Common use of Earn-Out Payment Clause in Contracts

Earn-Out Payment. In addition, Senetek shall be entitled to earn, and if earned, Valeant shall pay Senetek, an earn out payment (the “Earn Out Payment”) as follows: (a) Senetek shall be entitled to receive the Earn Out Payment, and Valeant shall be obligated to pay Senetek the Earn Out Payment, only if Valeant receives in excess of XXXXXXXXXX in Net Royalties during the Earn Out Period. (b) If Valeant receives in excess of XXXXXXXXXX in Net Royalties during the Earn Out Period (the amount of any such excess Net Royalties being hereinafter referred to as the “Excess Royalties”), then Valeant shall pay Senetek as the Earn Out Payment: (i) XXX of the first XXXXXXXXX of Excess Royalties received during the Earn Out Period; and (ii) XXX of any additional Excess Royalties received during the Earn Out Period. (c) The Earn Out Payment, if any, shall be paid in one or more quarterly installments. The timing and amount of each such quarterly installment shall depend on when and in what amounts the Excess Royalties are received. Within thirty (30) days following the last day of any calendar quarter during the Earn Out Period within which any Excess Royalties are received, Valeant shall pay Senetek the accrued portion, if any, of the Earn Out Payment then due. (d) Either Party may, upon written notice to the other Party, request an independent audit and determination of the Earn Out Payment calculation with respect to any completed calendar quarter during the Earn Out Period (each such calendar quarter being hereinafter referred to as an “Audited Quarter”); provided that the Party requesting the audit provide such written request to the other Party within 12 months following the last day of the Audited Quarter. In the event that an audit is requested in accordance herewith, the Parties shall select an independent public accounting firm (the “Auditor”) to perform the audit, and each Party shall cooperate fully in the audit and shall bear one-half of the Auditors fees and expenses. The Auditor’s determination of the Earn Out Payment for the Audited Quarter shall be final and binding on both Parties, and within 10 days following the Parties’ receipt of the Auditor’s determination, each Party agrees that it will make whatever payment to the other Party is required, if any, to cause the Earn Out Payment made with respect to the Audited Quarter, if any, to equal the Earn Out Payment for such Audited Quarter as determined by the Auditor. (e) For purposes hereof, (i) the term “Earn Out Period” shall mean the five year period commencing on the Effective Date and ending on December 31, 2011, and (ii) the term “Net Royalties” shall mean the total royalties paid to Valeant under the Existing License Agreements with respect to the Earn Out Period (whether received directly from the licensees or from Senetek in accordance with this Agreement), less any credits or refunds required to be given or paid by Valeant with respect thereto.

Earn-Out Payment. In addition(i) For the purposes of this Agreement, Senetek the "EARN-OUT PAYMENT" shall be entitled to earn, mean one and if earned, Valeant shall pay Senetek, an earn out payment one-half percent (1 1/2%) of the “Earn Out Payment”) as follows: (a) Senetek shall be entitled to receive the Earn Out Payment, and Valeant shall be obligated to pay Senetek the Earn Out Payment, only if Valeant receives Total Annual Net Sales in excess of XXXXXXXXXX in Net Royalties U.S. $64,900,000. An Earn-Out Payment shall be payable to each Earn-Out Payee within ninety (90) days of the end of each fiscal year of the Subject Companies during the Earn Earn-Out Period. For example, if such Total Annual Net Sales for a fiscal year are U.S. $65,900,000, each Earn-Out Payee shall receive U.S. $15,000. (b) If Valeant receives in excess of XXXXXXXXXX in Net Royalties during the Earn Out Period (the amount of any such excess Net Royalties being hereinafter referred to as the “Excess Royalties”), then Valeant shall pay Senetek as the Earn Out Payment: (i) XXX of the first XXXXXXXXX of Excess Royalties received during the Earn Out Period; and (ii) XXX Total Annual Net Sales shall be calculated on the basis of any additional Excess Royalties received during invoiced currency, which if not U.S. dollars, shall be converted to U.S. dollars in accordance with GAAP, using the Earn Out Periodconversion rate and methodology utilized in the preparation of Buyer's financial statements. (ciii) The Earn Out Payment, if any, shall be paid in one or more quarterly installments. The timing and Buyer will determine the amount of each such quarterly installment shall depend on when and in what amounts the Excess Royalties are received. Within thirty (30) days following the last day of any calendar quarter during the Earn Earn-Out Period within which any Excess Royalties are received, Valeant shall pay Senetek the accrued portion, if any, of the Earn Out Payment then due. (d) Either Party may, upon written notice to the other Party, request an independent audit and determination of the Earn Out Payment calculation Payments with respect to any completed calendar quarter each fiscal year during the Earn Earn-Out Period Period, which determination will be reviewed by the independent accountant of the Subject Companies. No later than ninety (90) days after the end of each such calendar quarter being hereinafter referred to as an “Audited Quarter”); provided that fiscal year of the Party requesting Subject Companies during the audit provide such written request Earn-Out Period, Buyer will deliver to the other Party within 12 months following the last day of the Audited Quarter. In the event that an audit is requested in accordance herewith, the Parties shall select an independent public accounting firm (the “Auditor”) to perform the audit, and each Party shall cooperate fully in the audit and shall bear oneEarn-half of the Auditors fees and expenses. The Auditor’s determination of the Earn Out Payment for the Audited Quarter shall be final and binding on both Parties, and within 10 days following the Parties’ receipt of the Auditor’s determination, each Party agrees that it will make whatever payment to the other Party is required, if any, to cause the Earn Out Payment made with respect to the Audited Quarter, if any, to equal the Earn Out Payment for such Audited Quarter as determined by the Auditor. (e) For purposes hereof, Payees (i) a certificate (the term “Earn "EARN-OUT CERTIFICATE") setting forth Buyer's calculation of the Earn-Out Period” shall mean the five year period commencing on the Effective Date and ending on December 31, 2011Payments for such fiscal year, and (ii) the term “Earn-Out Payments payable to each Earn-Out Payee as reflected on the Earn-Out Certificate. Buyer will maintain, or cause the Subject Companies to maintain, complete and accurate books of account and records of the Subject Companies during the Earn-Out Period as is necessary to compute Total