If the Earn-Out Objection is delivered within such thirty (30) days, then promptly following Growth Partner’s receipt of the Earn-Out Objection, Growth Partners and HIE Holdings shall negotiate in good faith in an effort to resolve any objections made by HIE Holdings with respect to the Earn-Out Statement and/or the Initial Earn-Out Amount, and in the event and to the extent that HIE Holdings and Growth Partners resolve such proposed revisions (the “Agreed Earn-Out Adjustments”), the Agreed Earn-Out Adjustments shall be, to the extent of such resolutions, final and binding on Growth Partners and HIE Holdings. If all of HIE Holdings’ objections are resolved by the Parties, Growth Partners shall within five (5) Business Days thereafter issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal to the sum of the Initial Earn-Out Amount and the Agreed Earn-Out Adjustments in accordance with the Growth Partners Operating Agreement. HIE Holdings’ receipt of the benefit of the Initial Earn-Out Amount and the Agreed Earn-Out Adjustments shall be treated as an adjustment to the amount of HIE Holdings’ capital contribution for U.S. federal, state and local income tax purposes. (d) If there remain any unresolved objections to the Earn-Out Statement and/or the Initial Earn-Out Amount after thirty (30) days of Growth Partner’s receipt of the Earn-Out Objection, then Growth Partners shall, within five (5) Business Days thereafter, issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal to the portion of the Initial Earn-Out Amount with respect to which there is no dispute, and the disputed portion shall be subject to the dispute resolution procedures set forth in Section 5.5 below. (e) Subsequent to the Closing and through and including December 31, 2015, Growth Partners shall not take, or omit to take, any action intended primarily to avoid or reduce the Earn-Out Payment that would otherwise be payable hereunder.

Earn-Out Payment. (a) No later than March As promptly as practicable but in any event within fifteen (15) Business Days following the date that is the twenty-four (24) month anniversary of the Closing Date (the “Measurement Date”), 2016, Growth Partners shall the Buyer will prepare and deliver to HIE Holdings the Seller Representative a reasonably detailed statement (the “Preliminary Earn-Out Statement”) that sets setting forth Growth Partners’ in reasonable detail the Buyer’s good faith calculation of the Monthly Recurring Revenue of the Business. The Preliminary Earn-Out Payment, if any (Statement will be prepared in good faith by the “Initial Earn-Out Amount”)Buyer based on the books and records of the Business. (b) The Seller Representative may, within fifteen (15) Business Days after the date of receipt of the Preliminary Earn-Out Statement, deliver to the Buyer a notice setting forth in reasonable detail with supporting documentation any objections that the Seller Representative, in good faith, may have thereto. If the Seller Representative does not so object within such time period, the calculation of the Monthly Recurring Revenue set forth in such Preliminary Earn-Out Statement shall become final and binding upon Growth Partners and HIE Holdings not later than the thirtieth (30th) day following the date on which the Earn-Out Statement is delivered to HIE Holdings, unless HIE Holdings, within such thirty (30) day period, notifies Growth Partners in writing of any objections thereto (the “Earn-Out Objection”). If (i) HIE Holdings accepts the Earn-Out Statement within such thirty (30) days or (ii) no Earn-Out Objection is delivered by HIE Holdings within such thirty (30) days, then the Earn-Out Statement shall will be final and binding upon Growth Partners on the parties for purposes of this Agreement. If the Seller Representative so objects in good faith within such time period, then the Buyer and HIE Holdingsthe Seller Representative will use good faith efforts to resolve by written agreement any differences as to the calculation of Monthly Recurring Revenue and, if the Buyer and the Seller Representative so resolve any such differences, the Monthly Recurring Revenue Amount, as adjusted by the agreed adjustments, will be final and binding on the parties for purposes of this Agreement. If any objections raised by the Seller Representative are not resolved by written agreement of the parties within fifteen (15) Business Days after the Seller Representative advises the Buyer of its objections, then the Buyer and the Seller Representative will submit the objections that are then unresolved to the Independent Auditor, which shall be directed to resolve the unresolved objections as promptly as reasonably practicable and to deliver written notice to each of the Buyer and the Seller Representative setting forth its resolution of the disputed matters. All determinations by the Independent Auditor will be based solely on the information presented to it by the Buyer or the Seller Representative and their respective representatives, and Growth Partners shallnot by independent review. In resolving any disputed item, within the Independent Auditor will be bound by the terms of this Agreement, including the definition of Monthly Recurring Revenue, and will not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The calculation of Monthly Recurring Revenue, after giving effect to any agreed adjustments and the resolution of any disputed matters by the Independent Auditor, will be final and binding on the parties for purposes of this Agreement. (c) The parties will make available to each other and, if applicable, the Independent Auditor, such books, records and other information (including work papers) as any of the foregoing may reasonably request in order to review the Preliminary Earn-Out Statement. The fees, costs and expenses of the Independent Auditor will be borne by the parties in inverse proportion, as determined by the Independent Auditor, as they may prevail on the matter resolved by the Independent Auditor. (d) Promptly (but not later than five (5) Business Days Days) after the acceptance or deemed acceptance final determination of the Monthly Recurring Revenue as set forth herein, the Buyer will pay to the Seller Representative, by wire transfer of immediately available funds, an amount (the “Earn- Out Payment”) determined as follows: Monthly Recurring Revenue Earn-Out Statement by HIE Holdings, issue to HIE Holdings additional Class B Non-Voting Units Payment Amount Less than $375,000 $0 An amount between $375,000 and $500,000 (by reflection on Growth Partners’ books and recordsincluding $375,000 and $500,000) equal to the Initial Earn-Out Amount in accordance with the Growth Partners Operating Agreement. HIE Holdings’ receipt of the benefit of the Initial Earn-Out Amount shall be treated as an adjustment to the $3,750,000 An amount of HIE Holdings’ capital contribution for U.S. federal, state and local income tax purposes. (c) greater than $500,000 $5,000,000 If the Earn-Out Objection is delivered within such thirty (30) daysBuyer fails to pay when due any undisputed amount owed by it under this Section 2.7(d), then promptly following Growth Partner’s receipt interest on such undisputed amount will accrue at the per annum rate of ten percent (10%) from the Earn-Out Objection, Growth Partners date payment was due and HIE Holdings shall negotiate payable until paid in good faith in an effort to resolve any objections made by HIE Holdings with respect to the Earn-Out Statement and/or the Initial Earn-Out Amount, and in the event and to the extent that HIE Holdings and Growth Partners resolve such proposed revisions (the “Agreed Earn-Out Adjustments”), the Agreed Earn-Out Adjustments shall be, to the extent of such resolutions, final and binding on Growth Partners and HIE Holdings. If all of HIE Holdings’ objections are resolved by the Parties, Growth Partners shall within five (5) Business Days thereafter issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal to the sum of the Initial Earn-Out Amount and the Agreed Earn-Out Adjustments in accordance with the Growth Partners Operating Agreement. HIE Holdings’ receipt of the benefit of the Initial Earn-Out Amount and the Agreed Earn-Out Adjustments shall be treated as an adjustment to the amount of HIE Holdings’ capital contribution for U.S. federal, state and local income tax purposes. (d) If there remain any unresolved objections to the Earn-Out Statement and/or the Initial Earn-Out Amount after thirty (30) days of Growth Partner’s receipt of the Earn-Out Objection, then Growth Partners shall, within five (5) Business Days thereafter, issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal to the portion of the Initial Earn-Out Amount with respect to which there is no dispute, and the disputed portion shall be subject to the dispute resolution procedures set forth in Section 5.5 belowfull. (e) Subsequent to During the period from the Closing Date until the Measurement Date, the Buyer will (i) use commercially reasonable, good faith efforts to cause the Business to be conducted in substantially the same manner that the Buyer conducts its other operations, including with respect to capital efficiency and through goals and including December 31rate of return targets, 2015, Growth Partners shall (ii) not take, reduce or omit to take, defer recognition of any action intended primarily to avoid revenue with the intent of preventing or reduce limiting the Monthly Recurring Revenue or the Earn-Out Payment calculated in respect thereof, provided that would revenue may be deferred if such deferral is required by GAAP, (iii) employ or otherwise retain the Owners and use commercially reasonable efforts to continue the employment of the Key Employees and maintain the roles and responsibilities of the Owners and Key Employees with the Business as in effect at the Company Entities immediately prior to the Closing, unless any such Person is terminated for Cause, (iv) notwithstanding clause (i) above, make available to the Owners, for retention and expansion of the Business and the revenue described in Exhibit D, the Clarity Budget, (v) not dispose of any portion of the Business outside of the Ordinary Course of Business except for sale of the Business to a purchaser that agrees to be bound by the obligations set forth in this Section 2.7, and (vi) not in bad faith take or omit to take any action intended to impede or impair the payment of any Earn-Out Payment under this Section 2.7. (f) In the event of a Buyer Change in Control prior to the Measurement Date, an Earn-Out Payment equal to $5,000,000 will become immediately due and payable hereunderto the Sellers and, following such payment, this Section 2.7 will have no further force or effect. (g) The parties understand and agree that (i) the contingent right of the Seller Representative to receive the Earn-Out Payment on behalf of the Sellers shall not be represented by any form of certificate or other instrument, is not transferable, except by operation of laws relating to descent and distribution, divorce or community property, and does not constitute an equity or ownership interest in the Buyer, the Company Entities, or their respective Affiliates,

Earn-Out Payment. (a) No later than March 15If, 2016as of the close of business on September 30, Growth Partners shall deliver 2019, the sum of (i) the total revenue (determined in accordance with GAAP) of Purchaser and its Affiliates (including the Company) resulting from sales of ECUs from the Closing up to HIE Holdings a reasonably detailed statement and including September 30, 2019 (the “Earn-Out StatementProduct Revenue”) and (ii) the total dollar value of committed customer orders received by Purchaser and its Affiliates (including the Company) for ECUs that sets forth Growth Partners’ good faith calculation have been scheduled for delivery to such customer and represented by valid purchase orders as of the Earn-Out Paymentclose of business on September 30, if any 2019 (the “Initial Earn-Product Orders”) equals or exceeds $86,700,000 (the “Earn Out AmountBenchmark”), Purchaser shall pay to Seller an amount of $30,000,000; provided, however, that if the aggregate amount of the Product Revenue and the Product Orders is less than the Earn Out Benchmark, then Purchaser shall pay to Seller an amount equal to (i) $30,000,000 multiplied by (ii) the percentage of the Earn Out Benchmark represented by the aggregate amount of the Product Revenue and the Product Orders, all as more particularly set forth in this Section 2.7. Any payment due under this Section 2.7 is referred to herein as the “Earn Out Payment” and is subject to Purchaser’s right of offset set forth in Section 10.3(i). (b) Within 60 days of the expiration of the Earn Out Period, Purchaser shall deliver to Seller, with reasonable detail, its calculation of the Earn Out Payment, if any, and the components thereof. The EarnEarn Out Payment shall be determined and calculated in accordance with GAAP. Following receipt of the calculation of the Earn Out Payment, if any, Seller shall be afforded a period of 30 days to review the same. To assist in any such review, Purchaser shall reasonably make available to Seller, upon request and during normal business hours, worksheets and other papers prepared in connection with the preparation of the calculation of the Earn Out Payment and the components thereof. At or before the end of the 30-day review period (the “Earn Out Statement Review Period”), Seller shall become either accept the calculation of the applicable Earn Out Payment or deliver to Purchaser a written notice disputing the same (a “Earn Out Dispute Notice”) setting forth a reasonable description of Seller’s objections and the amount of the adjustment to the Earn Out Payment which Seller believes should be made. Any items not identified within the Earn Out Dispute Notice shall be considered final and binding upon Growth Partners the Parties. If Purchaser’s calculation of the Earn Out Payment reflects that the Earn Out Payment is due to Seller and HIE Holdings not later than Seller objects in the thirtieth (30th) day following the date on which the Earn-Earn Out Statement Dispute Notice that such calculated amount is delivered to HIE Holdingstoo small, unless HIE Holdings, within such thirty (30) day period, notifies Growth Partners in writing of any objections thereto (the “Earn-Out Objection”). If (i) HIE Holdings accepts the Earn-Out Statement within such thirty (30) days or (ii) no Earn-Out Objection is delivered by HIE Holdings within such thirty (30) days, then the Earn-Out Statement shall be final and binding upon Growth Partners and HIE Holdings, and Growth Partners shallthen, within five (5) Business Days after the acceptance or deemed acceptance following Seller’s delivery of the Earn-Earn Out Statement Dispute Notice, Purchaser shall pay to Seller Purchaser’s calculated amount of such Earn Out Payment by HIE Holdings, issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal to the Initial Earn-Out Amount wire transfer of immediately available funds in accordance with instructions given by Seller to Purchaser, and the Growth Partners Operating Agreement. HIE Holdings’ receipt Parties shall proceed with the provisions of the benefit of the Initial Earn-Out Amount shall be treated Section 2.7(c) as an adjustment to the amount of HIE Holdings’ capital contribution for U.S. federalthe additional Earn Out Payment Seller believes is due to Seller. If no Earn Out Dispute Notice is delivered within the Earn Out Review Period, state and local income tax purposesthen the calculation of the Earn Out Payment shall be deemed to have been accepted by Seller. (c) If In the Earn-event that an Earn Out Objection Dispute Notice is delivered in accordance with Section 2.7(b), Purchaser and Seller shall attempt in good faith to resolve the objections set forth therein within such thirty (30) days, then promptly following Growth Partner30 days of Purchaser’s receipt of the Earn-such Earn Out Objection, Growth Partners Dispute Notice. If Purchaser and HIE Holdings shall negotiate in good faith in an effort Seller are unable to resolve all of the objections set forth in the Earn Out Dispute Notice within such 30-day period, any remaining objections made by HIE Holdings with respect related to the Earn-calculation of the Earn Out Statement and/or the Initial Earn-Out Amount, and in the event and to the extent that HIE Holdings and Growth Partners resolve such proposed revisions (the “Agreed Earn-Out Adjustments”), the Agreed Earn-Out Adjustments Payment shall be, to the extent of such resolutions, final and binding on Growth Partners and HIE Holdings. If all of HIE Holdings’ objections are be finally resolved by the Parties, Growth Partners Arbitrating Accountant who shall within five (5) Business Days thereafter issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal to the sum of the Initial Earn-Out Amount and the Agreed Earn-Out Adjustments resolve any remaining disagreements in accordance with the Growth Partners Operating Agreementprovisions set forth in Sections 2.6(b), (c) and (d) mutatis mutandis. HIE Holdings’ receipt Purchaser and Seller shall fully cooperate with the Arbitrating Accountant. The decision of the benefit of the Initial Earn-Out Amount and the Agreed Earn-Out Adjustments Arbitrating Accountant shall be treated as an adjustment to conclusive and binding upon the amount Parties, except in the case of HIE Holdings’ capital contribution for U.S. federal, state and local income tax purposesmanifest error. (d) If there remain any unresolved objections to the Earn-Out Statement and/or the Initial Earn-Out Amount after thirty (30) days of Growth Partner’s receipt Upon final determination of the Earn-amount of the Earn Out ObjectionPayment in accordance with Section 2.7(b) or Section 2.7(d) (the “Determination Date”), then Growth Partners shallPurchaser shall pay to Seller the Earn Out Payment, as applicable, as finally determined within five (5) Business Days thereafter, issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal to the portion of the Initial Earn-Out Amount Determination Date, by wire transfer of immediately available funds in accordance with respect instructions given by Seller to which there is no dispute, and the disputed portion shall be subject to the dispute resolution procedures set forth in Section 5.5 belowPurchaser. (e) Subsequent Notwithstanding anything herein to the contrary, if the Product Revenue following the Closing and through prior to September 30, 2019 exceeds the Earn Out Benchmark, then Purchaser shall pay to Seller $30,000,000 within ten days after the end of the calendar month in which the Product Revenue first exceeds the Earn Out Benchmark, and thereafter no additional payments will be required pursuant to this Section 2.7. Any payment due under this Section 2.7(e) is subject to Purchaser’s right of offset set forth in Section 10.3(i). (f) From the Closing Date until September 30, 2019 (the “Earn Out Period”), Purchaser covenants and agrees to the following: (i) Purchaser shall keep records sufficient to calculate the Earn Out Payment; (ii) upon Seller’s request during normal business hours, Purchaser shall reasonably make available to Seller and its advisors the records, worksheets and other supporting workpapers prepared in connection with the calculation of the Earn Out Payment for any period covered by this Agreement; (iii) neither Purchaser nor any of its Affiliates (including December 31, 2015, Growth Partners the Company) shall not take, or omit to take, take any action that is primarily intended primarily to avoid or reduce impede Seller’s ability to earn the Earn-maximum Earn Out Payment; and (iv) Purchaser and its Affiliates (including the Company) shall operate the Business during the Earn Out Period in a commercially reasonable manner; provided, however, if the Earn Out Payment is paid to Seller prior to the expiration of the Earn Out Period as set forth in Section 2.7(e), Purchaser’s obligations set forth in this Section 2.7(f) shall terminate on the date the Earn Out Payment is paid to Seller. For purposes of this Section 2.7(f), “commercially reasonable manner” means, among other things, providing the Business with a level of administrative, development, maintenance, internal or outsourced manufacturing, quality, sales and marketing support that would otherwise be payable hereunderis consistent with the support currently being provided to the Business by Seller and providing the Business with working capital funding that is appropriate for a business of the Business’ size and industry.

