Common use of Earn-Out Payment Clause in Contracts

Earn-Out Payment. If, during the period beginning January 1, 2022 and ending on December 31, 2022 (the “Earn-Out Period”), the Group Companies achieve certain Adjusted EBITDA targets as set forth in this Section 2.6.1 (the “Earn-Out Milestone”), then Buyer shall pay, or cause to be paid, to Seller and to the individuals set forth on Schedule 1.2(a) and Schedule 1.2(b) an aggregate amount not to exceed $50,000,000 subject to the proviso in Section 2.6.1(c) (the “Earn-Out Payment”), which shall be payable in accordance with Section 2.6.2. The Earn-Out Payment shall be calculated as follows: (a) If the Adjusted EBITDA of the Group Companies during the Earn-Out Period is less than the Earn-Out Threshold, the Earn-Out Payment shall be zero dollars ($0); and (b) If during the Earn-Out Period, the Group Companies achieve an Adjusted EBITDA (i) equal to or greater than the Earn-Out Target, the Earn-Out Payment shall be $50,000,000 (subject to the proviso in Section 2.6.1(c)); or (ii) less than the Earn-Out Target, but greater than the Earn-Out Threshold, the Earn-Out Payment shall be an amount equal to the product of: (A) $50,000,000 (subject to the proviso in Section 2.6.1(c)) multiplied by (B) a fraction (1) the numerator of which shall be the amount by which the Adjusted EBITDA achieved exceeds the Earn-Out Threshold and (2) the denominator of which shall be an amount equal to the Earn-Out Target minus the Earn-Out Threshold. (c) Notwithstanding anything to the contrary, in no event shall the Earn-Out Payment exceed $50,000,000; provided, that the amount of the Earn-Out Payment will be increased by the lesser of (i) the amount of the final calculation of Accrued Income Taxes solely with respect to clause (g) of the definition of Accrued Income Taxes and (ii) the product of (y) the amount of the Earn-Out Compensatory Payment (if any) and (z) 26%. For the avoidance of doubt, an illustrative example of the calculation of Adjusted EBITDA is set forth on Exhibit B-1.

Earn-Out Payment. If, during the period beginning January 1, 2022 and ending on December 31, 2022 (i) Buyer shall pay to Seller one or more additional payments (each an “Earn-out Payment”) equal to an aggregate amount of up to $1,000,000 (the “Maximum Earn-Out Periodout Amount”), the Group Companies achieve certain Adjusted EBITDA targets as set forth in this Section 2.6.1 (the “Earn-Out Milestone”), then Buyer shall pay, or cause to be paid, to Seller and to the individuals set forth on Schedule 1.2(a) and Schedule 1.2(b) an aggregate amount not to exceed $50,000,000 subject to the proviso in Section 2.6.1(c) (the “Earn-Out Payment”), which shall be payable in accordance with Section 2.6.2. The Earn-Out Payment shall be calculated cash as follows: : (aA) If if Buyer and/or the Company achieve Adjusted EBITDA of the Group Companies during the Earn-Out Period is less than the Earn-Out Threshold, the Earn-Out Payment shall be zero dollars ($0); and (b) If during the Earn-Out Period, the Group Companies achieve an Adjusted EBITDA (i) Gross Company Product Sales equal to or greater than an aggregate amount of $10 million on or before the third anniversary of the Closing Date (the “Sales Target Date”), the Company shall pay one-half of the Maximum Earn-Out Targetout Amount (i.e., $500,000) (the “Minimum Earn-out Amount”) to Seller; (B) $.05 for each dollar of Adjusted Gross Company Product Sales in excess of $10 million on or before the Sales Target Date, not to exceed an aggregate of $500,000; and (C), with respect to any payment to be made pursuant to (A) and/or (B) of this Section 2.2(c)(i), less any Post-Certification Costs owed by Seller pursuant to Section 2.7 below. Unless an Earn-out Payment Dispute Notice is pending, any Earn-out Payment shall be made as soon as reasonably practicable after such payment becomes due to Seller but in no event later than 90 days therefrom and in accordance with the procedures set forth in Section 2.2(c)(ii) below, provided, however, any Earn-out Payment due pursuant to clause (B) of this Section 2.2(c)(i), shall be paid as soon as reasonably practicable after the end of the applicable Buyer fiscal quarter in which such Earn-out Payment shall have been earned by Seller and in accordance with the procedures set forth in Section 2.2(c)(ii) below. Notwithstanding the foregoing, in the event the Net Asset Value of the Company on the Closing Date (as determined pursuant to Section 2.2(b) above) is less than zero dollars, the Earn-Out Payment out Payments, if any, shall be reduced on a dollar for dollar basis until such reduction equals the Net Asset Value of the Company on the Closing Date reflected as a positive value. By way of example only, in the event the Company has achieved a total of $50,000,000 15 million in Adjusted Gross Company Product Sales as of the Sales Target Date, the Seller would be entitled to be paid $750,000 (subject $500,000 + ($0.05 X $5,000,000), provided that, among other things, the Net Asset Value of the Company on the Closing Date is equal to or greater than zero dollars, no disputes are pending between the proviso parties and Buyer is not entitled to any set-off as set forth herein. If, by way of example only, using the numbers in Section 2.6.1(cthe previous example above, the Net Asset Value of the Company on