Common use of Earn-Out Payments Clause in Contracts

Earn-Out Payments. (i) Pursuant to the Purchase Agreement, the WME Member or the Company, as applicable, are the obligors in respect of a portion of the Earn-Out Payment. Subject to Section 7.03(g)(ii), the Earn-Out Payments may be funded in any of the following manners (or any combination thereof) as determined by unanimous Board approval (provided that if unanimous Board approval is not obtained, the WME Member or the Company, as applicable, shall nevertheless be permitted to comply with their respective obligations to the Earn-Out Recipients under the Purchase Agreement): (A) for so long as the January Capital Member is a Member, a special cash distribution by the Company to the January Capital Member in consideration of that portion of the Earn-Out Payment due to the January Capital Member, (B) a cash distribution to all Common Members on a pro rata basis to enable the Common Members (other than the Class B Members) to make Earn-Out Payments to the Earn-Out Recipients (provided that all such Common Members shall be required to make such Earn-Out Payment following receipt of such distribution), (C) a special cash distribution by the Company to the WME Member to fund Earn-Out Payments by the WME Member to the Earn-Out Recipients (provided that the WME Member shall be required to make such Earn-Out Payment following receipt of such distribution), and (D) funding by the WME Member (and to the extent agreed to by the Sponsor Members, the Sponsor Members) for Earn-Out Payments to the Earn-Out Recipients. (ii) The Earn-Out Payments shall be subject to the following rules: (A) Earn-Out Payments to the January Capital Member will, to the extent permitted under the terms of any indebtedness and Senior Equity of the Company and its Subsidiaries and Annex A, and to the extent the WME Directors reasonably determine (after meaningful consultation with the full Board) that doing so would not have an adverse impact on the Company or its Subsidiaries, for so long as the January Capital Member is a Member, be distributed by the Company to the January Capital Member (subject, in each case, to clause (B) below) (provided that, for purposes of clarification, the January Capital Member shall not lose or waive its right to receive unpaid Earn-Out Payments solely because it ceases to be a Member; provided further that, if the Company is prohibited under the terms of any indebtedness or Senior Equity of the Company or its Subsidiaries or Annex A, or the Board otherwise determines that doing so would have an adverse impact on the Company or its Subsidiaries, and accordingly does not distribute Earn-Out Payments to the January Capital Member in accordance with this clause (A), then the January Capital Member shall have the right, but not the obligation, to elect in writing to defer the payment of such Earn-Out Payment for a period of up to 24 months (the “Outside Earn-Out Payment Date”); provided further that the deferred Earn-Out Payment will be made to the January Capital Member on the earliest to occur of (A) the date on which the deferred Earn-Out Payment may be made by the Company in accordance with, and subject to the terms and conditions of, this clause (A), (2) the date specified in writing by the January Capital Member (provided the January Capital Member provides written notice to the WME Member at least 60 days prior to the date on which the January Capital Member would like to receive the deferred Earn-Out Payment if such date is prior to the Outside Earn-Out Payment Date) and (3) the Outside Earn-Out Payment Date, (B) the Class B Members shall be grossed up so that they do not bear the effect of any Dilutive Adjustment (as defined below) or the Economic Cost of any Earn-Out Payments that are funded by distributions by the Company, (C) the Class B Members shall not bear any dilution arising from (x) the issuance of any Units that are issued in connection with the Earn-Out Payments or (y) any adjustment to the exercise price (a “Dilutive Adjustment”) of any securities or other interests convertible into Equity Securities of the Company resulting from any gross-up or true-up payment made in connection with, or that constitutes, any Earn-Out Payment, and (D) if any portion of the Earn-Out Payments are paid pursuant to clause (D) of Section 7.03(g)(i) by the WME Member and, if applicable, any Sponsor Members, the WME Member and such Sponsor Members (if any), will be issued Class A Common Units in respect of the amounts so paid thereby pursuant to such clause (D) at a price to be unanimously determined by the Board, which shall in no event be greater than Fair Market Value; provided, that if the Board does not unanimously agree on the price per Class A Common Unit, such Class A Common Units will be issued at Fair Market Value, as unanimously determined by the Board; provided, further, that if the Board does not unanimously agree on Fair Market Value, such value shall be determined by an investment banking firm of national reputation selected by the WME Member and reasonably acceptable to the SL Member, the KKR Member and the Company, whose expenses shall be borne by the Company. (iii) Solely for purposes of this Section 7.03(g), “Economic Cost”, means, with respect to a Class B Member, such Member’s direct or indirect Percentage Interest of any Company cash or other Company asset that is distributed in a non-pro rata distribution to fund all or any portion of any Earn-Out Payment; provided, that, “Economic Cost” shall not include any diminution in value, lost profits or similar cost not relating to the immediate economic effect of the applicable non-pro-rata distribution.

