Common use of Earn-Out Payment Clause in Contracts

Earn-Out Payment. (a) The Shareholders shall be entitled to receive a payment (an “Earn-Out Payment”), payable in cash following the end of the applicable Earn-Out Period, to be determined and paid in accordance with this Section 1.10 and the principles and requirements of Section 1.9(a) of the Seller Disclosure Schedule. In the event the Acquired Business achieves 100% of the Gross Profit Target for the twelve (12) month period ending on October 31, 2024 (the “First Earn-Out Period”), the Earn-Out Payment shall be $250,000. In the event the Acquired Business achieves 100% of the Gross Profit Target for the twelve (12) month period ending on October 31, 2025 (the “Second Earn-Out Period” and together with the First Earn-Out Period, an “Earn-Out Period”), the Earn-Out Payment shall be an additional $250,000. In order for the Shareholders to be eligible to receive an Earn-Out Payment, the Acquired Business must achieve at least 80% of the Gross Profit Target during a given Earn-Out Period (the “Earn-Out Threshold”), as illustrated in Section 1.9(a) of the Seller Disclosure Schedule. Each Earn-Out Payment shall be structured on a proportionate, linear scale. As further illustrated in Section 1.9(a) of the Seller Disclosure Schedule, the minimum payment shall be earned upon achieving the Earn-Out Threshold and shall increase to the extent achievement of the Gross Profit Target exceeds the Earn-Out Threshold but is below 100% of the Gross Profit Target; provided, that the total Earn-Out Payments under this Agreement shall in no event exceed $500,000 (the “Maximum Earnout”). The Buyer shall use commercially reasonable and good faith efforts to achieve the Maximum Earnout for the benefit of Buyer and the Shareholders. Buyer agrees (i) to act in good faith at all times during the Earn-Out Periods; (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) Within thirty (30) daysfollowing the month in which the Earn Out calculation applies, Buyer shall prepare and deliver to Seller a preliminary report (the “Preliminary Earn-Out Statement”) which shall include Buyer’s calculation of the Gross Profit attributable to the Acquired Business for and including the period then ending, which may include any offset pursuant to Section 6.10. (c) Promptly following receipt of the Preliminary Earn-Out Statement, Seller may review the same and, within thirty (30) days 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 (an “Earn-Out Objection Notice”). If Seller does not so object within such 30-day period, the Preliminary Earn-Out Statement shall be final and binding as the Earn-Out Statement for the applicable 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 Buyer 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, at the end of the Earn-Out Objection Consultation Period, Seller and Buyer have been unable to resolve all disagreements that they may have with respect to the matters specified in the Earn-Out Objection Notice, then Seller and Buyer shall submit all matters that remain in dispute with respect to the Earn-Out Objection Notice (along with a copy of the Preliminary Earn-Out Statement 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 Preliminary Earn-Out Statement as to which Seller and Buyer disagree as specified in the Earn-Out Objection Notice. With respect to each disputed line item, such determination, if not in accordance with the position of either Seller or Buyer, shall not 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 Gross Profit attributable to the Acquired Business for the applicable Earn-Out Period set forth therein that is final and binding on Seller and Buyer, as determined either through agreement of Seller and Buyer (deemed or otherwise) pursuant to Section 1.10(c) or (d) or through the determination of the Independent Accountant pursuant to this Section 1.10(e), are referred to herein as the “Earn-Out Statement”. (f) Within thirty (30) days of the determination of any final and binding Earn-Out Payment in accordance with this Section 1.10 , Buyer shall pay, or cause to be paid, by wire transfer of immediately available funds, such 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.

Earn-Out Payment. On or before the tenth (a10th) The Shareholders Business Day following the delivery of the 2010 Net Income Statement in accordance with Section 1.5(a), (i) if the 2010 Net Income exceeds $50,000,000, the Purchase Price shall be entitled increased by the lesser of (1) $100,000,000 or (2) an amount equal to receive (A) the amount by which the 2010 Net Income exceeds $50,000,000, multiplied by (B) 4, or (ii) if the 2010 Net Income is less than $50,000,000, the Purchase Price shall be decreased by the lesser of (1) $175,000,000 or (2) an amount equal to (Y) the amount by which the 2010 Net Income is less than $50,000,000, multiplied by (Z) 8, (whichever is applicable, the “Earn Out Amount”). In either case, the absolute value of the Earn Out Amount shall be reduced by a payment fraction whereby the numerator is the number of Target Shares (calculated on an as converted to Company Ordinary Shares basis) held by the Stockholders listed on Schedules A and B hereto, as amended, and the denominator is the aggregate amount of Target Shares (calculated on an as converted to Company Ordinary Shares basis) (the “Earn-Adjusted Earn Out Amount”). If the 2010 Net Income exceeds $50,000,000, Purchaser shall instruct the Escrow Agent to deliver to the Stockholders’ Representative all of the Escrow Shares then held by the Escrow Agent less a number of Escrow Shares equal to the quotient of (x) the Indemnification Cap minus all Losses paid to Indemnified Parties pursuant to Article VIII, divided by (y) the Purchaser Per Share Price, and Purchaser shall issue to the Stockholders’ Representative stock certificates in the name of the Stockholders included on Schedules A and B hereto, as amended, and representing shares of Purchaser Common Stock calculated in accordance with each such Stockholder’s pro rata portion of the Earn Out Payment as set forth opposite each Stockholder’s name on Schedules A and B hereto, as amended, under the heading “Pro Rata Interest” and representing in aggregate the number of shares of Purchaser Common Stock equal to the Adjusted Earn Out Amount divided by the Purchaser Per Share Price (if applicable, the “Earn Out Payment”). If the 2010 Net Income is less than $50,000,000, payable in cash following Purchaser shall provide notice to the end Stockholders’ Representative and the Escrow Agent of the applicable Earn-Adjusted Earn Out Period, Amount and the Escrow Agent shall promptly cause to be determined transferred to Purchaser shares of Purchaser Common Stock equal to the Adjusted Earn Out Amount set forth on such notice divided by the Purchaser Per Share Price, and the remaining balance of the Escrow Shares, if any, less a number of Escrow Shares equal to the quotient of (x) the Indemnification Cap minus all Losses paid to Indemnified Parties pursuant to Article VIII, divided by (y) the Purchaser Per Share Price, shall be promptly be delivered to the Stockholders’ Representative in certificates in the name of the Stockholders included on Schedules A and B hereto, as amended, calculated in accordance with this Section 1.10 and the principles and requirements of Section 1.9(a) each such Stockholder’s pro rata portion of the Seller Disclosure Schedule. In the event the Acquired Business achieves 100% of the Gross Profit Target for the twelve (12) month period ending remaining Escrow Shares as set forth opposite each Stockholder’s name on October 31, 2024 (the “First Earn-Out Period”), the Earn-Out Payment shall be $250,000. In the event the Acquired Business achieves 100% of the Gross Profit Target for the twelve (12) month period ending on October 31, 2025 (the “Second Earn-Out Period” Schedules A and together with the First Earn-Out Period, an “Earn-Out Period”), the Earn-Out Payment shall be an additional $250,000. In order for the Shareholders to be eligible to receive an Earn-Out Payment, the Acquired Business must achieve at least 80% of the Gross Profit Target during a given Earn-Out Period (the “Earn-Out Threshold”)B hereto, as illustrated in Section 1.9(a) of amended, under the Seller Disclosure Schedule. Each Earn-Out Payment shall be structured on a proportionate, linear scale. As further illustrated in Section 1.9(a) of the Seller Disclosure Schedule, the minimum payment shall be earned upon achieving the Earn-Out Threshold and shall increase to the extent achievement of the Gross Profit Target exceeds the Earn-Out Threshold but is below 100% of the Gross Profit Target; provided, that the total Earn-Out Payments under this Agreement shall in no event exceed $500,000 (the heading “Maximum Earnout”). The Buyer shall use commercially reasonable and good faith efforts to achieve the Maximum Earnout for the benefit of Buyer and the Shareholders. Buyer agrees (i) to act in good faith at all times during the Earn-Out Periods; (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) Within thirty (30) daysfollowing the month in which the Earn Out calculation applies, Buyer shall prepare and deliver to Seller a preliminary report (the “Preliminary Earn-Out Statement”) which shall include Buyer’s calculation of the Gross Profit attributable to the Acquired Business for and including the period then ending, which may include any offset pursuant to Section 6.10. (c) Promptly following receipt of the Preliminary Earn-Out Statement, Seller may review the same and, within thirty (30) days 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 (an “Earn-Out Objection Notice”). If Seller does not so object within such 30-day period, the Preliminary Earn-Out Statement shall be final and binding as the Earn-Out Statement for the applicable 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 Buyer 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, at the end of the Earn-Out Objection Consultation Period, Seller and Buyer have been unable to resolve all disagreements that they may have with respect to the matters specified in the Earn-Out Objection Notice, then Seller and Buyer shall submit all matters that remain in dispute with respect to the Earn-Out Objection Notice (along with a copy of the Preliminary Earn-Out Statement 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 Preliminary Earn-Out Statement as to which Seller and Buyer disagree as specified in the Earn-Out Objection Notice. With respect to each disputed line item, such determination, if not in accordance with the position of either Seller or Buyer, shall not 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 Gross Profit attributable to the Acquired Business for the applicable Earn-Out Period set forth therein that is final and binding on Seller and Buyer, as determined either through agreement of Seller and Buyer (deemed or otherwise) pursuant to Section 1.10(c) or (d) or through the determination of the Independent Accountant pursuant to this Section 1.10(e), are referred to herein as the “Earn-Out StatementPro Rata Interest”. (f) Within thirty (30) days of the determination of any final and binding Earn-Out Payment in accordance with this Section 1.10 , Buyer shall pay, or cause to be paid, by wire transfer of immediately available funds, such 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.