the Closing Date was equal to a deficit amount of negative ($40,000)); or , the Seller would be entitled to receive $710,000, provided that, among other things, no disputes are pending between the parties and Buyer is not entitled to any further set-off as set forth herein. (ii) less Until the Sales Target Date, Buyer will provide to Seller, within three Business Days after filing its quarterly or annual report with the SEC, as the case may be, a report of the Gross Company Product Sales for such quarter and a cumulative total of the Gross Company Product Sales since Closing. Upon request of Seller, Buyer will provide such additional information regarding the Gross Company Product Sales as is reasonably requested by Seller. In no event later than the 21 days immediately following written notice from Seller certifying that Seller reasonably believes that an Earn-Out Target, but greater than out Payment has been earned by it pursuant to Section 2.2(c)(i) above and the amount of such Earn-Out Threshold, the Earn-Out out Payment shall be an amount equal to the product of: (A) $50,000,000 (subject to the proviso in Section 2.6.1(c)) multiplied by (B) a fraction (1) the numerator of which shall be the amount by which the Adjusted EBITDA achieved exceeds the Earn-Out Threshold and (2) the denominator of which shall be an amount equal to the Earn-Out Target minus the Earn-Out Threshold. (c) Notwithstanding anything to the contrary, in no event shall the Earn-Out Payment exceed $50,000,000; provided, that Seller shall not send such written notice with respect to any amounts payable pursuant to Section 2.2(c)(i)(B) above more than twice in any fiscal year of Buyer), Buyer shall either (x) agree to pay the amount of such Earn-out Payment to Seller or (y) have prepared and delivered to Seller a statement of Buyer’s calculation of Adjusted Gross Company Product Sales for the applicable period (a “Determination Statement”) in the event Buyer believes that some or all of the amount of the Earn-Out out Payment will has not been earned by Seller pursuant to Section 2.2(c)(i) above). If, (x) after the parties are unable to mutually agree upon such calculation of Adjusted Gross Company Product Sales, or (y) after receiving the Determination Statement and prior to 10 Business Days immediately following the receipt of such statement, Seller notifies Buyer in writing (an “Earn-out Payment Dispute Notice”) that it disputes the amount of Adjusted Gross Company Product Sales as calculated by Buyer (and in such Earn-out Payment Dispute Notice states the nature of the dispute in reasonable detail, including, without limitation, Seller’s determination of the value of each of the disputed amounts or other items), and if Seller and Buyer are unable to resolve such dispute within three Business Days after receipt of the Earn-out Payment Dispute Notice by Buyer, they shall submit the dispute to the Independent Accountant. The Independent Accountant shall be increased by instructed to arbitrate the lesser of disputed Adjusted Gross Company Product Sales or item(s), as applicable, and determine the Adjusted Gross Company Product Sales for the applicable period within 10 Business Days from the date such Independent Accountant is selected. In determining the Adjusted Gross Company Product Sales, the Independent Accountant (i) shall be bound by the amount provisions of the final calculation of Accrued Income Taxes solely with respect to clause (gthis Section 2.2(c) of the definition of Accrued Income Taxes and (ii) may not assign a value to any adjustment or item greater than the product greatest value for such adjustment or item claimed by Seller or Buyer (as applicable) or less than the smallest value for such adjustment or item claimed by Seller or Buyer (as applicable). The resolution of (y) disputes by the amount Independent Accountant shall be set forth in writing and shall be final, conclusive and binding on the parties, and the determination of Adjusted Gross Company Product Sales shall become final, conclusive and binding upon the date of such resolution. Whether any dispute is resolved by agreement between Seller and Buyer or by the Independent Accountant, changes to the Determination Statement shall be made hereunder only for items as to which Seller has taken exception as provided herein. The fees and expenses of the Earn-Out Compensatory Payment (Independent Accountant, if any) required under this Section 2(c)(ii), shall be apportioned between Seller and (z) 26%Buyer to reflect the relative differences between the position asserted by Seller and Buyer with respect to each disputed adjustment or item referred to the Independent Accountant, and the resolution reached by such Independent Accountant with the party that is further from such resolution bearing a proportionately greater share of such fees and expenses. For Notwithstanding the avoidance of doubtforgoing, in the event a dispute arises between the parties as to whether a particular product sold by the Company or Buyer is a Company Product, such dispute will be resolved as nearly as possible using the forgoing method but the arbiter will be an illustrative example of the calculation of Adjusted EBITDA individual mutually agreeable to Seller and Buyer who is set forth on Exhibit B-1qualified to make a determination with respect to such dispute.