Annual Net Royalties” Sales under this Agreement. The Earn-Out Payees and their representatives shall mean have the total royalties paid right, at reasonable times during business hours, to Valeant under inspect, audit and make extracts from all of the Existing License Agreements records, files and books of the Subject Companies relating to the Earn-Out Payment (the "EARN-OUT RECORDS") for the purposes of verifying the amount of the consideration payable pursuant to this Section 2.3. All Earn-Out Records shall be subject to the confidentiality restrictions of the Restricted Parties set forth in Section 6.4, and each representative of the Earn-Out Payees who examines the Earn-Out Records shall agree in advance to be bound thereby. (iv) The Earn-Out Payees shall have thirty (30) days from the receipt of the Earn-Out Payment to notify Buyer if they dispute the amount of the Earn-Out Payment. If Buyer has not received notice of any such dispute within such 30-day period, the Earn-Out Payment shall be final. If the Earn-Out Payees wish to dispute the amount of the Earn-Out Payment, then prior to the end of such thirty-day period, the Earn-Out Payees shall deliver to Buyer a notice (the "EARN-OUT DISPUTE NOTICE") of any disagreement with respect to the Earn calculation of the Earn-Out Period Payment setting forth the amount or amounts in dispute and the basis therefor. If the Earn-Out Payees have delivered notice of such a dispute to Buyer within such 30-day period, Buyer and the Earn-Out Payees shall negotiate in good faith for a period of thirty (whether received directly 30) days from the licensees or from Senetek receipt of the Earn-Out Dispute Notice. If the parties are unable to resolve the dispute within such thirty (30) day period, Buyer and the Earn-Out Payees shall select an independent accounting firm that has not represented any of the parties hereto within the preceding two (2) years and is one of the five largest accounting firms in accordance with this Agreement)the United States (the "NEW ACCOUNTING FIRM") to review the amount of the disputed Earn-Out Payment to determine the amount, less any credits or refunds required to be given or paid by Valeant with respect thereto.if any, that the Earn-Out Payment is in error. The New Accounting Firm shall make its

Earn-Out Payment. In addition, Senetek shall be entitled Subject to earn, and if earned, Valeant shall pay Senetek, an earn out payment (the “Earn Out Payment”) as follows: (a) Senetek shall be entitled to receive the Earn Out Payment, and Valeant shall be obligated to pay Senetek the Earn Out Payment, only if Valeant receives in excess of XXXXXXXXXX in Net Royalties during the Earn Out Period. (b) If Valeant receives in excess of XXXXXXXXXX in Net Royalties during the Earn Out Period (the amount of any such excess Net Royalties being hereinafter referred to as the “Excess Royalties”), then Valeant shall pay Senetek as the Earn Out PaymentSection 9.6: (i) XXX Within ten Business Days of the first XXXXXXXXX final calculation of Excess Royalties received during the Earn 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 pay to Sellers the 2015 Earn-Out Period; andAmount, if any. Fifty percent of the 2015 Earn-Out Amount shall be payable by the Company in cash, and fifty percent of the 2015 Earn-Out Amount shall paid by issuance to Sellers of an aggregate number of validly issued, fully paid and non-assessable shares of Issuer Common Stock determined 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) XXX Within 10 Business Days of any additional Excess Royalties received during the Earn final calculation of the EBITDA of the Acquired Companies for the fiscal year ending December 31, 2016 (the “2016 EBITDA”) in accordance with Section 2.5(a), the Company shall pay to Sellers the 2016 Earn-Out Period. Amount, if any. Fifty percent of the 2016 Earn-Out Amount shall be payable by the Company in cash, and fifty percent of the 2016 Earn-Out Amount shall paid by issuance to Sellers of an aggregate number of validly issued, fully paid and non-assessable shares of Issuer Common Stock determined by dividing (cA) the 2016 Earn-Out Amount multiplied by 0.5 by (B) the Closing Stock Price. The Earn cash portion of the 2016 Earn-Out PaymentAmount, if any, shall be if not paid in one or more quarterly installments. The timing and amount of each such quarterly installment shall depend on when and in what amounts the Excess Royalties are received. Within thirty (30) days following the last day of any calendar quarter during the Earn Out Period full within which any Excess Royalties are received, Valeant shall pay Senetek the accrued portion, if any, ten Business Days of the Earn 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 then dueAmount. (diii) Either Party may, upon written notice Any payments by Buyer to Sellers under this Section 2.4(b) shall be made to the account(s) specified in Payment Instructions delivered by Sellers’ Representative to Buyer no later than three Business Days prior to the date of such payment. Buyer is authorized and entitled to rely absolutely and without any duty of investigation on the Payment Instructions, and shall have no liability or obligation whatsoever to any Seller or any other Party, request an independent audit and determination Person for any calculations in the allocation of any portion of the Earn Out Payment calculation with respect consideration to any completed calendar quarter during the Earn Out Period (each such calendar quarter being hereinafter referred to as an “Audited Quarter”); provided that the Party requesting the audit provide such written request to the other Party within 12 months following the last day of the Audited Quarter. In the event that an audit is requested in accordance herewith, the Parties shall select an independent public accounting firm (the “Auditor”) to perform the audit, and each Party shall cooperate fully be paid hereunder or errors set forth in the audit and shall bear one-half of the Auditors fees and expenses. The Auditor’s determination of the Earn Out Payment for the Audited Quarter shall be final and binding on both Parties, and within 10 days following the Parties’ receipt of the Auditor’s determination, each Party agrees that it will make whatever payment to the other Party is required, if any, to cause the Earn Out Payment made with respect to the Audited Quarter, if any, to equal the Earn Out Payment for such Audited Quarter as determined by the AuditorInstructions. (e) For purposes hereof, (i) the term “Earn Out Period” shall mean the five year period commencing on the Effective Date and ending on December 31, 2011, and (ii) the term “Net Royalties” shall mean the total royalties paid to Valeant under the Existing License Agreements with respect to the Earn Out Period (whether received directly from the licensees or from Senetek in accordance with this Agreement), less any credits or refunds required to be given or paid by Valeant with respect thereto.