Earn-Out Payment. (a) No The Earn-Out Amount, if any, due to the Company shall be paid by Purchaser (or one of its Affiliates) by wire transfer of same-day funds to an account designated by the Company no later than March 15two (2) months following the day of final determination of such Earn-Out Amount in accordance with Section 2.03(b) and Section 2.03(c) below. (b) Within ninety (90) calendar days after the end of each Earn-Out Period, 2016, Growth Partners Purchaser shall prepare and deliver to HIE Holdings the Company a reasonably detailed statement (the each, an “Earn-Out Statement”) that sets setting forth Growth Partners’ good faith a calculation of the Earn-Out Payment, if any (Amount for such period together with reasonable supporting information. The Company may dispute the “Initial calculation of such Earn-Out Amount”). Amount by providing written notice (b) The an “Earn-Out Statement shall become final and binding upon Growth Partners and HIE Holdings not later than the thirtieth Dispute Notice”) to Purchaser within thirty (30th30) day following the date on which calendar days of Purchaser’s delivery of the Earn-Out Statement is delivered to HIE Holdings, unless HIE Holdings, within such thirty (30) day period, notifies Growth Partners in writing of any objections thereto (the “Company. If the Company does not provide an Earn-Out Objection”). If (i) HIE Holdings accepts the Earn-Out Statement within Dispute Notice, such thirty (30) days or (ii) no Earn-Out Objection is delivered by HIE Holdings within such thirty (30) days, then the Earn-Out Statement shall be deemed final and binding upon Growth Partners and HIE Holdings, and Growth Partners shall, within five the end of such thirty (530) Business Days after the acceptance or deemed acceptance calendar days of Purchaser’s delivery of the Earn-Out Statement by HIE Holdings, issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal to the Initial Company. An Earn-Out Amount Dispute Notice shall identify each disputed item, specify the amount of such dispute and set forth in accordance reasonable detail the basis for such dispute. Purchaser shall, and shall cause its Affiliates and Representatives to, provide the Company and its Representatives with reasonable access, information and assistance as may be reasonably requested by the Growth Partners Operating Agreement. HIE Holdings’ receipt Company in connection with its review of the benefit of the Initial an Earn-Out Amount Statement. In the event of any such disputes, Purchaser and the Company shall attempt, in good faith, to reconcile their differences (including providing information that is reasonably requested to the other party), and any resolution by them as to any disputed items shall be treated as an adjustment final, binding and conclusive on the Parties and shall be evidenced by a writing signed by Purchaser and the Company reflecting such resolution. If Purchaser and the Company are able to the amount of HIE Holdings’ capital contribution for U.S. federalreach a resolution, state and local income tax purposes. (c) If the such Earn-Out Objection is delivered Statement shall be deemed final. If Purchaser and the Company are unable to reach such resolution within such thirty (30) days, then promptly following Growth Partnercalendar days after the Company’s receipt delivery of the an Earn-Out ObjectionDispute Notice to Purchaser, Growth Partners then Purchaser and HIE Holdings the Company shall negotiate promptly submit any remaining disputed items for final binding resolution to the Designated Accounting Firm. If any remaining disputed items are submitted to the Designated Accounting Firm for resolution, (i) each Party will furnish to the Designated Accounting Firm such workpapers and other documents and information relating to the remaining disputed items as the Designated Accounting Firm may request and are available to such Party, and each Party will be afforded the opportunity to present to the Designated Accounting Firm any material relating to the disputed items and to discuss the resolution of the disputed items with the Designated Accounting Firm; (ii) each Party will use its Commercially Reasonable Efforts to cooperate with the resolution process so that the disputed items can be resolved within forty-five (45) calendar days of submission of the disputed items to the Designated Accounting Firm; (iii) the determination by the Designated Accounting Firm, as set forth in good faith a written notice to Purchaser and the Company, shall be final, binding and conclusive on the Parties; and (iv) the fees and expenses of the Designated Accounting Firm shall be borne by the Company and Purchaser in inverse proportion as they may prevail on the matters resolved by the Designated Accounting Firm, which proportionate allocation shall be calculated on an effort aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Designated Accounting Firm at the time the determination is rendered on the merits of the matters submitted to the Designated Accounting Firm, and all other costs and expenses shall be paid by the respective Party incurring such expense. Nothing herein shall be construed to authorize or permit the Designated Accounting Firm to resolve any objections made item in dispute by HIE Holdings with respect making an adjustment to the Earn-Out Statement and/or that is outside of the Initial range for such item defined by the Earn-Out Statement and an Earn-Out Dispute Notice. In calculating the Earn-Out Amount, and the Designated Accounting Firm shall be limited to addressing only those particular disputes referred to in the event and to the extent that HIE Holdings and Growth Partners resolve such proposed revisions (the “Agreed an Earn-Out Adjustments”)Dispute Notice. (c) For the avoidance of doubt, the Agreed an Earn-Out Adjustments Statement shall bebe deemed to be final, binding and conclusive on Purchaser and the Company upon the earliest of (i) the failure of the Company to deliver to Purchaser an Earn-Out Dispute Notice within thirty (30) calendar days of Purchaser’s delivery of such Earn-Out Statement to the extent Company; (ii) the resolution of such resolutionsall disputes by Purchaser and the Company, final and binding on Growth Partners and HIE Holdings. If all of HIE Holdings’ objections are resolved documented in a writing executed by the Parties, Growth Partners shall within five ; and (5iii) Business Days thereafter issue to HIE Holdings additional Class B Non-Voting Units (the resolution of all disputes by reflection on Growth Partners’ books and records) equal to the sum of the Initial Earn-Out Amount and the Agreed Earn-Out Adjustments Designated Accounting Firm in accordance with the Growth Partners Operating Agreement. HIE Holdings’ receipt of the benefit of the Initial Earn-Out Amount and the Agreed Earn-Out Adjustments shall be treated as an adjustment to the amount of HIE Holdings’ capital contribution for U.S. federal, state and local income tax purposesSection 2.03(b). (d) If there remain The Parties understand and agree that (i) any unresolved objections sale event (including stock purchase or all of substantially all of the respective stock, asset purchase or all of substantially all of the respective assets, merger, combination, exclusive license having the effect of a sale or other change of control, whether direct or indirect, whether by operation of law or otherwise) involving Purchaser or its Affiliates after the Closing shall (A) not relieve Purchaser of its obligations under this Section 2.03, and (B) require, as a condition precedent to such sale event, that the acquiror or surviving corporation, as the case may be, assume (whether expressly or by operation of law) this Agreement as part of the sale event and be liable for the payment of all amounts under this Section 2.03, and (ii) except as provided in Section 2.07 with respect to any applicable withholding Tax or as provided in Article VIII with respect to indemnification obligations of the Company and Parent, that the Earn-Out Statement and/or the Initial Earn-Out Amount after thirty (30) days of Growth Partner’s receipt of the Earn-Out Objection, then Growth Partners shall, within five (5) Business Days thereafter, issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal to the portion of the Initial Earn-Out Amount with respect to which there is no dispute, and the disputed portion payable hereunder shall be subject to the dispute resolution procedures set forth in Section 5.5 belowmade without any deduction, abatement, set-off or counterclaim whatsoever. (e) Subsequent During an Earn-Out Period, Purchaser hereby covenants and agrees to, and to cause its Affiliates not to, act in bad faith with respect to attaining any Revenue for the Closing and through and including December 31, 2015, Growth Partners shall not take, or omit to take, any action intended primarily to avoid or reduce purpose of reducing the Earn-Out Payment that would otherwise be payable hereunderAmount.

Earn-Out Payment. (a) No later than March 15, 2016, Growth Partners shall deliver to HIE Holdings a reasonably detailed statement (the “Earn-Out Statement”) that sets forth Growth Partners’ good faith calculation of the The Earn-Out Payment, if any any, shall be remitted to the Member by wire transfer of immediately available funds in accordance with written instructions that the Member have provided to the Purchaser at least three (3) Business Days prior to the “Initial Earn-Out Amount”date of such payment within ten (10) Business Days after final determination of the Company’s Net Revenue with respect to the Calculation Period pursuant to Section 3.7(c). (b) The Within forty-five (45) days after the end of the Calculation Period, the Purchaser shall prepare and deliver to the Member a written statement (the “Purchaser Net Revenue Statement”) setting forth in reasonable detail the Purchaser’s calculation of the Company’s Net Revenue for such Calculation Period, and the Purchaser’s calculations of the Earn-Out Payment with respect thereto. During the thirty (30)-day period following the receipt by the Member of the Purchaser Net Revenue Statement, the Member and their representatives shall be permitted to review during normal business hours and make copies reasonably required of (i) the working papers of the Purchaser relating to the preparation of the Purchaser Net Revenue Statement, and (ii) any supporting schedules, supporting analyses and other supporting documentation relating to the preparation of the Purchaser Net Revenue Statement. The Purchaser Net Revenue Statement shall become final and binding upon Growth Partners and HIE Holdings not later than the parties on the thirtieth (30th) day following delivery thereof, except to the extent that the Member gives written notice of disagreement with the Purchaser Net Revenue Statement (the “Net Revenue Dispute Notice”) to the Purchaser prior to such date. Any Net Revenue Dispute Notice shall specify in reasonable detail the nature of any disagreement so asserted (any such disagreement to be limited to whether such calculation of the Net Revenue is mathematically correct and/or has been prepared in accordance with the definition of GAAP). If a Net Revenue Dispute Notice complying with the preceding sentence is received by the Purchaser in a timely manner, then the Purchaser Net Revenue Statement (as revised in accordance with clause (i) or (ii) below) shall become final and binding upon the parties on the earlier of (i) the date on the Purchaser and the Member resolve in writing any differences they have with respect to the matters specified in the Net Revenue Dispute Notice, or (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm (as set forth below). (c) During the thirty (30)-day period following the delivery of a Net Revenue Dispute Notice that complies with Section 3.7(b), the Purchaser and the Member shall seek in good faith to resolve in writing any differences which they may have with respect to the Earn-Out Statement is delivered matters specified in the Net Revenue Dispute Notice. During such period, the Purchaser shall be permitted to HIE Holdingsreview and make copies reasonably required of (i) the working papers of the Member relating to the preparation of the Net Revenue Dispute Notice, unless HIE Holdingsand (ii) any supporting schedules, within supporting analyses and other supporting documentation relating to the preparation of the Net Revenue Notice. If, at the end of such thirty (30) day 30)-day period, notifies Growth Partners the differences as specified in writing of the Net Revenue Dispute Notice are not resolved, the Member and the Purchaser shall promptly engage the Accounting Firm and submit to the Accounting Firm for review and resolution any objections thereto (and all matters which remain in dispute and which are properly included in the “Earn-Out Objection”)Net Revenue Dispute Notice. If In resolving any disputed item, the Accounting Firm shall: (i) HIE Holdings accepts be bound by the Earn-Out provisions of this Section 3.7 and the definition of Net Revenue; (ii) limit its review to matters still in dispute as specifically set forth in the Net Revenue Dispute Notice (and only to the extent such matters are still in dispute following such thirty (30)-day period); and (iii) further limit its review solely to whether the Purchaser Net Revenue Statement has been prepared in accordance with this Section 3.7. The Purchaser and the Member shall make available to the Accounting Firm all relevant working papers, supporting schedules, supporting analyses, other supporting documentation and other items reasonably requested by the Accounting Firm. The determination of any item that is a component of the Net Revenue and is the subject of a dispute cannot, however, be in excess of, or less than, the greatest or lowest value, respectively, claimed for any particular item in the Purchaser Net Revenue Statement or the Net Revenue Dispute Notice, as applicable. The Member and the Purchaser shall use reasonable best efforts to cause the Accounting Firm to render a decision resolving the matters in dispute within such thirty (30) days following the submission of such matters to the Accounting Firm. The fees and expenses of the Accounting Firm in connection with the Accounting Firm’s determination of the Net Revenue pursuant to this Section 3.7(c) shall be borne, in its entirety, by the party whose calculation of the Net Revenue as initially submitted to the Accounting Firm is furthest away from the Net Revenue as determined by the Accounting Firm. (d) The Member acknowledges the absolute right of the Purchaser to operate, manage and invest in the Company in the exercise of its sole and absolute discretion and agrees that the Purchaser shall have no liability or obligation to the Member in connection with the operations and assets of the Company from and after the consummation of the Closing. Without limiting the generality of the foregoing, the Purchaser presently intends to base its decisions regarding operations of the Company, including the pricing of services and the investment and allocation of resources, on the basis of strategic objectives of the Purchaser and its Affiliates. (iie) no If a Change of Control of the Purchaser occurs during the Calculation Period, the Purchaser will ensure the transaction is structured in a manner where the acquiring company assumes the obligation of the Purchaser herein related to the Earn-Out Objection is delivered by HIE Holdings within Payment and continues to operate the Company’s Business substantially as it operated prior to the closing of such thirty (30) daystransaction. If the acquiring company refuses to assume the obligation of the Purchaser related to the Earn-Out Payment, or if the acquiring company will no longer operate the Company’s Business in substantially the same manner as it was operated prior to such transaction, then the Earn-Out Statement shall be final and binding upon Growth Partners and HIE Holdings, and Growth Partners Payment shall, within five (5) Business Days after at the acceptance or deemed acceptance time of the Earn-Out Statement by HIE Holdingsconsummation of the Change of Control transaction, issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books be deemed earned and records) equal payable to the Initial Earn-Out Amount in accordance with the Growth Partners Operating Agreement. HIE Holdings’ receipt of the benefit of the Initial Earn-Out Amount shall be treated as an adjustment to the amount of HIE Holdings’ capital contribution for U.S. federal, state and local income tax purposesMember. (c) If the Earn-Out Objection is delivered within such thirty (30) days, then promptly following Growth Partner’s receipt of the Earn-Out Objection, Growth Partners and HIE Holdings shall negotiate in good faith in an effort to resolve any objections made by HIE Holdings with respect to the Earn-Out Statement and/or the Initial Earn-Out Amount, and in the event and to the extent that HIE Holdings and Growth Partners resolve such proposed revisions (the “Agreed Earn-Out Adjustments”), the Agreed Earn-Out Adjustments shall be, to the extent of such resolutions, final and binding on Growth Partners and HIE Holdings. If all of HIE Holdings’ objections are resolved by the Parties, Growth Partners shall within five (5) Business Days thereafter issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal to the sum of the Initial Earn-Out Amount and the Agreed Earn-Out Adjustments in accordance with the Growth Partners Operating Agreement. HIE Holdings’ receipt of the benefit of the Initial Earn-Out Amount and the Agreed Earn-Out Adjustments shall be treated as an adjustment to the amount of HIE Holdings’ capital contribution for U.S. federal, state and local income tax purposes. (d) If there remain any unresolved objections to the Earn-Out Statement and/or the Initial Earn-Out Amount after thirty (30) days of Growth Partner’s receipt of the Earn-Out Objection, then Growth Partners shall, within five (5) Business Days thereafter, issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal to the portion of the Initial Earn-Out Amount with respect to which there is no dispute, and the disputed portion shall be subject to the dispute resolution procedures set forth in Section 5.5 below. (e) Subsequent to the Closing and through and including December 31, 2015, Growth Partners shall not take, or omit to take, any action intended primarily to avoid or reduce the Earn-Out Payment that would otherwise be payable hereunder.