Earn-Out Payment. (a) Premier Holding shall be entitled to receive, and the Buyers agree to pay, as part of the Purchase Price to be paid to Premier Holding, the following: (i) If, during but only if, the Pre-Tax Net Income of the Acquired Companies for the twelve-month period beginning January commencing on September 1, 2022 1996 and ending on December August 31, 2022 1997 (herein referred to as the “"first Earn-Out Year") is more than US$2,750,000, an amount equal to 1.65 multiplied by the amount (if any) by which the Pre-Tax Net Income for the first Earn-Out Year exceeds US$2,750,000; (ii) If, but only if, the Pre-Tax Net Income of Acquired Companies for the twelve-month period commencing on September 1, 1997 and ending on August 31, 1998 (herein referred to as the "second Earn-Out Year") is more than US$4,000,000, an amount equal to 1.65 multiplied by the amount (if any) by which the Pre-Tax Net Income for the second Earn-Out Year exceeds US$4,000,000; and (iii) If, but only if, the Pre-Tax Net Income of Acquired Companies for the twelve-month period commencing on September 1, 1998 and ending on August 31, 1999 (herein referred to as the "third Earn-Out Year") is more than US$7,200,000, an amount equal to 1.65 multiplied by the amount (if any) by which the Pre-Tax Net Income for the third Earn-Out Year exceeds US$7,200,000. The first, second, and third Earn-Out Years are collectively referred to herein as the "Earn-Out Period”), the Group Companies achieve certain Adjusted EBITDA targets ," and individually as set forth in this Section 2.6.1 (the “an "Earn-Out Milestone”), then Buyer shall pay, or cause Year." The payments to be paidmade to Premier Holding pursuant to this Section 1.7, are collectively referred to Seller as the "Earn-Out Payments," and to the individuals set forth on Schedule 1.2(a) and Schedule 1.2(b) individually as an aggregate amount not to exceed $50,000,000 subject to the proviso in Section 2.6.1(c) (the “"Earn-Out Payment”), which shall be payable in accordance with Section 2.6.2. The Earn-Out Payment shall be calculated as follows: (a) If the Adjusted EBITDA of the Group Companies during the Earn-Out Period is less than the Earn-Out Threshold, the Earn-Out Payment shall be zero dollars ($0); and." (b) If during the Immediately following each Earn-Out PeriodYear, Buyers shall cause the Group Acquired Companies achieve an Adjusted EBITDA to prepare combined financial statements of the Acquired Companies for the twelve-month period ended on the last day of such Earn-Out Year, in strict accordance with US GAAP consistently applied and consistent with the accounting methods used by the Acquired Companies in previous periods except for such changes as may be necessary to conform with US GAAP. The combined financial statements of the Acquired Companies shall be prepared and delivered to Franklin within 45 days after the close of each Earn-Out Year. Sellers shall be given full access to the books and records of the Acquired Companies in order to prepare the combined financial statements. Such financial statements shall be reviewed or audited by Franklin and/or Buyers' Auditors. Franklin's and/or Buyers' Auditors shall make such adjustments, changes, and modifications to such financial statements as they deem appropriate and shall submit to Premier Holding for consideration and comment within 30 days of Franklin's receipt of such combined financial statements (i) equal to the reviewed or greater than audited combined financial statements of the Acquired Companies for the respective Earn-Out TargetYear, and (ii) a detailed summary of the calculation of Pre-Tax Net Income for such Earn-Out Payment shall be $50,000,000 (subject to the proviso in Section 2.6.1(c)); or (ii) less than the Earn-Out Target, but greater than the Earn-Out Threshold, the Earn-Out Payment shall be an amount equal to the product of: (A) $50,000,000 (subject to the proviso in Section 2.6.1(c)) multiplied by (B) a fraction (1) the numerator of which shall be the amount by which the Adjusted EBITDA achieved exceeds the Earn-Out Threshold Year and (2) the denominator of which shall be an amount equal to the Earn-Out Target minus the Earn-Out Threshold. (c) Notwithstanding anything to the contrary, in no event shall the Earn-Out Payment exceed $50,000,000; provided, that the amount of the Earn-Out Payment will be increased by based on such Pre-Tax Net Income. Premier Holding shall deliver any comments or objections it has concerning the lesser of (i) audited or reviewed combined financial statements or the amount of the final calculation of Accrued Pre-Tax Income Taxes solely with respect or the Earn-Out Payment to clause (g) Franklin within 60 days of the definition of Accrued Income Taxes and (ii) the product of (y) receiving such information and, if Premier Holding does not object within that period, the amount of the Earn-Out Compensatory Payment (if any) and (z) 26%. For for that Earn-Out Year shall conclusively be deemed to have been established on the avoidance day immediately following the expiration of doubt, an illustrative example that period unless Premier Holding gives written notice to Franklin that it accepts Franklin's determination of the calculation amount of Adjusted EBITDA is set forth on Exhibit B-1.the Earn-Out Payment for that Earn-Out

Earn-Out Payment. If(a) Seller shall receive, during the period beginning January 1, 2022 and ending on December 31, 2022 (the “Earn-Out Period”)as additional Purchase Price, the Group Companies achieve certain Adjusted EBITDA targets as set forth following payment, if any, determined in accordance with the terms and conditions of this Section 2.6.1 3.5 (the “Earn-Out Milestone”)the, then Buyer shall pay, or cause to be paid, to Seller and to the individuals set forth on Schedule 1.2(a) and Schedule 1.2(b) an aggregate amount not to exceed $50,000,000 subject to the proviso in Section 2.6.1(c) (the “Earn-Out Payment”)): (i) If the “gross profit” (as defined by GAAP) of the Company Group for the 2023 fiscal year of the Company Group, which shall be payable excluding any “gross profit” (as defined by GAAP) derived from the line of business and assets obtained by the Company Group pursuant to the Add-On Agreement, (as calculated in accordance with Section 2.6.2. The the Accounting Principles, consistently applied, and in all cases consistent with the historical accounting practices of the Company Group) (the “2023 Gross