Earn-Out Payment. (a) The Shareholders In accordance with this Section 2.6, Seller will be entitled to receive, as an earn out payment, in an amount not to exceed Five Million Fifty Thousand Dollars ($5,050,000.00) in cash (the “Earn Out Cash”) and an amount not to exceed 334,288 shares of InPhonic Common Stock having a value of Seven Million Dollars ($7,000,000.00) (the “Earn Out Stock”) (which number of shares was obtained by dividing (a) $7,000,000.00 by (b) $20.94 (the “Earn Out Stock Price”)) (together, the Earn Out Cash and Earn Out Stock, shall be collectively referred to as the “Earn Out Payment”). In accordance with Section 2.6(b), Seller’s receipt of any of the Earn Out Payment shall be based upon Seller’s achieving certain EBITDA targets for the First Measuring Period and the Second Measuring Period, except where there are indemnity claims by Buyer for the earned portion of the Earn Out Payment, if any or as otherwise provided under Section 5.17. Shares of InPhonic Common Stock that may be received by Seller as Earn Out Stock shall be adjusted as may be necessary for any stock split, stock dividend or reclassification of InPhonic Common Stock. (b) Seller shall be entitled to receive a payment (an “Earn-Out Payment”), payable in cash following up to the end full amount of the applicable Earn-Earn Out PeriodPayments in such amounts set forth in (i) and (ii) below, to be determined upon Buyer achieving the specified *** Confidential Information has been omitted and paid in accordance filed separately with this Section 1.10 the Securities and Exchange Commission. performance goals for EBITDA during the First Measuring Period and the principles and requirements Second Measuring Period as follows: A. If Buyer achieves EBITDA of Section 1.9(aat least *** Dollars ($***) of the Seller Disclosure Schedule. In the event the Acquired Business achieves 100% of the Gross Profit Target for the twelve (12) month period ending on October 31, 2024 (the “First Earn-Out EBITDA Target”) for the First Measuring Period”), the Earn-Out Payment then Seller shall be receive *** Dollars ($250,000. In the event the Acquired Business achieves 100% ***) of the Gross Profit Target for Earn Out Cash and *** shares in Earn Out Stock (such number of shares to have a value of *** Dollars ($***) at the twelve Earn Out Stock Price); and B. If Buyer achieves EBITDA of *** Dollars (12$***) month period ending on October 31(the “First Additional Earn Out Threshold”) during the First Measuring Period, 2025 then Seller shall receive an additional *** shares of Earn Out Stock (such number of shares to have a value of *** Dollars ($***) at the Earn Out Stock Price); and A. If Buyer achieves EBITDA of at least *** Dollars ($***) (the “Second Earn-Out Period” and together with EBITDA Target”) for the First Earn-Out Second Measuring Period, an then Seller shall receive *** Dollars ($***) of the Earn Out Cash and *** shares in Earn Out Stock (such number of shares to have a value of *** Dollars ($***) at the Earn Out Stock Price); and B. If Buyer achieves EBITDA of *** Dollars ($***) (the “Earn-Second Additional Earn Out Threshold”) during the Second Measuring Period”), the Earn-Out Payment then Seller shall be receive an additional *** shares of Earn Out Stock (such number of shares to have a value of *** Dollars ($250,000***) at the Earn Out Stock Price). In order for the Shareholders For purposes of Section 2.6(b)(i)(A) and subject to be eligible to receive an Earn-Out PaymentSection 5.17, the Acquired Business must if Buyer does not achieve at least 80% of the Gross Profit Target during a given Earn-Out Period *** percent (the “Earn-Out Threshold”), as illustrated in Section 1.9(a***%) of the First EBITDA Target for the First Measuring Period, then Seller Disclosure Schedule. Each Earn-shall not be entitled to receive any Earn Out Payment shall be structured on a proportionate, linear scalefor the First Measuring Period. As further illustrated in Section 1.9(aIf Buyer achieves greater than *** percent (***%) of the First EBITDA Target, but less than *** percent (***%) of the First EBITDA Target for the First Measuring Period, then, nonetheless, Seller Disclosure Schedule, the minimum payment shall be earned upon achieving the Earn-entitled to a percentage of Earn Out Threshold Cash and shall increase Earn Out Stock as set forth in Section 2.6(b)(i)(A) equal to the extent achievement percentage of EBITDA achieved during the First Measuring Period so that, by way of example, if Buyer achieved *** percent (***%) of the Gross Profit Target exceeds the Earn-Out Threshold but is below 100% of the Gross Profit First EBITDA Target; provided, that the total Earn-Out Payments under this Agreement shall in no event exceed $500,000 (the “Maximum Earnout”). The Buyer shall use commercially reasonable and good faith efforts to achieve the Maximum Earnout for the benefit of Buyer and the Shareholders. Buyer agrees (i) to act in good faith at all times during the Earn-Out Periods; (ii) to not fail to take any action that then Seller would be required by reasonable, skillful, prudent, and diligent business persons engaged in the independent operation entitled to *** percent (***%) of a business similar to the Business of Seller; and (iii) to allocate adequate resources to the achievement of the Earn-Out Threshold. (b) Within thirty (30) daysfollowing the month in which the Earn Out calculation appliesPayment for the First Measuring Period, which would be $*** and *** shares of Earn Out Stock. To be entitled to the Earn Out Cash and Earn Out Stock for the First Additional Earn Out Threshold, Buyer shall prepare and deliver to Seller a preliminary report (must achieve the “Preliminary Earn-Out Statement”) which shall include Buyer’s calculation full amount of the Gross Profit attributable First Additional Earn Out Threshold during the First Measuring Period. If Buyer does not achieve at least *** percent (***%) of the Second EBITDA Target for the Second Measuring Period, then Seller shall not be entitled to receive any Earn Out Payment for the Second Measuring Period. If Buyer achieves greater than *** percent (***%) of the Second EBITDA Target, but less than *** percent (***%) of the Second EBITDA Target for the Second Measuring Period, then, nonetheless, Seller shall be entitled to a percentage of Earn Out *** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. Cash and Earn Out Stock as set forth in Section 2.6(b)(ii)(A) equal to the Acquired Business percentage of EBITDA achieved during the Second Measuring Period so that, by way of example, if Buyer achieved *** percent (***%) of the Second EBITDA Target, then Seller would be entitled to ***-percent (***%) of the Earn Out Payment for and including the period then endingSecond Measuring Period, which may include any offset pursuant would be $*** and *** shares of Earn Out Stock. To be entitled to the Earn Out Cash and Earn Out Stock for the Second Additional Earn Out Threshold, Buyer must achieve the full amount of the Second Additional Earn Out Threshold during the Second Measuring Period. This paragraph expressly does not apply to Section 6.102.6(b)(i)(B) or Section 2.6(b)(ii)(B). In addition, for purposes of the First Measuring Period only, ***, only after Buyer has achieved the First EBITDA Target, ***. Seller acknowledges and agrees that Seller will not be eligible for the Earn Out Payments for the First Additional Earn Out Threshold under Section 2.6(b)(i)(B) if the ***. (c) Promptly following receipt of the Preliminary Earn-Out Statement, Buyer shall cause to be prepared and delivered to Seller may review the same and, within thirty (30) days after the date of such receipt, may deliver to Buyer a certificate statement setting forth any objections to the Preliminary Earn-Out EBITDA achieved by Buyer for each calendar month during the applicable measuring periods (the “Monthly EBITDA Statement, together with a summary of the reasons therefore and calculations which, in its view, are necessary to eliminate such objections (an “Earn-Out Objection Notice”). If Seller does reasonably determines based upon the Monthly EBITDA Statements that Buyer has achieved the First EBITDA Target *** and/or the Second EBITDA Target ***, then in each case Seller may provide written notice to Buyer claiming that the First EBITDA Target and/or the Second EBITDA Target has been achieved ***. Buyer shall then have twenty (20) days from receipt of Seller’s written notice to prepare and deliver an interim EBITDA Statement (“Interim EBITDA Statement”) for those calendar months that Seller claims that it has achieved the First EBITDA Target and/or the Second EBITDA Target. If, within ten (10) days following receipt of the Interim EBITDA Statement, Buyer has not so object within such 30-day periodreceived written notice of Seller’s objection to the Interim EBITDA Statement (which objection notice must contain a reasonable statement of the basis of Seller’s objection) (the “Notice of Objection to Interim Statement”), then the Preliminary Earn-Out Interim EBITDA Statement shall be final deemed accepted by Seller and binding as the Earn-will be used to determine whether Seller is entitled to any Earn Out Statement Cash and Earn Out Stock for the First EBITDA Target and/or Second EBITDA Target to which the Interim EBITDA Statement relates. Except as provided in Sections 2.6(d), 2.6(e) or 5.17, Buyer will deliver to Seller the amount of Earn Out Cash and Earn Out Stock due and payable for the First EBITDA Target and/or the Second EBITDA Target, if earned by Seller during the applicable Earn-Out Period for purposes of measuring period as provided in this Agreement. Section 2.6, within ten (d) During the thirty (3010) days immediately following after the delivery expiration of an Earn-Out the period of time in which Seller may object to the Interim EBITDA Statements. However, if Seller provides the Notice of Objection Notice (the “Earn-Out Objection Consultation Period”)to Interim Statement to Buyer, Seller and Buyer shall seek will have ten (10) days to resolve the dispute 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, at the end of the Earn-Out Objection Consultation Period, among them. If Seller and Buyer have been unable to resolve all disagreements that they may have with respect to the matters specified in the Earn-Out Objection Noticenot resolved their dispute within such ten (10) day period, then Seller and Buyer shall submit all matters that remain resolve their dispute in dispute accordance with respect the Section 2.6(e) below. Earn Out Payments for the First EBITDA Target and the Second EBITDA Target paid by Buyer to Seller prior to expiration of the applicable measuring period, as provided in this paragraph, shall be subject to review and downward adjustment as may be necessary to conform to the Earn-EBITDA calculations set forth in the Measuring Period EBITDA Statement. Any downward adjustment will first be applied against any Earn Out Objection Notice (along Payment that Seller is or may *** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. become entitled to receive under Section 2.6, and if Seller is not entitled to any additional Earn Out Payment, then Seller will deliver to Buyer a copy cash payment equal to the amount of the Preliminary Earn-downward adjustment within fifteen (15) days of receiving the Measuring Period EBITDA Statement that reflects any such downward adjustment in EBITDA earned during the applicable measuring period. Any dispute arising out of any adjustment to Earn Out Statement marked to indicate those line items that Payments shall be resolved in accordance with the dispute procedures for Measuring Period EBITDA Statements in the paragraph below. If the First EBITDA Target and/or the Second EBITDA Target are in dispute) not achieved prior to the Independent Accountantexpiration of the applicable measuring period, then on or before the forty-fifth (45th) day following the end of each of the First Measuring Period and the Second Measuring Period, respectively and after review by KPMG or such other accounting firm of Buyer applying procedures for annual or quarterly review of Buyer financial statements as applicable, Buyer shall cause to be prepared and delivered to Seller a statement setting forth the EBITDA achieved by Buyer during the applicable measuring period (the “Measuring Period EBITDA Statement”). Within thirty The Measuring Period EBITDA Statement will also set forth the amount, if any, of the Earn Out Cash and Earn Out Stock due to Seller as provided in Section 2.6(b). If, within fifteen (3015) days following receipt of the Measuring Period EBITDA Statement, Buyer has not received written notice of Seller’s objection to the Measuring Period EBITDA Statement (which objection notice must contain a reasonable statement of the basis of Seller’s objection) (the “Notice of Objection to Final Statement”), then the Measuring Period EBITDA Statement shall be deemed accepted by Seller and will be used to determine whether Seller is entitled to any Earn Out Cash and Earn Out Stock for the measuring period to which the Measuring Period EBITDA Statement relates. Except as provided in Section 2.6(d), 2.6(e) or Section 5.17, Buyer will deliver to Seller the amount of Earn Out Cash and Earn Out Stock due and payable for the First Measuring Period and the Second Measuring Period, if earned by Seller during the applicable measuring period as provided in this Section 2.6, within ten (10) days after the submission expiration of such matters the period of time in which Seller may object to the Independent AccountantMeasuring Period EBITDA Statement. However, if Seller provides the Notice of Objection to Final Statement to Buyer, Seller and Buyer will have ten (10) days to resolve the dispute in good faith among them. If Seller and Buyer have not resolved their dispute within such ten (10) day period, then Seller and Buyer shall resolve their dispute in accordance with the Section 2.6(e) below. (d) Seller agrees that if it becomes entitled to receive any Earn Out Payment as provided in Section 2.6(b) or Section 5.17, but a Buyer Indemnified Person has notified Seller of any claim or demand which the Buyer Indemnified Person reasonably has determined has given or reasonably could give rise to a right of indemnification under this Agreement, which amount the Buyer Indemnified Person shall deliver in writing to Seller (the “Estimated Earn Out Indemnity Amount”), then that portion (up to the entire amount) of the Earn Out Payment needed to satisfy the Estimated Earn Out Indemnity Amount, shall be applied toward, or as soon as practicable thereafterreserved against, payment of any Damages of any Buyer Indemnified Person in accordance with Section 7.1 (the “Earn Out Indemnity Amount”). Buyer shall pay or deliver, in equal proportions of Earn Out Stock and Earn Out Cash, the Independent Accountantexcess (if any) of the Earn Out Payment as provided in Section 2.6(b) less the Estimated Earn Out Indemnity Amount. Notwithstanding the provisions *** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. of Section 2.6(a), acting (b) and (c) and Section 5.17, Seller will have no right to receive any amounts paid to any Buyer Indemnified Person from the Earn Out Indemnity Amount as an expert provided in the preceding sentence. If no Buyer Indemnified Person has made a claim for Damages during the two-year period after the Closing Date and not no dispute has arisen, (as an arbitratorprovided in Section 2.6(e)), will make a final determinationthen the remaining Earn Out Indemnity Amount, binding on if any, shall be delivered to Seller and Buyer, but only if the Earn Out Payment was earned by Seller in accordance with this Section 1.9(e), of the appropriate amount of each of the line items in the Preliminary Earn-Out Statement as to which Seller and Buyer disagree as specified in the Earn-Out Objection Notice. With respect to each disputed line item, such determination, if not in accordance with the position of either Seller or Buyer, shall not 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 Gross Profit attributable to the Acquired Business for the applicable Earn-Out Period set forth therein that is final and binding on Seller and Buyer, as determined either through agreement of Seller and Buyer (deemed or otherwise) pursuant to Section 1.10(c) or (d) or through the determination of the Independent Accountant pursuant to this Section 1.10(e), are referred to herein as the “Earn-Out Statement”2.6. (f) Within thirty (30) days of the determination of any final and binding Earn-Out Payment in accordance with this Section 1.10 , Buyer shall pay, or cause to be paid, by wire transfer of immediately available funds, such 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.

Earn-Out Payment. During the three (a3) The Shareholders year period following the Closing Date (the “Earn Out Period”), the Seller shall be entitled to earn additional consideration (the “Additional Consideration”) up to a maximum amount of $2,000,000 (the “Maximum Amount”), consisting of $500,000 cash (the “Cash”) and 65,217 shares of restricted common stock of Rick’s valued at $23.00 per share (the “Earn Out Shares”), based upon the earnings before income tax, depreciation and amortization (“EBITDA”) of the Buyer. Buyer will pay the Maximum Amount of the Additional Consideration to Seller, if the Buyer’s EBITDA during the three (3) year period following the Closing Date totals an aggregate of $2,400,000. At the end of each twelve (12) month period after the Closing Date (each such period hereinafter referred to as a “Twelve Month Anniversary”), the Buyer shall determine its EBITDA based upon the financial statements of the Buyer for such Twelve Month Anniversary. In the event that there is EBITDA during that Twelve Month Anniversary, then the Seller shall be entitled to receive a payment (an “Earn-Out Payment”), payable in cash following the end percentage of the applicable Earn-Out PeriodAdditional Consideration, up to the Maximum Amount of $2,000,000, based upon the following formula: the amount of EBITDA during such Twelve Month Anniversary divided by $2,400,000, to be determined paid 25% in Cash and paid 75% in accordance with this Section 1.10 and the principles and requirements of Section 1.9(a) of the Seller Disclosure Schedule. In the event the Acquired Business achieves 100% of the Gross Profit Target for the twelve (12) month period ending on October 31, 2024 (the “First Earn-Out Period”), the Earn-Out Payment shall be $250,000. In the event the Acquired Business achieves 100% of the Gross Profit Target for the twelve (12) month period ending on October 31, 2025 (the “Second Earn-Out Period” and together with the First Earn-Out Period, an “Earn-Out Period”), the Earn-Out Payment shall be an additional $250,000. In order for the Shareholders to be eligible to receive an Earn-Out Payment, the Acquired Business must achieve at least 80% of the Gross Profit Target during a given Earn-Out Period (the “Earn-Out Threshold”), as illustrated in Section 1.9(a) of the Seller Disclosure Schedule. Each Earn-Out Payment shall be structured on a proportionate, linear scale. As further illustrated in Section 1.9(a) of the Seller Disclosure Schedule, the minimum payment shall be earned upon achieving the Earn-Out Threshold and shall increase to the extent achievement of the Gross Profit Target exceeds the Earn-Out Threshold but is below 100% of the Gross Profit Target; provided, that the total Earn-Out Payments under this Agreement shall in no event exceed $500,000 (the “Maximum Earnout”). The Buyer shall use commercially reasonable and good faith efforts to achieve the Maximum Earnout for the benefit of Buyer and the Shareholders. Buyer agrees (i) to act in good faith at all times during the Earn-Out Periods; (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) Within thirty (30) daysfollowing the month in which the Earn Out calculation appliesShares. By way of illustration only, if the EBITDA of the Buyer during the first Twelve Month Anniversary is $1,200,000, then Buyer shall prepare be entitled to Additional Consideration of $1,000,000, payable $250,000 in cash and deliver to Seller a preliminary report 32,609 Earn Out Shares. The Earn Out Period shall terminate three (the “Preliminary Earn-Out Statement”3) which shall include Buyer’s calculation of the Gross Profit attributable to the Acquired Business for and including the period then ending, which may include any offset pursuant to Section 6.10. (c) Promptly following receipt of the Preliminary Earn-Out Statement, Seller may review the same and, within thirty (30) days years after the date of such receipt, may deliver Closing Date. In no event shall the Seller be entitled 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 (an “Earn-Out Objection Notice”). If Seller does not so object within such 30-day period, the Preliminary Earn-Out Statement shall be final and binding as the Earn-Out Statement for the applicable 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 Buyer 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, at the end of the Earn-Out Objection Consultation Period, Seller and Buyer have been unable to resolve all disagreements that they may have with respect to the matters specified in the Earn-Out Objection Notice, then Seller and Buyer shall submit all matters that remain in dispute with respect to the Earn-Out Objection Notice (along with a copy of the Preliminary Earn-Out Statement 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 Preliminary Earn-Out Statement as to which Seller and Buyer disagree as specified in the Earn-Out Objection Notice. With respect to each disputed line item, such determination, if not in accordance with the position of either Seller or Buyer, shall not be Additional Consideration 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 disputeMaximum Amount. The determination shares of the Gross Profit attributable common stock issued to the Acquired Business for Seller at Closing and the applicable Earn-Earn Out Period set forth therein that is final and binding on Shares, if any, issued to the Seller and Buyer, as determined either through agreement of Seller and Buyer (deemed or otherwise) pursuant to Section 1.10(c) or (d) or through the determination of the Independent Accountant pursuant to this Section 1.10(e), are hereinafter collectively referred to herein as the “Earn-Out StatementRick’s Transaction Shares.”. (f) Within thirty (30) days of the determination of any final and binding Earn-Out Payment in accordance with this Section 1.10 , Buyer shall pay, or cause to be paid, by wire transfer of immediately available funds, such 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.