Earn-Out Payment. (ai) No later than March 151, 20162004, Growth Partners shall the Buyer will prepare and deliver to HIE Holdings the Seller a reasonably detailed statement identifying all of the Business Net Revenues (as defined below) for the period commencing on February 1, 2003 and ending on December 31, 2003 (the “Earn-Out Statement”) that sets forth Growth Partners’ good faith calculation of the Earn-Out Payment, if any (the “Initial Earn-Out Amount”"BUSINESS NET REVENUES STATEMENT"). (b) . The Earn-Out Statement shall become final and binding upon Growth Partners and HIE Holdings not later than the thirtieth (30th) day following the date on which the Earn-Out Business Net Revenues Statement is delivered to HIE Holdings, unless HIE Holdings, within such thirty (30) day period, notifies Growth Partners in writing of any objections thereto (the “Earn-Out Objection”)Seller is referred to herein as the "NET REVENUES DELIVERY DATE". If (i) HIE Holdings accepts the Earn-Out Statement within such thirty (30) days or (ii) no Earn-Out Objection is delivered by HIE Holdings within such thirty (30) days, then the Earn-Out The Business Net Revenues Statement shall be final and binding upon Growth Partners and HIE Holdingsidentify the Business Net Revenues categorized by the Business customer, and Growth Partners shallthe Business products purchased by such customer, within five (5) Business Days after the acceptance or deemed acceptance of the Earn-Out Statement by HIE Holdings, issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal to the Initial Earn-Out Amount in accordance with the Growth Partners Operating Agreement. HIE Holdings’ receipt of the benefit of the Initial Earn-Out Amount shall be treated as an adjustment to the amount of HIE Holdings’ capital contribution for U.S. federal, state the orders and local income tax purposes. (c) If the Earn-Out Objection is delivered within dates the Business products were ordered and invoiced. The Buyer shall timely deliver all such thirty (30) days, then promptly following Growth Partner’s receipt of invoices to Business customers in a manner consistent with Buyer's standard billing and invoicing practices and shall not delay the Earn-Out Objection, Growth Partners and HIE Holdings shall negotiate in good faith in an effort to resolve any objections made by HIE Holdings with respect to the Earn-Out Statement and/or the Initial Earn-Out Amount, and in the event and to the extent that HIE Holdings and Growth Partners resolve such proposed revisions (the “Agreed Earn-Out Adjustments”), the Agreed Earn-Out Adjustments shall be, to the extent issuance of such resolutions, final and binding on Growth Partners and HIE Holdings. If all invoices or defer or forgive payment of HIE Holdings’ objections are resolved by the Parties, Growth Partners shall within five (5) Business Days thereafter issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal to the sum of the Initial Earn-Out Amount and the Agreed Earn-Out Adjustments in accordance with the Growth Partners Operating Agreement. HIE Holdings’ receipt of the benefit of the Initial Earn-Out Amount and the Agreed Earn-Out Adjustments shall be treated as an adjustment to the amount of HIE Holdings’ capital contribution for U.S. federal, state and local income tax purposes. (d) If there remain any unresolved objections to the Earn-Out Statement and/or the Initial Earn-Out Amount after thirty (30) days of Growth Partner’s receipt of the Earn-Out Objection, then Growth Partners shall, within five (5) Business Days thereafter, issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal to the portion of the Initial Earn-Out Amount with respect to which there is no dispute, and the disputed portion shall be subject to the dispute resolution procedures set forth in Section 5.5 below. (e) Subsequent to the Closing and through and including December 31, 2015, Growth Partners shall not take, or omit to take, any action intended primarily to avoid or reduce the Earn-Out Payment amounts that would otherwise be payable hereunderdue from Business customers under such invoices. The Buyer shall make available (at the Buyer's offices and during reasonable business hours mutually agreed to between the parties) to the Seller and Seller's representatives all reasonable documentation necessary to review and confirm the Business Net Revenues Statement. For the purpose of this Agreement, "BUSINESS NET REVENUES" shall mean all sales made from the period beginning February 1, 2003 and ending December 31, 2003 to any person or entity of (i) Business products acquired as part of the transactions contemplated by this Agreement and (ii) transponder products of the Buyer sold as part of the NetMentor application, resulting in revenues recognizable under GAAP, less aged receivables in excess of one hundred twenty (120) days, credits, returns, allowances, discounts in the ordinary course of business, insurance, freight and taxes, as determined in accordance with GAAP. The Buyer and Seller shall each pay one-half (1/2) of all third party fees and costs necessary to prepare the Business Net Revenues Statement.

Earn-Out Payment. In addition, Senetek shall be entitled to earn, and if earned, Valeant shall pay Senetek, an earn out payment (the “Earn Out Payment”) as follows: (a) No later than March 15, 2016, Growth Partners Senetek shall deliver be entitled to HIE Holdings a reasonably detailed statement (receive the “Earn-Out Statement”) that sets forth Growth Partners’ good faith calculation of the Earn-Earn Out Payment, and Valeant shall be obligated to pay Senetek the Earn Out Payment, only if any (Valeant receives in excess of XXXXXXXXXX in Net Royalties during the “Initial Earn-Earn Out Amount”)Period. (b) The Earn-If Valeant receives in excess of XXXXXXXXXX in Net Royalties during the Earn Out Statement shall become final and binding upon Growth Partners and HIE Holdings not later than Period (the thirtieth (30th) day following the date on which the Earn-Out Statement is delivered to HIE Holdings, unless HIE Holdings, within such thirty (30) day period, notifies Growth Partners in writing amount of any objections thereto (such excess Net Royalties being hereinafter referred to as the “Earn-Out ObjectionExcess Royalties”). If, then Valeant shall pay Senetek as the Earn Out Payment: (i) HIE Holdings accepts XXX of the Earn-first XXXXXXXXX of Excess Royalties received during the Earn Out Statement within Period; and (ii) XXX of any additional Excess Royalties received during the Earn Out Period. (c) The Earn Out Payment, if any, shall be paid in one or more quarterly installments. The timing and amount of each such quarterly installment shall depend on when and in what amounts the Excess Royalties are received. Within thirty (30) days or following the last day of any calendar quarter during the Earn Out Period within which any Excess Royalties are received, Valeant shall pay Senetek the accrued portion, if any, of the Earn Out Payment then due. (iid) no EarnEither Party may, upon written notice to the other Party, request an independent audit and determination of the Earn Out Payment calculation with respect to any completed calendar quarter during the Earn Out Period (each such calendar quarter being hereinafter referred to as an “Audited Quarter”); provided that the Party requesting the audit provide such written request to the other Party within 12 months following the last day of the Audited Quarter. In the event that an audit is requested in accordance herewith, the Parties shall select an independent public accounting firm (the “Auditor”) to perform the audit, and each Party shall cooperate fully in the audit and shall bear one-half of the Auditors fees and expenses. The Auditor’s determination of the Earn Out Objection is delivered by HIE Holdings within such thirty (30) days, then Payment for the Earn-Out Statement Audited Quarter shall be final and binding upon Growth Partners and HIE Holdingson both Parties, and Growth Partners shall, within five (5) Business Days after 10 days following the acceptance or deemed acceptance of the Earn-Out Statement by HIE Holdings, issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal to the Initial Earn-Out Amount in accordance with the Growth Partners Operating Agreement. HIE HoldingsParties’ receipt of the benefit of the Initial Earn-Out Amount shall be treated as an adjustment Auditor’s determination, each Party agrees that it will make whatever payment to the amount of HIE Holdings’ capital contribution for U.S. federalother Party is required, state and local income tax purposes. (c) If if any, to cause the Earn-Earn Out Objection is delivered within such thirty (30) days, then promptly following Growth Partner’s receipt of the Earn-Out Objection, Growth Partners and HIE Holdings shall negotiate in good faith in an effort to resolve any objections Payment made by HIE Holdings with respect to the Earn-Out Statement and/or the Initial Earn-Out AmountAudited Quarter, and in the event and to the extent that HIE Holdings and Growth Partners resolve such proposed revisions (the “Agreed Earn-Out Adjustments”), the Agreed Earn-Out Adjustments shall beif any, to equal the extent of Earn Out Payment for such resolutions, final and binding on Growth Partners and HIE Holdings. If all of HIE Holdings’ objections are resolved Audited Quarter as determined by the Parties, Growth Partners shall within five (5) Business Days thereafter issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal to the sum of the Initial Earn-Out Amount and the Agreed Earn-Out Adjustments in accordance with the Growth Partners Operating Agreement. HIE Holdings’ receipt of the benefit of the Initial Earn-Out Amount and the Agreed Earn-Out Adjustments shall be treated as an adjustment to the amount of HIE Holdings’ capital contribution for U.S. federal, state and local income tax purposes. (d) If there remain any unresolved objections to the Earn-Out Statement and/or the Initial Earn-Out Amount after thirty (30) days of Growth Partner’s receipt of the Earn-Out Objection, then Growth Partners shall, within five (5) Business Days thereafter, issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal to the portion of the Initial Earn-Out Amount with respect to which there is no dispute, and the disputed portion shall be subject to the dispute resolution procedures set forth in Section 5.5 belowAuditor. (e) Subsequent to For purposes hereof, (i) the Closing term “Earn Out Period” shall mean the five year period commencing on the Effective Date and through and including ending on December 31, 20152011, Growth Partners and (ii) the term “Net Royalties” shall not takemean the total royalties paid to Valeant under the Existing License Agreements with respect to the Earn Out Period (whether received directly from the licensees or from Senetek in accordance with this Agreement), less any credits or omit refunds required to take, any action intended primarily to avoid be given or reduce the Earn-Out Payment that would otherwise be payable hereunderpaid by Valeant with respect thereto.

Earn-Out Payment. (a) No later than March 15, 2016, Growth Partners Sellers shall deliver have the option to HIE Holdings a reasonably detailed statement (the “Earn-apply for an Earn Out Statement”) that sets forth Growth Partners’ good faith calculation of the Earn-Out Payment, if any (the “Initial Earn-Out Amount”). (b) The Earn-Out Statement shall become final and binding upon Growth Partners and HIE Holdings not later than the thirtieth (30th) day following the date on which the Earn-Out Statement is delivered to HIE Holdings, unless HIE Holdings, Payment within such thirty (30) day period, notifies Growth Partners in writing of any objections thereto (the “Earn-Out Objection”). If (i) HIE Holdings accepts the Earn-Out Statement within such thirty (30) days or (ii) no Earn-Out Objection is delivered by HIE Holdings within such thirty (30) days, then the Earn-Out Statement shall be final and binding upon Growth Partners and HIE Holdings, and Growth Partners shall, within five (5) Business Days after the acceptance or deemed acceptance end of the Earn-Out Statement by HIE HoldingsFiscal Quarter ending September 30, issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books 2008 and records) equal to the Initial Earn-Out Amount in accordance with the Growth Partners Operating Agreement. HIE Holdings’ receipt of the benefit of the Initial Earn-Out Amount shall be treated as an adjustment to the amount of HIE Holdings’ capital contribution for U.S. federal, state and local income tax purposes. (c) If the Earn-Out Objection is delivered within such thirty (30) days, then promptly following Growth Partner’s receipt of the Earn-Out Objection, Growth Partners and HIE Holdings shall negotiate in good faith in an effort to resolve any objections made by HIE Holdings with respect to the Earn-Out Statement and/or the Initial Earn-Out Amount, and in the event and to the extent that HIE Holdings and Growth Partners resolve such proposed revisions (the “Agreed Earn-Out Adjustments”), the Agreed Earn-Out Adjustments shall be, to the extent of such resolutions, final and binding on Growth Partners and HIE Holdings. If all of HIE Holdings’ objections are resolved by the Parties, Growth Partners shall within five (5) Business Days thereafter issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal to the sum of the Initial Earn-Out Amount and the Agreed Earn-Out Adjustments in accordance with the Growth Partners Operating Agreement. HIE Holdings’ receipt of the benefit of the Initial Earn-Out Amount and the Agreed Earn-Out Adjustments shall be treated as an adjustment to the amount of HIE Holdings’ capital contribution for U.S. federal, state and local income tax purposes. (d) If there remain any unresolved objections to the Earn-Out Statement and/or the Initial Earn-Out Amount after thirty (30) days after the end of Growth Partner’s receipt each subsequent Fiscal Quarter ending prior to the Earn Out Payment Request Expiration Date, if all of the Earn-following conditions are satisfied: a. Sellers shall have delivered to Buyer on or before the Earn Out ObjectionPayment Request Expiration Date, then Growth Partners shalla Notice requesting the Earn Out Payment,stating the specific amount requested, within five together with evidence satisfactory to Buyer that the conditions set forth in Sections 3(b) and 3(c) below have been satisfied; and b. the Lease Coverage Ratio at the time of Sellers’ Notice request for the Earn Out Payment is not less than 1.10; and (5i) Business Days thereafter, issue Tenant shall have submitted Requests for Landlord Expansion Payments with respect to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal to the portion each of the Initial Earn-Out Amount Expansion Projects pursuant to Section 6.2 and Section 17.10 of the Lease and Landlord shall have funded the applicable Landlord Expansion Payments, except for any final Request for Landlord Expansion Payment which may not yet have been processed for payment or paid but for which Tenant’s Lease Coverage Ratio qualifies Tenant to receive the requested Landlord Expansion Payment, (ii) Tenant shall have substantially completed at least two (2) of the Initial Expansion Projects (as evidenced by the issuance of occupancy permits by the applicable Governmental Agencies with respect to which there is no disputethe Initial Expansion Projects) by the Earn Out Payment Request Expiration Date, and (iii) Tenant shall have committed to Buyer (as Landlord) to construct and substantially complete the disputed portion shall be remaining Initial Expansion Projects by not later than the 3rd anniversary of the Effective Date (as evidenced by the issuance of occupancy permits), subject to the dispute resolution procedures set forth in disbursement as contemplated by the Lease of funds from any Expansion Project Escrow Account to pay for completion of such Initial Expansion Projects, as contemplated by Section 5.5 below6.2 of the Lease. (e) Subsequent to the Closing and through and including December 31, 2015, Growth Partners shall not take, or omit to take, any action intended primarily to avoid or reduce the Earn-Out Payment that would otherwise be payable hereunder.