Profit”) is less than the 2023 Gross Profit Earn-Out Minimum Target, then no Earn-Out Payment shall be calculated as follows: payable hereunder (a) If the Adjusted EBITDA of the Group Companies during the Earn-Out Period is less than the Earn-Out Threshold, i.e. the Earn-Out Payment shall be zero dollars ($0zero); andor (bii) If during the Earn-Out Period, the Group Companies achieve an Adjusted EBITDA (i) 2023 Gross Profit is equal to or greater than the 2023 Gross Profit Earn-Out Minimum Target but less than the 2023 Gross Profit Earn-Out Target, then Purchaser shall pay to Seller, in accordance with this Section 3.5, a one-time payment of an aggregate amount equal to the sum of (A) $4,200,000 plus (B) the product of (x) 2.7388 multiplied by (y) the amount (if any) by which 2023 Gross Profit exceeds the 2023 Gross Profit Earn-Out Payment shall be $50,000,000 Minimum Target; (subject iii) If 2023 Gross Profit is equal to the proviso in Section 2.6.1(c)); or (ii) less greater than the 2023 Gross Profit Earn-Out Target, but greater than the Earnthen Purchaser shall pay to Seller, in accordance with this Section 3.5, a one-Out Threshold, the Earn-Out Payment shall be time payment of an aggregate amount equal to the product of: sum of (A) $50,000,000 8,400,000 plus (subject to B) the proviso in Section 2.6.1(c)product of (x) the product of 2.7388 multiplied by 50%, multiplied by (B) a fraction (1y) the numerator of which shall be the amount (if any) by which the Adjusted EBITDA achieved 2023 Gross Profit exceeds the 2023 Gross Profit Earn-Out Threshold and (2) the denominator of which shall be an amount equal to the Earn-Out Target minus the Earn-Out Threshold. (c) Notwithstanding anything to the contraryTarget; provided, however, that in no event shall the Earn-Out Payment exceed a maximum of $50,000,000; provided12,600,000. (b) Promptly after receipt of the audited financial statements that include the 2023 fiscal year of the Company Group (and in any event within ninety (90) days after receipt of such audited financial statements), that Purchaser shall prepare and deliver to Seller a statement setting forth Purchaser’s good faith calculation of the amount 2023 Gross Profit and a calculation of the Earn-Out Payment will based on the foregoing (such statement, a “Earn-Out Payment Initial Statement”). (c) Seller and its Representatives (including the Seller Representative) shall be increased entitled to review the Earn-Out Payment Initial Statement during the sixty (60)-day period beginning on the date Seller receives such Earn-Out Payment Initial Statement. During such sixty (60)-day period, Purchaser shall reasonably cooperate with and make reasonably available to Seller and their Representatives all information, records, data and working papers, including reasonable access relevant personnel during normal business hours, as may be reasonably requested in connection with the review of such Earn-Out Payment Initial Statement and the resolution of any disagreement related thereto; provided, that such access does not unreasonably interrupt the normal course of business of Purchaser and its Affiliates (including the Company Group); provided further that, in the event that Purchaser provides access to any such information less than five (5) days prior to the end of such sixty (60)-day period, the review period shall automatically extend for an additional ten (10) days. All access and information contemplated by this Section 3.5(c) shall be subject to the lesser terms and conditions of a non-disclosure agreement in form and substance reasonably satisfactory to Purchaser and Seller. (d) At or prior to the end of such sixty (60)-day period, Seller shall either: (i) the amount of the final deliver a notice to Purchaser confirming that no adjustments are proposed by Seller to Purchaser’s calculation of Accrued Income Taxes solely with respect to clause (g) of the definition of Accrued Income Taxes and (ii) the product of (y) the amount of the Earn-Out Compensatory Payment, in which case Purchaser’s calculation of the Earn-Out Payment as set forth in such Earn-Out Payment Initial Statement shall constitute the Earn-Out Payment, as finally determined pursuant to this Section 3.5; or (if anyii) deliver a notice to Purchaser to the effect that Seller disagrees with Purchaser’s calculation of the Earn-Out Payment and (z) 26%. For specifying in reasonable detail the avoidance nature of doubtsuch disagreement and the adjustments that, an illustrative example of in Seller’s view, should be made to the calculation of Adjusted EBITDA is the Earn-Out Payment in order to comply with this Agreement; provided, however, that if Seller fails to deliver a notice pursuant to this Section 3.5(d)(ii) within such sixty (60)-day period, then the calculation of the applicable Earn-Out Payment as set forth in the Earn-Out Payment Initial Statement shall constitute the Earn-Out Payment, as finally determined pursuant to this Section 3.5. (e) If Seller delivers a notice pursuant to Section 3.5(d)(ii) disputing Purchaser’s calculation of the Earn-Out Payment, the provisions of Section 3.4(c) shall apply mutatis mutandis to resolve such dispute and finally determine the Earn-Out Payment, except that the dispute shall be submitted to a mutually appointed independent arbitrator with no material relationships with Purchaser, Seller or any of their respective Affiliates as mutually agreed by Purchaser and Seller. (f) Within five (5) Business Days after the date upon which the Earn-Out Payment is finally determined in accordance with this Section 3.5, Purchaser shall pay to Seller, in cash by wire transfer of immediately available funds to an account designated by Seller, an amount equal to the Earn-Out Payment; provided, however, that Purchaser shall have the right to recoup and set off from and against the Earn-Out Payment any amount owed to Purchaser or any of its Affiliates by Seller under this Agreement. (g) Each of the Purchaser and the Company acknowledges that the possibility of receiving the Earn-Out Payment constitutes a material inducement for the Seller to enter into this Agreement. The Company covenants and agrees that it will comply with, and will cause the other Company Group members to comply with (to the extent applicable), and Purchaser shall cause the Company Group to comply with (to the extent applicable), the covenants and other obligations set forth in this Section 3.5 and on Exhibit B-13.5.