Earn-Out Payment. (a) The Shareholders Subject to the terms of this Section 2.6, Seller shall be entitled eligible to receive a an earn-out payment described in Section 2.6(b) if the Company achieves the statutory earnings target set forth below. Any such earn-out payment shall be calculated as of the Earn-Out End Date and payable in accordance with this Section 2.6. (an b) Buyer shall provide Seller written notice of Buyer’s calculation of the following amount (the “Earn-Out Payment”), payable in cash ) within fifteen (15) days following the end date on which the Company’s audited annual statutory financial statement for the calendar year ended on December 31, 2023 is filed with the Insurance Regulator in the Company’s domiciliary jurisdiction: (i) if the Company Statutory Earnings do not exceed $15,250,000, zero; (ii) if the Company Statutory Earnings exceed $15,250,000 but are less than $16,500,000, an amount equal to the product of (y) the applicable Prorated Portion and (z) $12,500,000; and (iii) if the Company Statutory Earnings equal or exceed $16,500,000, $12,500,000. The Earn-Out PeriodPayment, if any, will be payable to Seller by wire transfer of immediately available funds to bank account designated by Seller no later than the fifth (5th) Business Day following the notice delivered by Buyer pursuant to this Section 2.6(b). (c) Notwithstanding anything herein to the contrary, to be determined and paid in accordance with this Section 1.10 and the principles and requirements extent that Buyer is entitled to payment of Section 1.9(a) of Indemnifiable Losses under Article IX, on or prior to the Seller Disclosure Schedule. In the event the Acquired Business achieves 100% of the Gross Profit Target for the twelve (12) month period ending on October 31, 2024 (the “First Earn-Out Period”Payment date, Buyer may deduct the amount of such Indemnifiable Losses from the Earn-Out Payment payable by Buyer to Seller up to the Earn-Out Payment. (d) Buyer shall provide its documentation in support of its calculation of the Earn-Out Payment to the Seller at the time of its notice to the Seller of its calculation delivered under Section 2.6(b), and the Seller shall have thirty (30) days from the date of receipt of such Earn-Out Payment or such notice, as the case may be, to deliver written notice of its objections to the calculation of the Earn-Out Payment, specifying in reasonable detail the basis for the objections. If Seller does not timely object, Buyer’s calculation of the Earn-Out Payment shall be $250,000binding and conclusive. In If the event Seller objects on a timely basis, the Acquired Business achieves 100% calculation of the Gross Profit Target for the twelve (12) month period ending on October 31, 2025 (the “Second Earn-Out Period” and together with the First Earn-Out Period, an “Earn-Out Period”), the Earn-Out Payment shall not be an additional $250,000binding and conclusive, and Buyer and the Seller shall negotiate in good faith to resolve the Sellers’ objections. In order for If Buyer and Seller resolve such objections, the Shareholders amount they (e) Any increase or decrease in the Earn-Out Payment to be eligible paid to Seller determined pursuant to Section 2.6(d) shall be made within three (3) Business Days after such payment has been finally determined. (f) From and after the Closing until the Earn-Out End Date, (i) Buyer shall and shall cause any Affiliates of Buyer to, operate the Company in a commercially reasonable manner, and Buyer shall not take any action or inaction in bad faith with the intention of decreasing the amount of any Earn-Out Payment or impairing Buyer’s ability to make any Earn-Out Payment; provided that, except as set forth in the foregoing clause, the provisions of this Section 2.6(f) shall not (x) require Buyer or any Affiliate of Buyer (including the Company) to continue any line of business or service conducted or offered by the Company as of any date or (y) limit Buyer or any Affiliate of Buyer (including the Company) from modifying or changing any aspect of the Company’s Business. (g) Any Earn-Out Payment pursuant to this Section 2.6 shall be reflected in the Purchase Price for all Tax purposes. (h) Parent and Seller each acknowledges that the contingent right of Seller to receive an the Earn-Out Payment, the Acquired Business must achieve at least 80% of the Gross Profit Target during a given Earn-Out Period (the “Earn-Out Threshold”)if any, as illustrated in pursuant to this Section 1.9(a) of the Seller Disclosure Schedule. Each Earn-Out Payment shall be structured on a proportionate, linear scale. As further illustrated in Section 1.9(a) of the Seller Disclosure Schedule, the minimum payment shall be earned upon achieving the Earn-Out Threshold and shall increase to the extent achievement of the Gross Profit Target exceeds the Earn-Out Threshold but is below 100% of the Gross Profit Target; provided, that the total Earn-Out Payments under this Agreement shall in no event exceed $500,000 (the “Maximum Earnout”). The Buyer shall use commercially reasonable and good faith efforts to achieve the Maximum Earnout for the benefit of Buyer and the Shareholders. Buyer agrees 2.6 (i) to act is speculative in good faith at all times during the Earn-Out Periodsnature and not guaranteed; (ii) to is solely a contractual right and is not fail to take a security for purposes of any action that would be required by reasonable, skillful, prudent, federal or state securities laws (and diligent business persons engaged in shall confer upon Seller only the independent operation rights of a business similar to the Business general, unsecured creditor under applicable Law); (iii) will not be represented by any form of Sellercertificate or instrument; (iv) does not give Parent or Seller any dividend rights, voting rights, liquidation rights, preemptive rights or other rights of holders of equity securities; and (iiiv) to allocate adequate resources to the achievement of the Earn-Out Thresholdis not assignable or otherwise transferable by Seller. (b) Within thirty (30) daysfollowing the month in which the Earn Out calculation applies, Buyer shall prepare and deliver to Seller a preliminary report (the “Preliminary Earn-Out Statement”) which shall include Buyer’s calculation of the Gross Profit attributable to the Acquired Business for and including the period then ending, which may include any offset pursuant to Section 6.10. (c) Promptly following receipt of the Preliminary Earn-Out Statement, Seller may review the same and, within thirty (30) days 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 (an “Earn-Out Objection Notice”). If Seller does not so object within such 30-day period, the Preliminary Earn-Out Statement shall be final and binding as the Earn-Out Statement for the applicable 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 Buyer 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, at the end of the Earn-Out Objection Consultation Period, Seller and Buyer have been unable to resolve all disagreements that they may have with respect to the matters specified in the Earn-Out Objection Notice, then Seller and Buyer shall submit all matters that remain in dispute with respect to the Earn-Out Objection Notice (along with a copy of the Preliminary Earn-Out Statement 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 Preliminary Earn-Out Statement as to which Seller and Buyer disagree as specified in the Earn-Out Objection Notice. With respect to each disputed line item, such determination, if not in accordance with the position of either Seller or Buyer, shall not 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 Gross Profit attributable to the Acquired Business for the applicable Earn-Out Period set forth therein that is final and binding on Seller and Buyer, as determined either through agreement of Seller and Buyer (deemed or otherwise) pursuant to Section 1.10(c) or (d) or through the determination of the Independent Accountant pursuant to this Section 1.10(e), are referred to herein as the “Earn-Out Statement”. (f) Within thirty (30) days of the determination of any final and binding Earn-Out Payment in accordance with this Section 1.10 , Buyer shall pay, or cause to be paid, by wire transfer of immediately available funds, such 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.

Earn-Out Payment. Subject to Section 9.6: (ai) The Shareholders Within ten Business Days of the final calculation of the EBITDA of the Acquired Companies for the fiscal year ending December 31, 2015 (the “2015 EBITDA”) in accordance with Section 2.5(a), the Company shall be entitled pay to receive a payment (an “Sellers the 2015 Earn-Out Payment”)Amount, payable in cash following the end if any. Fifty percent of the applicable 2015 Earn-Out PeriodAmount shall be payable by the Company in cash, and fifty percent of the 2015 Earn-Out Amount shall paid by issuance to be Sellers of an aggregate number of validly issued, fully paid and non-assessable shares of Issuer Common Stock determined and by dividing (A) the 2015 Earn-Out Amount multiplied by 0.5 by (B) the Closing Stock Price. The cash portion of the 2015 Earn-Out Amount, if any, if not paid in full within ten Business Days of the final determination of the 2015 EBITDA, shall accrue interest payable to Sellers at a rate of 12% per annum from the date that is ten Business Days after the final determination of the 2015 EBITDA until payment of the 2015 Earn-Out Amount. (ii) Within 10 Business Days of the final calculation of the EBITDA of the Acquired Companies for the fiscal year ending December 31, 2016 (the “2016 EBITDA”) in accordance with this Section 1.10 and 2.5(a), the principles and requirements of Section 1.9(a) of Company shall pay to Sellers the Seller Disclosure Schedule. In the event the Acquired Business achieves 100% of the Gross Profit Target for the twelve (12) month period ending on October 31, 2024 (the “First 2016 Earn-Out Period”)Amount, if any. Fifty percent of the 2016 Earn-Out Payment Amount shall be $250,000. In payable by the event the Acquired Business achieves 100% Company in cash, and fifty percent of the Gross Profit Target for the twelve (12) month period ending on October 31, 2025 (the “Second 2016 Earn-Out Period” Amount shall paid by issuance to Sellers of an aggregate number of validly issued, fully paid and together with non-assessable shares of Issuer Common Stock determined by dividing (A) the First 2016 Earn-Out Period, an “Amount multiplied by 0.5 by (B) the Closing Stock Price. The cash portion of the 2016 Earn-Out Period”)Amount, if any, if not paid in full within ten Business Days of the final determination of the 2016 EBITDA, shall accrue interest payable to Sellers at a rate of 12% per annum from the date that is ten Business Days after the final determination of the 2016 EBITDA until payment of the 2016 Earn-Out Payment shall be an additional $250,000. In order for the Shareholders to be eligible to receive an Earn-Out Payment, the Acquired Business must achieve at least 80% of the Gross Profit Target during a given Earn-Out Period (the “Earn-Out Threshold”), as illustrated in Section 1.9(a) of the Seller Disclosure Schedule. Each Earn-Out Payment shall be structured on a proportionate, linear scale. As further illustrated in Section 1.9(a) of the Seller Disclosure Schedule, the minimum payment shall be earned upon achieving the Earn-Out Threshold and shall increase to the extent achievement of the Gross Profit Target exceeds the Earn-Out Threshold but is below 100% of the Gross Profit Target; provided, that the total Earn-Out Payments under this Agreement shall in no event exceed $500,000 (the “Maximum Earnout”). The Buyer shall use commercially reasonable and good faith efforts to achieve the Maximum Earnout for the benefit of Buyer and the Shareholders. Buyer agrees (i) to act in good faith at all times during the Earn-Out Periods; (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 Amount. (iii) Any payments by Buyer to allocate adequate resources Sellers under this Section 2.4(b) shall be made to the achievement of the Earn-Out Threshold. (baccount(s) Within thirty (30) daysfollowing the month specified in which the Earn Out calculation applies, Payment Instructions delivered by Sellers’ Representative to Buyer shall prepare and deliver no later than three Business Days prior to Seller a preliminary report (the “Preliminary Earn-Out Statement”) which shall include Buyer’s calculation of the Gross Profit attributable to the Acquired Business for and including the period then ending, which may include any offset pursuant to Section 6.10. (c) Promptly following receipt of the Preliminary Earn-Out Statement, Seller may review the same and, within thirty (30) days after the date of such receiptpayment. Buyer is authorized and entitled to rely absolutely and without any duty of investigation on the Payment Instructions, may deliver and shall have no liability or obligation whatsoever to Buyer a certificate setting forth any objections to Seller or any other Person for any calculations in the Preliminary Earn-Out Statement, together with a summary allocation of any portion of the reasons therefore and calculations which, in its view, are necessary consideration to eliminate such objections (an “Earn-Out Objection Notice”). If Seller does not so object within such 30-day period, the Preliminary Earn-Out Statement shall be final and binding as the Earn-Out Statement for the applicable 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 Buyer shall seek in good faith to resolve any disagreement that they may have with respect to the matters specified paid hereunder or errors set forth in the Earn-Out Objection NoticePayment Instructions. (e) If, at the end of the Earn-Out Objection Consultation Period, Seller and Buyer have been unable to resolve all disagreements that they may have with respect to the matters specified in the Earn-Out Objection Notice, then Seller and Buyer shall submit all matters that remain in dispute with respect to the Earn-Out Objection Notice (along with a copy of the Preliminary Earn-Out Statement 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 Preliminary Earn-Out Statement as to which Seller and Buyer disagree as specified in the Earn-Out Objection Notice. With respect to each disputed line item, such determination, if not in accordance with the position of either Seller or Buyer, shall not 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 Gross Profit attributable to the Acquired Business for the applicable Earn-Out Period set forth therein that is final and binding on Seller and Buyer, as determined either through agreement of Seller and Buyer (deemed or otherwise) pursuant to Section 1.10(c) or (d) or through the determination of the Independent Accountant pursuant to this Section 1.10(e), are referred to herein as the “Earn-Out Statement”. (f) Within thirty (30) days of the determination of any final and binding Earn-Out Payment in accordance with this Section 1.10 , Buyer shall pay, or cause to be paid, by wire transfer of immediately available funds, such 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.