Earn-Out Payments. (a) In addition to the Purchase Price and as additional consideration in respect of the HoldCo Shares, the Shares and the Subsidiary Shares, subject to Buyer’s right of setoff in Section 2.10(e), Buyer shall, in respect of each Earn-Out Period, pay the Selling Entities the applicable Earn-Out Amount (if any), as finally determined pursuant to this Section 2.10, in cash in U.S. dollars by wire transfer of immediately available funds within three (3) Business Days after such final determination to an account designated by Parent; provided, however, that (i) Pursuant to if the Purchase AgreementEarn-Out Amount is a negative number, the WME Member or the Company, as applicable, are the obligors no Earn-Out Amount shall be payable in respect of such Earn-Out Period; and (ii) in no event shall the Earn-Out Amount in respect of any Earn-Out Period exceed $130,000,000. The Selling Entities shall not be entitled to any interest on the Earn-Out Amount under this Agreement. For the avoidance of doubt, in the event that the First FX Earn-Out plus the First MAP Earn-Out would equal an amount that is in excess of $130,000,000, such excess shall not be payable to the Selling Entities for any reason (including by applying such excess to the calculation of any Earn-Out Amount payable to the Selling Entities in the Second Earn-Out Period). Any payments made pursuant to this Section 2.10(a) shall be allocated among the Selling Entities in manner that is consistent with the allocation of the Purchase Price among the Selling Entities in the Closing Statement and the principles of Section 6.09. (b) No later than ten (10) Business Days following the expiration of each Earn-Out Period, Buyer shall prepare and cause to be delivered to Parent a portion statement setting forth its good faith determination of the Earn-Out Payment. Subject Amount in respect of such Earn-Out Period (such statement, an “Earn-Out Statement”) and the amount, if any, payable to the Selling Entities in respect of such Earn-Out Period pursuant to Section 7.03(g)(ii2.10(a). Buyer shall provide a reasonable level of supporting documentation for the Earn-Out Statement and the Earn-Out Amount therein and the calculation thereof. If Parent disagrees with the Earn-Out Statement or the calculation of the Earn-Out Amount, Parent shall, on or prior to the tenth (10th) Business Day after receipt of the Earn-Out Statement, notify Buyer in writing of such disagreement with the Earn-Out Statement, which notice shall set forth any such disagreement in reasonable detail, the specific item of the Earn-Out Statement and the calculation thereof to which such disagreement relates and the specific basis for each such disagreement (the “Earn-Out Objection Notice”). If Parent fails to deliver the Earn-Out Objection Notice on or prior to the tenth (10th) Business Day after receipt of the Earn-Out Statement, the Earn-Out Payments Statement and Buyer’s calculation of the Earn-Out Amount shall be deemed to have been accepted by the Sellers and shall be final and binding on the Sellers. If Parent delivers the Earn-Out Objection Notice on or prior to such tenth (10th) Business Day, subject to Section 2.10(c), Buyer and Parent shall negotiate in good faith to resolve any such disagreement, and any resolution agreed to in writing by Buyer and Parent shall be final and binding upon the Parties. (c) If Buyer and Parent are unable to resolve any disagreements as contemplated by Section 2.10(b) within ten (10) Business Days after delivery of the Earn-Out Objection Notice (the “Earn-Out Resolution Period”), then Buyer and Parent shall submit the matter for resolution to the Independent Auditor. Parent and Buyer shall instruct the Independent Auditor to consider only those items and amounts which are identified in the Earn-Out Objection Notice as being items which Buyer and Parent are unable to resolve and to make a determination as to whether such items and amounts were calculated in accordance with the terms of this Agreement. The fees, costs and expenses of the Independent Auditor (and, if applicable, the ICC International Centre for Expertise) shall be allocated between the Sellers and Buyer in the manner set forth in Section 2.08(d). Parent and Buyer shall jointly instruct the Independent Auditor to make a determination as soon as practicable (but in any case within fifteen (15) days (or such other time as the Parties shall agree in writing) after its engagement) with respect to the disputed items submitted to the Independent Auditor and to what extent (if any) the Earn-Out Amount as proposed by Buyer requires adjustment; provided that the failure to adhere to such fifteen (15) day time limit shall not be a basis for challenging the Independent Auditor’s determination. The Independent Auditor shall provide the Parties with a written explanation in reasonable detail of each such required adjustment, including the basis therefor. All negotiations pursuant to this Section 2.10 through the end of the Earn-Out Resolution Period shall be treated as compromise and settlement negotiations for purposes of Rule 408 of the Federal Rules of Evidence and comparable state rules of evidence. Except as may be funded required by applicable Law or court order, the Parties agree to maintain confidentiality as to all aspects of any proceeding before the Independent Auditor, including its existence and results, except that nothing herein shall prevent any Party from disclosing information regarding such proceeding to a court of competent jurisdiction for purposes of enforcing this Section 2.10(c) or the Independent Auditor’s final determination. The Independent Auditor shall be bound by a mutually agreeable confidentiality agreement, which shall preserve the confidentiality of any proceeding before the Independent Auditor. The procedures of this Section 2.10 are exclusive and, except as set forth below, the determination of the Independent Auditor shall be final and binding on the Parties. The decision rendered pursuant to this Section 2.10(c) may be entered as a judgment in any court of competent jurisdiction. Either Parent or Buyer may seek specific enforcement or take other necessary legal action to enforce any decision under this Section 2.10(c). The only defense of either Parent or Buyer to such a request for specific enforcement or other legal action shall be fraud by or upon the following manners (Independent Auditor or any combination thereof) as determined by unanimous Board approval (provided that if unanimous Board approval is not obtainedmanifest error. Absent such fraud or manifest error, the WME Member Parent or the CompanyBuyer, as applicable, shall nevertheless reimburse the Party seeking enforcement for its expenses related to such enforcement. (d) The rights of the Selling Entities under this Section 2.10 are personal to the Selling Entities and notwithstanding anything to the contrary in this Agreement, including the assignment provisions set forth in Section 12.06 (Successors and Assignment), unless consented to in writing by Buyer with reference to this Section 2.10(d), no rights or interest of the Selling Entities under this Section 2.10, including any rights to receive any Earn-Out Amount pursuant to this Agreement, may be permitted sold, assigned, transferred, pledged, encumbered, hypothecated or otherwise disposed of, in whole or in part by the Selling Entities (other than by operation of law) to comply with their respective obligations to any Person and any attempted assignment, transfer or disposition shall be null and void. (e) The Parties acknowledge that the Earn-Out Recipients under Amounts have been negotiated by the Parties based on their inability to agree as to the valuation of the Business as of the Closing Date. Unless otherwise required by applicable Law or a Governmental Authority, all payments made pursuant to this Section 2.10 shall be made directly to the applicable Selling Entity and any such payments received by a Selling Entity from Buyer pursuant to this Section 2.10 shall be treated as an adjustment to the Purchase Agreement): (A) Price. The Parties shall use reasonable efforts to ensure that any requirement that may apply in order for so long any such payment to be treated as the January Capital Member is a Member, a special cash distribution by the Company an adjustment to the January Capital Member in consideration of that portion of the Earn-Out Payment due to the January Capital Member, (B) a cash distribution to all Common Members on a pro rata basis to enable the Common Members (other than the Class B Members) to make Earn-Out Payments to the Earn-Out Recipients (provided that all such Common Members shall Purchase Price under applicable Law be required to make such Earn-Out Payment following receipt of such distribution), (C) a special cash distribution by the Company to the WME Member to fund Earn-Out Payments by the WME Member to the Earn-Out Recipients (provided that the WME Member shall be required to make such Earn-Out Payment following receipt of such distribution), and (D) funding by the WME Member (and to the extent agreed to by the Sponsor Members, the Sponsor Members) for Earn-Out Payments to the Earn-Out Recipientssatisfied. (iif) The Earn-Out Payments shall be subject Upon written notice to Parent specifying in reasonable detail the following rules: (A) Earn-Out Payments to the January Capital Member willbasis therefor, to the extent permitted under the terms of any indebtedness and Senior Equity of the Company and its Subsidiaries and Annex A, and to the extent the WME Directors reasonably determine (after meaningful consultation with the full Board) that doing so would not have an adverse impact on the Company or its Subsidiaries, for so long as the January Capital Member is a Member, be distributed by the Company to the January Capital Member (subject, in each case, to clause (B) below) (provided that, for purposes of clarification, the January Capital Member shall not lose or waive its right to receive unpaid Earn-Out Payments solely because it ceases to be a Member; provided further that, if the Company is prohibited under the terms of any indebtedness or Senior Equity of the Company or its Subsidiaries or Annex A, or the Board otherwise determines that doing so would have an adverse impact on the Company or its Subsidiaries, and accordingly does not distribute Earn-Out Payments to the January Capital Member in accordance with this clause (A), then the January Capital Member Buyer shall have the right, but not the obligation, right to elect in writing to defer the payment of such Earn-Out Payment for a period of up to 24 months (the “Outside Earn-Out Payment Date”); provided further that the deferred Earn-Out Payment will be made to the January Capital Member on the earliest to occur of (A) the date on which the deferred Earn-Out Payment may be made by the Company in accordance with, withhold and subject to the terms and conditions of, this clause (A), (2) the date specified in writing by the January Capital Member (provided the January Capital Member provides written notice to the WME Member at least 60 days prior to the date on which the January Capital Member would like to receive the deferred Earn-Out Payment if such date is prior to the Outside Earn-Out Payment Date) and (3) the Outside Earn-Out Payment Date, (B) the Class B Members shall be grossed up so that they do not bear the effect of any Dilutive Adjustment (as defined below) or the Economic Cost of set off against any Earn-Out Payments that are funded by distributions Amount due and payable pursuant to this Section 2.10 any amount actually owed by the CompanySellers to any Buyer Indemnified Person under Article XI (Indemnification) as determined by a final judicial determination in accordance with Section 12.13 (or other dispute resolution mechanism agreed to in writing by Buyer and the Sellers). Neither the exercise of, (C) nor the Class B Members shall not bear failure to exercise, such right of setoff will constitute an election of remedies or limit Buyer in any dilution arising from (x) manner in the issuance enforcement of any Units other remedies that are issued in connection with the Earn-Out Payments may be available to it under this Agreement or (y) any adjustment to the exercise price (a “Dilutive Adjustment”) of any securities or other interests convertible into Equity Securities of the Company resulting from any gross-up or true-up payment made in connection with, or that constitutes, any Earn-Out Payment, and (D) if any portion of the Earn-Out Payments are paid pursuant to clause (D) of Section 7.03(g)(i) by the WME Member and, if applicable, any Sponsor Members, the WME Member and such Sponsor Members (if any), will be issued Class A Common Units in respect of the amounts so paid thereby pursuant to such clause (D) at a price to be unanimously determined by the Board, which shall in no event be greater than Fair Market Value; provided, that if the Board does not unanimously agree on the price per Class A Common Unit, such Class A Common Units will be issued at Fair Market Value, as unanimously determined by the Board; provided, further, that if the Board does not unanimously agree on Fair Market Value, such value shall be determined by an investment banking firm of national reputation selected by the WME Member and reasonably acceptable to the SL Member, the KKR Member and the Company, whose expenses shall be borne by the CompanyAncillary Agreements. (iii) Solely for purposes of this Section 7.03(g), “Economic Cost”, means, with respect to a Class B Member, such Member’s direct or indirect Percentage Interest of any Company cash or other Company asset that is distributed in a non-pro rata distribution to fund all or any portion of any Earn-Out Payment; provided, that, “Economic Cost” shall not include any diminution in value, lost profits or similar cost not relating to the immediate economic effect of the applicable non-pro-rata distribution.