Earn-Out Payment. In addition(a) Subject to the applicable Earn Out Cap (as defined below), Senetek shall as part of the Post-Closing Merger Consideration, the Stockholders will be entitled to earn, and if earned, Valeant shall pay Senetek, an earn out payment (each an “Earn Out Payment” and, collectively, the “Earn Out PaymentPayments”) as follows: if the Company, the Surviving Corporation, or any Affiliate of Parent enters into an agreement with (a1) Senetek shall *, (2) *, (3) *, (4) *, (5) *, (6) *, (7) *, or (8) *, in each case for the operation and/or management of any of its correctional facilities (each an “Earn Out Agreement”) at any time during the period commencing upon execution of this Agreement and ending six months after the Effective Time (the “Qualification Period”); provided, however, that solely with respect to *, the Stockholders will not be entitled to receive receive, and neither Parent nor its Affiliates will be obligated to pay, any Earn Out Payment if * issues a request for proposal to any one or more Persons prior to or during the Qualification Period. Promptly upon executing an Earn Out Agreement during the Qualification Period, either the Company or Parent, as the case may be, shall deliver to Parent or the Stockholder Representative, respectively, written notice setting forth the terms and conditions of such Earn Out Agreement. The amount of each Earn Out Payment shall be as follows: (x) for an Earn Out Agreement with *, *, *, *, *, * or *, the Earn Out PaymentEBITDA, and Valeant shall be obligated to pay Senetek the (y) for an Earn Out PaymentAgreement with *, only if Valeant receives the * EBITDA; provided, however, that in excess no event shall the * Redacted to preserve confidential information of XXXXXXXXXX in Net Royalties during the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. Earn Out PeriodPayment for each of *, *, *, *, *, *, * and * exceed $1,600,000, $150,000, $300,000, $750,000, $600,000, $100,000, $100,000 and $500,000, respectively (each an “Earn Out Cap” and collectively, the “Earn Out Caps”). (b) If Valeant receives in excess Within 30 days after the last day of XXXXXXXXXX in Net Royalties during the Earn Out Period (the amount with respect to each of any such excess Net Royalties being hereinafter referred to as the “Excess Royalties”), then Valeant shall pay Senetek as the Earn Out Payment: (i) XXX of Agreements, Parent shall deliver to the first XXXXXXXXX of Excess Royalties received during Stockholder Representative a written notice setting forth the Earnout EBITDA for such Earn Out Period; and Agreement (ii) XXX of any additional Excess Royalties received during the each an “Earn Out PeriodNotice”). (c) The Upon receipt of an Earn Out Notice, the Stockholder Representative shall have 15 days in which to object in writing to Parent with respect to Parent’s calculation of the Earnout EBITDA for such Earn Out Agreement (an “Earn Out Dispute”). In the event the Stockholder Representative fails to deliver to Parent a timely Earn Out Dispute, the Parent’s calculation of such Earnout EBITDA, as set forth in the Earn Out Notice, shall be deemed final, conclusive and binding on all parties hereto. In the event the Stockholder Representative delivers a timely Earn Out Dispute, then the Stockholder Representative and Parent shall negotiate in good faith and attempt to resolve their disagreement on the calculation of such Earnout EBITDA. If such negotiations fail to result in an agreement on the calculations of the Earnout EBITDA within 30 days after delivery of the Earn Out Dispute, then the matter shall be submitted to Neutral Auditors selected in the manner described in Section 3.4(b). (d) No later than 30 days after the Neutral Auditors receive the Earn Out Dispute, the Neutral Auditors shall deliver to the Stockholder Representative and Parent a written determination of the applicable Earnout EBITDA (such determination to be based solely on information provided to the Neutral Auditors by the Stockholder Representative and Parent, or their respective Affiliates, and the definition of Earnout EBITDA in the Glossary attached as Exhibit A), which determination will be final, binding and conclusive on the parties. All fees and expenses relating to the engagement of the Neutral Auditors shall be paid 50% by Parent and 50% from the Stockholder Defense Fund. (e) Subject to the applicable Earn Out Cap and Section 3.9(g), each Earn Out Payment (other than an Earn Out Payment with respect to an Earn Out Agreement with *), if any, shall be paid by Parent by wire transfer of immediately available funds within 30 days following the delivery of the Earn Out Notice either to (i) the Stockholder Representative if such Earn Out Payment is less than or equal to $100,000, to be held in accordance with the Stockholder Defense Fund Agreement, or (ii) the Paying Agent if such Earn Out Payment is greater than $100,000, whereupon the Paying Agent shall immediately disburse the * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. Proportionate Shares of such Earn Out Payment to the Stockholders who have surrendered their Certificates in connection with Section 3.1 and the holders of the Eligible Terminated Options; provided, however, that in the event the Stockholder Representative delivers a timely Earn Out Dispute with regard to such Earn Out