Earn-Out Payment. (a) The Shareholders shall be entitled to receive a payment If Buyer achieves average Earnings before interest expense, Taxes, depreciation and amortization, each item determined in accordance with GAAP consistently applied (an “"EBITDA"), in excess of $4,000,000, for the three full fiscal years beginning January 1, 2001 and ending December 31, 2003 (the "Payment Period"), Buyer will pay C2C in cash the amount set forth opposite the average EBITDA obtained by Buyer for the Payment Period (the "Average EBITDA") in the following table (the "Earn-Out Payment”), payable in cash following "): Average EBITDA for the end of the applicable Payment Period Earn-Out PeriodPayment ---------------------- ---------------- $4,000,001 - $5,000,000 Four times the amount by which the Average EBITDA exceeds $4,000,000 $5,000,001 - $7,000,000 Four times the amount by which the Average EBITDA exceeds $4,000,000 (for amounts up to $5,000,000 of Average EBITDA), plus two times the amount by which the Average EBITDA exceeds $5,000,000 Equals or exceeds $7,000,001 Four times the amount by which the Average EBITDA exceeds $4,000,000 (for amounts up to $5,000,000 of Average EBITDA), plus two times the amount by which the Average EBITDA exceeds $5,000,000 (for amounts up to $7,000,000 of Average EBITDA), plus three times the amount by which the Average EBITDA exceeds $7,000,000 Earnings shall be determined and paid in accordance for purposes of this Agreement with this Section 1.10 and the earn-out principles and requirements of Section 1.9(aprocedures set forth on Schedule 2.10(a). (b) of To the Seller Disclosure Schedule. In the event the Acquired Business achieves 100% of the Gross Profit Target for the twelve (12) month period ending on October 31, 2024 (the “First extent OSI determines an Earn-Out Payment is due to C2C, Buyer will pay (and OSI will cause Buyer to pay) to C2C a preliminary payment of such Earn-Out Payment due pursuant to Section 2.10(a) on the date Buyer submits its preliminary determination to C2C pursuant to Section 2.10(c). Buyer shall pay any additional payments required pursuant to Section 2.10(a) promptly following the final and binding determination, pursuant to this Agreement, of the Earn-Out Payment for the Payment Period”). To the extent the amount of the Earn-Out Payment is less than the preliminary payment previously paid for the Payment Period, C2C shall refund the amount in excess to Buyer promptly following the final and binding determination, pursuant to this Agreement, of the Earn-Out Payment. (c) The determination of the amount of the Earn-Out Payment shall be $250,000. In determined by OSI promptly after the event the Acquired Business achieves 100% completion of the Gross Profit Target Payment Period based on the financial statements of Buyer for each year of the twelve Payment Period. The financial statements of Buyer shall be submitted to Sellers Group Representative within 90 calendar days after the end of each fiscal year (12) month period ending on October December 31, 2025 (2001, 2002 and 2003), and the “Second determination of the amount of the Earn-Out Period” and together with Payment (or of the First determination that no Earn-Out PeriodPayment is due) shall be submitted to Sellers Group Representative with Buyer's financial statements for the year ending December 31, an “2003. After each such submission of a yearly financial result and upon request of Sellers Group Representative, OSI will provide Sellers Group Representative with reasonable access to its records relating to Buyer's financial statements for such year. If Sellers Group Representative does not object to the results of Buyer's financial statements for each year by written notice of objection (the "Notice of Objection") delivered to OSI within 20 calendar days after receipt by Sellers Group Representative of such yearly result, the proposed results of Buyer's financial statements for such year shall be deemed final and binding. Further, if Sellers Group Representative does not object to the determination of the amount of the Earn-Out Period”Payment (or of the determination that no Earn-Out Payment is due) by delivering to OSI a Notice of Objection within 20 calendar days after receipt by Sellers Group Representative of such determination, the proposed Earn-Out Payment shall be deemed final and binding. If Sellers Group Representative delivers a Notice of Objection to the results of a yearly financial statement or to the determination of the Earn-Out Payment within the appropriate time period, such Notice of Objection to describe in reasonable detail each of Sellers' proposed adjustments to the results of the yearly financial statements and/or the proposed determination of the Earn-Out Payment, Sellers Group Representative and OSI shall negotiate in good faith to resolve any differences. During such negotiation, Sellers Group Representative shall have the right to demand an audit and examination of the applicable financial statements of Buyer, which shall be conducted at OSI's sole cost and expense. Such audit shall be conducted as soon as practicable after written demand by Sellers Group Representative and, upon completion, delivered to Sellers Group Representative ("Audit Delivery Date"). If after 15 calendar days following the Audit Delivery Date (or, if Seller Group Representative waives or fails to exercise the right to cause an audit to be conducted, 30 calendar days after delivery of the Notice of Objection) any of such objections have not been resolved (the "Disputed Matters"), then such Disputed Matters shall be submitted to arbitration in Atlanta, Georgia. The Arbiter (as defined in Section 2.9) shall consider only the Disputed Matters, and the arbitration shall be conducted in accordance with the AAA Rules. The Arbiter shall act promptly to resolve all Disputed Matters and its decision with respect to all Disputed Matters shall be final and binding upon the Parties hereto and shall not be appealable to any court. The Arbiter shall render an opinion in writing setting forth the basis of its decision on the Disputed Matters. Each Party shall pay all costs and expenses incurred by such Party incident to the arbitration, provided the costs and expenses of the Arbiter shall be shared equally by Sellers and OSI. Any portion of the Earn-Out Payment that is affected by a Disputed Matter shall not be distributed until the resolution of the Disputed Matter, and upon such resolution any increase in the Earn-Out Payment shall be an additional $250,000. In order for distributed to C2C, or any decrease in the Shareholders to be eligible to receive an Earn-Out Payment, the Acquired Business must achieve at least 80% of the Gross Profit Target during a given Earn-Out Period (the “Earn-Out Threshold”), as illustrated in Section 1.9(a) of the Seller Disclosure Schedule. Each Earn-Out Payment shall be structured on a proportionate, linear scale. As further illustrated in Section 1.9(arepaid to OSI by C2C. (d) of the Seller Disclosure Schedule, the minimum payment shall be earned upon achieving In addition to the Earn-Out Threshold Payment described above, interest will accrue and shall increase to the extent achievement of the Gross Profit Target exceeds the Earn-Out Threshold but is below 100% of the Gross Profit Target; provided, that the total be payable by Buyer as if Earn-Out Payments under this Agreement shall in no event exceed $500,000 (the “Maximum Earnout”). The Buyer shall use commercially reasonable were to be calculated and good faith efforts to achieve the Maximum Earnout for the benefit of Buyer and the Shareholders. Buyer agrees (i) to act in good faith at all times during the Earn-Out Periods; (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) Within thirty (30) daysfollowing the month in which the Earn Out calculation applies, Buyer shall prepare and deliver to Seller a preliminary report (the “Preliminary Earn-Out Statement”) which shall include Buyer’s calculation of the Gross Profit attributable to the Acquired Business for and including the period then ending, which may include any offset pursuant to Section 6.10. (c) Promptly following receipt of the Preliminary Earn-Out Statement, Seller may review the same and, within thirty (30) days 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 (an “Earn-Out Objection Notice”). If Seller does not so object within such 30-day period, the Preliminary Earn-Out Statement shall be final and binding as the Earn-Out Statement for the applicable 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 Buyer 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, paid at the end of the Earn-Out Objection Consultation Periodfiscal years ending December 31, Seller 2001 and Buyer have been unable to resolve all disagreements that they may have with respect to the matters specified in the Earn-Out Objection Notice2002, then Seller and Buyer shall submit all matters that remain in dispute with respect to the Earn-Out Objection Notice (along with a copy of the Preliminary Earn-Out Statement 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 Preliminary Earn-Out Statement as to which Seller and Buyer disagree as specified in the Earn-Out Objection Notice. With respect to each disputed line item, such determination, if not in accordance with the position of either Seller or Buyer, shall not 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 Gross Profit attributable to the Acquired Business for the applicable Earn-Out Period set forth therein that is final and binding on Seller and Buyer, as determined either through agreement of Seller and Buyer (deemed or otherwise) pursuant to Section 1.10(c) or (d) or through the determination of the Independent Accountant pursuant to this Section 1.10(e), are referred to herein as the “Earn-Out Statement”respectively. (f) Within thirty (30) days of the determination of any final and binding Earn-Out Payment in accordance with this Section 1.10 , Buyer shall pay, or cause to be paid, by wire transfer of immediately available funds, such 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.