Earn-Out Payment. IfOn the Earn-Out Payment Date, Nobel will pay to the Shareholders (as successor to Company) an amount (the "EARN-OUT PAYMENT") equal to 2.22 multiplied by the amount, if any, by which Adjusted EBITDA (defined below) of the Acquired Center during the period beginning January 1, 2022 commencing on the Closing Date and ending on December 31, 2022 the day preceding the first anniversary of the Closing Date (the “Earn"EARN-Out Period”OUT PERIOD") exceeds Two Hundred Seventy-Two Thousand Seventy-Five Dollars ($272,075), the Group Companies achieve certain Adjusted EBITDA targets as set forth in this Section 2.6.1 (the “Earn-Out Milestone”), then Buyer . Nobel shall pay, or cause to be paid, to Seller and deliver to the individuals set forth on Schedule 1.2(a) and Schedule 1.2(b) an aggregate amount not to exceed $50,000,000 subject to Company's Agent, together with the proviso in Section 2.6.1(c) (Earn- Out payment, a report indicating the “Earn-Out Payment”)basis for the calculation of the payment made, which report shall be payable in accordance with Section 2.6.2executed by the president or chief financial officer of Nobel. The Earn-Out Payment shall will be calculated as follows: made in cash (a) If the Adjusted EBITDA of the Group Companies during the Earn-Out Period is less than the Earn-Out Threshold, or check); provided that if the Earn-Out Payment is greater than $_______, any excess over such amount shall be zero dollars paid by delivery of additional shares of shares of Nobel Common Stock ($0); and (b) If during such shares to be valued for such purpose at the Earn-Out Period, average closing price of Nobel Common Stock as reported on the Group Companies achieve an Adjusted EBITDA (i) equal to or greater than NASDAQ Small Cap Market for the Earn-Out Target, 20 trading days preceding the Earn-Out Payment shall be $50,000,000 (subject to the proviso in Section 2.6.1(c)Date); or (ii) less than the Earn-Out Target, but greater than the Earn-Out Threshold, the Earn-Out Payment shall be an amount equal to the product of: (A) $50,000,000 (subject to the proviso in Section 2.6.1(c)) multiplied by (B) a fraction (1) the numerator of which shall be the amount by which the Adjusted EBITDA achieved exceeds the Earn-Out Threshold and (2) the denominator of which shall be an amount equal to the Earn-Out Target minus the Earn-Out Threshold. (c) Notwithstanding anything to the contrary, provided further that in no event shall the Earn-Out Payment exceed $50,000,000; provided, that the amount 1,000,000 (in cash and shares). Any such additional shares of the Earn-Out Payment will Nobel Common Stock shall be increased by the lesser of (i) the amount of the final calculation of Accrued Income Taxes solely with respect deemed to clause (g) of be included in the definition of Accrued Income Taxes "Nobel Shares" for the purposes of this Agreement. Notwithstanding the foregoing, Nobel shall not be obligated to deliver such additional Nobel Shares unless and (ii) until the product of (y) Shareholders shall have delivered a representation letter as to the amount of the Earn-Out Compensatory Payment (if any) and (z) 26%. For the avoidance of doubt, an illustrative example of the calculation of Adjusted EBITDA is matters set forth on Exhibit B-1in Section 11.1.

Earn-Out Payment. If, during (a) Creative Data will be entitled to an earn-out payment if the XX Xxxxx Profit (on a stand alone basis) for the 12 month period beginning on January 1, 2022 1998 and ending on December 31, 2022 1998 (the “"Earn-Out Period”") exceeds $5,162,000 (the "CD Benchmark"). The earn-out payment will be equal to the excess of the XX Xxxxx Profit for the Earn-Out Period over the CD Benchmark, multiplied by 2.5, up to a maximum of $1,250,000. For purposes of the calculation of the earn-out payment, the XX Xxxxx Profit will be based upon the operations of Creative Data (without DB) from January 1, 1998 to the Closing Date and of the Purchaser from the Closing Date to December 31, 1998, utilizing the assets purchased from Creative Data (and not DB) and the liabilities of CD assumed hereunder and the integration plan detailed on Exhibit H hereto (the "XX Xxxxx Profit"), and the Group Companies achieve certain Adjusted EBITDA targets parties hereto acknowledge that reference to XX Xxxxx Profit in connection with a determination of the earn-out payment refers to such operations, and not the operations of the Seller after the Closing Date. Both XX Xxxxx Profit and XX Xxxxx Profit will be calculated in accordance with GAAP on a basis consistent with Seller's audited historical financial statements and Seller's 1998 budget, subject to the adjustments and modifications more particularly set forth in Section 2.6(d). The Purchaser and Vestcom shall not, without the Seller's prior written consent which shall not be unreasonably withheld or delayed and except as set forth in this Section 2.6.1 the Integration Plan or the other Schedules and Exhibits hereto, sell, merge, consolidate or otherwise transfer all or any portion of the stock of the Purchaser or all or any portion of the Purchased Assets (except in the “ordinary course of business), or otherwise engage in any transaction not in the ordinary course of business prior to expiration of the Earn-Out Milestone”)Period. Notwithstanding the grant of a security interest to Vestcom and the Purchaser to secure the indemnification obligations, then Buyer shall pay, or cause to be paid, to the Seller and the Principals agree that Vestcom and the Purchaser are under absolutely no obligation to foreclose first or to exercise any remedies in any order. It is acknowledged that due to the individuals set forth subordinated nature of the security interests, it is unlikely that Vestcom or the Purchaser would exercise those remedies first. Vestcom and the Purchaser may seek relief under the Escrow Agreement and/or directly against any or all Indemnifying Parties prior to or simultaneously with the exercise of remedies under the Security Agreement. (b) DB will be entitled to an earn-out payment if the XX Xxxxx Profit (on Schedule 1.2(aa stand-alone basis) for the Earn-Out Period exceeds $1,770,000 (the "DB Benchmark"). The earn-out payment will be equal to the excess of the XX Xxxxx Profit for the Earn-Out Period over the DB Benchmark, multiplied by 2.5, up to a maximum of $1,250,000. For purposes of the calculation of the earn-out payment, XX Xxxxx Profit will be based upon the operations of DB from January 1, 1998 to the Closing Date and of the Purchaser from the Closing Date to December 31, 1998, utilizing the assets purchased from DB (and not Creative Data) and Schedule 1.2(bthe liabilities