Earn-Out Payments. (i) Pursuant to the Purchase Agreement, the WME Member or the Company, as applicable, are the obligors in respect of If there is a portion of the Final Earn-Out PaymentDetermination in accordance with the Contribution Agreement that the Contributors are entitled to receive a certain number of Trust Shares, then, within five (5) Business Days after the date of such Final Earn-Out Determination, the Pubco Representative shall execute and deliver to the Contributor Representative, and the Contributor Representative shall counter-sign and deliver to the Trustee, joint written instructions, in substantially the form attached as Exhibit B (which may be executed in counterparts, and with a fully executed copy simultaneously sent to each of the other parties hereto), instructing the Trustee to transfer, assign, release and distribute (a “Trust Distribution”) the Trust Property as follows (such joint written instructions, the “Joint Release Instructions”): 1. Subject to Section 7.03(g)(iithe Contributors, in accordance with each Contributor’s respective Contributor Pro Rata Share (as set forth on Exhibit C-1), the number of Trust Shares to which the Contributors are entitled in accordance with such Final Earn-Out Payments may Determination, together with the corresponding amount of any other Trust Property earned, accrued or otherwise to be funded paid thereon (such Trust Shares and Trust Property, collectively, the “Aggregate Contributor Trust Property”), provided that the Contributor Representative may, in any its sole discretion and with regard to the Aggregate Contributor Trust Property only, on or before the date of its delivery of the following manners Joint Release Instructions to the Trustee, deliver additional written instructions, signed by the Contributor Representative, instructing the Trustee to make the Trust Distribution of Aggregate Contributor Trust Property in different ratios than the Contributor Pro-Rata Shares (the “Contributor Distribution Instructions”); and 2. any Trust Shares to which the Contributors are not entitled in accordance with the Final Earn-Out Determination, together with the corresponding pro rata amount of any other Trust Property earned, accrued or any combination thereof) as determined by unanimous Board approval otherwise to be paid thereon (provided that if unanimous Board approval is not obtainedcollectively, the WME Member or “Remaining Trust Property”), to the Company, as applicable, shall nevertheless be permitted to comply Pre-Closing Pubco Shareholders in accordance with their respective obligations to the Earn-Out Recipients under the Purchase Agreement): (A) for so long as the January Capital Member is a Member, a special cash distribution by the Company to the January Capital Member in consideration of that portion of the Earn-Out Payment due to the January Capital Member, (B) a cash distribution to all Common Members on a pro rata basis to enable the Common Members (other than the Class B Members) to make Earn-Out Payments to the Earn-Out Recipients (provided that all such Common Members shall be required to make such Earn-Out Payment following receipt of such distribution), (C) a special cash distribution by the Company to the WME Member to fund Earn-Out Payments by the WME Member to the Earn-Out Recipients (provided that the WME Member shall be required to make such Earn-Out Payment following receipt of such distribution), and (D) funding by the WME Member (and to the extent agreed to by the Sponsor Members, the Sponsor Members) for Earn-Out Payments to the Earn-Out Recipients. (ii) The Earn-Out Payments shall be subject to the following rules: (A) Earn-Out Payments to the January Capital Member will, to the extent permitted under the terms of any indebtedness and Senior Equity of the Company and its Subsidiaries and Annex A, and to the extent the WME Directors reasonably determine (after meaningful consultation with the full Board) that doing so would not have an adverse impact on the Company or its Subsidiaries, for so long as the January Capital Member is a Member, be distributed by the Company to the January Capital Member (subject, in each case, to clause (B) below) (provided that, for purposes of clarification, the January Capital Member shall not lose or waive its right to receive unpaid Earn-Out Payments solely because it ceases to be a Member; provided further that, if the Company is prohibited under the terms of any indebtedness or Senior Equity of the Company or its Subsidiaries or Annex A, or the Board otherwise determines that doing so would have an adverse impact on the Company or its Subsidiaries, and accordingly does not distribute Earn-Out Payments to the January Capital Member in accordance with this clause (A), then the January Capital Member shall have the right, but not the obligation, to elect in writing to defer the payment of such Earn-Out Payment for a period of up to 24 months (the “Outside Earn-Out Payment Date”); provided further that the deferred Earn-Out Payment will be made to the January Capital Member on the earliest to occur of (A) the date on which the deferred Earn-Out Payment may be made by the Company in accordance with, and subject to the terms and conditions of, this clause (A), (2) the date specified in writing by the January Capital Member (provided the January Capital Member provides written notice to the WME Member at least 60 days prior to the date on which the January Capital Member would like to receive the deferred Earn-Out Payment if such date is prior to the Outside Earn-Out Payment Date) and (3) the Outside Earn-Out Payment Date, (B) the Class B Members shall be grossed up so that they do not bear the effect of any Dilutive Adjustment PCPS Pro Rata Shares (as defined below) or the Economic Cost of any Earn-Out Payments that are funded by distributions by the Company, (C) the Class B Members shall not bear any dilution arising from (x) the issuance of any Units that are issued in connection with the Earn-Out Payments or (y) any adjustment to the exercise price (a “Dilutive Adjustment”) of any securities or other interests convertible into Equity Securities of the Company resulting from any gross-up or true-up payment made in connection with, or that constitutes, any Earn-Out Payment, and (D) if any portion of the Earn-Out Payments are paid pursuant to clause (D) of Section 7.03(g)(i) by the WME Member and, if applicable, any Sponsor Members, the WME Member and such Sponsor Members (if anyset forth on Exhibit C-2), will be issued Class A Common Units in respect of the amounts so paid thereby pursuant to such clause (D) at a price to be unanimously determined by the Board, which shall in no event be greater than Fair Market Value; provided, that if the Board does not unanimously agree on the price per Class A Common Unit, such Class A Common Units will be issued at Fair Market Value, as unanimously determined by the Board; provided, further, that if the Board does not unanimously agree on Fair Market Value, such value shall be determined by an investment banking firm of national reputation selected by the WME Member and reasonably acceptable to the SL Member, the KKR Member and the Company, whose expenses shall be borne by the Company. (iii) Solely for purposes of this Section 7.03(g), “Economic Cost”, means, with respect to a Class B Member, such Member’s direct or indirect Percentage Interest of any Company cash or other Company asset that is distributed in a non-pro rata distribution to fund all or any portion of any Earn-Out Payment; provided, that, “Economic Cost” shall not include any diminution in value, lost profits or similar cost not relating to the immediate economic effect of the applicable non-pro-rata distribution.