Earn-Out Payment. (a) No later than March 15, 2016, Growth Partners 2.14.1 Parent shall deliver pay up to HIE Holdings a reasonably detailed statement 2,500,000 shares of Parent Common Stock (the “Earn-Out Statementout Shares”) to the Bridge Lenders and to those Persons listed on Schedule 2.14.1 hereto (the “Company Key Employees”) in accordance with this Section 2.14 provided that sets to the extent any Company Key Employee fails to agree in writing to the terms of this Agreement and the appointment and authority of the Bridge Lender Representative prior to the Closing, Schedule 2.14.1 shall be automatically amended to remove such Person and the interests of the remaining Company Key Employees shall be appropriately adjusted. 2.14.2 Each payment of Earn-out Shares shall be made 50% to the Bridge Lenders and 50% to the Company Key Employees. Earn-out Shares paid to Bridge Lenders shall be paid to each Bridge Lender based on such Bridge Lender’s Pro Rata Share of the 50% paid to the Bridge Lenders as set forth Growth Partners’ good faith calculation on Schedule 2.14.2 hereto. Earn-out Shares paid to Company Key Employees shall be paid to each Company Key Employee based on such Company Key Employee’s Pro Rata Share of the 50% paid to the Company Key Employees as set forth on Schedule 2.14.1 hereto; provided that if any Company Key Employee voluntarily terminates his or her employment with Parent or any Subsidiary of Parent (including the Surviving Corporation) (other than a resignation for Good Reason) prior to the expiration of any applicable Earn-out Period, such Company Key Employee shall not be entitled to such Company Key Employee’s Pro Rata Share of the Earn-Out Payment, if any (the “Initial out Shares being paid with respect to such Earn-Out Amount”). out Period and the Pro Rata Shares of the other Company Key Employees (bother than those who have similarly terminated his or her employment with Parent or any Subsidiary of Parent) The shall be proportionately adjusted to account for the departure of such Company Key Employee with respect to such payment of Earn-Out Statement shall become final out Shares and binding upon Growth Partners and HIE Holdings not later than the thirtieth (30th) day following the date on which the any subsequent payment of Earn-Out Statement is delivered to HIE Holdings, unless HIE Holdings, within such thirty (30) day period, notifies Growth Partners in writing of any objections thereto (the “Earn-Out Objection”). If (i) HIE Holdings accepts the Earn-Out Statement within such thirty (30) days or (ii) no Earn-Out Objection is delivered by HIE Holdings within such thirty (30) days, then the Earn-Out Statement out Shares; provided that Xxxx Xxxxxxxxx shall be final and binding upon Growth Partners and HIE Holdings, and Growth Partners shall, within five (5) Business Days after the acceptance or deemed acceptance entitled to receive his Pro Rata Share of the Earn-Out Statement by HIE Holdings, issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal out Shares paid to the Initial Earn-Out Amount in accordance with the Growth Partners Operating Agreement. HIE Holdings’ receipt of the benefit of the Initial Earn-Out Amount shall be treated as an adjustment to the amount of HIE Holdings’ capital contribution for U.S. federal, state and local income tax purposes. (c) If the Earn-Out Objection is delivered within such thirty (30) days, then promptly following Growth Partner’s receipt of the Earn-Out Objection, Growth Partners and HIE Holdings shall negotiate in good faith in an effort to resolve any objections made by HIE Holdings Company Key Employees with respect to the Earn-Out Statement and/or out Period ending December 31, 2007 regardless of whether he is employed by Parent or the Initial Company (or any of their respective Subsidiaries) as of December 31, 2007. 2.14.3 Parent shall pay up to 625,000 Earn-Out Amountout Shares for each of the six-month periods ending December 31, 2007, June 30, 2008, December 31, 2008 and in the event and to the extent that HIE Holdings and Growth Partners resolve such proposed revisions June 30, 2009 (the each an “Agreed Earn-Out Adjustmentsout Period”), ) based on a percentage of the Agreed Earn-Out Adjustments shall be, to out Goals met for each such Earn-out Period such that the extent percentage of the Earn-out Shares earned for each such resolutions, final and binding on Growth Partners and HIE Holdings. If all of HIE Holdings’ objections are resolved by the Parties, Growth Partners shall within five (5) Business Days thereafter issue to HIE Holdings additional Class B NonEarn-Voting Units (by reflection on Growth Partners’ books and records) out Period will be equal to the sum of (i) 40% multiplied by the Initial percentage of the revenue Earn-Out Amount out Goal for such Earn-out Period that is achieved up to 100% and (ii) 60% multiplied by the percentage of the gross profit Earn-out Goal for such Earn-out Period that is achieved up to 100%. The Earn-out Goals for each Earn-out Period and an example of the calculation of the number of Earn-out Shares to be paid are set forth on Schedule 2.14.3 hereto. Company performance for each six-month period shall be measured separately and no cumulative effect shall be carried over from one Earn-out Period to the next. 2.14.4 Parent and the Agreed Surviving Corporation agree for the express benefit of the Bridge Lenders and the Company Key Employees that until June 30, 2009 they shall (i) use their best efforts to operate the Company’s business so as to meet the Earn-Out Adjustments out Goals in accordance full for each Earn-out Period; (ii) not divert or withdraw resources from the Surviving Corporation with the Growth Partners Operating Agreementintent to reduce, delay or defer revenues from the Company’s business; and (iii) continue to operate the Company’s business in and through the Surviving Corporation, and to cause all opportunities presented to Parent or any of its Subsidiaries related to the Company’s business to be directed and made available to the Surviving Corporation. HIE Holdings’ receipt of Notwithstanding the foregoing, in the event that Parent shall agree in writing for the benefit of the Initial Earn-Out Amount Bridge Lenders and the Agreed Earn-Out Adjustments shall be treated as an adjustment to the amount Company Key Employees that all of HIE Holdings’ capital contribution for U.S. federal, state and local income tax purposes. (d) If there remain any unresolved objections to the Earn-Out Statement and/or the Initial out Shares pertaining to Earn-Out Amount out Periods that have not yet expired shall be unconditionally paid no later than 30 days after the end of each such Earn-out Period without regard to the other provisions of this Section 2.14, then the other provisions of this Section 2.14 (including the restrictions set forth in the first sentence of this Section 2.14.4) shall terminate and be of no further force or effect. 2.14.5 Parent shall prepare and deliver to the Bridge Lender Representative, within thirty (30) days after the expiration of Growth Partnereach Earn-out Period, a statement setting forth its good faith calculations of the Surviving Corporation’s receipt revenues and gross profit for such Earn-out Period (each, an “Earn-out Statement”). Revenue shall be calculated in accordance with GAAP as applied by the Company prior to the Closing, and “gross profit” shall equal revenue less network expenses. If the Surviving Corporation does not meet at least 100% of the Earn-Out Objectionout Goals for an Earn-out Period such that all Earn-out Shares payable for such Earn-out Period will be paid, then Growth Partners Parent shall give the Bridge Lender Representative and its accountants and other appropriate personnel such assistance and access to the books and records and relevant personnel of the Surviving Corporation as such accountants or other personnel may reasonably request during normal business hours in order to enable the Bridge Lender Representative to review the Earn-out Statement and analyze the underlying information. The Bridge Lender Representative shall keep all information obtained from any such access confidential, except as is reasonably necessary or appropriate to contest the Earn-out Statement in accordance with the provisions of this Agreement. 2.14.6 The Earn-out Statement for a particular Earn-out Period shall be final and binding on Parent, the Bridge Lenders and the Company Key Employees unless the Bridge Lender Representative shall, within five fifteen (515) Business Days thereafter, issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal to the portion following delivery of the Initial Earn-Out Amount out Statement, deliver to Parent a written notice of objection (an “Objection Notice”) with respect to which there is no such Earn-out Statement. The Objection Notice shall specify in reasonable detail the basis for the dispute, including the data that forms the basis thereof, as well as the amount in dispute. If an Objection Notice is timely delivered to Parent, Parent and the disputed portion Bridge Lender Representative shall be subject consult with each other with respect to the dispute and attempt in good faith to resolve the dispute. If Parent and the Bridge Lender Representative are unable to reach agreement within thirty days after delivery of the Objection Notice, either Parent or the Bridge Lender Representative may refer any unresolved disputes to Deloitte & Touche LLP or, if such firm is unavailable or unwilling to undertake this engagement, such other independent auditing firm agreed to between Parent and the Bridge Lender Representative (the “Independent Accounting Firm”). The Independent Accounting Firm shall be directed to render a written report as promptly as practicable and, in any event, within thirty days of the Independent Accounting Firm’s engagement regarding the dispute. The resolution procedures of the dispute by the Independent Accounting Firm shall be final and binding on Parent, the Bridge Lenders and the Company Key Employees. If the Independent Accounting Firm findings result in at least a 10% increase in the number of Earn-out Shares payable for such Earn-out Period, Parent shall pay all fees and expenses of the Independent Accounting Firm incurred in connection with the Objection Notice. Except as set forth in Section 5.5 below. (e) Subsequent to the Closing immediately preceding sentence, the fees and through expenses of the Independent Accounting Firm shall be paid by Parent and including December 31, 2015, Growth Partners shall not take, or omit to take, any action intended primarily to avoid or reduce the number of Earn-Out Payment that would otherwise out Shares payable with respect to such Earn-out Period shall be payable hereunderreduced by a number equal to 50% of such fees and expenses divided by the Per Share Value.

Earn-Out Payment. (a) No later than March 15, 2016, Growth Partners shall deliver to HIE Holdings a reasonably detailed statement Within 30 days following the end of the twelfth full calendar month following the Effective Time (the “end of such twelfth full calendar month being referred to as the "Earn-Out Statement”Payment Date"), the Company shall pay to the Company Stockholders (i) that sets forth Growth Partners’ good faith calculation of an additional amount for every Common Share outstanding immediately prior to the Effective Time (the "Common Share Earn-Out Payment, if any (the “Initial Earn-Out Amount”). (b) The Earn-Out Statement shall become final and binding upon Growth Partners and HIE Holdings not later than the thirtieth (30th) day following the date on which the Earn-Out Statement is delivered to HIE Holdings, unless HIE Holdings, within such thirty (30) day period, notifies Growth Partners in writing of any objections thereto (the “Earn-Out Objection”). If (i) HIE Holdings accepts the Earn-Out Statement within such thirty (30) days or (ii) no Earn-Out Objection is delivered by HIE Holdings within such thirty (30) days, then the Earn-Out Statement shall be final and binding upon Growth Partners and HIE Holdings, and Growth Partners shall, within five (5) Business Days after the acceptance or deemed acceptance of the Earn-Out Statement by HIE Holdings, issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records") equal to the Initial Aggregate Earn-Out Amount in accordance with (as defined below) divided by the Growth Partners Operating Agreement. HIE Holdings’ receipt aggregate number of outstanding Common Shares immediately prior to the Effective Time (assuming the conversion of the benefit of outstanding Series B Preferred Shares); and (ii) an additional amount per Series B Preferred Share (the Initial "Series B Preferred Share Earn-Out Amount shall be treated as an adjustment to the amount of HIE Holdings’ capital contribution for U.S. federal, state and local income tax purposes. (c) If the Earn-Out Objection is delivered within such thirty (30) days, then promptly following Growth Partner’s receipt of the Earn-Out Objection, Growth Partners and HIE Holdings shall negotiate in good faith in an effort to resolve any objections made by HIE Holdings with respect to the Earn-Out Statement and/or the Initial Earn-Out Amount, and in the event and to the extent that HIE Holdings and Growth Partners resolve such proposed revisions (the “Agreed Earn-Out Adjustments”), the Agreed Earn-Out Adjustments shall be, to the extent of such resolutions, final and binding on Growth Partners and HIE Holdings. If all of HIE Holdings’ objections are resolved by the Parties, Growth Partners shall within five (5) Business Days thereafter issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and recordsPayment") equal to the sum product of the Initial Common Share Earn-Out Amount and Payment multiplied by the Agreed number of Common Shares into which each Series B Preferred Share is then convertible (provided, however, that at such time as the Series B Maximum Payout has been reached, any additional payments that would have constituted Series B Preferred Share Earn-Out Adjustments Payments shall instead be reallocated and paid under clause (i) above in accordance with an amount per share equal to the Growth Partners Operating Agreement. HIE Holdings’ receipt aggregate amount of the benefit of the Initial Series B Preferred Share Earn-Out Amount and Payments which exceeds the Agreed Earn-Out Adjustments shall be treated as an adjustment to aggregate Series B Maximum Payout divided by the amount aggregate number of HIE Holdings’ capital contribution for U.S. federal, state and local income tax purposes. (d) If there remain any unresolved objections to the Earn-Out Statement and/or the Initial Earn-Out Amount after thirty (30) days of Growth Partner’s receipt of the Earn-Out Objection, then Growth Partners shall, within five (5) Business Days thereafter, issue to HIE Holdings additional Class B Non-Voting Units (by reflection outstanding Common Shares on Growth Partners’ books and records) equal to the portion of the Initial Earn-Out Amount with respect to which there is no dispute, and the disputed portion shall be subject to the dispute resolution procedures set forth in Section 5.5 below. (e) Subsequent to the Closing and through and including December 31, 2015, Growth Partners shall not take, or omit to take, any action intended primarily to avoid or reduce the Earn-Out Payment Date (assuming no conversion of the Series B Preferred Shares but assuming the exercise of all Options which are outstanding immediately following the Earn-Out Payment Date)). For purposes hereof, "Aggregate Earn-Out" shall mean the amount designated as "Aggregate Earn-Out" in the following table, based on the Net License Revenue during the first twelve full calendar months following the Effective Time in accordance with GAAP from the licensing by the Buyer, the Surviving Corporation or their affiliates of any Customer Deliverable (except those products that would the Company does not manufacture, market, sell or license or is not otherwise be payable hereunder.developing on the date of this Agreement) and any subsequent versions (including any upgrades or updates) of such Customer Deliverables. ------------------------------------------------------------------------------------------- 12-month Net License Revenue Aggregate Earn-Out ------------------------------------------------------------------------------------------- Under $[**] $[**] ------------------------------------------------------------------------------------------- $[**] to $[**] $[**] ------------------------------------------------------------------------------------------- $[**] to $[**] $[**] ------------------------------------------------------------------------------------------- $[**] to $[**] $[**] ------------------------------------------------------------------------------------------- $[**] and above $[**] -------------------------------------------------------------------------------------------

Earn-Out Payment. (a) No later than March 15The Parent (through the Paying Agent) shall pay to the Stockholders as additional consideration, 2016, Growth Partners shall deliver to HIE Holdings a reasonably detailed statement (the “First Earn-Out Statement”Payment (if any) and the Second Earn-Out Payment (if any) based on Bookings of the Company since January 1, 2010 and future Bookings of the Company after the Closing Date, subject to the terms and conditions set forth in Exhibit G. In the event that sets forth Growth Partners’ good faith calculation of the Investment Banker (as defined herein) shall be entitled to any consideration relating to the Earn-Out PaymentPayments, if any (such consideration shall be deducted from the “Initial Earn-Out Amount”Payments to be paid to the Stockholders (to the extent such payment has not been accrued for in the Net Working Capital calculations). (b) The Company acknowledges that following the Closing (i) the Parent and its designees to the board of directors of the Surviving Corporation will have the power and right to control all aspects of the business and operations of the Surviving Corporation; (ii) the Parent and its designees to the board of directors of the Surviving Corporation will have the power and the right to determine all aspects of the Surviving Corporation’s existence; (iii) the Parent and its designees to the board of directors of the Surviving Corporation intend to exercise or refrain from exercising such power and right as they may deem appropriate and in the best overall interests of the Parent and its Affiliates as a whole taking into account their respective conditions and prospects from time to time; (iv) operation of the Company’s business may impact the timing of Bookings and the Parent may refuse to enter into an arrangement that would increase Bookings during the First or Second Earn-Out Statement shall become final Period; (v) the Parent and binding upon Growth Partners its Affiliates may in the future develop or acquire, products that compete, either directly or indirectly, with the Products and HIE Holdings not later than the thirtieth (30th) day following the date on which may make decisions with respect to such products that adversely effect Bookings or the Earn-Out Statement is delivered to HIE Holdings, unless HIE Holdings, within such thirty Payment; and (30vi) day period, notifies Growth Partners in writing of that any objections thereto (the “Earn-Out Objection”). If (i) HIE Holdings accepts the Earn-Out Statement within such thirty (30) days or (ii) no Earn-Out Objection is delivered by HIE Holdings within such thirty (30) days, then the Earn-Out Statement shall be final and binding upon Growth Partners and HIE Holdings, and Growth Partners shall, within five (5) Business Days after the acceptance or deemed acceptance of the Earn-Out Statement by HIE Holdings, issue above actions may materially reduce the Stockholders' ability to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal to the Initial Earn-Out Amount in accordance with the Growth Partners Operating Agreement. HIE Holdings’ receipt of the benefit of the Initial Earn-Out Amount shall be treated as an adjustment to the amount of HIE Holdings’ capital contribution for U.S. federal, state and local income tax purposes. (c) If the Earn-Out Objection is delivered within such thirty (30) days, then promptly following Growth Partner’s receipt of the Earn-Out Objection, Growth Partners and HIE Holdings shall negotiate in good faith in an effort to resolve any objections made by HIE Holdings with respect to the Earn-Out Statement and/or the Initial Earn-Out Amount, and in the event and to the extent that HIE Holdings and Growth Partners resolve such proposed revisions (the “Agreed Earn-Out Adjustments”), the Agreed Earn-Out Adjustments shall be, to the extent of such resolutions, final and binding on Growth Partners and HIE Holdings. If all of HIE Holdings’ objections are resolved by the Parties, Growth Partners shall within five (5) Business Days thereafter issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal to the sum of the Initial Earn-Out Amount and the Agreed Earn-Out Adjustments in accordance with the Growth Partners Operating Agreement. HIE Holdings’ receipt of the benefit of the Initial Earn-Out Amount and the Agreed Earn-Out Adjustments shall be treated as an adjustment to the amount of HIE Holdings’ capital contribution for U.S. federal, state and local income tax purposes. (d) If there remain any unresolved objections to the Earn-Out Statement and/or the Initial Earn-Out Amount after thirty (30) days of Growth Partner’s receipt of the Earn-Out Objection, then Growth Partners shall, within five (5) Business Days thereafter, issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal to the portion of the Initial Earn-Out Amount with respect to which there is no dispute, and the disputed portion shall be subject to the dispute resolution procedures set forth in Section 5.5 below. (e) Subsequent to the Closing and through and including December 31, 2015, Growth Partners shall not take, or omit to take, any action intended primarily to avoid or reduce receive the Earn-Out Payment pursuant to this Section ‎1.12; provided, that would otherwise be payable hereunderin each case (A) the board of directors of the Surviving Corporation shall act consistent with its fiduciary duties and in good faith, (B) the Parent shall not take any action the primary purpose of which is to reduce or eliminate the Earn-Out Payment obligations provided for by this Section ‎1.12.