Payment, any payment shall be due ten days after agreement on, or final, binding and conclusive resolution of the dispute regarding, the calculation of the applicable Earnout EBITDA. (f) Subject to the applicable Earn Out Cap and Section 3.9(g), the Earn Out Payment with respect to an Earn Out Agreement with *, if any, shall be paid by Parent by wire transfer of immediately available funds within 30 days following the delivery of the Earn Out Notice as follows: (i) if such Earn Out Payment is less than or equal to $200,000, then 50% of such Earn Out Payment to the Stockholder Representative to be held in accordance with the Stockholder Defense Fund Agreement and the remaining 50% of such Earn Out Payment to the Escrow Agent to be held in accordance with the Escrow Agreement, or (ii) if such Earn Out Payment is greater than $200,000, then 50% of such Earn Out Payment to the Escrow Agent to be held in accordance with the Escrow Agreement and the remaining 50% of such Earn Out Payment to the Paying Agent, whereupon the Paying Agent shall immediately disburse the Proportionate Shares of such amount to the Stockholders who have surrendered their Certificates in connection with Section 3.1 and the holders of the Eligible Terminated Options; provided, however, that in the event the Stockholder Representative delivers a timely Earn Out Dispute with regard to such Earn Out Payment, any payments to the Stockholder Representative, the Escrow Agent and the Paying Agent, as the case may be, shall be due ten days after agreement on, or final, binding and conclusive resolution of the dispute regarding, the calculation of the * EBITDA. (g) In order to help preserve the opportunity for the Stockholders to maximize the Earn Out Payments, Parent agrees to employ or retain as an independent contractor (or cause the Surviving Corporation to employ or retain as an independent contractor) * for a minimum of not less than six months after the Closing Date. If and to the extent that the Stockholders are entitled to receive any Earn Out Payments pursuant to this Section 3.9, Parent agrees to pay (or cause the Surviving Corporation to pay) three percent of the gross amount of each Earn Out Payment (subject to any applicable statutory payroll deductions) to * as a bonus (with respect to each Earn Out Payment, if any, the “* Bonus”); provided, however, that * shall only be entitled to receive any such * Bonus if he is employed or retained as an independent contractor by Parent or the Surviving Corporation on the date the Earn Out Agreement to which such * Bonus relates is entered into by the Company, the Surviving Corporation or an Affiliate of Parent. Any such * Bonus shall be paid in one on or more quarterly installments. The timing and amount of each such quarterly installment shall depend on when and in what amounts about the Excess Royalties are received. Within thirty (30) days following time that the last day of any calendar quarter during the applicable Earn Out Period within which any Excess Royalties are received, Valeant Payment is made and shall pay Senetek reduce on a dollar for dollar basis the accrued portion, if any, amount of the Earn Out Payment then due. (d) Either Party may, upon written notice that would have * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. otherwise been paid to the other Party, request an independent audit and determination of the Earn Out Payment calculation with respect to any completed calendar quarter during the Earn Out Period (each such calendar quarter being hereinafter referred to as an “Audited Quarter”); provided that the Party requesting the audit provide such written request to the other Party within 12 months following the last day of the Audited Quarter. In the event that an audit is requested in accordance herewithPaying Agent, the Parties shall select an independent public accounting firm (Escrow Agent or the “Auditor”) to perform the audit, and each Party shall cooperate fully in the audit and shall bear one-half of the Auditors fees and expenses. The Auditor’s determination of the Earn Out Payment for the Audited Quarter shall be final and binding on both Parties, and within 10 days following the Parties’ receipt of the Auditor’s determination, each Party agrees that it will make whatever payment to the other Party is required, if any, to cause the Earn Out Payment made with respect to the Audited Quarter, if any, to equal the Earn Out Payment for such Audited Quarter as determined by the Auditor. (e) For purposes hereof, (i) the term “Earn Out Period” shall mean the five year period commencing on the Effective Date and ending on December 31, 2011, and (ii) the term “Net Royalties” shall mean the total royalties paid to Valeant under the Existing License Agreements with respect to the Earn Out Period (whether received directly from the licensees or from Senetek Stockholder Representative in accordance with Section 3.9(e). Notwithstanding the first sentence of this AgreementSection 3.9(g), less Parent or its Affiliates may terminate *’s employment or retention as an independent contractor at any credits time for Cause. The parties acknowledge and agree that this Section 3.9(g) does not nor is it intended to create any third-party beneficiary rights for * or refunds required to be given or paid by Valeant with respect theretoany other Person.