Earn-Out Payments. (i) Pursuant to Promptly, but in any event within five (5) Business Days, after the Purchase Agreement, the WME Member or the Company, as applicable, are the obligors in respect Escrow Agent’s receipt of a portion of the joint written instructions (“Earn-Out Payment. Subject to Section 7.03(g)(ii), Payment Instructions”) from the DT Representative (on behalf of Purchaser) and the Seller Representative that for any Earn-Out Payments may be funded Year there has been a final determination in any accordance with Section 2.2 of the following manners Share Exchange Agreement (or any combination thereofbut subject to Sections 2.4 and 2.5 of the Share Exchange Agreement) as determined by unanimous Board approval (provided that if unanimous Board approval is not obtained, the WME Member or the Company, as applicable, shall nevertheless be permitted to comply with their respective obligations respect to the Earn-Out Recipients under Payment for such Earn-Out Year or the Purchase Agreement): Alternative Earn-Out Payment (the date that the Escrow Agent receives Earn-Out Payment Instructions with respect to any Earn-Out Year, an “Earn-Out Release Date”), the Escrow Agent shall distribute Escrow Property from the Escrow Account in accordance with such Earn-Out Payment Instructions (A) for so long as the January Capital Member is a Member, a special cash distribution by the Company to the January Capital Member Sellers in consideration of that portion of an amount equal to the Earn-Out Payment due to (excluding for the January Capital Memberavoidance of doubt, (B) a cash distribution to all Common Members on a pro rata basis to enable the Common Members (other than the Class B Members) to make Earn-Out Payments to the Earn-Out Recipients (provided that all such Common Members shall be required to make such Earn-Out Payment following receipt amount of such distribution), (C) a special cash distribution any Accrued Dividends payable by the Company to Purchaser separate from the WME Member to fund Earn-Out Payments by Escrow Account) less the WME Member to the Earn-Out Recipients (provided that the WME Member shall be required to make such Earn-Out Payment following receipt of such distribution), and (D) funding by the WME Member (and to the extent agreed to by the Sponsor Members, the Sponsor Members) for Earn-Out Payments to the Earn-Out Recipients. (ii) The Earn-Out Payments shall be subject to the following rules: (A) Earn-Out Payments to the January Capital Member will, to the extent permitted under the terms of any indebtedness and Senior Equity of the Company and its Subsidiaries and Annex A, and to the extent the WME Directors reasonably determine (after meaningful consultation with the full Board) that doing so would not have an adverse impact on the Company or its Subsidiaries, for so long as the January Capital Member is a Member, be distributed by the Company to the January Capital Member (subject, in each case, to clause (B) below) (provided that, for purposes of clarification, the January Capital Member shall not lose or waive its right to receive unpaid Earn-Out Payments solely because it ceases to be a Member; provided further that, if the Company is prohibited under the terms of any indebtedness or Senior Equity of the Company or its Subsidiaries or Annex A, or the Board otherwise determines that doing so would have an adverse impact on the Company or its Subsidiaries, and accordingly does not distribute Earn-Out Payments to the January Capital Member in accordance with this clause (A), then the January Capital Member shall have the right, but not the obligation, to elect in writing to defer the payment of such Earn-Out Payment for a period of up to 24 months (the “Outside Earn-Out Payment Date”); provided further that the deferred Earn-Out Payment will be made to the January Capital Member on the earliest to occur sum of (AI) the date on which the deferred Earn-Out Payment may be made by the Company in accordance with, and subject to the terms and conditions of, this clause (A), (2) the date specified in writing by the January Capital Member (provided the January Capital Member provides written notice to the WME Member at least 60 days prior to the date on which the January Capital Member would like to receive the deferred Earn-Out Payment if such date is prior to the Outside Earn-Out Payment Date) and (3) the Outside Earn-Out Payment Date, (B) the Class B Members shall be grossed up so that they do not bear the effect of any Dilutive Adjustment Reserved Amount (as defined below) or as of the Economic Cost date of such payment, and (II) the amount of any Indemnification Claims that have been paid from the Escrow Account prior to such time but have not previously been used to reduce the amount of any prior Earn-Out Payment (but net of any prior Earn-Out Payments that have not yet been paid and are still being retained in the Escrow Account as of such time for Indemnification Claims that are still Pending Claims as of such time), up to a maximum amount equal to such Earn-Out Payment, and (B), after the last Earn-Out Year only, to Purchaser any portion of any Earn-Out Payments that are funded by distributions were not earned by the CompanySellers in accordance with the Share Exchange Agreement. For the determination of the Escrow Shares to be withheld for the Reserved Amount, the Escrow Shares shall be valued at the Purchaser Share Price as of the applicable Earn-Out Release Date. (Cii) For purposes of this Agreement: (A) the Class B Members “Reserved Amount” shall not bear any dilution arising from mean the aggregate dollar amount for all Pending Claims (less with respect to each Pending Claim (x) any undisputed amounts already distributed pursuant to Section 4(a)(iii) and (y) any Indemnified Third Party Costs already paid if such Pending Claim is a Third Party Claim) and Unpaid Claims as of the issuance relevant time; (B) a “Pending Claim” shall mean any Indemnification Claim (I) for which, as of any Units that are issued in connection with the Earn-Out Payments relevant time, either (x) an Objection Notice has been delivered and remains unresolved or (y) any adjustment the period of time for the delivery of an Objection Notice has not yet expired or (II) which is a Third Party Claim where it has been established (whether by agreement of the Seller Representative, arbitration award, court order or otherwise) that the Sellers are responsible to indemnify the Indemnified Parties for such Third Party