Earn-Out Payment. (a) No As soon as practicable after the end of the Earn-Out Period but in no event later than March 15thirty (30) days after the completion of the Company’s annual audit, 2016, Growth Partners Buyer shall deliver to HIE Holdings prepare a reasonably detailed statement schedule (setting out in reasonable detail each of the items comprising such calculation) setting its determination of the Earn-Out Revenue and the Earn-Out Adjusted EBITDA (the “Earn-Out StatementSchedule”) that sets forth Growth Partnersand shall deliver the Earn-Out Statement to the Sellers’ good faith calculation Representative. (b) Within thirty (30) days of Buyer’s delivery of the Earn-Out PaymentSchedule, if the Sellers’ Representative may deliver written notice (a “Notice of Objection”) to Buyer of any (objections, specifying the “Initial Earn-Out Amount”). (b) The Earn-Out Statement shall become final and binding upon Growth Partners and HIE Holdings not later than basis therefore, which the thirtieth (30th) day following the date on which Sellers’ Representative may have to the Earn-Out Statement is delivered Schedule. The failure of the Sellers’ Representative to HIE Holdings, unless HIE Holdings, deliver Notice of Objection within such thirty (30) day period, notifies Growth Partners in writing of any objections thereto (the “Earn-Out Objection”). If (i) HIE Holdings accepts prescribed time period will constitute the Earn-Out Statement within such thirty (30) days or (ii) no Earn-Out Objection is delivered by HIE Holdings within such thirty (30) days, then the Earn-Out Statement shall be final and binding upon Growth Partners and HIE Holdings, and Growth Partners shall, within five (5) Business Days after the acceptance or deemed Sellers’ Representative’s acceptance of the Earn-Out Statement Schedule as determined by HIE Holdings, issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal to Buyer. Upon receipt of the Initial Earn-Out Amount in accordance with Schedule, the Growth Partners Operating Agreement. HIE HoldingsSellers’ receipt Representative and his accountants will be given reasonable access to inspect and make copies of the benefit Buyer’s and the Company’s relevant books, records and personnel during reasonable business hours for the purpose of verifying the Initial Earn-Out Amount shall be treated as an adjustment to the amount of HIE Holdings’ capital contribution for U.S. federal, state and local income tax purposesSchedule. (c) If Buyer and the Earn-Out Objection is delivered within such thirty (30) days, then promptly following Growth Partner’s receipt of the Earn-Out Objection, Growth Partners and HIE Holdings shall negotiate in good faith in an effort Sellers’ Representative are unable to resolve any objections made by HIE Holdings disagreement with respect to the Earn-Out Statement and/or Schedule within fifteen (15) Business Days following Buyer’s receipt of the Initial Earn-Out AmountNotice of Objection, then the items in dispute will be referred to the Independent Auditor for final determination within thirty (30) days. The determination by the Independent Auditor shall be based solely on presentations by Buyer, on the one hand, and in the event Sellers’ Representative, on the other hand, and shall not involve independent review. Any determination by the Independent Auditor shall be final, binding and non-appealable upon the parties. Each of Buyer on the one hand, and Sellers, on the other hand, shall bear that percentage of the fees and expenses of the Independent Auditor equal to the extent proportion of the dollar value of the unresolved disputed issues that HIE Holdings and Growth Partners resolve such proposed revisions are determined in favor of the other party. (the “Agreed Earn-Out Adjustments”), the Agreed Earn-Out Adjustments shall be, to the extent of such resolutions, final and binding on Growth Partners and HIE Holdings. If all of HIE Holdings’ objections are resolved by the Parties, Growth Partners shall within d) Within five (5) Business Days thereafter issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal to the sum of the Initial final determination of the Earn-Out Amount and Schedule, if the Agreed Earn-Out Adjustments Payment is a positive number, Buyer shall remit cash in accordance with the Growth Partners Operating Agreement. HIE Holdings’ receipt of the benefit of the Initial Earn-Out Amount and the Agreed Earn-Out Adjustments shall be treated as an adjustment to the amount of HIE Holdings’ capital contribution for U.S. federal, state and local income tax purposes. (d) If there remain any unresolved objections amounts equal to the Earn-Out Statement and/or Payment by wire transfer of immediately available funds to the Initial Sellers’ Representative (for further distribution by the Sellers’ Representative to the Sellers in accordance their Pro Rata Portions) and initiate the request and delivery of the stock certificates. The Company’s failure to meet the minimum thresholds for an Earn-Out Amount after thirty (30) days of Growth Partner’s receipt of the Payment and/or and Earn-Out Objection, then Growth Partners shall, within five (5) Business Days thereafter, issue Adjusted EBITDA Payment shall not entitle the Buyer to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal to any offset or other form of payment from the portion of the Initial Earn-Out Amount with respect to which there is no dispute, and the disputed portion shall be subject to the dispute resolution procedures set forth in Section 5.5 belowSellers under this Article III. (e) Subsequent Notwithstanding anything in this Agreement to the contrary, this Agreement shall impose no restrictions on the operation of the Company’s business after the Closing and through and including December 31or on the operations, 2015business or activities of Buyer after the Closing; provided, Growth Partners however, that Buyer shall not takeact in an arbitrary or commercially unreasonable manner in the conduct or operation of the Company’s business if such action would be reasonably likely to interfere with the achievement of the earn-out targets set forth in this Article III; provided, further, that the Company may be charged its allocable share of any corporate overhead and out-of-pocket costs for products or omit services purchased, provided or procured by Buyer or its Subsidiaries for the direct benefit of the Company, to take, any action intended primarily the extent such charges and costs are reasonably allocable to avoid or reduce the operation of the Company during the earn out period and are incurred during the applicable Earn-Out Payment Period, and further provided, that would otherwise any such charges and costs shall not include any costs incurred primarily for the use of Buyer or its Subsidiaries’ personnel. Without limiting the foregoing, following the Closing, as may be payable hereunderreasonably determined by Buyer, (i) Buyer may operate the Company’s business under any name, (ii) all financial statements, billing matters, payment of accounts payables, collections of accounts receivables, bank accounts, credit facilities and other financial operations or activities of the Company’s business may be consolidated with Buyer, (iii) the Company’s business may transition to using Buyer’s operational and financial technology, and in connection with such transition, Buyer shall use its commercially reasonable efforts to ensure that no material deterioration in the timeliness and accuracy of order processing, job tracking, billing, collections or the availability of budgeted operating capital results from such transition, and (iv) Buyer may dissolve or terminate the Company and operate the Company’s business as a division of Buyer.

Earn-Out Payment. For the period commencing on the Closing Date and terminating twenty-four (24) months thereafter, Purchaser shall pay to Seller an annual amount equal to the quotient of (a) No later than March 15the annual increase in the Property NOI (as defined below) above the Base Property NOI (as defined below), 2016, Growth Partners shall deliver divided by (b) .0825 (such annual amount referred to HIE Holdings a reasonably detailed statement (the herein as an “Earn-Out StatementPayment”) ), which increase is the result of new leases or subleases or expansions of existing leases at the Property for which Seller or Seller’s designated affiliate is entitled to receive a commission under the New Leasing Agreement; provided that sets forth Growth Partners’ good faith calculation with respect to subleases, the amount of the Earn-Out Payment, if any (the “Initial Earn-Out Amount”). (b) The Earn-Out Statement shall become final and binding upon Growth Partners and HIE Holdings not later than the thirtieth (30th) day following the date on which the Earn-Out Statement is delivered to HIE Holdings, unless HIE Holdings, within such thirty (30) day period, notifies Growth Partners in writing of any objections thereto (the “Earn-Out Objection”). If (i) HIE Holdings accepts the Earn-Out Statement within such thirty (30) days or (ii) no Earn-Out Objection is delivered by HIE Holdings within such thirty (30) days, then the Earn-Out Statement Payment shall be final and binding upon Growth Partners and HIE Holdings, and Growth Partners shall, within five (5) Business Days after calculated only on the acceptance or deemed acceptance of difference between the Earn-Out Statement by HIE Holdings, issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal Base Rent under the Master Lease prior to the Initial Earn-Out Amount in accordance with the Growth Partners Operating Agreement. HIE Holdings’ receipt of the benefit of the Initial Earn-Out Amount shall be treated as an adjustment to the amount of HIE Holdings’ capital contribution for U.S. federal, state and local income tax purposes. (c) If the Earn-Out Objection is delivered within such thirty (30) days, then promptly following Growth Partner’s receipt of the Earn-Out Objection, Growth Partners and HIE Holdings shall negotiate in good faith in an effort to resolve any objections made by HIE Holdings with respect to the Earn-Out Statement and/or the Initial Earn-Out Amount, and in the event and to the extent that HIE Holdings and Growth Partners resolve such proposed revisions (the “Agreed Earn-Out Adjustments”), the Agreed Earn-Out Adjustments shall be, to the extent of such resolutions, final and binding on Growth Partners and HIE Holdings. If all of HIE Holdings’ objections are resolved by the Parties, Growth Partners shall within five (5) Business Days thereafter issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal to the sum of the Initial Earn-Out Amount and the Agreed Earn-Out Adjustments in accordance with the Growth Partners Operating Agreement. HIE Holdings’ receipt of the benefit of the Initial Earn-Out Amount and the Agreed Earn-Out Adjustments shall be treated as an adjustment to the amount of HIE Holdings’ capital contribution for U.S. federal, state and local income tax purposes. (d) If there remain any unresolved objections to the Earn-Out Statement and/or the Initial Earn-Out Amount after thirty (30) days of Growth Partner’s receipt of the Earn-Out Objection, then Growth Partners shall, within five (5) Business Days thereafter, issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal to the portion of the Initial Earn-Out Amount with respect to which there is no disputesublease, and the disputed portion shall be subject to Base Rent under the dispute resolution procedures set forth in Section 5.5 below. (e) Subsequent to Master Lease after the Closing and through and including December 31, 2015, Growth Partners shall not take, or omit to take, any action intended primarily to avoid or reduce the sublease becomes effective. Each Earn-Out Payment that would otherwise shall be payable hereunderreduced by commissions paid by Purchaser pursuant to the New Leasing Agreement as set forth above and monies spent by Purchaser for tenant improvements to space in the Property pursuant to new leases, subleases or expansions of existing leases, all for the year during which an Earn-Out Payment is due. For purposes of this Section 10.5, “Property NOI” shall be defined as all rents and other revenues received in the ordinary course from the Property, but excluding any income or revenues related to the exercise of any early termination or contraction options, pre-paid rents and revenues and security deposits, except to the extent applied in satisfaction of tenants’ obligations for rent, and “Base Property NOI” shall be the Property NOI as mutually determined and agreed upon by Seller and Purchaser in writing as of the Closing Date. The terms of this Section 10.5 shall survive Closing.

Earn-Out Payment. (a) No later than March 15If the Closing occurs, 2016then, Growth Partners subject to the terms and conditions set forth in this Section 2.08, and the setoff rights set forth in Section 9.08, Parent shall deliver pay (i) to HIE Holdings a reasonably detailed statement the Paying Agent for the account of the Shareholders the Shareholders’ Pro Rata Share of the additional amounts in cash as set forth in Annex 4 (the each such payment, if any, an “Earn-Out Statementout Payment”) that sets forth Growth Partnersas additional consideration in respect of the Common Shares held by the Shareholders as of immediately prior to the Effective Time for further distribution by the Paying Agent to the Shareholders in accordance with their respective Pro Rata Share of such Earn-out Payments and (ii) to the Company for the account of the Restricted Stock Holders the Restricted Stock Holders’ good faith calculation Pro Rata Share of the Earn-Out Payment, if any out Payment for further distribution by the Company to the Restricted Stock Holders (the “Initial net of applicable withholding) in accordance with their respective Pro Rata Share of such Earn-Out Amount”)out Payment and to be distributed via payroll to such Restricted Stock Holders. (b) The Within seventy-five (75) days following the end of each of the calendar years ended 2023, 2024 and 2025, as applicable, Parent shall prepare and deliver to the Shareholders’ Representative a report (each, an “Earn-Out Statement out Report”) setting forth the EBITDA for the applicable Earn-out Period and the corresponding Earn-out Payment. The Shareholders’ Representative shall become have the right to review records and work papers as may be reasonably requested which were utilized in the preparation of the Earn-out Report and the calculations contained therein. If the Shareholders’ Representative disagrees with an Earn-out Report, the Shareholders’ Representative shall submit a written notice to Parent within thirty (30) days following receipt of such Earn-out Report. If Parent and the Shareholders’ Representative do not resolve all disagreements identified by the Shareholders’ Representative pursuant to this Section 2.08(b), then such disagreements shall be submitted for final and binding upon Growth Partners resolution to the Accounting Expert to resolve any such disagreement in the same manner and HIE Holdings not later than subject to the thirtieth (30th) day following same terms and provisions as set forth in Section 2.06(c)(v). If the date on which the Earn-Out Statement is delivered Shareholders’ Representative fails to HIE Holdings, unless HIE Holdings, submit a dispute notice within such thirty (30) day period, notifies Growth Partners in writing of any objections thereto (the “Shareholders shall be deemed to have accepted and agreed to such Earn-Out Objection”). If (i) HIE Holdings accepts out Report and the Earn-Out Statement within such thirty (30) days or (ii) no Earn-Out Objection is delivered by HIE Holdings within such thirty (30) days, then the Earn-Out Statement calculations set forth therein shall be final definitive and binding upon Growth Partners and HIE Holdings, and Growth Partners shall, within five (5) Business Days after the acceptance or deemed acceptance of the Earn-Out Statement by HIE Holdings, issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal to the Initial Earn-Out Amount in accordance with the Growth Partners Operating Agreement. HIE Holdings’ receipt of the benefit of the Initial Earn-Out Amount shall be treated as an adjustment to the amount of HIE Holdings’ capital contribution for U.S. federal, state and local income tax purposesbinding. (c) If the Earn-Out Objection is delivered within such thirty (30) days, then promptly following Growth Partner’s receipt Upon final determination of the Earn-Out Objectionout Payment for the applicable Earn-out Period, Growth Partners either as set forth in the Earn-out Report (as agreed by the Shareholders’ Representative and HIE Holdings Parent if such report is not referred to the Accounting Expert), or as finally determined by the Accounting Expert in accordance with this Agreement, Parent shall negotiate pay, or cause to be paid, to the Paying Agent for the account of the Shareholders and to the Company for the account of the Restricted Stock Holders, the Earn-out Payment (if any) for such Earn-out Period within forty-five (45) days of such determination. (d) During the period following the Closing until the end of the Earn-out Periods, Parent and the Surviving Corporation shall, unless otherwise consented to in writing by the Shareholders’ Representative: (i) maintain separate accounting books and records for the Surviving Corporation that will be used to make all calculations related to each Earn-out Payment; (ii) act in good faith with respect to the oversight and control of the business and affairs of the Surviving Corporation, and shall not cause the Surviving Corporation to act in an effort bad faith with the principal purpose of avoiding or reducing the amount of any Earn-out Payment; and (iii) not sell or transfer all or substantially all of the assets (whether by sale of stock, merger, consolidation or otherwise) of the Surviving Corporation or otherwise adopt any plan of merger, consolidation, reorganization (or similar plan or change of control transaction), liquidation or dissolution or filing of a petition in bankruptcy with respect to resolve the Surviving Corporation under any objections made by HIE Holdings provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against the Surviving Corporation under any similar Law (excluding any corporate reorganizations, redomiciliations, combinations or transactions that do not result in a change of control of the Surviving Corporation), except (x) in the event that the obligation with respect to the Earn-Out Statement and/or out Payment is not transferred in connection with the Initial underlying transaction or (y) the obligation with respect to the Earn-Out Amountout Payment is expressly assumed by the acquirer of the Surviving Corporation, and or all or substantially all of the Surviving Corporation’s assets (provided, that in the event and to the extent that HIE Holdings and Growth Partners resolve such proposed revisions (the “Agreed acquirer does not pay any Earn-Out Adjustments”), the Agreed Earn-Out Adjustments shall be, to the extent of such resolutions, final and binding on Growth Partners and HIE Holdings. If all of HIE Holdings’ objections are resolved by the Parties, Growth Partners shall within five (5) Business Days thereafter issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal to the sum of the Initial Earn-Out Amount and the Agreed Earn-Out Adjustments out Payment in accordance with the Growth Partners Operating Agreement. HIE Holdings’ receipt of the benefit of the Initial Earn-Out Amount and the Agreed Earn-Out Adjustments shall be treated as an adjustment to the amount of HIE Holdings’ capital contribution for U.S. federal, state and local income tax purposes. (d) If there remain any unresolved objections to the Earn-Out Statement and/or the Initial Earn-Out Amount after thirty (30) days of Growth Partner’s receipt of the Earn-Out Objection, then Growth Partners shall, within five (5) Business Days thereafter, issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal to the portion of the Initial Earn-Out Amount with respect to which there is no dispute, and the disputed portion shall be subject to the dispute resolution procedures terms set forth in Section 5.5 belowherein, Parent shall remain liable for any such amounts due but not paid). (e) Subsequent Except as otherwise expressly set forth in Section 2.08(d), subsequent to the Closing, Parent (i) shall have final and absolute discretion with regard to all matters relating to the Surviving Corporation and the Business and (ii) may operate the Business in any manner that it sees fit regardless of the effect such operation may have on the achievement or the amount of the Earn-out Payment. (f) Following the Closing and through and including December 31, 2015, Growth Partners shall not take, or omit to take, any action intended primarily to avoid or reduce during the Earn-Out out Period, Parent will use commercially reasonable efforts to maintain the “RavenVolt” brand and leverage Parent’s brand by coupling the “RavenVolt” brand with the brands of Parent. (g) The Shareholders and the Company hereby acknowledge and agree that there are no assurances that any Earn-out Payment will be earned and payable, and Parent makes no representation, warranty or assurance that would otherwise any of the conditions for an Earn-out Payment will be met. If any Earn-out Payment (or any portion thereof) is payable hereunderin accordance with the terms of Section 2.08(a), each Shareholder shall be entitled to his/her/its Pro Rata Share of such Earn-out Payment.