Earn-Out Payment. In additionFollowing the NESR Closing Date, Senetek NESR shall make the following payments, according to the following terms and subject to the satisfaction of the following conditions, in cash and/or in Equity Stock to be paid or issued or transferred by NESR to the Selling Stockholders. (a) Cash Earn-Out. The Selling Stockholders shall receive an amount in cash equal to $7,572,444 as additional consideration for the NESR Company Shares (“Cash Earn-Out”) upon, and subject to, any member of the Group entering into, renewing or extending any agreement(s) (the “Renewed Contract”) with the Saudi Arabian Oil Company or any of its Affiliates on materially the same terms as the Saudi Aramco Contract 6600032564 for Cementing & Other Oilfield Services (as supplemented and/or modified by the Saudi Aramco Pricing Letter) (the “Existing Contract”) to which the Company is a party as of the date hereof (the “Cash Earn-Out Condition”), provided that the Cash Earn-Out Condition shall (and shall be deemed to) be satisfied to the extent that the Renewed Contract is not entered into as a result of any transaction contemplated by this Agreement or anything done by NESR or anything done or omitted to be done before NESR Closing pursuant to and in compliance with this Agreement or otherwise at the request in writing or with the approval in writing of NESR. For the purposes of this Section 2.9(a), the Renewed Contract shall be deemed to be on materially the same terms as the Existing Contract unless any of the Saudi Aramco Services have not been included in the Renewed Contract or there occurs a Saudi Aramco Material Price Reduction. The Cash Earn-Out will be paid within 10 days of the satisfaction of the Cash Earn-Out Condition and allocated to the Selling Stockholders as set forth in column (6) of Part 1 of Exhibit A. (b) Equity Stock Earn-Out. The Reinvesting Selling Stockholders shall be entitled to earn, and if earned, Valeant shall pay Senetek, an earn out payment up to two issuances of Equity Stock (the “Earn Out Payment”) as follows: (a) Senetek shall be entitled to receive the Earn Out Payment, and Valeant shall be obligated to pay Senetek the Earn Out Payment, only if Valeant receives in excess of XXXXXXXXXX in Net Royalties during the Earn Out Period. (b) If Valeant receives in excess of XXXXXXXXXX in Net Royalties during the Earn Out Period (the amount of any such excess Net Royalties being hereinafter referred to as the “Excess RoyaltiesStock Earn-Outs”), then Valeant which shall pay Senetek as constitute distributions of NESR stock valued at $10 per share, on the Earn Out Payment:following terms and if the following conditions are met. Each of the Stock Earn-Outs shall be allocated to the Reinvesting Selling Stockholders in their Reinvestment Proportion. (i) XXX of First Equity Stock Earn-Out. NESR shall issue or transfer to the first XXXXXXXXX of Excess Royalties received during Reinvesting Selling Stockholders the Earn First EBITDA Earn-Out Period; and Equity Stock (ii) XXX as defined by this Section, credited as fully paid and free and clear of any additional Excess Royalties received during Liens and Encumbrances) if the Earn Out Period. (c) The Earn Out Payment2018 NESR EBITDA is greater than $157 million. For the purpose of clarity, if any, shall the 2018 NESR EBITDA is less than or equal to $157 million then the First EBITDA Earn-Out Equity Stock will not be paid in one issued or more quarterly installments. The timing and amount of each such quarterly installment shall depend on when and in what amounts transferred as the Excess Royalties are received. Within thirty calculated multiple will be less than or equal to 0 (30) days following the last day of any calendar quarter during the Earn Out Period within which any Excess Royalties are received, Valeant shall pay Senetek the accrued portion, if any, of the Earn Out Payment then due. (d) Either Party may, upon written notice to the other Party, request an independent audit and determination of the Earn Out Payment calculation with respect to any completed calendar quarter during the Earn Out Period (each such calendar quarter being hereinafter referred to as an “Audited Quarter”zero); provided that the Party requesting the audit provide such written request to the other Party within 12 months following the last day of the Audited Quarter. In the event that an audit the 2018 NESR EBITDA is requested in accordance herewithgreater than $157 million, then the Parties Reinvesting Selling Stockholders shall select an independent public accounting firm be issued or transferred Equity Stock equal to the quotient of the First EBITDA Earn-Out Amount and $10 per share of Equity Stock subject to a maximum cap of 1,671,704 shares of Equity Stock (the “AuditorFirst EBITDA Earn-Out Equity Stock”) to perform the audit, and each Party shall cooperate fully in the audit and shall bear one-half of the Auditors fees and expenses). The Auditor’s determination of the Earn “First EBITDA Earn-Out Payment for the Audited Quarter shall be final and binding on both Parties, and within 10 days following the Parties’ receipt of the Auditor’s determination, each Party agrees that it will make whatever payment to the other Party is required, if any, to cause the Earn Out Payment made with respect to the Audited Quarter, if any, to equal the Earn Out Payment for such Audited Quarter as determined by the Auditor. (e) For purposes hereof, (i) the term “Earn Out PeriodAmount” shall mean the five year period commencing on the Effective Date and ending on December 31, 2011, and be: (ii2018 NESR EBITDA – 157)/(166-157) the term “Net Royalties” shall mean the x (0.80 x {Equity Stock percentage of total royalties paid Consideration i.e. 24.88% as attributed to Valeant under the Existing License Agreements with respect to the Earn Out Period (whether received directly from the licensees or from Senetek in accordance with this Agreement), less any credits or refunds required to be given or paid by Valeant with respect theretoSection 2.2(a)(ii)}x $84,000,000.

Earn-Out Payment. In addition, Senetek shall be entitled to earn, and if earned, Valeant shall pay Senetek, an earn out payment (the “Earn Out Payment”) as follows: (a) Senetek As additional Purchase Price for the Shares, Buyer shall be entitled pay to receive Seller with respect to each Calculation Period an amount, if any (each, an “Earn-out Payment”), equal to the Earn Out PaymentNet Profits (defined below) of the Company Parties during the applicable Calculation Period; provided, and Valeant that in no event shall Buyer be obligated to pay Senetek the Earn Seller Earn-Out Payment, only if Valeant receives in excess of XXXXXXXXXX in Net Royalties during the Earn Out Period. Payments exceeding five million dollars (b$5,000,000) If Valeant receives in excess of XXXXXXXXXX in Net Royalties during the Earn Out Period (the amount of any such excess Net Royalties being hereinafter referred to as the “Excess Royalties”), then Valeant shall pay Senetek as the Earn Out Payment: (i) XXX of the first XXXXXXXXX of Excess Royalties received during the Earn Out Period; and (ii) XXX of any additional Excess Royalties received during the Earn Out Period. (c) The Earn Out Payment, if any, shall be paid in one or more quarterly installments. The timing and amount of each such quarterly installment shall depend on when and in what amounts the Excess Royalties are received. Within thirty (30) days following the last day of any calendar quarter during the Earn Out Period within which any Excess Royalties are received, Valeant shall pay Senetek the accrued portion, if any, of the Earn Out Payment then due. (d) Either Party may, upon written notice to the other Party, request an independent audit and determination of the Earn Out Payment