Claim, but which Third Party Claim is still pending in whole or in part and has not been sustained by a court of competent jurisdiction or other binding legal process (including binding arbitration) or settled in accordance with the provisions of the Share Exchange Agreement (with only the part of such Third Party Claim which has not been decided or settled being the Pending Claim); and (C) an “Unpaid Claim” shall mean an Indemnification Claim for which, as of the relevant time, the Escrow Agent is required pursuant to Section 4(a) to make a payment to the exercise price (a “Dilutive Adjustment”) of any securities or other interests convertible into Equity Securities of Purchaser, but for which the Company resulting from any gross-up or true-up payment Escrow Agent has not yet made in connection with, or that constitutes, any Earn-Out Payment, and (D) if any portion of the Earn-Out Payments are paid pursuant to clause (D) of Section 7.03(g)(i) by the WME Member and, if applicable, any Sponsor Members, the WME Member and such Sponsor Members (if any), will be issued Class A Common Units in respect of the amounts so paid thereby pursuant to such clause (D) at a price to be unanimously determined by the Board, which shall in no event be greater than Fair Market Value; provided, that if the Board does not unanimously agree on the price per Class A Common Unit, such Class A Common Units will be issued at Fair Market Value, as unanimously determined by the Board; provided, further, that if the Board does not unanimously agree on Fair Market Value, such value shall be determined by an investment banking firm of national reputation selected by the WME Member and reasonably acceptable to the SL Member, the KKR Member and the Company, whose expenses shall be borne by the Companypayment. (iii) Solely for purposes of this Section 7.03(g), “Economic Cost”, means, with respect to a Class B Member, such Member’s direct or indirect Percentage Interest of any Company cash or other Company asset that is distributed in a non-pro rata distribution to fund all or any portion of any Earn-Out Payment; provided, that, “Economic Cost” shall not include any diminution in value, lost profits or similar cost not relating to the immediate economic effect of the applicable non-pro-rata distribution.

Earn-Out Payments. As additional consideration for the intangible Purchased Assets (including goodwill), Buyer will pay to Seller Earn-Out Payments, if any, up to a maximum of Twelve Million Seven Hundred Fifty Thousand Dollars ($12,750,000) (the “Maximum Earn-Out Amount”), in cash, subject to set-off under Section 2.06(c)(vi) and Section 8.06(b), during the Earn-Out Period, in the amount of (i) Pursuant One Hundred Forty Thousand Dollars ($140,000) for each Quickload manufactured by Buyer and ready for delivery (regardless of whether or not Buyer has an agreement of sale or lease with a customer for the applicable Quickload) during the Earn-Out Period, and (ii) Thirty-Five Thousand Dollars ($35,000) for each Quickstand Silo and each Quickstand Trailer manufactured by Buyer and ready for delivery (regardless of whether or not Buyer has an agreement of sale or lease with a customer for the applicable Quickstand Silo and Quickstand Trailer) during the Earn-Out Period (each, an “Earn-Out Payment” and collectively, the “Earn-Out Payments”). For the avoidance of doubt, (i) Buyer shall be required to pay Earn-Out Payments to Seller in accordance with the terms of this Agreement, regardless of whether or not Buyer has received any funds from the customer for the applicable Quickload, Quickstand Silo or Quickstand Trailer units sold or leased, and (ii) no Earn-Out Payment shall be payable to Seller with respect to any finished Quickload, Quickstand Silo or Quickstand Trailer that is part of the Inventory acquired by Buyer pursuant to this Agreement. In addition, in the event all or substantially all of the Purchased Assets are sold by Buyer or Buyer experiences a Change of Control prior to the Purchase Agreement, the WME Member or the Company, as applicable, are the obligors in respect of a portion expiration of the Earn-Out Payment. Subject Period and prior to Section 7.03(g)(ii)the Maximum Earn-Out Amount being paid, Buyer shall cause the acquiring party to assume all of Buyer’s obligations with respect to the Earn-Out Payments may be funded in any of the following manners (under this Section 2.07. Buyer makes no representations, warranties, covenants, promises or any combination thereof) guarantees as determined by unanimous Board approval (provided that if unanimous Board approval is not obtained, the WME Member or the Company, as applicable, shall nevertheless be permitted to comply with their respective obligations to the Earn-Out Recipients under the Purchase Agreement): (A) for so long as the January Capital Member is a Member, a special cash distribution by the Company to the January Capital Member in consideration of that portion of the Earn-Out Payment due to the January Capital Member, (B) a cash distribution to all Common Members on a pro rata basis to enable the Common Members (other than the Class B Members) to make Earn-Out Payments to the Earn-Out Recipients (provided that all such Common Members shall be required to make such Earn-Out Payment following receipt of such distribution), (C) a special cash distribution by the Company to the WME Member to fund Earn-Out Payments by the WME Member to the Earn-Out Recipients (provided that the WME Member shall be required to make such Earn-Out Payment following receipt of such distribution), and (D) funding by the WME Member (and to the extent agreed to by the Sponsor Members, the Sponsor Members) for Earn-Out Payments to the Earn-Out Recipients. (ii) The Earn-Out Payments shall be subject to the following rules: (A) Earn-Out Payments to the January Capital Member will, to the extent permitted under the terms of any indebtedness and Senior Equity of the Company and its Subsidiaries and Annex A, and to the extent the WME Directors reasonably determine (after meaningful consultation with the full Board) that doing so would not have an adverse impact on the Company or its Subsidiaries, for so long as the January Capital Member is a Member, be distributed by the Company to the January Capital Member (subject, in each case, to clause (B) below) (provided that, for purposes of clarification, the January Capital Member shall not lose or waive its right to receive unpaid Earn-Out Payments solely because