Earn-Out Payment. (a) No Subject to the provisions of this Section 2.5, beginning as of December 31, 2019, if Actual Revenue equals or exceeds Target Revenue for any Earn-Out Period, Buyer shall pay to Seller an amount equal to Two Million Dollars ($2,000,000) (such amount, if any, the “Earn-Out Payment”). The Earn-Out Payment shall be due and payable only one time, regardless of the number of Earn-Out Periods in which Actual Revenue equals or exceeds Target Revenue. (b) As promptly as practicable after the end of each calendar quarter or calendar year during the Earn-Out Period, but in no event later than March 15forty-five (45) days after the end of each such calendar quarter or seventy-five (75) days after the end of each such calendar year, 2016Buyer shall prepare and deliver to Seller financial statements in sufficient detail to allow Seller to monitor the Actual Revenues for such period. Buyer shall cooperate with Seller in connection with the review of such financial statements, Growth Partners including, without limitation, providing Seller and its accountants with prompt and reasonable access to financial information of the Business used in the preparation of such financial statements. (c) Any Earn-Out Payment due pursuant to this Section 2.5 shall be paid to Seller within sixty (60) days following the earliest close of Buyer’s annual audit or quarterly review, as applicable, following the end of an Earn-Out Period in which Actual Revenue equals or exceeds Target Revenue. In the event the Actual Revenues for any Earn-Out Period are disputed, the parties will determine the Actual Revenues as provided hereunder. (i) As promptly as practicable after the end of each Earn-Out Period, but in any event within sixty (60) days following the earliest close of Buyer’s quarterly review or annual audit, as applicable, Buyer shall deliver to HIE Holdings Seller a reasonably detailed statement report (the “Earn-Out StatementReport”) that sets signed by an authorized representative of Buyer setting forth Growth Partners’ good faith the calculation of Actual Revenues and the Earn-Out Payment, if any (any. Buyer shall, and shall cause its Affiliates to, permit Seller to have reasonable access, after reasonable notice, to the “Initial Earn-Out Amount”). (b) The Earn-Out Statement shall become final books and binding upon Growth Partners and HIE Holdings not later than records of the thirtieth (30th) day following the date on which Company used in calculating the Earn-Out Statement is delivered Payment for the purpose of verifying the calculation of Actual Revenues, and except for such purpose and determination pursuant to HIE Holdingsthis Section 2.5, unless HIE HoldingsSeller shall hold all such information on a confidential basis. (ii) If Seller disputes any items in the Earn-Out Report, Seller shall, within such thirty (30) day period, notifies Growth Partners in writing days after receipt of any objections thereto such Earn-Out Report (the “Earn-Out Objection”). If (i) HIE Holdings accepts the Earn-Out Statement within such thirty (30) days or (ii) no Earn-Out Objection is delivered by HIE Holdings within such thirty (30) days, then the Earn-Out Statement shall be final and binding upon Growth Partners and HIE Holdings, and Growth Partners shall, within five (5) Business Days after the acceptance or deemed acceptance of the Earn-Out Statement by HIE Holdings, issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal to the Initial Earn-Out Amount in accordance with the Growth Partners Operating Agreement. HIE Holdings’ receipt of the benefit of the Initial Earn-Out Amount shall be treated as an adjustment to the amount of HIE Holdings’ capital contribution for U.S. federal, state and local income tax purposes. (c) If the Earn-Out Objection is delivered within such thirty (30) days, then promptly following Growth Partner’s receipt of the Earn-Out Objection, Growth Partners and HIE Holdings shall negotiate in good faith in an effort to resolve any objections made by HIE Holdings with respect to the Earn-Out Statement and/or the Initial Earn-Out Amount, and in the event and to the extent that HIE Holdings and Growth Partners resolve such proposed revisions (the “Agreed Earn-Out AdjustmentsReview Period”), the Agreed Earn-Out Adjustments shall be, deliver written notice to the extent Buyer of such resolutions, final and binding on Growth Partners and HIE Holdings. If all of HIE Holdings’ objections are resolved by the Parties, Growth Partners shall within five (5) Business Days thereafter issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal to the sum of the Initial Earn-Out Amount and the Agreed Earn-Out Adjustments in accordance with the Growth Partners Operating Agreement. HIE Holdings’ receipt of the benefit of the Initial Earn-Out Amount and the Agreed Earn-Out Adjustments shall be treated as an adjustment to the amount of HIE Holdings’ capital contribution for U.S. federal, state and local income tax purposes. (d) If there remain any unresolved objections to the Earn-Out Statement and/or Report (the Initial “Earn-Out Amount Objection Notice”), which shall specify in reasonable detail the rationale for such disagreement and the amount in dispute. Buyer and Seller shall attempt in good faith to reach an agreement as to any matters identified in the Earn-Out Objection Notice as being in dispute. If Seller and Buyer fail to resolve all such matters in dispute within ten (10) business days after Seller’s delivery of the Earn-Out Objection Notice to Buyer, then any matters identified in the Earn-Out Objection Notice that remain in dispute shall be finally and conclusively determined by the Accounting Arbitrator, selected in a manner consistent with Section 2.3 hereof. Seller and Buyer shall direct the Accounting Arbitrator to use commercially reasonable efforts to complete its work within thirty (30) days after its acceptance of Growth Partner’s receipt its appointment as the Accounting Arbitrator, and shall further direct the Accounting Arbitrator to determine only those matters in dispute under the Earn-Out Objection Notice and not thereafter resolved by Buyer and Seller. The Accounting Arbitrator shall render a written report as to the disputed matters, which report shall thereupon be conclusive and binding upon all parties, absent manifest error. All fees and expenses of the Accounting Arbitrator pursuant to this Section 2.5 shall be shared by Buyer and Seller in inverse proportion to the relative amounts of the disputed amount determined to be for the account of Buyer and Seller, respectively. If Seller fails to notify Buyer of any disputes within the Earn-Out Review Period, the Earn-Out Report (including the calculation of Actual Revenues) shall be conclusive and binding on all parties, effective upon the expiration of the Earn-Out ObjectionReview Period. If Seller notifies Buyer of its agreement with any items in the calculation of Actual Revenues, then Growth Partners shall, within five (5) Business Days thereafter, issue to HIE Holdings additional Class B Non-Voting Units (by reflection such items shall be conclusive and binding on Growth Partners’ books and records) equal to the portion of the Initial all parties immediately upon such notice. The date on which an Earn-Out Amount Report is finally determined in accordance with respect this Section 2.5(c) to which there include Actual Revenues that equal or exceed Target Revenues is no disputehereinafter referred to as the “Earn-Out Determination Date.” (iii) Promptly following the Earn-Out Determination Date, and in any event within ten (10) business days following the disputed portion Earn-Out Determination Date, Buyer shall be subject pay to the dispute resolution procedures set forth Seller by wire transfer of immediately available funds to an account or accounts designated in Section 5.5 below. (e) Subsequent writing by Seller, an amount equal to the Closing and through and including December 31, 2015, Growth Partners shall not take, or omit to take, any action intended primarily to avoid or reduce the Earn-Out Payment that would otherwise be payable hereunderas determined in accordance with Section 2.5(c), if any.

Earn-Out Payment. (ai) No later than March 15, 2016, Growth Partners shall deliver to HIE Holdings a reasonably detailed statement If (x) after the “Earn-Out Statement”) that sets forth Growth Partners’ good faith calculation of the Earn-Out Payment, if any (the “Initial Earn-Out Amount”). (b) The Earn-Out Statement shall become final Closing Date and binding upon Growth Partners and HIE Holdings not later than the thirtieth (30th) day following before the date on which the Earn-Out Statement Payment is delivered due pursuant to HIE HoldingsSection 1.4 hereof, unless HIE HoldingsBuyer files a registration statement (collectively with any -60- registration statement referred to in Section 5.17(a), within a "REGISTRATION STATEMENT") with the SEC (excluding any registration statement currently on file with the SEC and any amendment thereto, other than an amendment to such thirty registration statement causing such registration statement to cover the resale of Buyer Common Stock held by a Person other than Buyer) covering the issuance or resale of Buyer Common Stock issued by Buyer or amends any registration statement causing such registration statement to cover the resale of Buyer Common Stock held by a Person other than Buyer, other than (30A) day period, notifies Growth Partners in writing of any objections thereto (the “Earn-Out Objection”). If (i) HIE Holdings accepts the Earn-Out Statement within such thirty (30) days or (ii) no Earn-Out Objection is delivered by HIE Holdings within such thirty (30) days, then the Earn-Out Statement shall be final and binding upon Growth Partners and HIE Holdingsa registration relating solely to employee benefit plans, and Growth Partners shall, within five (5B) Business Days after a registration in which the acceptance or deemed acceptance only equity security being registered is Buyer Common Stock issuable upon conversion of convertible debt securities which are also being registered and (y) Buyer elects pursuant to Section 1.4(c) hereof to issue Buyer Common Stock as part of the Earn-Out Statement by HIE Holdings, issue to HIE Holdings additional Class B Non-Voting Units Payment (by reflection on Growth Partners’ books and records) equal to the Initial Earn-Out Amount in accordance collectively with the Growth Partners Operating Agreement. HIE Holdings’ receipt of First Anniversary Shares, the benefit of the Initial Earn-Out Amount shall be treated as an adjustment to the amount of HIE Holdings’ capital contribution for U.S. federal, state and local income tax purposes. (c) If the Earn-Out Objection is delivered within such thirty (30) days"REGISTRABLE SECURITIES"), then promptly following Growth Partner’s receipt of as soon as practicable after the Earn-Out Objection, Growth Partners and HIE Holdings shall negotiate in good faith in an effort to resolve any objections made by HIE Holdings with respect to the Earn-Out Statement and/or the Initial Earn-Out Amount, date such shares become issuable (and in the no event and to the extent that HIE Holdings and Growth Partners resolve such proposed revisions (the “Agreed Earn-Out Adjustments”), the Agreed Earn-Out Adjustments shall be, to the extent of such resolutions, final and binding on Growth Partners and HIE Holdings. If all of HIE Holdings’ objections are resolved by the Parties, Growth Partners shall within five (5) Business Days thereafter issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal to the sum of the Initial Earn-Out Amount and the Agreed Earn-Out Adjustments in accordance with the Growth Partners Operating Agreement. HIE Holdings’ receipt of the benefit of the Initial Earn-Out Amount and the Agreed Earn-Out Adjustments shall be treated as an adjustment to the amount of HIE Holdings’ capital contribution for U.S. federal, state and local income tax purposes. (d) If there remain any unresolved objections to the Earn-Out Statement and/or the Initial Earn-Out Amount after thirty (30) days of Growth Partner’s receipt of the Earn-Out Objection, then Growth Partners shall, within more than five (5) Business Days thereafter), issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal to the portion Buyer shall have registered all of the Initial Earn-Out Amount shares of Buyer Common Stock with respect the SEC on the Registration Statement as to which there is no dispute, and permit each holder of Registrable Securities (the disputed portion shall be subject "HOLDERS") to the dispute resolution procedures set forth in Section 5.5 belowresell such shares of Buyer Common Stock. (eii) Subsequent If the registration of which Buyer under this clause (b) gives notice is for a registered public offering involving an underwriting, Buyer shall so advise the Holders. In such event, the right of any Holder to registration pursuant to clause (b) shall be conditioned upon such Holder's participation in such underwriting and the inclusion of Registrable Securities in the underwriting shall be limited to the Closing extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with Buyer and the other holders distributing their securities through and including December 31such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by Buyer. If any Holder disapproves of the terms of any such underwriting, 2015, Growth Partners shall not take, or omit such person may elect to take, any action intended primarily withdraw therefrom by written notice to avoid or reduce the Earn-Out Payment that would otherwise be payable hereunderBuyer.

Earn-Out Payment. (a) No later than March 15Within ten (10) Business Days following the Renewal Retention Ratio Determination Date, 2016, Growth Partners Buyer shall deliver to HIE Holdings a reasonably detailed statement (the “Earn-Out Statement”) that sets forth Growth Partners’ good faith provide Seller with written notice of Buyer’s calculation of the Earn-Out PaymentRenewal Retention Ratio and reasonable supporting documentation for such calculation. Seller shall have ten (10) Business Days from the date of receipt of such notice to deliver written notice of its objections to the Renewal Retention Ratio, specifying in reasonable detail the basis for the objections. If Seller does not timely object, Buyer’s calculation of the Renewal Retention Ratio shall be binding and conclusive. If Seller objects on a timely basis, the calculation of the Renewal Retention Ratio will not be binding and conclusive, and Buyer and Seller shall negotiate in good faith to resolve Seller’s objections. If Buyer and Seller resolve such objections, the amount they agree upon shall be final and binding, but if any the objections cannot be resolved by such negotiation within ten (10) Business Days after Buyer’s receipt of Seller’s objections, Seller and Buyer shall cause the “Initial Earn-Out Amount”)calculation of the Renewal Retention Ratio, and all documents related thereto, to be submitted to the Independent Accounting Firm and the procedures, timelines and expense allocations set forth in Section 2.5 with respect to the resolution of the Closing Working Capital, to the extent applicable, shall be followed to obtain final resolution of the Renewal Retention Ratio. (b) The Earn-Out Statement shall become final and binding upon Growth Partners and HIE Holdings not later than the thirtieth (30th) day following the date on which the Earn-Out Statement is delivered to HIE Holdings, unless HIE Holdings, within such thirty (30) day period, notifies Growth Partners in writing of any objections thereto (the “Earn-Out Objection”). If (i) HIE Holdings accepts the Earn-Out Statement within such thirty (30) days or (ii) no Earn-Out Objection is delivered by HIE Holdings within such thirty (30) days, then the Earn-Out Statement shall be final and binding upon Growth Partners and HIE Holdings, and Growth Partners shall, within Within five (5) Business Days after following the acceptance or deemed acceptance final determination of the Renewal Retention Ratio in accordance with subclause (a), the Buyer and the Seller shall jointly instruct the Escrow Agent to release to Buyer or Seller, as applicable, the following amounts (each, an “Earn-Out Statement by HIE HoldingsPayment”). (i) if the Renewal Retention Ratio is less than 96.0%, issue no amounts shall be released to HIE Holdings additional Class B Non-Voting Units Seller and $5,000,000 shall be released to Buyer; (by reflection on Growth Partners’ books and recordsii) if the Renewal Retention Ratio is equal to the Initial Earn-Out Amount in accordance with the Growth Partners Operating Agreement. HIE Holdings’ receipt of the benefit of the Initial Earn-Out Amount or greater than 96.0% but less than or equal to 96.5%, $1,000,000 shall be treated as an adjustment released to Seller and $4,000,000 shall be released to Buyer; (iii) if the Renewal Retention Ratio is greater than 96.5% but less than or equal to 98.5%, $2,000,000 shall be released to Seller and $3,000,000 shall be released to Buyer; (iv) if the Renewal Retention Ratio is greater than 98.5% but less than or equal to 99.25%, $3,000,000 shall be released to Seller and $2,000,000 shall be released to Buyer; (v) if the Renewal Retention Ratio is greater than 99.25% but less than or equal to 99.9%, $4,000,000 shall be released to Seller and $1,000,000 shall be released to Buyer; and (vi) if the Renewal Retention Ratio is greater than 99.9%, $5,000,000 shall be released to the amount of HIE Holdings’ capital contribution for U.S. federal, state and local income tax purposesSeller. (c) If the Earn-Out Objection is delivered within such thirty (30) days, then promptly following Growth Partner’s receipt of the Earn-Out Objection, Growth Partners Buyer and HIE Holdings shall negotiate in good faith in an effort to resolve Seller understand and agree that any objections made by HIE Holdings with respect to the Earn-Out Statement and/or the Initial Earn-Out Amount, and in the event and to the extent that HIE Holdings and Growth Partners resolve such proposed revisions (the “Agreed Earn-Out Adjustments”), the Agreed Earn-Out Adjustments shall be, to the extent of such resolutions, final and binding on Growth Partners and HIE Holdings. If all of HIE Holdings’ objections are resolved by the Parties, Growth Partners shall within five (5) Business Days thereafter issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal to the sum of the Initial Earn-Out Amount and the Agreed Earn-Out Adjustments in accordance with the Growth Partners Operating Agreement. HIE Holdings’ receipt of the benefit of the Initial Earn-Out Amount and the Agreed Earn-Out Adjustments shall be treated as an adjustment to the amount of HIE Holdings’ capital contribution for U.S. federal, state and local income tax purposes. (d) If there remain any unresolved objections to the Earn-Out Statement and/or the Initial Earn-Out Amount after thirty (30) days of Growth Partner’s receipt of the Earn-Out Objection, then Growth Partners shall, within five (5) Business Days thereafter, issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal to the portion of the Initial Earn-Out Amount with respect to which there is no dispute, and the disputed portion shall be subject to the dispute resolution procedures set forth in Section 5.5 below. (e) Subsequent to the Closing and through and including December 31, 2015, Growth Partners shall not take, or omit to take, any action intended primarily to avoid or reduce the Earn-Out Payment that would otherwise be paid to the Seller is an integral part of the consideration payable hereunderto Seller in connection with the transactions contemplated in this Agreement and any of the other Transaction Agreements. From and after the Closing and until January 1, 2022, Buyer shall not, and shall cause its Affiliates not to, take any action or inaction in bad faith or with the intention or primary effect of decreasing the amount of any Earn-Out Payment payable to Seller.