calculation with respect to any completed calendar quarter during the Earn Out Period (each such calendar quarter being hereinafter referred to as an “Audited Quarter”); provided that the Party requesting the audit provide such written request to the other Party within 12 months following the last day of the Audited Quarter. In the event that an audit is requested in accordance herewith, the Parties shall select an independent public accounting firm (the “Auditor”) to perform the audit, and each Party shall cooperate fully in the audit and shall bear one-half of the Auditors fees and expensesaggregate. The Auditor’s determination of the Earn Out Payment for the Audited Quarter shall be final and binding on both Parties, and within 10 days following the Parties’ receipt of the Auditor’s determination, each Party agrees that it will make whatever payment to the other Party is required, if any, to cause the Earn Out Payment made with respect to the Audited Quarter, if any, to equal the Earn Out Payment for such Audited Quarter as determined by the Auditor. (e) For purposes hereof, (i) the term “Earn Out PeriodNet Profits” shall mean the five year period commencing on product of: (A) fifty percent (50%) multiplied by (B) the Effective Date and ending on December 31sum of (i) gross revenues actually received by the Company Parties in connection with the operation of the Business, 2011, and minus (ii) all Losses of the term Company Parties customarily incurred by the Company Parties over the ordinary course of their doing business unless otherwise approved by Seller, minus (iii) all expenses of the Company Parties, whether paid by any Company Party or by Buyer or its Affiliates on behalf of any Company Party (including without limitation, all Company Party overhead expenses, salaries, bonuses, benefits and perquisites paid to employees and independent contractors of any Company Party, commissions, fees and other payments made to third parties and Losses incurred by any Company Party), that are customarily incurred by the Company Parties or its Affiliates, as the case may be, over the ordinary course of their doing business unless otherwise approved by Seller, minus (iv) the Overhead Expenses (defined below), and minus (v) the Capital Expenses (defined below). “Net RoyaltiesOverhead Expenses” shall mean the total royalties paid all overhead expenses of Buyer arising out of or relating to Valeant under the Existing License Agreements Buyer’s compliance with respect its obligations as a public company, which are allocated to the Earn Out Period (whether received directly from the licensees or from Senetek Company Parties in accordance with this Agreement), less Buyer’s reasonable discretion and approved by Seller in Seller’s reasonable discretion. “Capital Expenses” shall mean any credits or refunds required funds provided by Buyer for transactions to be given or paid consummated by Valeant any Company Party, provided that the terms of such funding shall be consistent with respect theretoterms available from unrelated third parties and mutually agreed upon by Buyer and Seller.

Earn-Out Payment. In addition(a) Subject to the provisions of this Section 2.5, Senetek shall be entitled to earnbeginning as of December 31, and 2019, if earnedActual Revenue equals or exceeds Target Revenue for any Earn-Out Period, Valeant Buyer shall pay Senetekto Seller an amount equal to Two Million Dollars ($2,000,000) (such amount, an earn out payment (if any, the “Earn Earn-Out Payment”) as follows: (a) Senetek ). The Earn-Out Payment shall be entitled to receive due and payable only one time, regardless of the Earn number of Earn-Out Payment, and Valeant shall be obligated to pay Senetek the Earn Out Payment, only if Valeant receives Periods in excess of XXXXXXXXXX in Net Royalties during the Earn Out Periodwhich Actual Revenue equals or exceeds Target Revenue. (b) If Valeant receives in excess As promptly as practicable after the end of XXXXXXXXXX in Net Royalties each calendar quarter or calendar year during the Earn Earn-Out Period, but in no event later than forty-five (45) days after the end of each such calendar quarter or seventy-five (75) days after the end of each such calendar year, Buyer shall prepare and deliver to Seller financial statements in sufficient detail to allow Seller to monitor the Actual Revenues for such period. Buyer shall cooperate with Seller in connection with the review of such financial statements, including, without limitation, providing Seller and its accountants with prompt and reasonable access to financial information of the Business used in the preparation of such financial statements. (c) Any Earn-Out Payment due pursuant to this Section 2.5 shall be paid to Seller within sixty (60) days following the earliest close of Buyer’s annual audit or quarterly review, as applicable, following the end of an Earn-Out Period in which Actual Revenue equals or exceeds Target Revenue. In the event the Actual Revenues for any Earn-Out Period are disputed, the parties will determine the Actual Revenues as provided hereunder. (i) As promptly as practicable after the end of each Earn-Out Period, but in any event within sixty (60) days following the earliest close of Buyer’s quarterly review or annual audit, as applicable, Buyer shall deliver to Seller a report (the amount “Earn-Out Report”) signed by an authorized representative of Buyer setting forth the calculation of Actual Revenues and the Earn-Out Payment, if any. Buyer shall, and shall cause its Affiliates to, permit Seller to have reasonable access, after reasonable notice, to the books and records of the Company used in calculating the Earn-Out Payment for the purpose of verifying the calculation of Actual Revenues, and except for such purpose and determination pursuant to this Section 2.5, Seller shall hold all such information on a confidential basis. (ii) If Seller disputes any items in the Earn-Out Report, Seller shall, within thirty (30) days after receipt of such Earn-Out Report (the “Earn-Out Review Period”), deliver written notice to Buyer of any objections to the Earn-Out Report (the “Earn-Out Objection Notice”), which shall specify in reasonable detail the rationale for such excess Net Royalties disagreement and the amount in dispute. Buyer and Seller shall attempt in good faith to reach an agreement as to any matters identified in the Earn-Out Objection Notice as being in dispute. If Seller and Buyer fail to resolve all such matters in dispute within ten (10) business days after Seller’s delivery of the Earn-Out Objection Notice to Buyer, then any matters identified in the Earn-Out Objection Notice that remain in dispute shall be finally and conclusively determined by the Accounting Arbitrator, selected in a manner consistent with Section 2.3 hereof. Seller and Buyer shall direct the Accounting Arbitrator to use commercially reasonable efforts to complete its work within thirty (30) days after its acceptance of its appointment as the Accounting Arbitrator, and shall further direct the Accounting Arbitrator to determine only those matters in dispute under the Earn-Out Objection Notice and not thereafter resolved by Buyer and Seller. The Accounting Arbitrator shall render a written report as to the disputed matters, which report shall thereupon be conclusive and binding upon all parties, absent manifest error. All fees and expenses of the Accounting Arbitrator pursuant to this Section 2.5 shall be shared by Buyer and Seller in inverse proportion to the relative amounts of the disputed amount determined to be for the account of Buyer and Seller, respectively. If Seller fails to notify Buyer of any disputes within the Earn-Out Review Period, the Earn-Out Report (including the calculation of Actual Revenues) shall be conclusive and binding on all