it ceases to be a Member; provided further that, if the Company is prohibited under the terms of any indebtedness or Senior Equity of the Company or its Subsidiaries or Annex A, or the Board otherwise determines that doing so would have an adverse impact on the Company or its Subsidiaries, and accordingly does not distribute Earn-Out Payments to the January Capital Member in accordance with this clause (A), then the January Capital Member shall have the right, but not the obligation, to elect in writing to defer the payment of such Earn-Out Payment for a period of up to 24 months (the “Outside Earn-Out Payment Date”); provided further that the deferred Earn-Out Payment will be made to the January Capital Member on the earliest to occur of (A) the date on which the deferred Earn-Out Payment may be made by the Company in accordance with, and subject to the terms and conditions of, this clause (A), (2) the date specified in writing by the January Capital Member (provided the January Capital Member provides written notice to the WME Member at least 60 days prior to the date on which the January Capital Member would like to receive the deferred Earn-Out Payment if such date is prior to the Outside Earn-Out Payment Date) and (3) the Outside Earn-Out Payment Date, (B) the Class B Members shall be grossed up so that they do not bear the effect of any Dilutive Adjustment (as defined below) or the Economic Cost amount of any Earn-Out Payments that are funded may be earned by distributions by the Company, (C) the Class B Members shall not bear any dilution arising from (x) the issuance of any Units that are issued in connection with Seller during the Earn-Out Payments or (y) any adjustment to the exercise price (a “Dilutive Adjustment”) of any securities or other interests convertible into Equity Securities of the Company resulting from any gross-up or true-up payment made in connection with, or that constitutes, any Earn-Out Payment, and (D) if any portion of the Earn-Out Payments are paid pursuant to clause (D) of Section 7.03(g)(i) by the WME Member and, if applicable, any Sponsor Members, the WME Member and such Sponsor Members (if any), will be issued Class A Common Units in respect of the amounts so paid thereby pursuant to such clause (D) at a price to be unanimously determined by the Board, which shall in no event be greater than Fair Market Value; provided, that if the Board does not unanimously agree on the price per Class A Common Unit, such Class A Common Units will be issued at Fair Market Value, as unanimously determined by the Board; provided, further, that if the Board does not unanimously agree on Fair Market Value, such value shall be determined by an investment banking firm of national reputation selected by the WME Member and reasonably acceptable to the SL Member, the KKR Member and the Company, whose expenses shall be borne by the CompanyPeriod. (iii) Solely for purposes of this Section 7.03(g), “Economic Cost”, means, with respect to a Class B Member, such Member’s direct or indirect Percentage Interest of any Company cash or other Company asset that is distributed in a non-pro rata distribution to fund all or any portion of any Earn-Out Payment; provided, that, “Economic Cost” shall not include any diminution in value, lost profits or similar cost not relating to the immediate economic effect of the applicable non-pro-rata distribution.

Earn-Out Payments. (ia) Pursuant As additional consideration for the Company Membership Interests and the Holding Membership Interests, for the three-year period following the first day of the month immediately following the Closing (collectively referred to the Purchase Agreementherein as, the WME Member or the Company“Earn-Out Period”), as applicable, are the obligors in Purchaser shall pay to Sellers with respect of a portion of to each Calculation Period within the Earn-Out Payment. Subject Period (in proportion to Section 7.03(g)(iitheir respective percentage ownership interests in the Company) such amounts (the “Earn-Out Payments”) as are determined in accordance with the following formula: Earn-Out Payment = (Company Gross Margin - (Company Revenue x 25%)) x Earn-Out Multiple provided that, in each case, the Earn-Out Payments may be funded in any of Conditions have been satisfied for the following manners (or any combination thereof) as determined by unanimous Board approval (provided that if unanimous Board approval is not obtained, the WME Member or the Company, as applicable, shall nevertheless be permitted to comply with their respective obligations to applicable Calculation Period. If the Earn-Out Recipients under Conditions have not been satisfied for the Purchase Agreement): (A) for so long as the January Capital Member is a Member, a special cash distribution by the Company to the January Capital Member in consideration of that portion of the Earn-Out Payment due to the January Capital Member, (B) a cash distribution to all Common Members on a pro rata basis to enable the Common Members (other than the Class B Members) to make Earn-Out Payments to the Earn-Out Recipients (provided that all such Common Members shall be required to make such Earn-Out Payment following receipt of such distribution), (C) a special cash distribution by the Company to the WME Member to fund Earn-Out Payments by the WME Member to the Earn-Out Recipients (provided that the WME Member shall be required to make such Earn-Out Payment following receipt of such distribution), and (D) funding by the WME Member (and to the extent agreed to by the Sponsor Members, the Sponsor Members) for Earn-Out Payments to the Earn-Out Recipients. (ii) The Earn-Out Payments shall be subject to the following rules: (A) Earn-Out Payments to the January Capital Member will, to the extent permitted under the terms of any indebtedness and Senior Equity of the Company and its Subsidiaries and Annex A, and to the extent the WME Directors reasonably determine (after meaningful consultation with the full Board) that doing so would not have an adverse impact on the Company or its Subsidiaries, for so long as the January Capital Member is a Member, be distributed by the Company to the January Capital Member (subject, in each case, to clause (B) below) (provided that, for purposes of clarification, the January Capital Member shall not lose or waive its right to receive unpaid Earn-Out Payments solely because it ceases to be a Member; provided further that, if the Company is prohibited under the terms of any