Earn-Out Payment. (a) No Seller shall deliver to Buyer, on the Closing Date, a statement (the “Base Date Fee Revenue Statement”) setting forth Seller’s calculation of the Base Date Fee Revenue, together with such schedules and data as may be appropriate to support such statement. (b) During the sixty (60) day period immediately following Buyer’s receipt of the Base Date Fee Revenue Statement (the “Base Date Review Period”), Seller shall provide Buyer and its Representatives with reasonable access to (x) all records, books, work papers, reports, correspondence and other relevant materials in the possession of Seller or its Affiliates that relate to the calculation of the Base Date Fee Revenue and the preparation of the Base Date Fee Revenue Statement and (y) employees, accountants and auditors of Seller and its Affiliates knowledgeable about the subject matter of the Base Date Fee Revenue Statement, in each case, upon reasonable advance notice during normal business hours. (c) Buyer shall notify Seller in writing (the “Base Date Notice of Disagreement”) prior to the expiration of the Base Date Review Period if Buyer disagrees with the Base Date Fee Revenue Statement. The Base Date Notice of Disagreement shall set forth in reasonable detail (i) the basis for such dispute and (ii) the amounts involved, to the extent available at the time. If no Base Date Notice of Disagreement is delivered by Buyer prior to the expiration of the Base Date Review Period, then the Base Date Fee Revenue Statement shall be deemed to have been accepted by Buyer and shall become final and binding upon the parties hereto, which sets forth the Final Base Date Fee Revenue. The parties hereto acknowledge and agree that the Federal Rules of Evidence Rule 408 and comparable state rules of evidence shall apply to negotiations during the Base Date Consultation Period and any subsequent compromise negotiations. (d) During the twenty (20) Business Days immediately following the delivery of the Base Date Notice of Disagreement (the “Base Date Consultation Period”), Seller and Buyer shall seek in good faith to resolve any differences that they may have with respect to the matters specified in the Base Date Notice of Disagreement. If, during the Base Date Consultation Period, Seller and Buyer mutually agree upon any matters set forth in the Base Date Notice of Disagreement, they shall signify such agreement in a writing signed by both such parties, and if all such matters are resolved, they shall agree upon a final and binding Base Date Fee Revenue Statement, which sets forth the Final Base Date Fee Revenue. (e) If, at the end of the Base Date Consultation Period, Seller and Buyer have been unable to resolve one or more differences with respect to the matters specified in the Base Date Notice of Disagreement, Seller and Buyer shall submit such matters that remain in dispute with respect to the Base Date Notice of Disagreement to the Independent Accounting Firm (each a “Base Date Disputed Item”). The Independent Accounting Firm shall resolve each Base Date Disputed Item in accordance with the procedures applicable to resolution of Disputed Items as set forth in Section 2.10(c), mutatis mutandis. The statement of the Base Date Fee Revenue that is final and binding on the parties hereto, as determined either through agreement of the parties hereto pursuant to Section 2.11(c) or Section 2.11(d) or through the action of the Independent Accounting Firm, pursuant to this Section 2.11(e), is referred to as the “Final Base Date Fee Revenue”. The cost of, and expenses associated with, the Independent Accounting Firm’s review and determination of the Final Base Date Fee Revenue shall be shared equally by Seller, on the one hand, and Buyer, on the other hand. (f) Buyer shall (or shall cause an Affiliate of Buyer to) deliver to Seller, no earlier than January 1, 2021 or later than March 1531, 20162021, Growth Partners a statement (the “Measurement Date Fee Revenue Statement”) setting forth Buyer’s calculation of the Measurement Date Fee Revenue, together with such schedules and data as may be appropriate to support such statement. Seller shall deliver reasonably cooperate with and assist Buyer and its Representatives in connection with Buyer’s preparation of the Measurement Date Fee Revenue Statement, including providing Buyer and its Representatives with reasonable access to HIE Holdings a (x) all records, books, work papers, reports, correspondence and other relevant materials in the possession of Seller or its Affiliates that relate to the calculation of the Measurement Date Fee Revenue and information reasonably detailed statement relevant to the preparation of the Measurement Date Fee Revenue Statement and (y) employees of Seller and its Affiliates knowledgeable about the calculation of the Measurement Date Fee Revenue and the subject matter of the Measurement Date Fee Revenue Statement, in each case, upon reasonable advance notice during normal business hours. (g) During the sixty (60) day period immediately following Seller’s receipt of the Measurement Date Fee Revenue Statement (the “Earn-Out Review Period”), Buyer shall provide Seller and its Representatives with reasonable access to (x) all records, books, work papers, reports, correspondence and other relevant materials in the possession of Buyer or its Affiliates that relate to the calculation of the Measurement Date Fee Revenue and the preparation of the Measurement Date Fee Revenue Statement and (y) employees, accountants and auditors of Buyer and its Affiliates knowledgeable about the subject matter of the Measurement Date Fee Revenue Statement, in each case, upon reasonable advance notice during normal business hours. (h) Seller shall notify Buyer in writing (the “Earn-Out Notice of Disagreement”) that sets forth Growth Partners’ good faith calculation prior to the expiration of the Earn-Out Payment, Review Period if any (Seller disagrees with the “Initial Earn-Out Amount”). (b) Measurement Date Fee Revenue Statement. The Earn-Out Notice of Disagreement shall set forth in reasonable detail (i) the basis for such dispute and (ii) the amounts involved, to the extent available at the time. If no Earn-Out Notice of Disagreement is delivered by Seller prior to the expiration of the Earn-Out Review Period, then the Measurement Date Fee Revenue Statement shall be deemed to have been accepted by Seller and shall become final and binding upon Growth Partners the parties hereto, which sets forth the Final Measurement Date Fee Revenue. The parties hereto acknowledge and HIE Holdings not later than agree that the thirtieth (30th) day following the date on which Federal Rules of Evidence Rule 408 and comparable state rules of evidence shall apply to negotiations during the Earn-Out Statement is delivered to HIE Holdings, unless HIE Holdings, within such thirty Consultation Period and any subsequent compromise negotiations. (30i) day period, notifies Growth Partners in writing During the twenty (20) Business Days immediately following the delivery of any objections thereto the Earn-Out Notice of Disagreement (the “Earn-Out ObjectionConsultation Period”). If (i) HIE Holdings accepts , Seller and Buyer shall seek in good faith to resolve any differences that they may have with respect to the matters specified in the Earn-Out Statement within such thirty (30) days or (ii) no Earn-Out Objection is delivered by HIE Holdings within such thirty (30) daysNotice of Disagreement. If, then during the Earn-Out Statement Consultation Period, Seller and Buyer mutually agree upon any matters set forth in the Earn-Out Notice of Disagreement, they shall be signify such agreement in a writing signed by both such parties, and if all such matters are resolved, they shall agree upon a final and binding upon Growth Partners and HIE HoldingsMeasurement Date Fee Revenue Statement, and Growth Partners shallwhich sets forth the Final Measurement Date Fee Revenue. (j) If, within five (5) Business Days after at the acceptance or deemed acceptance end of the Earn-Out Statement by HIE HoldingsConsultation Period, issue Seller and Buyer have been unable to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal resolve one or more differences with respect to the Initial Earn-Out Amount matters specified in accordance with the Growth Partners Operating Agreement. HIE Holdings’ receipt of the benefit of the Initial Earn-Out Amount shall be treated as an adjustment to the amount of HIE Holdings’ capital contribution for U.S. federal, state and local income tax purposes. (c) If the Earn-Out Objection is delivered within Notice of Disagreement, Seller and Buyer shall submit such thirty (30) days, then promptly following Growth Partner’s receipt of the Earn-Out Objection, Growth Partners and HIE Holdings shall negotiate matters that remain in good faith in an effort to resolve any objections made by HIE Holdings dispute with respect to the Earn-Out Statement and/or Notice of Disagreement to the Initial Independent Accounting Firm (each, an “Earn-Out Amount, and in Disputed Item”). The Independent Accounting Firm shall resolve the event and to the extent that HIE Holdings and Growth Partners resolve such proposed revisions (the “Agreed each Earn-Out Adjustments”Disputed Item in accordance with the procedures applicable to resolution of Disputed Items as set forth in Section 2.10(c), mutatis mutandis. The statement of the Agreed Earn-Out Adjustments shall be, to the extent of such resolutions, Measurement Date Fee Revenue that is final and binding on Growth Partners the parties hereto, as determined either through agreement of the parties hereto pursuant to Section 2.11(h) or Section 2.11(i) or through the action of the Independent Accounting Firm, pursuant to this Section 2.11(j), is referred to as the “Final Measurement Date Fee Revenue”. The cost of, and HIE Holdings. expenses associated with, the Independent Accounting Firm’s review and determination of the Final Measurement Date Fee Revenue shall be shared equally by Seller, on the one hand, and Buyer, on the other hand. (k) If all the Earn-Out Payment is a positive amount, then not later than the later of HIE Holdings’ objections are resolved (i) the fifth (5th) Business Day after the Final Measurement Date Fee Revenue becomes final and binding in accordance with this Section 2.11(k) and (ii) the second anniversary of the Closing Date (the “Earn-Out Payment Date”), Buyer shall pay to Seller or its designee, by the Parties, Growth Partners shall within five wire transfer of immediately available funds to an account or accounts designated by Seller at least two (52) Business Days thereafter issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal to the sum of the Initial Earn-Out Amount and the Agreed Earn-Out Adjustments in accordance with the Growth Partners Operating Agreement. HIE Holdings’ receipt of the benefit of the Initial Earn-Out Amount and the Agreed Earn-Out Adjustments shall be treated as an adjustment to the amount of HIE Holdings’ capital contribution for U.S. federal, state and local income tax purposes. (d) If there remain any unresolved objections prior to the Earn-Out Statement and/or Payment Date, an amount in cash equal to the Initial Earn-Out Amount after Payment. (l) From the Closing until the Measurement Date (the “Earn-Out Period”), Buyer shall (and shall cause its Affiliates to): (i) use commercially reasonable efforts to retain the Base Date Customers as customers of Buyer or its applicable Affiliates, and maintain the fee revenue associated with the Base Date Customers and each plan (as defined herein), by applying a degree of care and diligence no less stringent, in aggregate, than they apply in retaining customers of, and maintaining fee revenue associated with, customers of Buyer and its Affiliates’ similar businesses; and (ii) not take, or cause to be taken, any action, including any action with respect to Transferred Employees who are relationship managers or serve in a similar role, that reduces the revenue of Buyer and its Affiliates generated, or to be generated, in respect of any Customer Contract (and plan (as defined herein) thereunder) acquired by Buyer or its Affiliates hereunder, unless (A) such action is (x) undertaken in the ordinary course of business or (y) in the best interests of Buyer or its Affiliates, as applicable, as determined in good faith by senior management of Buyer or its Affiliates, as applicable (but excluding for purposes of such determination the possible benefit to Buyer and its Affiliates of not paying all or any portion of the Earn-Out Payment), and (B) the primary purpose of such action is a legitimate business purpose other than effecting a reduction of the Earn-Out Payment (m) In the event that, during the Earn-Out Period, Buyer or any of its Affiliates shall, directly or indirectly, either in one or a series of transactions, (i) sell, transfer, assign or otherwise dispose of all or substantially all of the Customer Contracts and/or the recordkeeping, trust and custody and discretionary business of Buyer and its Affiliates to any Person who is not an Affiliate of Buyer or (ii) consummate any consolidation, merger, combination or other similar transaction in which the voting control of Buyer or any of its Affiliates that operates or conducts a non-de minimis portion of the recordkeeping, trust and custody and/or discretionary business of Buyer and its Affiliates is transferred to a Person who is not an Affiliate of Buyer (any transaction contemplated by clauses (i) or (ii) being referred to as a “Sale Transaction”), then, in each case, the obligation of Buyer to pay the Earn-Out Payment to Seller (at maximum performance levels) hereunder shall be accelerated and Buyer shall (A) promptly provide notice of the Sale Transaction to Seller (upon the entry into an agreement to effect and consummation of a Sale Transaction) and (B) no later than ten (10) calendar days following the earlier of the entry into an agreement to effect a Sale Transaction or the consummation of a Sale Transaction, pay the Earn-Out Payment to Seller (at maximum performance levels). For avoidance of doubt, if Buyer is merged, consolidated or combined into any other person, the successor of Buyer shall expressly assume the obligations of Buyer, as applicable, under this Section 2.11. (n) No later than thirty (30) days following the conclusion of Growth Partner’s receipt of any calendar quarter during the Earn-Out ObjectionPeriod, then Growth Partners shallBuyer shall provide a report to Seller that sets forth in reasonable detail, within five (5) Business Days thereafter, issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal to the portion of the Initial Earn-Out Amount with respect to such concluded quarter, applicable information affecting the determination of Measurement Date Fee Revenue (as specified in the definition thereof). Seller shall treat information provided pursuant to this Section as Business Confidential Information in accordance with Section 5.4(c). Upon Seller’s request, Buyer shall promptly provide to Seller reasonable back-up information evidencing the manner in which there is no disputethe amounts set forth in the foregoing quarterly reports were calculated. Seller shall provide Buyer reasonable cooperation and assistance in connection with the preparation of the reports contemplated by this Section, including access to Books and Records relating to the relevant Customer Contracts pursuant to Section 5.6(c), and shall make available employees of Seller who maintain such Books and Records or who may otherwise assist in the disputed portion preparation of such reports. (o) Buyer shall, and shall cause its Affiliates to, maintain books and records and data that reasonably support Buyer’s compliance with the covenants and obligations set forth in Section 5.6(a) and 5.6(b). (p) For the avoidance of doubt, (i) any disagreement or other dispute among the parties in connection with Section 2.11(l)-(o) shall not be subject to the dispute procedures set forth in Section 2.11(a)-(k), but rather shall be subject to the dispute resolution procedures set forth in Article VIII hereof and (ii) Buyer shall not be liable for any breach of Section 5.5 below. (e2.11(l)-(o) Subsequent to the Closing and through and including December 31, 2015, Growth Partners shall not take, or omit to take, any action intended primarily to avoid or reduce extent such breach was caused by Seller’s breach of Sections 2.12-2.14 of the Earn-Out Payment that would otherwise be payable hereunderTransitional Services Agreement.

Earn-Out Payment. (a) No later than March 15If EBITDA for the year beginning on January 1, 2016, Growth Partners shall deliver to HIE Holdings a reasonably detailed statement (2010 and ending on the “First Earn-Out Statement”Date exceeds the Initial EBITDA Target, the Purchaser shall pay, or cause to be paid, the First Earn-Out Payment for such year to the Earn-Out Recipient. If EBITDA for the year beginning on January 1, 2010 and ending on the First Earn-Out Date exceeds the Additional EBITDA Target, the Purchaser shall pay, or cause to be paid, the Additional Earn-Out Payment for such year to the Earn-Out Recipient. The First Earn-Out Payment and Additional Earn-Out Payment shall be payable to the Earn-Out Recipient five (5) that sets forth Growth Partners’ good faith calculation Business Days following the earliest to occur of (w) the thirty-first day after receipt of the Earn-Out PaymentReport for the fiscal year ending December 31, if any (2010 without the “Initial Earn-Out Amount”). (b) The Recipient notifying the Purchaser that the Earn-Out Statement shall become final and binding upon Growth Partners and HIE Holdings not later than Recipient objects to the thirtieth computation of EBITDA set forth in such Earn-Out Report, (30thx) day following the date on which the Earn-Out Statement is delivered Recipient shall have given the Purchaser notice to HIE Holdings, unless HIE Holdings, within such thirty (30) day period, notifies Growth Partners in writing of any objections thereto (the “Earn-Out Objection”). If (i) HIE Holdings accepts effect that the Earn-Out Statement within such thirty (30) days or (ii) Recipient has no Earn-Out Objection is delivered by HIE Holdings within such thirty (30) days, then objection to the computation of EBITDA set forth in the Earn-Out Statement shall be final Report for the fiscal year ending December 31, 2010, (y) the date as of which the Purchaser and binding upon Growth Partners and HIE Holdings, and Growth Partners shall, within five (5) Business Days after the acceptance or deemed acceptance of the Earn-Out Statement by HIE Holdings, issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal to the Initial Earn-Out Amount Recipient reach a settlement in accordance with Section 1.4, and (z) the Growth Partners Operating Agreement. HIE Holdings’ receipt date as of which the benefit of the Initial Earn-Out Amount shall be treated as an adjustment to the amount of HIE Holdings’ capital contribution for U.S. federal, state Purchaser and local income tax purposes. (c) If the Earn-Out Objection Recipient shall have received the determination of the Arbitrating Accountant in accordance with Section 1.4 (the “First Earn-Out Payment Date”). If EBITDA for the fiscal year ended December 31, 2010 is delivered within such thirty (30) daysless than the Initial EBITDA Target, then promptly following Growth Partner’s receipt of the Earn-Out Objection, Growth Partners and HIE Holdings Recipient shall negotiate in good faith in an effort to resolve any objections made by HIE Holdings with respect not be entitled to the Earn-Out Statement and/or the Initial Earn-Out Amount, and in the event and to the extent that HIE Holdings and Growth Partners resolve such proposed revisions (the “Agreed Earn-Out Adjustments”), the Agreed Earn-Out Adjustments shall be, to the extent of such resolutions, final and binding on Growth Partners and HIE Holdings. If all of HIE Holdings’ objections are resolved by the Parties, Growth Partners shall within five (5) Business Days thereafter issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal to the sum of the Initial Earn-Out Amount and the Agreed Earn-Out Adjustments in accordance with the Growth Partners Operating Agreement. HIE Holdings’ receipt of the benefit of the Initial Earn-Out Amount and the Agreed Earn-Out Adjustments shall be treated as an adjustment to the amount of HIE Holdings’ capital contribution for U.S. federal, state and local income tax purposes. (d) If there remain any unresolved objections to the Earn-Out Statement and/or the Initial Earn-Out Amount after thirty (30) days of Growth Partner’s receipt of the Earn-Out Objection, then Growth Partners shall, within five (5) Business Days thereafter, issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal to the portion of the Initial Earn-Out Amount with respect to which there is no dispute, and the disputed portion shall be subject to the dispute resolution procedures set forth in Section 5.5 below. (e) Subsequent to the Closing and through and including December 31, 2015, Growth Partners shall not take, or omit to take, any action intended primarily to avoid or reduce the First Earn-Out Payment that would otherwise be payable hereunderor Additional Earn-Out Payment.