parties, effective upon the expiration of the Earn-Out Review Period. If Seller notifies Buyer of its agreement with any items in the calculation of Actual Revenues, such items shall be conclusive and binding on all parties immediately upon such notice. The date on which an Earn-Out Report is finally determined in accordance with this Section 2.5(c) to include Actual Revenues that equal or exceed Target Revenues is hereinafter referred to as the “Excess RoyaltiesEarn-Out Determination Date.”) (iii) Promptly following the Earn-Out Determination Date, then Valeant and in any event within ten (10) business days following the Earn-Out Determination Date, Buyer shall pay Senetek to Seller by wire transfer of immediately available funds to an account or accounts designated in writing by Seller, an amount equal to the Earn-Out Payment as the Earn Out Payment: (i) XXX of the first XXXXXXXXX of Excess Royalties received during the Earn Out Period; and (ii) XXX of any additional Excess Royalties received during the Earn Out Period. (c) The Earn Out Paymentdetermined in accordance with Section 2.5(c), if any, shall be paid in one or more quarterly installments. The timing and amount of each such quarterly installment shall depend on when and in what amounts the Excess Royalties are received. Within thirty (30) days following the last day of any calendar quarter during the Earn Out Period within which any Excess Royalties are received, Valeant shall pay Senetek the accrued portion, if any, of the Earn Out Payment then due. (d) Either Party may, upon written notice to the other Party, request an independent audit and determination of the Earn Out Payment calculation with respect to any completed calendar quarter during the Earn Out Period (each such calendar quarter being hereinafter referred to as an “Audited Quarter”); provided that the Party requesting the audit provide such written request to the other Party within 12 months following the last day of the Audited Quarter. In the event that an audit is requested in accordance herewith, the Parties shall select an independent public accounting firm (the “Auditor”) to perform the audit, and each Party shall cooperate fully in the audit and shall bear one-half of the Auditors fees and expenses. The Auditor’s determination of the Earn Out Payment for the Audited Quarter shall be final and binding on both Parties, and within 10 days following the Parties’ receipt of the Auditor’s determination, each Party agrees that it will make whatever payment to the other Party is required, if any, to cause the Earn Out Payment made with respect to the Audited Quarter, if any, to equal the Earn Out Payment for such Audited Quarter as determined by the Auditor. (e) For purposes hereof, (i) the term “Earn Out Period” shall mean the five year period commencing on the Effective Date and ending on December 31, 2011, and (ii) the term “Net Royalties” shall mean the total royalties paid to Valeant under the Existing License Agreements with respect to the Earn Out Period (whether received directly from the licensees or from Senetek in accordance with this Agreement), less any credits or refunds required to be given or paid by Valeant with respect thereto.

Earn-Out Payment. In addition, Senetek shall be entitled to earn, and if earned, Valeant shall pay Senetek, an earn out payment (For the “Earn Out Payment”) as follows: (a) Senetek shall be entitled to receive the Earn Out Payment, and Valeant shall be obligated to pay Senetek the Earn Out Payment, only if Valeant receives in excess of XXXXXXXXXX in Net Royalties during the Earn Out Period. (b) If Valeant receives in excess of XXXXXXXXXX in Net Royalties during the Earn Out Period (the amount of any such excess Net Royalties being hereinafter referred to as the “Excess Royalties”), then Valeant shall pay Senetek as the Earn Out Payment: (i) XXX of the first XXXXXXXXX of Excess Royalties received during the Earn Out Period; and (ii) XXX of any additional Excess Royalties received during the Earn Out Period. (c) The Earn Out Payment, if any, shall be paid in one or more quarterly installments. The timing and amount of each such quarterly installment shall depend on when and in what amounts the Excess Royalties are received. Within thirty (30) days following the last day of any calendar quarter during the Earn Out Period within which any Excess Royalties are received, Valeant shall pay Senetek the accrued portion, if any, of the Earn Out Payment then due. (d) Either Party may, upon written notice to the other Party, request an independent audit and determination of the Earn Out Payment calculation with respect to any completed calendar quarter during the Earn Out Period (each such calendar quarter being hereinafter referred to as an “Audited Quarter”); provided that the Party requesting the audit provide such written request to the other Party within 12 months following the last day of the Audited Quarter. In the event that an audit is requested in accordance herewith, the Parties shall select an independent public accounting firm (the “Auditor”) to perform the audit, and each Party shall cooperate fully in the audit and shall bear one-half of the Auditors fees and expenses. The Auditor’s determination of the Earn Out Payment for the Audited Quarter shall be final and binding on both Parties, and within 10 days following the Parties’ receipt of the Auditor’s determination, each Party agrees that it will make whatever payment to the other Party is required, if any, to cause the Earn Out Payment made with respect to the Audited Quarter, if any, to equal the Earn Out Payment for such Audited Quarter as determined by the Auditor. (e) For purposes hereof, (i) the term “Earn Out Period” shall mean the five year period commencing on the Effective Closing Date and ending on December 31terminating twenty-four (24) months thereafter, 2011, and Purchaser shall pay to Seller an annual amount equal to the quotient of (iia) the term annual increase in the Property NOI (as defined below) above the Base Property NOI (as defined below), divided by (b) .0825 (such annual amount referred to herein as an “Net Royalties” shall mean Earn-Out Payment”), which increase is the total royalties paid result of new leases or subleases or expansions of existing leases at the Property for which Seller or Seller’s designated affiliate is entitled to Valeant receive a commission under the Existing License Agreements New Leasing Agreement; provided that with respect to subleases, the Earn amount of the Earn-Out Period (whether Payment shall be calculated only on the difference between the Base Rent under the Master Lease prior to the sublease, and the Base Rent under the Master Lease after the sublease becomes effective. Each Earn-Out Payment shall be reduced by commissions paid by Purchaser pursuant to the New Leasing Agreement as set forth above and monies spent by Purchaser for tenant improvements to space in the Property pursuant to new leases, subleases or expansions of existing leases, all for the year during which an Earn-Out Payment is due. For purposes of this Section 10.5, “Property NOI” shall be defined as all rents and other revenues received directly in the ordinary course from the licensees Property, but excluding any income or from Senetek revenues related to the exercise of any early termination or contraction options, pre-paid rents and revenues and security deposits, except to the extent applied in accordance with satisfaction of tenants’ obligations for rent, and “Base Property NOI” shall be the Property NOI as mutually determined and agreed upon by Seller and Purchaser in writing as of the Closing Date. The terms of this Agreement), less any credits or refunds required to be given or paid by Valeant with respect theretoSection 10.5 shall survive Closing.