Earn-Out Payment. (a) The Shareholders shall be entitled to receive a payment (an “Earn-Out Payment”), payable in cash following At the end of the applicable Earn-Out Period, to be determined and paid in accordance with this Section 1.10 and the principles and requirements of Section 1.9(a) of the Seller Disclosure Schedule. In the event the Acquired Business achieves 100% of the Gross Profit Target if Revenue for the twelve (12) month period ending on October 31, 2024 (the “First Earn-Out Period”), the Earn-Out Payment shall be $250,000. In the event the Acquired Business achieves 100% of the Gross Profit Target for the twelve (12) month period ending on October 31, 2025 (the “Second Earn-Out Period” and together with the First Earn-Out Period, an “Earn-Out Period”), the Earn-Out Payment shall be an additional $250,000. In order for the Shareholders to be eligible to receive an Earn-Out Payment, the Acquired Business must achieve at least 80% of the Gross Profit Target during a given Earn-Out Period (the “Earn-Out ThresholdPeriod Revenue”) exceeds Two Hundred And Sixteen Million Dollars ($216,000,000), Buyer shall pay or cause to be paid to Sellers in accordance with this Section 2.06 cash in an amount equal to the product of (i) 1.09375 times (ii) the difference of the Earn-Out Period Revenue minus Two Hundred And Sixteen Million Dollars ($216,000,000), up to a maximum total payment of Thirty-Five Million Dollars ($35,000,000) (the “Earn-Out Payment”). In the event that Earn-Out Period Revenue is less than or equal to Two Hundred And Sixteen Million Dollars ($216,000,000), as illustrated in Section 1.9(a) of the Seller Disclosure Schedule. Each Earn-Out Payment shall be structured on a proportionate, linear scale. As zero and Buyer shall have no further illustrated in Section 1.9(a) of the Seller Disclosure Schedule, the minimum payment shall be earned upon achieving obligation with respect to the Earn-Out Threshold and shall increase to the extent achievement of the Gross Profit Target exceeds the Earn-Out Threshold but is below 100% of the Gross Profit Target; provided, that the total Earn-Out Payments under this Agreement shall in no event exceed $500,000 (the “Maximum Earnout”). The Buyer shall use commercially reasonable and good faith efforts to achieve the Maximum Earnout for the benefit of Buyer and the Shareholders. Buyer agrees (i) to act in good faith at all times during the Earn-Out Periods; (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 ThresholdPayment. (b) Within During the Earn-Out Period, within thirty (30) daysfollowing days following the month in which the Earn Out calculation appliesend of each fiscal quarter, Buyer shall prepare and deliver to Seller the Sellers’ Representative a preliminary report (the “Preliminary Earn-Out Statement”) which shall include statement setting forth in reasonable detail Buyer’s calculation computation of the Gross Profit attributable to the Acquired Business Revenue for and including the period then ending, which may include any offset pursuant to Section 6.10such fiscal quarter. (c) Promptly following receipt of the Preliminary Earn-Out StatementOn or before Friday, Seller may review the same andDecember 28, within thirty 2012, Buyer shall (30i) days after the date of such receipt, may prepare and deliver to Buyer the Sellers’ Representative 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 (an “Earn-Out Objection Notice”). If Seller does not so object within such 30-day period, the Preliminary Earn-Out Statement shall be final and binding as the Earn-Out Statement for the applicable Earn-Out Period for purposes of this Agreement. (d) During the thirty (30) days immediately following the delivery of an Earn-Out Objection Notice statement (the “Earn-Out Objection Consultation PeriodStatement”), Seller which shall set forth in reasonable detail (A) Buyer’s computation of the Earn-Out Period Revenue, (B) all reasonably requested relevant backup materials used to prepare the Earn-Out Statement and (C) the amount of the Earn-Out Payment owed by Buyer to Sellers, if any, and (ii) pay such Earn-Out Payment, if any, in cash to Sellers identified as owners of the U.S. Shares on Exhibit A, in the proportions set forth on Exhibit A. (d) Within twenty (20) days after delivery of the Earn-Out Statement, the Sellers’ Representative shall seek notify Buyer in good faith writing as to resolve any disagreement that they may have whether Sellers agree or disagree with respect to the matters specified calculation of Revenue set forth in the Earn-Out Objection NoticeStatement and, if Sellers disagree, such notice shall set forth in reasonable detail the particulars of such disagreement (the “Earn-Out Notice of Disagreement”). If the Sellers’ Representative provides a notice pursuant to which Sellers agree with the calculations of Revenue or does not provide an Earn-Out Notice of Disagreement within such twenty (20) day period, then Sellers shall be deemed to have accepted the calculations set forth in the Earn-Out Statement delivered by Buyer, which shall then be final, binding and conclusive for all purposes hereunder. If any such Earn-Out Notice of Disagreement is timely provided, then Sellers’ Representative and Buyer shall use commercially reasonable efforts for a period of thirty (30) days thereafter to resolve any disagreements with respect to the calculations identified in the Earn-Out Notice of Disagreement. In connection with the review by Sellers’ Representative of the Earn-Out Statement, Buyer shall provide to the Sellers’ Representative full, reasonable access to the records, employees and accountants of Buyer and its Subsidiaries (including the Company) and shall cause the employees of Buyer and its Subsidiaries (including the Company) to cooperate in all reasonable respects with the Sellers’ Representative in connection with his or her review of such work papers and other documents and information relating to the calculation of the Revenue as the Sellers’ Representative may reasonably request and that are available to Buyer and its Subsidiaries (including the Company) or their accountants. (e) If, at the end of the Earn-Out Objection Consultation Periodthirty (30) day resolution period, Seller Buyer and Buyer have been Sellers’ Representative are unable to resolve all any disagreements that they may have with respect as to the matters specified items in the Earn-Out Objection NoticeNotice of Disagreement, then Seller the Accountant shall be appointed, as an expert and not an arbitrator, to resolve any remaining disagreements and each of the Sellers’ Representative and Buyer shall submit all matters that remain in dispute with respect provide a written notice to the Accountant setting forth its final determination of the disputed portion of the Earn-Out Objection Notice Payment due to Sellers, if any (along with a copy of the Preliminary each, an “Earn-Out Statement marked to indicate those line items that are Dispute Amount”). The Accountant shall be charged with determining as promptly as practicable, but in dispute) to the Independent Accountant. Within any event within thirty (30) days after the submission of date on which such matters dispute is referred to the Independent Accountant, or as soon as practicable thereafterany unresolved disputed items, and upon reaching such determination shall deliver a copy of its calculations to the Independent Accountant, acting as an expert and not as an arbitrator, will make a final determination, binding on Seller Sellers’ Representative and Buyer, in accordance with this Section 1.9(e), of the appropriate amount of each of the line items in the Preliminary Earn-Out Statement as to which Seller and Buyer disagree as specified in the Earn-Out Objection Notice. With respect to each disputed line item, such determination, if not in accordance with the position of either Seller or Buyer, shall not 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 Gross Profit attributable Accountant as to the Acquired Business for disputed items shall be final and binding upon Buyer and Sellers; provided that in no event shall the applicable amount determined by the Accountant be more than Sellers’ Earn-Out Period set forth therein that is final and binding on Seller and Dispute Amount or less than Buyer, as determined either through agreement of Seller and Buyer (deemed or otherwise) pursuant to Section 1.10(c) or (d) or through the determination of the Independent Accountant pursuant to this Section 1.10(e), are referred to herein as the “’s Earn-Out Statement”Dispute Amount. Each Party shall bear its own attorneys’ fees, costs and expenses relating to such dispute and all reasonable fees, costs and expenses invoiced by the Accountant relating to such dispute shall be paid fifty percent (50%) by Sellers and fifty percent (50%) by Buyer. (f) Within thirty five (305) days Business Days of the date on which any final determination of any final Revenue pursuant to Sections 2.06(d) and binding 2.06(e), if an Earn-Out Payment is owed to Sellers, Buyer shall pay such Earn-Out Payment in accordance with this Section 1.10 cash to Sellers identified as owners of the U.S. Shares on Exhibit A, in the proportions set forth on Exhibit A. (g) Within five (5) Business Days of a Change of Control that is consummated during the Earn-Out Period, Buyer shall pay, or cause to be paid, by wire transfer of immediately available funds, such total final and binding pay the maximum Earn-Out Payment amount of Thirty-Five Million Dollars ($35,000,000) in cash to Sellers identified as owners of the Seller and to such account U.S. Shares on Exhibit A, in the proportions set forth on Exhibit A. (h) During the Purchase Price Closing Settlement Statement or such alternative account designated by Seller as delivered in writing Earn-Out Period, Buyer shall have full discretion regarding the operations and management of the Company and the U.K. Affiliate, including to Buyer before executing such wire transfermake all decisions regarding capital expenditures, product development and other research and development efforts, relationships with customers, suppliers and vendors, sales and marketing and pricing and product branding.

Earn-Out Payment. Purchaser shall pay to Seller on the Payment Dates those portions of the Earn Out Payment earned during the Earn Out Period as determined in accordance with this Section. (a) The Shareholders Until the Cumulative Amount has been paid in full by Purchaser to Seller, Purchaser shall be entitled pay to receive a payment Seller, on each Payment Date, the portion of the Earn Out Payment earned during the Earn Out Period, as set forth in and in accordance with the terms of this section. (an “Earn-Out Payment”)i) For each Fiscal Year, payable in cash the Purchaser shall cause its independent certified public accountant to prepare within one hundred twenty (120) days following the end of each fiscal year audited financial statements of the applicable Earn-Business Subsidiary which shall include a calculation of the Net Operating Profit of the Business Subsidiary for such Fiscal Year. Purchaser shall promptly provide such financial statements to Seller upon Purchaser's receipt thereof. (ii) The Earn Out Period, to Payment during the Earn Out Period shall be determined and paid in accordance with this Section 1.10 and as follows: (a) the principles and requirements of Section 1.9(aPurchaser shall pay to Seller an amount equal to seventy-five (75%) percent of the Seller Disclosure Schedule. In the event the Acquired Business achieves 100% Net Operating Profit of the Gross Profit Target for the twelve Business Subsidiary until Seller has been paid by Purchaser Five Million (12$5,000,000.00) month period ending on October 31, 2024 (the “First Earn-Out Period”), the Earn-Out Payment shall be $250,000. In the event the Acquired Business achieves 100% Dollars of the Gross Profit Target for the twelve (12) month period ending on October 31, 2025 (the “Second Earn-Out Period” and together with the First Earn-Out Period, an “Earn-Out Period”), the Earn-Out Payment shall be an additional $250,000. In order for the Shareholders to be eligible to receive an Earn-Out Payment, the Acquired Business must achieve at least 80% of the Gross Profit Target during a given Earn-Out Period (the “Earn-Out Threshold”), as illustrated in Section 1.9(a) of the Seller Disclosure Schedule. Each Earn-Out Payment shall be structured on a proportionate, linear scale. As further illustrated in Section 1.9(a) of the Seller Disclosure Schedule, the minimum payment shall be earned upon achieving the Earn-Out Threshold and shall increase to the extent achievement of the Gross Profit Target exceeds the Earn-Out Threshold but is below 100% of the Gross Profit Target; provided, that the total Earn-Out Payments under this Agreement shall in no event exceed $500,000 (the “Maximum Earnout”). The Buyer shall use commercially reasonable and good faith efforts to achieve the Maximum Earnout for the benefit of Buyer and the Shareholders. Buyer agrees (i) to act in good faith at all times during the Earn-Out Periods; (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 ThresholdCumulative Amount. (b) Within thirty After Purchaser has paid Seller Five Million (30$5,000,000.00) daysfollowing the month in which the Earn Out calculation applies, Buyer shall prepare and deliver to Seller a preliminary report (the “Preliminary Earn-Out Statement”) which shall include Buyer’s calculation Dollars of the Gross Cumulative Amount, then, thereafter, Purchaser shall pay Seller an amount equal to fifty (50%) percent of the Net Operating Profit attributable to of the Acquired Business for and including Subsidiary until Seller has been paid by Purchaser an additional Five Million ($5,000,000.00) Dollars (i.e., a total of Ten Million ($10,000,000.00) Dollars) of the period then ending, which may include any offset pursuant to Section 6.10Cumulative Amount. (c) Promptly following receipt After Purchaser has paid Seller Ten Million ($10,000,000.00) Dollars of the Preliminary EarnCumulative Amount then, thereafter, Purchaser shall pay Seller an amount equal to twenty-Out Statement, Seller may review the same and, within thirty five (3025%) days 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 percent of the reasons therefore and calculations which, in its view, are necessary to eliminate such objections Net Operating Profit of the Business Subsidiary until Purchaser has paid Seller an additional Five Million (an “Earn-Out Objection Notice”$5,000,000.00) Dollars (i.e. a total of Fifteen Million ($15,000,000.00) Dollars). If Seller does not so object within such 30-day period, the Preliminary Earn-Out Statement shall be final and binding as the Earn-Out Statement for the applicable Earn-Out Period for purposes of this Agreement. (db) During the thirty (30) days immediately following the delivery Any payment of an Earn-Earn Out Objection Notice (the “Earn-Out Objection Consultation Period”), Seller and Buyer shall seek Payment as set forth 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, at the end of the Earn-Out Objection Consultation Period, Seller and Buyer have been unable to resolve all disagreements that they may have with respect to the matters specified in the Earn-Out Objection Notice, then Seller and Buyer shall submit all matters that remain in dispute with respect to the Earn-Out Objection Notice (along with a copy of the Preliminary Earn-Out Statement 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 Preliminary Earn-Out Statement as to which Seller and Buyer disagree as specified in the Earn-Out Objection Notice. With respect to each disputed line item, such determination, if not in accordance with the position of either Seller or Buyer, shall not 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 Gross Profit attributable to the Acquired Business for the applicable Earn-Out Period set forth therein that is final and binding on Seller and Buyer, as determined either through agreement of Seller and Buyer (deemed or otherwise) pursuant to Section 1.10(c) or (d) or through the determination of the Independent Accountant pursuant to this Section 1.10(e), are referred to herein as the “Earn-Out Statement”. (f) Within thirty (30) days of the determination of any final and binding Earn-Out Payment in accordance with this Section 1.10 , Buyer shall pay, or cause to be paid, made by wire transfer of immediately available funds, such total final and binding Earn-Out Payment amount funds to the Seller and to such account set forth on the Purchase Price Closing Settlement Statement or such alternative account a bank designated by Seller as delivered in writing to Buyer before executing such wire transferSeller.