of DB assumed hereunder and the integration plan detailed on Exhibit H hereto, and the parties hereto acknowledge that reference to XX Xxxxx Profit in connection with a determination of the earn-out payment refers to such operations, and not the operations of the Seller after the Closing Date. (c) an aggregate amount not to exceed $50,000,000 subject to The payments due under Section 2.6(a) and (b) above (collectively, the proviso in Section 2.6.1(c) (the “"Earn-Out Payment”"), which if any, shall be payable 50% in accordance with cash and 50% in unregistered shares of Vestcom Common Stock 15 days after the joint calculation contemplated in Section 2.6.22.6(d) is completed. The shares of Vestcom Common Stock, if any, issued as part of the Earn-Out Payment (the "Stock Portion") shall be issued based upon the average of the closing price of the Vestcom Common Stock for the last 30 trading days in the Earn-Out Period, as adjusted for stock dividends and stock splits, if any, between the commencement of such 30 day period and the date the Stock Portion is issued by the Parent. No fractional interest in any share of Vestcom's Common Stock shall be distributed as part of the Stock Portion, and the number of shares to be delivered to the Seller shall be rounded to the nearest whole number of shares. The Seller and the Principals acknowledge that the shares in the Stock Portion will be restricted securities under federal and state securities laws, and that they will not sell, dispose of or otherwise transfer such shares for a period of one (1) year, commencing on the earlier of (i) the date 15 days after the joint calculation contemplated by Section 2.6(d) is completed and agreed upon, or (ii) March 31, 1999. (d) The Earn-Out Payment shall be calculated as follows: (a) If the Adjusted EBITDA by mutual agreement of the Group Companies during parties within 30 days after the end of the Earn-Out Period is less than ("Calculation Period"), and shall be computed in accordance with GAAP on a basis consistent with Seller's audited financial statements and the Earn-Out Threshold, 1998 budgets submitted by Seller to the Purchaser. If the parties fail to agree upon the calculation of the Earn-Out Payment within the Calculation Period, then any differences shall be zero dollars resolved in the same manner as set forth in Section 2.4(a) hereof with respect to the Closing Balance Sheet. Intercompany transactions between the Purchaser and any other subsidiary of Vestcom shall be accounted for consistently with Vestcom's general accounting policies. Any changes in accounting after the Closing Date determined by Vestcom shall be excluded from the calculation of the Earn-Out Payment except for reasonable reserves or allowances deemed appropriate by Vestcom consistent with past practices of the Seller. The following costs and expenses shall be excluded from the calculation of XX Xxxxx Profit and XX Xxxxx Profit: (i) management fees charged and overhead allocations made by Purchaser or Vestcom with respect to the Southaven Plant; (ii) any excess costs incurred in connection with the relocation of any existing production facility into another production facility consistent with the integration plan in Exhibit H; (iii) any amortization of goodwill created by the acquisition of the Purchased Assets; (iv) any change in depreciation and/or amortization expense for equipment and/or other intangible assets owned by Seller as a result of any write-ups or write-downs in the value of such equipment or other intangible assets by Purchaser on account of the purchase of the same or otherwise; and (v) any other costs or expenses associated with, or incurred in connection with, consummating the transaction contemplated by this Agreement, including, without limitation, the aggregate, one-time, non-recurring costs paid or incurred in connection therewith. In computing the XX Xxxxx Profit, the revenue up to $0); and 780,000 from the aggregate management fees charged to DB and the revenue of up to $60,000 from leasing delivery vehicles (bboth as included in the Creative Data budget and consistent with Seller's past practices) shall be included in the calculations. If another subsidiary of Vestcom utilizes the facilities of the Purchaser during the Earn-Out Period, or if Purchaser utilizes the Group Companies achieve an Adjusted EBITDA (i) equal to or greater than facilities of Vestcom and/or any of its subsidiaries during the Earn-Out TargetPeriod, any such services shall be priced or accounted for, respectively, in accordance with the schedule attached hereto as Exhibit K. (e) The Seller and the Principals hereby grant Vestcom and the Purchaser a security interest in the entire amount of the Earn-Out Payment. Such Earn-Out Payment will secure repayment of any indemnification obligations of Seller or the Principals hereunder, and will be subject to set-off as more particularly set forth in Section 8.6. Any amount paid or issued as an Earn-Out Payment will be placed in escrow with Vestcom's attorneys pursuant to the form of escrow agreement annexed hereto as Exhibit G, to secure the Seller's and the Principals' indemnification obligations hereunder, and released (with the lien thereon) as provided in the Escrow Agreement. (f) Receipt of the Earn-Out Payment shall be $50,000,000 (by Seller is also subject to the proviso in Section 2.6.1(c)); or following: (iii) less than In the Earn-Out Targetevent that the Financial Condition (as defined below) is not satisfied as of December 31, but greater than the Earn-Out Threshold1998, the Earn-Out Payment shall be an amount equal to the product of: (A) first $50,000,000 (subject to the proviso in Section 2.6.1(c)) multiplied by (B) a fraction (1) the numerator 500,000 of which shall be the amount by which the Adjusted EBITDA achieved exceeds the Earn-Out Threshold and (2) the denominator of which shall be an amount equal to the Earn-Out Target minus the Earn-Out Threshold. (c) Notwithstanding anything to the contrary, in no event shall the Earn-Out Payment exceed $50,000,000; provided, that the amount any cash portion of the Earn-Out Payment will be increased by placed in escrow with the lesser of (i) Escrow Agent and be subject to forfeiture. If the Financial Condition is satisfied such amount will remain in escrow, but will no longer be subject to forfeiture. If the Financial Condition is not satisfied, it will remain subject to forfeiture as detailed below. In addition, the first $500,000 of the final calculation Stock Portion (valued consistently with Section 2.6(c)) shall be placed in escrow and be subject to forfeiture at the end of Accrued Income Taxes solely 1999. Furthermore, in