Earn-Out Payment. (a) No later than March 15, 2016, Growth Partners Seller shall deliver be entitled to HIE Holdings receive a reasonably detailed statement payment (the “Earn-Out StatementPayment”), payable in cash following the Earn-Out End Date, to be determined and paid in accordance with this Section 1.9 and the principles and requirements of Section 1.9 (a) of the Seller Disclosure Schedule. The Earn-Out Payment shall be $650,000, in the event the organic CAGR in Adjusted Gross Profit from the twelve (12) month period ended on December 31, 2019 through the Earn-Out Date (the “Earn-Out Period”) that sets forth Growth Partners’ good faith calculation attributed to the Acquired Business and any Additional Assets is at least ten percent (10%)(the “Earn-Out Threshold”), as illustrated in Section 1.9(a) of the Seller Disclosure Schedule. The Earn-Out Payment shall increase in accordance with Section 1.9(a) of the Seller Disclosure Schedule, to the extent the organic CAGR in Adjusted Gross Profit attributed to the Acquired Business and any Additional Assets exceeds the Earn-Out Threshold but is fifteen percent (15%) or less, and shall subsequently increase thereafter in accordance with Section 1.9(a) of the Seller Disclosure Schedule, to the extent the organic CAGR in Adjusted Gross Profit attributed to the Acquired Business and any Additional Assets exceeds fifteen percent (15%) but is twenty percent (20%) or less; provided, that the Earn-Out Payment shall in no event exceed $2,250,000 (the “Maximum Earnout”); and provided, further that the Shareholder remains employed by the Buyer through the Earn-Out End Date pursuant to the terms of the Employment Agreement (the “Employment Condition”). Notwithstanding anything set forth herein to the contrary, if the Shareholder is terminated by Buyer upon Disability, Death or Without Cause or if Shareholder terminates his employment for Good Reason (each as defined in the Employment Agreement) during the Initial Term (as defined in the Employment Agreement), then the Employment Condition shall be disregarded and Shareholder shall be entitled to receive a pro-rated Earn-Out Payment, if any, earned in accordance with the provisions of this Section 1.9; it being understood that any (the “Initial Earn-Out Amount”Payment shall be determined based on unaudited numbers to the extent any year-end audit is not complete at the time of calculation. The Buyer and Parent shall use commercially reasonable and good faith efforts to achieve the Maximum Earnout for the benefit of Buyer and Seller. In the event of the occurrence of a change in the ownership or control of the Business following the Closing Date but prior to the Earn-Out End Date, the Buyer shall use commercially reasonable and good faith efforts to achieve the Earn-Out Payment (to the maximum extent thereof). Buyer agrees (i) to act in good faith at all times during the Earn-Out Period; (ii) to not fail to take any action that would be required by reasonable, skillful, prudent, and diligent business persons engaged in the independent operation of a business similar to the Business of Seller; and (iii) to allocate adequate resources to the achievement of the Earn-Out Threshold. (b) The As promptly as practicable following the expiration of each calendar quarter commencing with the fourth fiscal quarter of 2020 and continuing through the Earn-Out Statement shall become final and binding upon Growth Partners and HIE Holdings End Date (but not later than ninety (90) days therefrom for the quarterly reports and, with respect to the fourth fiscal quarter of a calendar year, not later than the thirtieth earlier of (30thx) day ninety (90) days therefrom or (y) ten (10) days following the date on which completion of Buyer’s year-end audit), Buyer shall prepare and deliver to Seller a preliminary report (the “Preliminary Earn-Out Statement is delivered Statement”) which shall include Buyer’s calculation of the organic CAGR in Adjusted Gross Profit attributable to HIE Holdings, unless HIE Holdings, within such thirty the Acquired Business and any Additional Assets for and including the period then ending. (30c) day period, notifies Growth Partners in writing Promptly following receipt of any objections thereto (the “Preliminary Earn-Out Objection”). If (i) HIE Holdings accepts Statement, Seller may review the Earn-Out Statement same and, within such thirty (30) days or after the date of such receipt, may deliver to Buyer a certificate setting forth any objections to the Preliminary Earn-Out Statement, together with a summary of the reasons therefore and calculations which, in its view, are necessary to eliminate such objections (ii) no an “Earn-Out Objection is delivered by HIE Holdings Notice”). If Seller does not so object within such thirty (30) days-day period, then the Preliminary Earn-Out Statement shall be final and binding upon Growth Partners as the Earn-Out Statement for the Earn-Out Period for purposes of this Agreement. (d) During the thirty (30) days immediately following the delivery of an Earn-Out Objection Notice (the “Earn-Out Objection Consultation Period”), Seller and HIE HoldingsBuyer shall seek in good faith to resolve any disagreement that they may have with respect to the matters specified in the Earn-Out Objection Notice. (e) If, and Growth Partners shall, within five (5) Business Days after at the acceptance or deemed acceptance end of the Earn-Out Statement by HIE HoldingsObjection Consultation Period, issue Seller and Buyer have been unable to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal resolve all disagreements that they may have with respect to the Initial Earn-Out Amount matters specified in accordance with the Growth Partners Operating Agreement. HIE Holdings’ receipt of the benefit of the Initial Earn-Out Amount shall be treated as an adjustment to the amount of HIE Holdings’ capital contribution for U.S. federal, state and local income tax purposes. (c) If the Earn-Out Objection is delivered within such thirty (30) daysNotice, then promptly following Growth Partner’s receipt of the Earn-Out Objection, Growth Partners Seller and HIE Holdings Buyer shall negotiate submit all matters that remain in good faith in an effort to resolve any objections made by HIE Holdings dispute with respect to the Earn-Out Statement and/or Objection Notice (along with a copy of the Initial Preliminary Earn-Out AmountStatement marked to indicate those line items that are in dispute) to the Independent Accountant. Within thirty (30) days after the submission of such matters to the Independent Accountant, or as soon as practicable thereafter, the Independent Accountant, acting as an expert and not as an arbitrator, will make a final determination, binding on Seller and Buyer, in accordance with this Section 1.9(e), of the appropriate amount of each of the line items in the event and to the extent that HIE Holdings and Growth Partners resolve such proposed revisions (the “Agreed Preliminary Earn-Out Adjustments”), Statement as to which Seller and Buyer disagree as specified in the Agreed Earn-Out Adjustments Objection Notice. With respect to each disputed line item, such determination, if not in accordance with the position of either Seller or Buyer, shall benot be in excess of the higher, nor less than the lower, of the amounts advocated by Seller in the Earn-Out Objection Notice or Buyer in the Preliminary Earn-Out Statement with respect to such disputed line item. For the avoidance of doubt, the Independent Accountant shall not review any line items or make any determination with respect to any matter other than those matters in the Earn-Out Objection Notice that remain in dispute. The determination of the organic CAGR in Adjusted Gross Profit attributable to the extent of such resolutions, Acquired Business and any Additional Assets for the Earn-Out Period set forth therein that is final and binding on Growth Partners Seller and HIE Holdings. If all Buyer, as determined either through agreement of HIE Holdings’ objections are resolved by Seller and Buyer (deemed or otherwise) pursuant to Section 1.9(c) or (d) or through the Parties, Growth Partners shall within five (5) Business Days thereafter issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal to the sum determination of the Initial Independent Accountant pursuant to this Section 1.9(e), are referred to herein as the “Earn-Out Amount and the Agreed Earn-Out Adjustments in accordance with the Growth Partners Operating Agreement. HIE Holdings’ receipt of the benefit of the Initial Earn-Out Amount and the Agreed Earn-Out Adjustments shall be treated as an adjustment to the amount of HIE Holdings’ capital contribution for U.S. federal, state and local income tax purposesStatement”. (df) If there remain any unresolved objections to the Earn-Out Statement and/or the Initial Earn-Out Amount after Within thirty (30) days of Growth Partner’s receipt the determination of the final and binding Earn-Out Payment in accordance with this Section 1.9, Buyer shall pay, or cause to be paid, by wire transfer of immediately available funds, the total final and binding Earn-Out Payment amount to the Seller and to such account set forth on the Purchase Price Closing Settlement Statement or such alternative account designated by Seller as delivered in writing to Buyer before executing such wire transfer. To the extent the Buyer is unable to pay the Earn-Out Payment, whether whole or in part, in cash as contemplated by this Section 1.9(f), Parent shall promptly issue the applicable unpaid portion of the Earn-Out ObjectionPayment to the Seller in shares of Parent Common Stock, then Growth Partners shall, within five (5) Business Days thereafter, issue with such number of shares of Parent Common Stock to HIE Holdings additional Class B Non-Voting Units (by reflection be computed based on Growth Partners’ books and records) a per share price equal to the portion volume weighted average price of the Initial Earn-Out Amount with respect to which there is no dispute, and Parent Common Stock on the disputed portion shall be subject Nasdaq Capital Market during the thirty (30) consecutive trading days ending on the trading day prior to the dispute resolution procedures set forth in Section 5.5 below. (e) Subsequent payment date, rounded down to the Closing and through and including December 31, 2015, Growth Partners shall not take, or omit to take, any action intended primarily to avoid or reduce the Earn-Out Payment that would otherwise be payable hereundernearest whole share.

Earn-Out Payment. (a) No later than March 15As further consideration for the Company Shares, 2016, Growth Partners shall deliver to HIE Holdings a reasonably detailed statement (the “Earn-Out Statement”) that sets forth Growth Partners’ good faith calculation of the Earn-Out Payment, if any (the “Initial Earn-Out Amount”). (b) The Earn-Out Statement shall become final and binding upon Growth Partners and HIE Holdings not later than the thirtieth (30th) day following the date on which Closing the Earn-Out Statement is delivered Selling Shareholders shall be eligible to HIE Holdings, unless HIE Holdings, within such thirty (30) day period, notifies Growth Partners in writing of any objections thereto (the “Earn-Out Objection”). Iffollowing payments: (i) HIE Holdings accepts if the Earn-Out Statement Company’s Revenues during the Evaluation Period exceed $10,000,000 (converting non US$ amounts into US$ as of the date of the invoice relating to such Revenue amount) (such excess amount, the “Excess Amount”), then, the Selling Shareholders shall receive a payment equal to twice the Excess Amount (the “Excess Payment”). 90% of the Excess Payment will be paid to the Selling Shareholders in cash by wire transfer into the account designated by them and as per the allocation as set forth on Exhibit A within 30 days of finalizing the Acquired Companies' audited financial statements. Any invoiced sale, licensing or distribution of Company Products delivered in the ordinary course of business during the Evaluation Period which has not lead to gross proceeds received by the Acquired Companies within the Evaluation Period, but which are received subsequent to the Evaluation Period, shall entitle the Selling Shareholders to receive from the Purchaser an amount corresponding to a proportionate increase of the Excess Payment based on such thirty additional received payments. The remaining 10% of the Excess Payment will be paid to the Selling Shareholders by way of a grant of stock options of the Purchaser within 30 days of finalizing the Purchaser’s audited financial statements directly to the Founders as per the allocation as set forth on Exhibit A. Such stock options will be valued based on the fair market value of such stock options on the date of their grant according to the B&S model, will vest in three equal tranches over 3 years, with the first tranche vesting one year following the Evaluation Date, and will have an exercise price equal to (30rounded to nearest 1/100) days or the closing trading price of the Purchaser’s Ordinary Shares on the Nasdaq Stock Exchange on the date of their grant; (ii) no Earn-Out Objection is delivered for every design win achieved from the date of the Closing until the Evaluation Date with expected Revenues of more than $1,000,000 per year, the Selling Shareholders will receive $1,000,000 (the “Design Win Payment” and together with the Closing Payment and the Excess Payment, the “Purchase Price”), 90% of which will be paid in cash by HIE Holdings within wire transfer into the account designated by them and as per the allocation among them as set forth on Exhibit A and the remainder will be paid to the Selling Shareholders by way of a grant of stock options of the Purchaser directly to the Founders as per the allocation as set forth on Exhibit A. Such stock options will be valued based on the fair market value of such thirty stock options on the date of their grant according to the B&S model, will vest in three equal tranches over 3 years, with the first tranche vesting one year following the date of the first anniversary of Closing, and will have an exercise price equal to (30rounded to nearest 1/100) days, then the Earn-Out Statement closing trading price of the Purchaser’s Ordinary Shares on the Nasdaq Stock Exchange on the date of their grant. The determination of whether any design win has been achieved shall be final made on or about the date of the first anniversary of Closing in the joint discretion of Xxxxxx Xxxxxx and binding upon Growth Partners and HIE HoldingsXxxxxxx Xxxxxxx, and Growth Partners shallwill require their joint approval. To the extent that Xxxxxx Xxxxxx and Xxxxxxx Xxxxxxx are not able to come to a determination for any reason, within five (5) Business Days after the acceptance or deemed acceptance of Purchaser and the Earn-Out Statement by HIE Holdings, issue to HIE Holdings additional Class B Non-Voting Units (by reflection Selling Shareholders shall discuss and agree on Growth Partners’ books and records) equal to the Initial Earn-Out Amount in accordance with the Growth Partners Operating Agreement. HIE Holdings’ receipt of the benefit of the Initial Earn-Out Amount shall be treated as an adjustment to the amount of HIE Holdings’ capital contribution for U.S. federal, state and local income tax purposesmatter. (ciii) If the Earn-Out Objection is delivered within such thirty (30) days, then promptly following Growth Partner’s receipt of the Earn-Out Objection, Growth Partners and HIE Holdings shall negotiate All stock options granted in good faith in an effort to resolve any objections made by HIE Holdings with respect to the Earn-Out Statement and/or the Initial Earn-Out Amount, and in the event and to the extent that HIE Holdings and Growth Partners resolve such proposed revisions (the “Agreed Earn-Out Adjustments”), the Agreed Earn-Out Adjustments shall be, to the extent of such resolutions, final and binding on Growth Partners and HIE Holdings. If all of HIE Holdings’ objections are resolved by the Parties, Growth Partners shall within five (5) Business Days thereafter issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal to the sum of the Initial Earn-Out Amount and the Agreed Earn-Out Adjustments in accordance connection with the Growth Partners Operating Agreement. HIE Holdings’ receipt of the benefit of the Initial Earn-Out Amount and the Agreed Earn-Out Adjustments transactions contemplated hereby shall be treated as an adjustment to granted under the amount of HIE Holdings’ capital contribution for U.S. federal, state and local income tax purposesPurchaser’s standard employee option plans. (d) If there remain any unresolved objections to the Earn-Out Statement and/or the Initial Earn-Out Amount after thirty (30) days of Growth Partner’s receipt of the Earn-Out Objection, then Growth Partners shall, within five (5) Business Days thereafter, issue to HIE Holdings additional Class B Non-Voting Units (by reflection on Growth Partners’ books and records) equal to the portion of the Initial Earn-Out Amount with respect to which there is no dispute, and the disputed portion shall be subject to the dispute resolution procedures set forth in Section 5.5 below. (e) Subsequent to the Closing and through and including December 31, 2015, Growth Partners shall not take, or omit to take, any action intended primarily to avoid or reduce the Earn-Out Payment that would otherwise be payable hereunder.