Earn-Out Payment. (a) The Shareholders (i) In the event that on or before November 30, 2000, each of the performance statistics set forth on Schedule 2.4(a)(i) (the "Initial Performance Statistics") for all webpages on Webjump (the "Relevant Webpages") has been achieved (each as determined in the manner set forth on such Schedule) for a period of three consecutive calendar months, Parent shall be entitled deliver to receive a payment (an “Seller, in the manner set forth below, the Initial Earn-Out Payment”), payable in cash following the end of the applicable . The "Initial Earn-Out PeriodPayment" shall consist of such number of newly issued shares of Parent Common Stock as are equivalent to the quotient of (1) $6,250,000 (the "Initial Cash Amount") less the amount of any Losses (as defined in Section 8.2(a)) in excess of $50,000 claimed by the Parent Indemnified Group (as defined in Section 8.3(a)) prior to the Initial Earn-Out Payment Date (as defined below) (such Losses, to be determined and paid the "Initial Pre-Earnout Losses", and, together with the Second Pre-Earnout Losses, as defined below, the "Pre-Earnout Losses") divided by (2) the Reference Share Price (as defined below); provided that in accordance with this Section 1.10 and the principles and requirements of Section 1.9(a) of the Seller Disclosure Schedule. In the event the Acquired Business achieves 100% of the Gross Profit Target for the twelve (12) month period ending on October 31, 2024 (the “First Initial Earn-Out Period”Payment (calculated without deducting any amount of Initial Pre-Earnout Losses from the Initial Cash Amount) exceeds $17,500,000 in value (determined by multiplying the number of shares issuable in the Initial Earn-Out Payment by the average closing price of Parent Common Stock as reported on the Nasdaq National Market for the five trading days immediately preceding the Initial Earn-Out Payment Date, if any (the "Initial Five Day Average")), the number of shares delivered in the Initial Earn Out Payment shall be reduced to equal the quotient of $17,500,000 (less any Initial Pre-Earnout Losses being deducted) divided by the Five Day Average. The Initial Earn-Out Payment shall be $250,000. In made within 30 days following the event date that the Acquired Business achieves 100% of Seller has received written verification (in the Gross Profit Target for manner set forth on Schedule 2.4) that the twelve Initial Performance Statistics set forth on such Schedule have been achieved (12) month period ending on October 31, 2025 (the “Second Earn-Out Period” and together with the First Earn-Out Period, an “Earn-Out Period”)such date, the "Initial Earn-Out Payment shall be an additional $250,000. In order for the Shareholders to be eligible to receive an Earn-Out Payment, the Acquired Business must achieve at least 80% of the Gross Profit Target during a given Earn-Out Period (the “Earn-Out Threshold”Date"), as illustrated in Section 1.9(a) of the Seller Disclosure Schedule. Each Earn-Out Payment shall be structured on a proportionate, linear scale. As further illustrated in Section 1.9(a) of the Seller Disclosure Schedule, the minimum payment shall be earned upon achieving the Earn-Out Threshold and shall increase to the extent achievement of the Gross Profit Target exceeds the Earn-Out Threshold but is below 100% of the Gross Profit Target; provided, that the total Earn-Out Payments under this Agreement shall in no event exceed $500,000 (the “Maximum Earnout”). The Buyer shall use commercially reasonable and good faith efforts to achieve the Maximum Earnout for the benefit of Buyer and the Shareholders. Buyer agrees (i) to act in good faith at all times during the Earn-Out Periods; (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) Within thirty (30) daysfollowing the month in which the Earn Out calculation applies, Buyer shall prepare and deliver to Seller a preliminary report (the “Preliminary Earn-Out Statement”) which shall include Buyer’s calculation of the Gross Profit attributable to the Acquired Business for and including the period then ending, which may include any offset pursuant to Section 6.10. (c) Promptly following receipt of the Preliminary Earn-Out Statement, Seller may review the same and, within thirty (30) days 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 (an “Earn-Out Objection Notice”). If Seller does not so object within such 30-day period, the Preliminary Earn-Out Statement shall be final and binding as the Earn-Out Statement for the applicable 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 Buyer 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, at the end of the Earn-Out Objection Consultation Period, Seller and Buyer have been unable to resolve all disagreements that they may have with respect to the matters specified in the Earn-Out Objection Notice, then Seller and Buyer shall submit all matters that remain in dispute with respect to the Earn-Out Objection Notice (along with a copy of the Preliminary Earn-Out Statement 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 Preliminary Earn-Out Statement as to which Seller and Buyer disagree as specified in the Earn-Out Objection Notice. With respect to each disputed line item, such determination, if not in accordance with the position of either Seller or Buyer, shall not 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 Gross Profit attributable to the Acquired Business for the applicable Earn-Out Period set forth therein that is final and binding on Seller and Buyer, as determined either through agreement of Seller and Buyer (deemed or otherwise) pursuant to Section 1.10(c) or (d) or through the determination of the Independent Accountant pursuant to this Section 1.10(e), are referred to herein as the “Earn-Out Statement”. (f) Within thirty (30) days of the determination of any final and binding Earn-Out Payment in accordance with this Section 1.10 , Buyer shall pay, or cause to be paid, by wire transfer of immediately available funds, such 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.

Earn-Out Payment. (a) The Shareholders In accordance with this Section 2.6, Seller will be entitled to receive, as an earn out payment, in an amount not to exceed Five Million Fifty Thousand Dollars ($5,050,000.00) in cash (the “Earn Out Cash”) and an amount not to exceed 334,288 shares of InPhonic Common Stock having a value of Seven Million Dollars ($7,000,000.00) (the “Earn Out Stock”) (which number of shares was obtained by dividing (a) $7,000,000.00 by (b) $20.94 (the “Earn Out Stock Price”)) (together, the Earn Out Cash and Earn Out Stock, shall be collectively referred to as the “Earn Out Payment”). In accordance with Section 2.6(b), Seller’s receipt of any of the Earn Out Payment shall be based upon Seller’s achieving certain EBITDA targets for the First Measuring Period and the Second Measuring Period, except where there are indemnity claims by Buyer for the earned portion of the Earn Out Payment, if any or as otherwise provided under Section 5.17. Shares of InPhonic Common Stock that may be received by Seller as Earn Out Stock shall be adjusted as may be necessary for any stock split, stock dividend or reclassification of InPhonic Common Stock. (b) Seller shall be entitled to receive a payment (an “Earn-Out Payment”), payable in cash following up to the end full amount of the applicable Earn-Earn Out PeriodPayments in such amounts set forth in (i) and (ii) below, to be determined and paid in accordance with this Section 1.10 upon Buyer achieving the specified performance goals for EBITDA during the First Measuring Period and the principles and requirements Second Measuring Period as follows: A. If Buyer achieves EBITDA of Section 1.9(aat least *** Dollars ($***) of the Seller Disclosure Schedule. In the event the Acquired Business achieves 100% of the Gross Profit Target for the twelve (12) month period ending on October 31, 2024 (the “First Earn-Out EBITDA Target”) for the First Measuring Period”), the Earn-Out Payment then Seller shall be receive *** Dollars ($250,000. In the event the Acquired Business achieves 100% ***) of the Gross Profit Target for Earn Out Cash and *** shares in Earn Out Stock (such number of shares to have a value of *** Dollars ($***) at the twelve Earn Out Stock Price); and B. If Buyer achieves EBITDA of *** Dollars (12$***) month period ending on October 31(the “First Additional Earn Out Threshold”) during the First Measuring Period, 2025 then Seller shall receive an additional *** shares of Earn Out Stock (such number of shares to have a value of *** Dollars ($***) at the Earn Out Stock Price); and A. If Buyer achieves EBITDA of at least *** Dollars ($***) (the “Second Earn-Out Period” and together with EBITDA Target”) for the First Earn-Out Second Measuring Period, an then Seller shall receive *** Dollars ($***) of the Earn Out Cash and *** shares in Earn Out Stock (such number of shares to have a value of *** Dollars ($***) at the Earn Out Stock Price); and B. If Buyer achieves EBITDA of *** Dollars ($***) (the “Earn-Second Additional Earn Out Threshold”) during the Second Measuring Period”), the Earn-Out Payment then Seller shall be receive an additional *** shares of Earn Out Stock (such number of shares to have a value of *** Dollars ($250,000***) at the Earn Out Stock Price). In order for the Shareholders For purposes of Section 2.6(b)(i)(A) and subject to be eligible to receive an Earn-Out PaymentSection 5.17, the Acquired Business must if Buyer does not achieve at least 80% of the Gross Profit Target during a given Earn-Out Period *** percent (the “Earn-Out Threshold”), as illustrated in Section 1.9(a***%) of the First EBITDA Target for the First Measuring Period, then Seller Disclosure Schedule. Each Earn-shall not be entitled to receive any Earn Out Payment shall be structured on a proportionate, linear scalefor the First Measuring Period. As further illustrated in Section 1.9(aIf Buyer achieves greater than *** percent (***%) of the First EBITDA Target, but less than *** percent (***%) of the First EBITDA Target for the First Measuring Period, then, nonetheless, Seller Disclosure Schedule, the minimum payment shall be earned upon achieving the Earn-entitled to a percentage of Earn Out Threshold Cash and shall increase Earn Out Stock as set forth in Section 2.6(b)(i)(A) equal to the extent achievement percentage of EBITDA achieved during the First Measuring Period so that, by way of example, if Buyer achieved *** percent (***%) of the Gross Profit Target exceeds the Earn-Out Threshold but is below 100% of the Gross Profit First EBITDA Target; provided, that the total Earn-Out Payments under this Agreement shall in no event exceed $500,000 (the “Maximum Earnout”). The Buyer shall use commercially reasonable and good faith efforts to achieve the Maximum Earnout for the benefit of Buyer and the Shareholders. Buyer agrees (i) to act in good faith at all times during the Earn-Out Periods; (ii) to not fail to take any action that then Seller would be required by reasonable, skillful, prudent, and diligent business persons engaged in the independent operation entitled to *** percent (***%) of a business similar to the Business of Seller; and (iii) to allocate adequate resources to the achievement of the Earn-Out Threshold. (b) Within thirty (30) daysfollowing the month in which the Earn Out calculation appliesPayment for the First Measuring Period, which would be $*** and *** shares of Earn Out Stock. To be entitled to the Earn Out Cash and Earn Out Stock for the First Additional Earn Out Threshold, Buyer shall prepare and deliver to Seller a preliminary report (must achieve the “Preliminary Earn-Out Statement”) which shall include Buyer’s calculation full amount of the Gross Profit attributable First Additional Earn Out Threshold during the First Measuring Period. If Buyer does not achieve at least *** percent (***%) of the Second EBITDA Target for the Second Measuring Period, then Seller shall not be entitled to receive any Earn Out Payment for the Second Measuring Period. If Buyer achieves greater than *** percent (***%) of the Second EBITDA Target, but less than *** percent (***%) of the Second EBITDA Target for the Second Measuring Period, then, nonetheless, Seller shall be entitled to a percentage of Earn Out [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Cash and Earn Out Stock as set forth in Section 2.6(b)(ii)(A) equal to the Acquired Business percentage of EBITDA achieved during the Second Measuring Period so that, by way of example, if Buyer achieved *** percent (***%) of the Second EBITDA Target, then Seller would be entitled to ***-percent (***%) of the Earn Out Payment for and including the period then endingSecond Measuring Period, which may include any offset pursuant would be $*** and *** shares of Earn Out Stock. To be entitled to the Earn Out Cash and Earn Out Stock for the Second Additional Earn Out Threshold, Buyer must achieve the full amount of the Second Additional Earn Out Threshold during the Second Measuring Period. This paragraph expressly does not apply to Section 6.102.6(b)(i)(B) or Section 2.6(b)(ii)(B). In addition, for purposes of the First Measuring Period only, ***, only after Buyer has achieved the First EBITDA Target, ***. Seller acknowledges and agrees that Seller will not be eligible for the Earn Out Payments for the First Additional Earn Out Threshold under Section 2.6(b)(i)(B) if the ***. (c) Promptly following receipt of the Preliminary Earn-Out Statement, Buyer shall cause to be prepared and delivered to Seller may review the same and, within thirty (30) days after the date of such receipt, may deliver to Buyer a certificate statement setting forth any objections to the Preliminary Earn-Out EBITDA achieved by Buyer for each calendar month during the applicable measuring periods (the “Monthly EBITDA Statement, together with a summary of the reasons therefore and calculations which, in its view, are necessary to eliminate such objections (an “Earn-Out Objection Notice”). If Seller does reasonably determines based upon the Monthly EBITDA Statements that Buyer has achieved the First EBITDA Target *** and/or the Second EBITDA Target ***, then in each case Seller may provide written notice to Buyer claiming that the First EBITDA Target and/or the Second EBITDA Target has been achieved ***. Buyer shall then have twenty (20) days from receipt of Seller’s written notice to prepare and deliver an interim EBITDA Statement (“Interim EBITDA Statement”) for those calendar months that Seller claims that it has achieved the First EBITDA Target and/or the Second EBITDA Target. If, within ten (10) days following receipt of the Interim EBITDA Statement, Buyer has not so object within such 30-day periodreceived written notice of Seller’s objection to the Interim EBITDA Statement (which objection notice must contain a reasonable statement of the basis of Seller’s objection) (the “Notice of Objection to Interim Statement”), then the Preliminary Earn-Out Interim EBITDA Statement shall be final deemed accepted by Seller and binding as the Earn-will be used to determine whether Seller is entitled to any Earn Out Statement Cash and Earn Out Stock for the First EBITDA Target and/or Second EBITDA Target to which the Interim EBITDA Statement relates. Except as provided in Sections 2.6(d), 2.6(e) or 5.17, Buyer will deliver to Seller the amount of Earn Out Cash and Earn Out Stock due and payable for the First EBITDA Target and/or the Second EBITDA Target, if earned by Seller during the applicable Earn-Out Period for purposes of measuring period as provided in this Agreement. Section 2.6, within ten (d) During the thirty (3010) days immediately following after the delivery expiration of an Earn-Out the period of time in which Seller may object to the Interim EBITDA Statements. However, if Seller provides the Notice of Objection Notice (the “Earn-Out Objection Consultation Period”)to Interim Statement to Buyer, Seller and Buyer shall seek will have ten (10) days to resolve the dispute 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, at the end of the Earn-Out Objection Consultation Period, among them. If Seller and Buyer have been unable to resolve all disagreements that they may have with respect to the matters specified in the Earn-Out Objection Noticenot resolved their dispute within such ten (10) day period, then Seller and Buyer shall submit all matters that remain resolve their dispute in dispute accordance with respect the Section 2.6(e) below. Earn Out Payments for the First EBITDA Target and the Second EBITDA Target paid by Buyer to Seller prior to expiration of the applicable measuring period, as provided in this paragraph, shall be subject to review and downward adjustment as may be necessary to conform to the Earn-EBITDA calculations set forth in the Measuring Period EBITDA Statement. Any downward adjustment will first be applied against any Earn Out Objection Notice (along with Payment that Seller is or may [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. become entitled to receive under Section 2.6, and if Seller is not entitled to any additional Earn Out Payment, then Seller will deliver to Buyer a copy cash payment equal to the amount of the Preliminary Earn-downward adjustment within fifteen (15) days of receiving the Measuring Period EBITDA Statement that reflects any such downward adjustment in EBITDA earned during the applicable measuring period. Any dispute arising out of any adjustment to Earn Out Statement marked to indicate those line items that Payments shall be resolved in accordance with the dispute procedures for Measuring Period EBITDA Statements in the paragraph below. If the First EBITDA Target and/or the Second EBITDA Target are in dispute) not achieved prior to the Independent Accountantexpiration of the applicable measuring period, then on or before the forty-fifth (45th) day following the end of each of the First Measuring Period and the Second Measuring Period, respectively and after review by KPMG or such other accounting firm of Buyer applying procedures for annual or quarterly review of Buyer financial statements as applicable, Buyer shall cause to be prepared and delivered to Seller a statement setting forth the EBITDA achieved by Buyer during the applicable measuring period (the “Measuring Period EBITDA Statement”). Within thirty The Measuring Period EBITDA Statement will also set forth the amount, if any, of the Earn Out Cash and Earn Out Stock due to Seller as provided in Section 2.6(b). If, within fifteen (3015) days following receipt of the Measuring Period EBITDA Statement, Buyer has not received written notice of Seller’s objection to the Measuring Period EBITDA Statement (which objection notice must contain a reasonable statement of the basis of Seller’s objection) (the “Notice of Objection to Final Statement”), then the Measuring Period EBITDA Statement shall be deemed accepted by Seller and will be used to determine whether Seller is entitled to any Earn Out Cash and Earn Out Stock for the measuring period to which the Measuring Period EBITDA Statement relates. Except as provided in Section 2.6(d), 2.6(e) or Section 5.17, Buyer will deliver to Seller the amount of Earn Out Cash and Earn Out Stock due and payable for the First Measuring Period and the Second Measuring Period, if earned by Seller during the applicable measuring period as provided in this Section 2.6, within ten (10) days after the submission expiration of such matters the period of time in which Seller may object to the Independent AccountantMeasuring Period EBITDA Statement. However, if Seller provides the Notice of Objection to Final Statement to Buyer, Seller and Buyer will have ten (10) days to resolve the dispute in good faith among them. If Seller and Buyer have not resolved their dispute within such ten (10) day period, then Seller and Buyer shall resolve their dispute in accordance with the Section 2.6(e) below. (d) Seller agrees that if it becomes entitled to receive any Earn Out Payment as provided in Section 2.6(b) or Section 5.17, but a Buyer Indemnified Person has notified Seller of any claim or demand which the Buyer Indemnified Person reasonably has determined has given or reasonably could give rise to a right of indemnification under this Agreement, which amount the Buyer Indemnified Person shall deliver in writing to Seller (the “Estimated Earn Out Indemnity Amount”), then that portion (up to the entire amount) of the Earn Out Payment needed to satisfy the Estimated Earn Out Indemnity Amount, shall be applied toward, or as soon as practicable thereafterreserved against, payment of any Damages of any Buyer Indemnified Person in accordance with Section 7.1 (the “Earn Out Indemnity Amount”). Buyer shall pay or deliver, in equal proportions of Earn Out Stock and Earn Out Cash, the Independent Accountantexcess (if any) of the Earn Out Payment as provided in Section 2.6(b) less the Estimated Earn Out Indemnity Amount. Notwithstanding the provisions of Section 2.6(a), acting (b) and (c) and Section 5.17, Seller will have no right to receive any amounts paid to any Buyer Indemnified Person from the Earn Out Indemnity Amount as an expert provided in the preceding sentence. If no Buyer Indemnified Person has made a claim for Damages during the two-year period after the Closing Date and not no dispute has arisen, (as an arbitratorprovided in Section 2.6(e)), will make a final determinationthen the remaining Earn Out Indemnity Amount, binding on if any, shall be delivered to Seller and Buyer, but only if the Earn Out Payment was earned by Seller in accordance with this Section 1.9(e), of the appropriate amount of each of the line items in the Preliminary Earn-Out Statement as to which Seller and Buyer disagree as specified in the Earn-Out Objection Notice. With respect to each disputed line item, such determination, if not in accordance with the position of either Seller or Buyer, shall not 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 Gross Profit attributable to the Acquired Business for the applicable Earn-Out Period set forth therein that is final and binding on Seller and Buyer, as determined either through agreement of Seller and Buyer (deemed or otherwise) pursuant to Section 1.10(c) or (d) or through the determination of the Independent Accountant pursuant to this Section 1.10(e), are referred to herein as the “Earn-Out Statement”2.6. (f) Within thirty (30) days of the determination of any final and binding Earn-Out Payment in accordance with this Section 1.10 , Buyer shall pay, or cause to be paid, by wire transfer of immediately available funds, such 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.