the event that the Financial Condition is not satisfied as of December 31, 1999, such amount placed in escrow, up to $500,000 for any cash portion remaining subject to forfeiture and $500,000 for any Stock Portion, will then be forfeited. Otherwise, any amount placed in escrow and not forfeited pursuant to the terms hereof shall be released to the Seller in accordance with respect to clause (gSection 5(b) of the definition Escrow Agreement provided that no claims in excess of Accrued Income Taxes the limitations set forth in Section 8.5(a) are then pending or if said claims are pending, the amount placed in escrow over 115% of the pending claim amounts shall be released and the balance released in accordance with Section 5(c) of the Escrow Agreement. (ii) For purposes of determining the product of (y) conditions to the amount receipt of the Earn-Out Compensatory Payment as set forth in Section 2.6(f)(i) above (if any) and (z) 26%. For which the avoidance of doubt, an illustrative example parties acknowledge is necessary in order to determine the financial viability of the calculation Southaven Plant as a supplier), the following factor (the "Financial Condition") must be satisfied: (A) The Southaven Business must have positive Pre-tax income equal to 4% of Adjusted EBITDA sales (provided, however, that the foregoing shall be computed based on CEO salary of $130,000 per annum regardless of the actual compensation paid to Xxxxxxx Xxxxxxxx). If there is any dispute with respect to achievement of the Financial Condition, it shall be resolved by the methodology set forth in Section 2.4(a). The Seller shall provide Vestcom and the Purchaser throughout 1998 and 1999 with quarterly income statements and a computation of pre-tax income as a percentage of sales within 20 days after the end of each fiscal quarter of the Southaven Business and such other financial statements as Vestcom and the Purchaser may reasonably request. (iii) If Southaven defaults on its supply agreement with Vestcom's finishing centers, any damages, loss, excess costs or lost profits arising therefrom may be set-off (in the manner set forth in Section 8.7 hereof) by Vestcom or the Purchaser against the Earn-Out Payment. (iv) The form of Escrow Agreement is annexed hereto as Exhibit B-1G. Any interest earned on the funds placed in escrow will remain in escrow to secure the indemnification obligations hereunder and thereunder, and will be released in accordance with the terms thereof.

Earn-Out Payment. If(a) Following the Closing, during the period beginning January 1, 2022 and ending on December 31, 2022 (the “Earn-Out Period”), the Group Companies achieve certain Adjusted EBITDA targets as set forth in this Section 2.6.1 (the “Earn-Out Milestone”), then Buyer Seller shall pay, or cause be entitled to be paid, to Seller and to the individuals set forth on Schedule 1.2(a) and Schedule 1.2(b) receive an aggregate amount not to exceed $50,000,000 subject to the proviso in Section 2.6.1(c) additional cash payment (the “Earn-Out Payment”) of (i) if the aggregate Adjusted EBITDA of the Business for the Reference Period is greater than or equal to One Hundred Twenty Seven Million Five Hundred Thousand Dollars ($127,500,000) but less than One Hundred Seventy Two Million Dollars ($172,000,000), which then Forty-Five Million Dollars ($45,000,000) and (ii) if the aggregate Adjusted EBITDA of the Business for the Reference Period is greater than or equal to One Hundred Seventy Two Million Dollars ($172,000,000) (the “EBITDA Target”), then Seventy Million Dollars ($70,000,000). Purchaser shall be payable deliver to Seller (or to any Affiliate of Seller designated by Seller) by wire transfer, to an account or accounts designated by Seller (or by such Affiliate), immediately available funds in accordance with Section 2.6.2. The an amount equal to the Earn-Out Payment shall be calculated as follows: within three (a3) If Business Days of the final determination of the Adjusted EBITDA of the Group Companies during Business for the Reference Period and the Earn-Out Period is less than Payment pursuant to Section 2.12. (b) From and after the Closing and until the completion of the Reference Period, Purchaser covenants and agrees that Purchaser shall, and shall cause its Affiliates (including the Purchased Companies and their Subsidiaries) to (i) operate the Business and the Purchased Companies and their Subsidiaries in good faith and not take any action or fail to take any action with the purpose of avoiding or reducing the Earn-Out ThresholdPayment payable to Seller hereunder; (ii) operate the Business and the Purchased Companies and their Subsidiaries in substantially the same manner as Purchaser and its Affiliates would if all of the benefits and costs related to such operation (including the Earn-Out Payment) were for the sole benefit and account of Purchaser; and (iii) maintain separate records for the Business so as to enable Purchaser to prepare the Earn-Out Payment Statement and calculate the Earn-Out Payment accurately and correctly (and for Seller to review the same) and in accordance with Section 2.11 and this Section 2.12. The right of Seller to receive any Earn-Out Payment Amount is solely a contractual right (and not a fiduciary relationship) between Purchaser and Seller. For the avoidance of doubt, the Earn-Out Payment shall be zero dollars ($0); and (b) If during the Earn-Out Periodconsidered a component of purchase price, the Group Companies achieve an Adjusted EBITDA (i) equal to or greater than the Earn-Out Target, the Earn-Out Payment shall be $50,000,000 (subject to the proviso in Section 2.6.1(c)); or (ii) less than the Earn-Out Target, but greater than the Earn-Out Threshold, the Earn-Out Payment shall be an amount equal to the product of: (A) $50,000,000 (subject to the proviso in Section 2.6.1(c)) multiplied by (B) a fraction (1) the numerator of which shall be the amount by which the Adjusted EBITDA achieved exceeds the Earn-Out Threshold including for tax and (2) the denominator of which shall be an amount equal to the Earn-Out Target minus the Earn-Out Thresholdaccounting purposes. (c) Notwithstanding anything to the contrary, in no event shall the Earn-Out Payment exceed $50,000,000; provided, that the amount of the Earn-Out Payment will be increased by the lesser of (i) the amount of the final calculation of Accrued Income Taxes solely with respect to clause (g) of the definition of Accrued Income Taxes and (ii) the product of (y) the amount of the Earn-Out Compensatory Payment (if any) and (z) 26%. For the avoidance of doubt, an illustrative example of the calculation of Adjusted EBITDA is set forth on Exhibit B-1.