Earn-Out Payment. (a) The Parent (through the Paying Agent) shall pay to the Stockholders as additional consideration, the First Earn-Out Payment (if any) and the Second Earn-Out Payment (if any) based on Bookings of the Company since January 1, 2010 and future Bookings of the Company after the Closing Date, subject to the terms and conditions set forth in Exhibit G. In addition, Senetek the event that the Investment Banker (as defined herein) shall be entitled to earnany consideration relating to the Earn-Out Payments, and if earned, Valeant shall pay Senetek, an earn out payment (the “Earn Out Payment”) as follows: (a) Senetek such consideration shall be entitled deducted from the Earn-Out Payments to receive be paid to the Earn Out Payment, and Valeant shall be obligated Stockholders (to pay Senetek the Earn Out Payment, only if Valeant receives extent such payment has not been accrued for in excess of XXXXXXXXXX in the Net Royalties during the Earn Out PeriodWorking Capital calculations). (b) If Valeant receives in excess of XXXXXXXXXX in Net Royalties during the Earn Out Period (the amount of any such excess Net Royalties being hereinafter referred to as the “Excess Royalties”), then Valeant shall pay Senetek as the Earn Out Payment: (i) XXX of the first XXXXXXXXX of Excess Royalties received during the Earn Out Period; and (ii) XXX of any additional Excess Royalties received during the Earn Out Period. (c) The Earn Out Payment, if any, shall be paid in one or more quarterly installments. The timing and amount of each such quarterly installment shall depend on when and in what amounts the Excess Royalties are received. Within thirty (30) days Company acknowledges that following the last day of any calendar quarter during the Earn Out Period within which any Excess Royalties are received, Valeant shall pay Senetek the accrued portion, if any, of the Earn Out Payment then due. (d) Either Party may, upon written notice to the other Party, request an independent audit and determination of the Earn Out Payment calculation with respect to any completed calendar quarter during the Earn Out Period (each such calendar quarter being hereinafter referred to as an “Audited Quarter”); provided that the Party requesting the audit provide such written request to the other Party within 12 months following the last day of the Audited Quarter. In the event that an audit is requested in accordance herewith, the Parties shall select an independent public accounting firm (the “Auditor”) to perform the audit, and each Party shall cooperate fully in the audit and shall bear one-half of the Auditors fees and expenses. The Auditor’s determination of the Earn Out Payment for the Audited Quarter shall be final and binding on both Parties, and within 10 days following the Parties’ receipt of the Auditor’s determination, each Party agrees that it will make whatever payment to the other Party is required, if any, to cause the Earn Out Payment made with respect to the Audited Quarter, if any, to equal the Earn Out Payment for such Audited Quarter as determined by the Auditor. (e) For purposes hereof, Closing (i) the term “Earn Out Period” shall mean Parent and its designees to the five year period commencing on board of directors of the Effective Date Surviving Corporation will have the power and ending on December 31, 2011, right to control all aspects of the business and operations of the Surviving Corporation; (ii) the term “Net Royalties” shall mean Parent and its designees to the total royalties paid board of directors of the Surviving Corporation will have the power and the right to Valeant under determine all aspects of the Existing License Agreements Surviving Corporation’s existence; (iii) the Parent and its designees to the board of directors of the Surviving Corporation intend to exercise or refrain from exercising such power and right as they may deem appropriate and in the best overall interests of the Parent and its Affiliates as a whole taking into account their respective conditions and prospects from time to time; (iv) operation of the Company’s business may impact the timing of Bookings and the Parent may refuse to enter into an arrangement that would increase Bookings during the First or Second Earn-Out Period; (v) the Parent and its Affiliates may in the future develop or acquire, products that compete, either directly or indirectly, with the Products and may make decisions with respect to such products that adversely effect Bookings or the Earn Earn-Out Period Payment; and (whether received directly from vi) that any of the licensees above actions may materially reduce the Stockholders' ability to receive the Earn-Out Payment pursuant to this Section ‎1.12; provided, that in each case (A) the board of directors of the Surviving Corporation shall act consistent with its fiduciary duties and in good faith, (B) the Parent shall not take any action the primary purpose of which is to reduce or from Senetek in accordance with eliminate the Earn-Out Payment obligations provided for by this Agreement), less any credits or refunds required to be given or paid by Valeant with respect theretoSection ‎1.12.