Earn-Out Payment. (a) The Shareholders Seller shall be entitled to receive a payment (an “Earn-Out Payment”), payable in cash following the end of the applicable Earn-Out Period, to be determined and paid in accordance with this Section 1.10 1.9 and the principles and requirements of Section 1.9(a) of the Seller Disclosure Schedule. Schedule and paid as follows: (i) Fifty percent (50%) of the Earn-Out Payment shall be paid in cash (the “Cash Portion”); and (ii) Fifty percent (50%) of the Earn-Out Payment shall be paid in shares of the Company’s 10% Series A Cumulative Preferred Stock (the “Stock Portion”), with such number of shares to be computed based on a per share price equal to the volume weighted average price of the Company’s 10% Series A Cumulative Preferred Stock on the Nasdaq Global Market during the thirty (30) consecutive trading days ending on the trading day prior to the applicable payment date, rounded up to the nearest whole share. (b) In the event the Acquired Business achieves 100% of the Gross Profit Adjusted EBITDA Target for the twelve (12) month period ending on October 31May 17, 2024 2025 (the “First Earn-Out Period”), the Earn-Out Payment shall be $250,0001,500,000. In the event the Acquired Business achieves 100% of the Gross Profit Adjusted EBITDA Target for the twelve (12) month period ending on October 31May 17, 2025 2026 (the “Second Earn-Out Period” and together with the First Earn-Out Period, each an “Earn-Out Period”), the Earn-Out Payment shall be an additional $250,0001,500,000. In order for the Shareholders Seller to be eligible to receive an Earn-Out Payment, the Acquired Business must achieve at least 80% of the Gross Profit Adjusted EBITDA Target during a given Earn-Out Period (the “Earn-Out Threshold”), as illustrated in Section 1.9(a) of the Seller Disclosure Schedule. Each Earn-Out Payment shall be structured on 7 a proportionate, linear scale. As further illustrated in Section 1.9(a) of the Seller Disclosure Schedule, the minimum payment shall be earned upon achieving the Earn-Out Threshold and shall increase to the extent achievement of the Gross Profit Adjusted EBITDA Target exceeds the Earn-Out Threshold but is below 100120% of the Gross Profit Adjusted EBITDA Target; provided, that the total Earn-Out Payments under this Agreement shall in no event exceed $500,000 4,140,000 (the “Maximum Earnout”). The Buyer shall use commercially reasonable and good faith efforts to achieve the Maximum Earnout for the benefit of Buyer and the ShareholdersSeller. Buyer agrees (i) to act in good faith at all times during the Earn-Out Periods; (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) Within thirty (30) daysfollowing the month in which the Earn Out calculation applies, Buyer shall prepare and deliver to Seller a preliminary report (the “Preliminary Earn-Out Statement”) which shall include Buyer’s calculation of the Gross Profit attributable to the Acquired Business for and including the period then ending, which may include any offset pursuant to Section 6.10. (c) Promptly following receipt of the Preliminary Earn-Out Statement, Seller may review the same and, within thirty (30) days 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 (an “Earn-Out Objection Notice”). If Seller does not so object within such 30-day period, the Preliminary Earn-Out Statement shall be final and binding as the Earn-Out Statement for the applicable 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 Buyer 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, at the end of the Earn-Out Objection Consultation Period, Seller and Buyer have been unable to resolve all disagreements that they may have with respect to the matters specified in the Earn-Out Objection Notice, then Seller and Buyer shall submit all matters that remain in dispute with respect to the Earn-Out Objection Notice (along with a copy of the Preliminary Earn-Out Statement 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 Preliminary Earn-Out Statement as to which Seller and Buyer disagree as specified in the Earn-Out Objection Notice. With respect to each disputed line item, such determination, if not in accordance with the position of either Seller or Buyer, shall not 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 Gross Profit attributable to the Acquired Business for the applicable Earn-Out Period set forth therein that is final and binding on Seller and Buyer, as determined either through agreement of Seller and Buyer (deemed or otherwise) pursuant to Section 1.10(c) or (d) or through the determination of the Independent Accountant pursuant to this Section 1.10(e), are referred to herein as the “Earn-Out Statement”. (f) Within thirty (30) days of the determination of any final and binding Earn-Out Payment in accordance with this Section 1.10 , Buyer shall pay, or cause to be paid, by wire transfer of immediately available funds, such 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.;

Earn-Out Payment. (a) The Shareholders As additional consideration for the Company Shares, the Stockholder shall be entitled to receive a payment in accordance with this Section 2.2 the amount of Three Hundred Thousand Dollars (an $300,000) (the “Earn-Out Payment”), payable in cash following ) subject to the end achievement of either of the applicable Earn-Out Periodfollowing milestones (each, a “Milestone”) on or prior to be determined and paid in accordance with this Section 1.10 the twelve (12) month anniversary of the Closing Date (the “Milestone Date”): (i) Parent’s Market Value equals or exceeds One Hundred Million Dollars ($100,000,000) for thirty (30) consecutive trading days at any time during the period from the Closing Date through the Milestone Date; or (ii) The consolidated revenues of Parent, the Buyer and the principles and requirements of Section 1.9(a) of the Seller Disclosure Schedule. In the event the Acquired Business achieves 100% of the Gross Profit Target Company for the twelve (12) month months period ending commencing on October 31August 1, 2024 2008 (the “First Consolidated Revenues”) equal or exceed Eight Million Dollars ($8,000,000) which revenues shall be calculated based on the principles set forth in Exhibit 2.2(a) attached hereto. (b) If the Earn-Out Period”Payment is earned pursuant to this Section 2.2(a), One Hundred Thousand Dollars ($100,000) of the Earn-Out Payment (the “Earn-Out Stock Payment”) shall be paid by the delivery of such number of Parent Ordinary Shares as is determined by dividing the Earn-Out Stock Payment by the Earn-Out Share Price and the balance of the Earn-Out Payment shall be $250,000. In the event the Acquired Business achieves 100% of the Gross Profit Target for the twelve (12) month period ending on October 31, 2025 (the “Second Earn-Out Period” and together with the First Earn-Out Period, an “Earn-Out Period”), the Earn-Out Payment shall be an additional $250,000. In order for the Shareholders to be eligible to receive an Earn-Out Payment, the Acquired Business must achieve at least 80% of the Gross Profit Target during a given Earn-Out Period payable in cash (the “Earn-Out ThresholdCash Payment”), as illustrated in Section 1.9(a. (c) of If the Seller Disclosure Schedule. Each Buyer determines that the Earn-Out Payment shall be structured on has not been earned as of the Milestone Date as a proportionate, linear scale. As further illustrated result of the Milestone set forth in Section 1.9(a2.2(a)(ii) not having been satisfied, within sixty (60) days following the Milestone Date, the Buyer shall deliver to the Stockholder a written notice setting forth its calculation of the Seller Disclosure Schedule, the minimum payment shall be earned upon achieving the Earn-Out Threshold and shall increase to the extent achievement of the Gross Profit Target exceeds the Earn-Out Threshold but is below 100% of the Gross Profit Target; provided, that the total Earn-Out Payments under this Agreement shall in no event exceed $500,000 Consolidated Revenues (the “Maximum EarnoutMilestone Notice”). The Stockholder shall have the right to review the calculation of the Consolidated Revenues for a period of twenty (20) days following the delivery of the Milestone Notice by the Buyer (the “Milestone Review Period”). The Buyer shall use commercially make the books and records used in preparing the calculation of the Consolidated Revenues available to the Stockholder at reasonable times and good faith efforts upon reasonable notice following the delivery of the Milestone Notice by the Buyer to achieve the Maximum Earnout for Stockholder hereunder. Notwithstanding the benefit foregoing, the Buyer shall not be required to grant access or furnish information to the Stockholder or any of its representatives to the extent that such information is appropriately subject to an attorney/client or attorney work product privilege. The Stockholder shall have the right to object to the calculation of the Consolidated Revenues by notifying the Buyer in writing (the “Milestone Disagreement Notice”) of such objection (and the Shareholdersdetails thereof) and the Stockholder’s calculation of the Consolidated Revenues, prior to the expiration of the Milestone Review Period. Buyer agrees (i) If the Stockholder does not make any such objection prior to act in good faith at all times during the Earn-Out Periods; (ii) to not fail to take any action that would be required by reasonableexpiration of the Milestone Review Period, skillful, prudent, and diligent business persons engaged the calculation of the Consolidated Revenues set forth in the independent operation Milestone Notice shall be determinative for purposes of a business similar to the Business of Seller; this Section 2.2 and (iii) to allocate adequate resources to the achievement of the Earn-Out Thresholdshall be final and binding on all parties. (bd) Within If the Stockholder delivers a Milestone Disagreement Notice to the Buyer prior to the expiration of the Milestone Review Period, the Stockholder and the Buyer shall, during the thirty (30) daysfollowing day period following the month delivery of the Stockholder’s objection, attempt in good faith to resolve the matters to which the Earn Out calculation appliesStockholder objected. In the event the Stockholder and the Buyer cannot resolve all of such matters by the end of such thirty (30) day period, Buyer such parties shall prepare and deliver to Seller a preliminary report promptly engage an independent public accounting firm (the “Preliminary Earn-Out StatementIndependent Accountants”) which to resolve any items not resolved by the Stockholder and the Buyer. The parties shall include Buyer’s calculation of require the Gross Profit attributable to the Acquired Business for and including the period then ending, which may include any offset pursuant to Section 6.10. (c) Promptly following receipt of the Preliminary Earn-Out Statement, Seller may review the same andIndependent Accountants, within thirty (30) days after thereafter, to resolve only the date of such receipt, may deliver matters objected to by the Stockholder and not resolved by the Stockholder and the Buyer a certificate setting forth any objections with respect to the Preliminary Earn-Out Statement, together with a summary determination of the reasons therefore calculation of the Consolidated Revenues, and calculations which, in its view, are necessary to eliminate such objections (an “Earn-Out Objection Notice”). If Seller does not so object within such 30-day period, determination by the Preliminary Earn-Out Statement Independent Accountants shall be determinative for purposes of this Section 2.2 and shall be final and binding as binding, absent manifest error. The costs of the Earn-Out Statement for Independent Accountant shall be borne by the applicable Earn-Out Period for purposes of this Agreement. Buyer if the Consolidated Revenues are determined by the Independent Accountants to equal to or exceed Eight Million Dollars (d) During $8,000,000); otherwise, the thirty (30) days immediately following costs shall be borne by the delivery of an Earn-Out Objection Notice (the “Earn-Out Objection Consultation Period”), Seller and Buyer shall seek in good faith to resolve any disagreement that they may have with respect to the matters specified in the Earn-Out Objection NoticeStockholder. (e) IfThe Earn-Out Payment, at if earned, shall be paid not later than ten (10) Business Days following the end of date that it is finally determined that the Earn-Out Objection Consultation PeriodPayment is payable in accordance with the provisions of this Section 2.2. At the time of such payment, Seller Parent and the Buyer have been unable shall (i) pay or cause to resolve all disagreements that they may have with respect be paid to the matters specified in Stockholder the Earn-Out Objection Notice, then Seller Cash Payment and Buyer shall submit all matters that remain in dispute with respect (ii) deliver or cause to be delivered to the Stockholder a certificate representing the shares of Parent Ordinary Shares for the Earn-Out Objection Notice (along with a copy of the Preliminary Earn-Out Statement 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 Preliminary Earn-Out Statement as to which Seller and Buyer disagree as specified in the Earn-Out Objection Notice. With respect to each disputed line item, such determination, if not in accordance with the position of either Seller or Buyer, shall not 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 Gross Profit attributable to the Acquired Business for the applicable Earn-Out Period set forth therein that is final and binding on Seller and Buyer, as determined either through agreement of Seller and Buyer (deemed or otherwise) pursuant to Section 1.10(c) or (d) or through the determination of the Independent Accountant pursuant to this Section 1.10(e), are referred to herein as the “Earn-Out Statement”Stock Payment. (f) Within thirty (30) days of the determination of any final and binding Earn-Out Payment in accordance with this Section 1.10 , Buyer shall pay, or cause to be paid, by wire transfer of immediately available funds, such 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.