Earn-Out Payment. If, (a) In the event that the EBITDA attributable to the Business during the period beginning January 1, 2022 and ending on December 31, 2022 (the “Earn-Out Period”), the Group Companies achieve certain Adjusted EBITDA targets Interval (as set forth in this Section 2.6.1 (the “Earn-Out Milestone”)defined below) is greater than $596,000, then Buyer shall pay, or cause the Company will be entitled to be paid, receive a contingent payment of up to Seller and to the individuals set forth on Schedule 1.2(a) and Schedule 1.2(b) an aggregate amount not to exceed One Million Five Hundred Thousand Dollars ($50,000,000 subject to the proviso in Section 2.6.1(c1,500,000) (the “"Earn-Out Payment”") in accordance with the provisions of this Section 2.8. (b) The Earn-Out Payment (if any) shall be made with respect to the period from April 27, 2001, through April 27, 2002 (the "Earn-Out Interval"), which shall and will be payable paid in accordance with Section 2.6.22.8(i) upon the final determination of the Earn-Out Statement for the Earn-Out Interval. (c) As used in this Section 2.8, (A) the "Base EBITDA" shall be $596,000, (B) the "EBITDA Target" shall be $970,000, and (B) the "Over-Achievement EBITDA Target" shall be $1,212,500. The Earn-Out Payment shall be calculated as follows: (ai) If the Adjusted EBITDA of the Group Companies during if the Earn-Out Period is less than Statement (as defined below) shows that the EBITDA attributable to the Business with respect to the Earn-Out ThresholdInterval (the "Actual EBITDA") is less than Base EBITDA, then no Earn-Out Payment shall be payable to the Company; or (ii) if the Earn-Out Statement shows that Actual EBITDA is greater than the Base EBITDA but less than or equal to the EBITDA Target, then the Earn-Out Payment payable to the Company shall be equal to $1,200,000 multiplied by a fraction, (x) the numerator of which equals Actual EBITDA, and (y) the denominator of which equals the EBITDA Target; or (iii) if the Earn-Out Statement shows that Actual EBITDA is greater than the EBITDA Target but less than or equal to the Over-Achievement EBITDA Target, then the Earn-Out Payment payable to the Company shall be equal to (A) $1,200,000 plus (B) $300,000 multiplied by a fraction, (x) the numerator of which equals Actual EBITDA, and (y) the denominator of which equals the Over-Achievement EBITDA Target; or (iv) if the Earn-Out Statement shows that Actual EBITDA is greater than the Over-Achievement EBITDA Target, then the Earn-Out Payment payable to the Company shall equal $1,500,000. Under no circumstance shall the Earn-Out Payment be greater than $1,500,000. (d) Any amount or calculation to be made in connection with the Earn-Out Payment shall be zero dollars ($0); and (b) If during the Earn-Out Period, the Group Companies achieve an Adjusted EBITDA (i) equal to determined or greater than the Earn-Out Target, the Earn-Out Payment shall made in accordance with GAAP. All accounting entries will be $50,000,000 (subject to the proviso in Section 2.6.1(c)); or (ii) less than the Earn-Out Target, but greater than the Earn-Out Threshold, the Earn-Out Payment shall made regardless of their amount and all detected errors and omissions will be an amount equal to the product of: (A) $50,000,000 (subject to the proviso in Section 2.6.1(c)) multiplied by (B) a fraction (1) the numerator corrected regardless of which shall be the amount by which the Adjusted EBITDA achieved exceeds the Earn-Out Threshold and (2) the denominator of which shall be an amount equal to the Earn-Out Target minus the Earn-Out Thresholdtheir materiality. (ce) Notwithstanding anything to Within forty-five (45) days following the contrary, in no event shall the Earn-Out Payment exceed $50,000,000; provided, that the amount end of the Earn-Out Payment will be increased by Interval, the lesser of (i) the amount Purchaser shall, at its expense, conduct a financial review of the final calculation of Accrued Income Taxes solely Purchaser (and if applicable, its Affiliates) attributable to the Business, and in connection with respect to clause (g) of the definition of Accrued Income Taxes and (ii) the product of (y) the amount of the Earn-Out Compensatory Payment (if any) and (z) 26%. For the avoidance of doubtsuch review, an illustrative example of the calculation of Adjusted EBITDA is set forth on Exhibit B-1.shall prepare a