Earn-Out Payment. In addition to the Final Base Purchase Price, if the Net Revenues of the Company and the Subsidiaries equal or exceed Ninety-Seven Million One Hundred Thousand Dollars (a$97,100,000) The Shareholders shall be entitled to receive a payment (an the “Earn-Out PaymentTarget”), payable in cash following the end of the applicable Earn-Out Period, to be determined and paid in accordance with this Section 1.10 and the principles and requirements of Section 1.9(a) of the Seller Disclosure Schedule. In the event the Acquired Business achieves 100% of the Gross Profit Target for the twelve (12) month fiscal period beginning December 26, 2011 and ending on October 31December 30, 2024 2012 (the “First Earn-Out Period”), the Earn-Out Payment shall be $250,000. In the event the Acquired Business achieves 100% of the Gross Profit Target for the twelve (12) month period ending on October 31, 2025 (the “Second Earn-Out Period” and together with the First Earn-Out Period, an “Earn-Out Period”), then, subject to the provisions of this Section 2.4, the Sellers shall be entitled to an additional payment in the amount of Four Million Dollars ($4,000,000) (the “Base Earn-Out Payment”). In addition, for each dollar of Net Revenues of the Company and the Subsidiaries during the Earn-Out Payment Period in excess of the Earn-Out Target, the Sellers shall be receive an additional dollar of consideration (such additional consideration not to exceed Three Million Dollars ($250,000. In order for 3,000,000)) (such additional consideration actually received by the Shareholders to be eligible to receive an Sellers, the “Additional Earn-Out Payment” and, together with the Base Earn-Out Payment, the Acquired Business must achieve at least 80% of the Gross Profit Target during a given Earn-Out Period (the “Earn-Out Threshold”), as illustrated in Section 1.9(a) of the Seller Disclosure Schedule. Each Earn-Out Payment shall be structured on a proportionate, linear scale. As further illustrated in Section 1.9(a) of the Seller Disclosure Schedule, the minimum payment shall be earned upon achieving the Earn-Out Threshold and shall increase to the extent achievement of the Gross Profit Target exceeds the Earn-Out Threshold but is below 100% of the Gross Profit Target; provided, that the total Earn-Out Payments under this Agreement shall in no event exceed $500,000 (the “Maximum EarnoutPayment”). The Buyer shall use commercially reasonable and good faith efforts to achieve the Maximum Earnout for the benefit of Buyer and the Shareholders. Buyer agrees (i) to act in good faith at all times during the Earn-Out Periods; (ii) to not fail to take If 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 portion of the Earn-Out Threshold. Statement (b) Within thirty (30) daysfollowing the month in which the Earn Out calculation applies, Buyer shall prepare and deliver to Seller a preliminary report (the “Preliminary Earn-Out Statement”) which shall include Buyer’s calculation of the Gross Profit attributable to the Acquired Business for and including the period then ending, which may include any offset as finally determined pursuant to Section 6.10. (c2.4(c)) Promptly following receipt reflects that the Net Revenues of the Preliminary Earn-Out Statement, Seller may review Company and the same and, within thirty (30) days 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 (an “Earn-Out Objection Notice”). If Seller does not so object within such 30-day period, the Preliminary Earn-Out Statement shall be final and binding as Subsidiaries for the Earn-Out Statement for the applicable 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 Buyer shall seek in good faith to resolve any disagreement that they may have with respect to the matters specified in are less than the Earn-Out Objection Notice. Target, there shall be no additional payments to Sellers under this Section 2.4. If the maximum Earn-Out Payment in an amount equal to Seven Million Dollars (e$7,000,000) Ifis paid pursuant to this Section 2.4, at the end Company shall pay a portion of such Earn-Out Payment not to exceed $175,000 in the aggregate to certain employees of the Company and the Subsidiaries pursuant to the terms of the Earn-Out Objection Consultation Period, Seller Bonus Agreements and Buyer have been unable to resolve all disagreements that they may have with respect to the matters specified in remainder of the Earn-Out Objection Notice, then Seller and Buyer shall submit all matters that remain in dispute with respect Payment to the Earn-Out Objection Notice (along with a copy of the Preliminary Earn-Out Statement 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 Preliminary Earn-Out Statement as to which Seller and Buyer disagree as specified in the Earn-Out Objection Notice. With respect to each disputed line item, such determination, if not in accordance with the position of either Seller or Buyer, shall not 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 Gross Profit attributable to the Acquired Business for the applicable Earn-Out Period set forth therein that is final and binding on Seller and Buyer, as determined either through agreement of Seller and Buyer (deemed or otherwise) pursuant to Section 1.10(c) or (d) or through the determination of the Independent Accountant pursuant to this Section 1.10(e), are referred to herein as the “Earn-Out Statement”Sellers. (f) Within thirty (30) days of the determination of any final and binding Earn-Out Payment in accordance with this Section 1.10 , Buyer shall pay, or cause to be paid, by wire transfer of immediately available funds, such 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.

Earn-Out Payment. (a) The Shareholders Parties intend for Seller and Buyer to operate and manage the Business after the Closing Date pursuant to the Operating Plan in substantially the form attached hereto as Exhibit J. In the event of any conflict between the Operating Plan and this Agreement, the terms of this Agreement shall control. Subject to the terms of this Section 2.6, Seller will be entitled to receive receive, as an earn out payment, an amount not to exceed Four Million Dollars ($4,000,000) in ***Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. cash (the “Earn Out Cash”) and 76,300 shares of in InPhonic Common Stock having a payment value of Two Million Dollars (an $2,000,000) as of the Effective Date, (which number of shares was obtained by dividing (a) $2,000,000 by (b) the average closing market price for InPhonic’s Common Stock on the NASDAQ Stock Market (excluding after-hours trading) for the ten (10) day trading period preceding the Effective Date (the “Earn-Earn Out Stock”), (together, the Earn Out Cash and Earn Out Stock, the “Earn Out Payment”). In accordance with Section 2.6(b), payable the Earn Out Payment will be received by Seller in cash four quarterly installments over the course of the twelve month period beginning on the Effective Date and ending on December 31, 2005 (the “Measuring Period”) based upon the number of Activations (as defined herein below) achieved by Seller during the Measuring Period, provided that upon Seller earning the Earn Out Payment or any portion thereof, the portion of the Earn Out Payment shall be deemed “Held In Trust” for the Benefit of A1 Wireless USA, Inc.” while in the custody of the Escrow Agent, provided that there are not any indemnity claims by Buyer or the earned portion of the Earn Out Payment exceed the Indemnification Cap. For purposes of determining whether Seller is entitled to any Earn Out Payment during any Quarterly Measuring Period, on or before the tenth day following the end of the applicable Earn-Out each Quarterly Measuring Period, Buyer shall cause to be determined prepared and paid in accordance with this Section 1.10 delivered to Seller a quarterly statement setting forth the actual number of Activations achieved (i) during the respective Quarterly Measuring Period and (ii) for each month of the Quarterly Measuring Period (each, a “Quarterly Activation Statement”). Each Quarterly Activation Statement will also set forth the amount, if any, of the Earn Out Payment due to Seller for such Quarterly Measuring Period, and the principles and requirements basis for Buyer’s calculation. If, within ten (10) days following receipt of Section 1.9(a) any Quarterly Activation Statement, Seller has not given Buyer written notice of its objection to such Quarterly Activation Statement (which objection notice must contain a reasonable statement of the Seller Disclosure Schedule. In the event the Acquired Business achieves 100% basis of the Gross Profit Target for the twelve (12Seller’s objection) month period ending on October 31, 2024 (the “First Earn-Out PeriodNotice of Objection”), the Earn-then such Quarterly Activation Statement shall be deemed accepted by Seller and will be used to determine whether Seller is entitled to any Earn Out Payment shall be $250,000. In the event the Acquired Business achieves 100% of the Gross Profit Target for the twelve (12) month period ending on October 31, 2025 (the “Second Earn-Out that Quarterly Measuring Period” and together with the First Earn-Out Period, an “Earn-Out Period”), the Earn-Out Payment shall be an additional $250,000. In order for the Shareholders to be eligible to receive an Earn-Out Payment, the Acquired Business must achieve at least 80% of the Gross Profit Target during a given Earn-Out Period (the “Earn-Out Threshold”), as illustrated in Section 1.9(a) of the Seller Disclosure Schedule. Each Earn-Out Payment shall be structured on a proportionate, linear scale. As further illustrated in Section 1.9(a) of the Seller Disclosure Schedule, the minimum payment shall be earned upon achieving the Earn-Out Threshold and shall increase to the extent achievement of the Gross Profit Target exceeds the Earn-Out Threshold but is below 100% of the Gross Profit Target; provided, that the total Earn-Out Payments under this Agreement shall in no event exceed $500,000 (the “Maximum Earnout”). The Buyer shall use commercially reasonable and good faith efforts to achieve the Maximum Earnout for the benefit of Buyer and the Shareholders. Buyer agrees (i) to act in good faith at all times during the Earn-Out Periods; (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) Within thirty (30) daysfollowing the month in which the Earn Out calculation applies, Buyer shall prepare and deliver to Seller a preliminary report (the “Preliminary Earn-Out Statement”) which shall include Buyer’s calculation of the Gross Profit attributable to the Acquired Business for and including the period then ending, which may include any offset pursuant to Section 6.10. (c) Promptly following receipt of the Preliminary Earn-Out Statement, Seller may review the same and, within thirty (30) days 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 (an “Earn-Out Objection Notice”). If Seller does not so object within such 30-day period, provides the Preliminary Earn-Out Statement shall be final and binding as the Earn-Out Statement for the applicable Earn-Out Period for purposes Notice 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”)to Buyer, Seller and Buyer shall seek will have fifteen (15) days to resolve the dispute 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, at the end of the Earn-Out Objection Consultation Period, among themselves. If Seller and Buyer have been unable to resolve all disagreements that they may have with respect to the matters specified in the Earn-Out Objection Noticenot resolved their dispute within such fifteen (15) day period, then Seller and Buyer shall submit all matters that remain in resolve their dispute with respect to the Earn-Out Objection Notice (along with a copy of the Preliminary Earn-Out Statement 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 Preliminary Earn-Out Statement as to which Seller and Buyer disagree as specified in the Earn-Out Objection Notice. With respect to each disputed line item, such determination, if not in accordance with the position of either Arbitration Procedures set forth in Section 2.6(f) below. During the 15-day period Seller or shall have the right, and Buyer shall give access during this period, to inspect Buyer, shall not be ’s books and records used in excess of the higher, nor less than the lower, connection with Buyer’s determination of the amounts advocated by due to Seller set forth 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 Gross Profit attributable to the Acquired Business for the applicable Earn-Out Period set forth therein that is final and binding on Seller and Buyer, as determined either through agreement of Seller and Buyer (deemed or otherwise) pursuant to Section 1.10(c) or (d) or through the determination of the Independent Accountant pursuant to this Section 1.10(e), are referred to herein as the “Earn-Out Quarterly Activiation Statement”. (f) Within thirty (30) days of the determination of any final and binding Earn-Out Payment in accordance with this Section 1.10 , Buyer shall pay, or cause to be paid, by wire transfer of immediately available funds, such 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.