indebtedness or Senior Equity of the Company or its Subsidiaries or Annex A, or the Board otherwise determines that doing so would have an adverse impact on the Company or its Subsidiaries, and accordingly does not distribute Earn-Out Payments to the January Capital Member in accordance with this clause (A)applicable Calculation Period, then the January Capital Member shall have the right, but not the obligation, to elect in writing to defer the payment of such Earn-Out Payment for a period of up to 24 months (the “Outside Earn-Out Payment Date”); provided further that the deferred no Earn-Out Payment will be made with respect to such Calculation Period pursuant to this Section 2.04(a). (b) As additional consideration for the Membership Interests, Purchaser shall also pay Sellers with respect to the January Capital Member on entire Earn-Out Period (in proportion to their respective ownership interests in the earliest to occur of Company) an amount (Athe “Cumulative Earn-Out Payment”) as is determined in accordance with the date on which the deferred following formula: Earn-Out Payment may be made = (Company Gross Margin - (Company Revenue x 25%)) x Earn-Out Multiple less the sum of all Earn-Out Payments previously earned by the Company in accordance with, and subject Sellers pursuant to the terms and conditions of, this clause (ASection 2.04(a), (2) provided that the date specified in writing by Earn-Out Conditions have been satisfied for the January Capital Member (provided entire Earn-Out Period. If the January Capital Member provides written notice to Earn-Out Conditions have not been satisfied for the WME Member at least 60 days prior to the date on which the January Capital Member would like to receive the deferred entire Earn-Out Period, then no Cumulative Earn-Out Payment if such date is prior to the Outside Earn-Out Payment Date) and (3) the Outside Earn-Out Payment Date, (B) the Class B Members shall will be grossed up so that they do not bear the effect of any Dilutive Adjustment (as defined below) or the Economic Cost of any Earn-Out Payments that are funded by distributions by the Company, (C) the Class B Members shall not bear any dilution arising from (x) the issuance of any Units that are issued in connection with the Earn-Out Payments or (y) any adjustment to the exercise price (a “Dilutive Adjustment”) of any securities or other interests convertible into Equity Securities of the Company resulting from any gross-up or true-up payment made in connection with, or that constitutes, any Earn-Out Payment, and (D) if any portion of the Earn-Out Payments are paid pursuant to clause (D) of this Section 7.03(g)(i) by the WME Member and, if applicable, any Sponsor Members, the WME Member and such Sponsor Members (if any2.04(b), will be issued Class A Common Units in respect of the amounts so paid thereby pursuant to such clause (D) at a price to be unanimously determined by the Board, which shall in no event be greater than Fair Market Value; provided, that if the Board does not unanimously agree on the price per Class A Common Unit, such Class A Common Units will be issued at Fair Market Value, as unanimously determined by the Board; provided, further, that if the Board does not unanimously agree on Fair Market Value, such value shall be determined by an investment banking firm of national reputation selected by the WME Member and reasonably acceptable to the SL Member, the KKR Member and the Company, whose expenses shall be borne by the Company. (iiic) Solely for For purposes of this Section 7.03(g)2.04, “Economic Cost”, means, with respect to a Class B Member, such Member’s direct or indirect Percentage Interest of any Company cash or other Company asset that is distributed in a non-pro rata distribution to fund all or any portion of any Earn-Out Payment; provided, that, “Economic Cost” the following additional definitions shall not include any diminution in value, lost profits or similar cost not relating to the immediate economic effect of the applicable non-pro-rata distribution.apply:

Earn-Out Payments. (i1) Pursuant to Within 5 Business Days following the Purchase Agreement, the WME Member or the Company, as applicable, are the obligors in respect achievement of a portion of the Earn-Out Payment. Subject to Section 7.03(g)(ii), the Earn-Out Payments may be funded in any of the following manners (or any combination thereof) as determined by unanimous Board approval (provided that if unanimous Board approval is not obtained, the WME Member or the Company, as applicable, shall nevertheless be permitted to comply with their respective obligations to the Earn-Out Recipients under the Purchase Agreement): (A) for so long as the January Capital Member is a MemberMilestone, a special cash distribution by the Company to the January Capital Member in consideration of that portion of the Earn-Out Payment due to the January Capital Member, (B) a cash distribution to all Common Members on a pro rata basis to enable the Common Members (other than the Class B Members) to make Earn-Out Payments to the Earn-Out Recipients (provided that all such Common Members shall be required to make such Earn-Out Payment following receipt of such distribution), (C) a special cash distribution by the Company to the WME Member to fund Earn-Out Payments by the WME Member to the Earn-Out Recipients (provided that the WME Member shall be required to make such Earn-Out Payment following receipt of such distribution), and (D) funding by the WME Member (and to the extent agreed to by the Sponsor Members, the Sponsor Members) for Earn-Out Payments to the Earn-Out Recipients. (ii) The Earn-Out Payments shall be subject to the following rules: (A) Earn-Out Payments to the January Capital Member will, to the extent permitted under the terms of any indebtedness and Senior Equity of the Company and its Subsidiaries and Annex A, and to the extent the WME Directors reasonably determine (after meaningful consultation with the full Board) that doing so would not have an adverse impact on the Company or its Subsidiaries, for so long as the January Capital Member is a Member, be distributed by the Company to the January Capital Member (subject, in each case, to clause (B) below) (provided that, for purposes of clarification, the January Capital Member shall not lose or waive its right to receive unpaid Earn-Out Payments solely because it ceases to be a Member; provided further that, if the Company is prohibited under the terms of any indebtedness or Senior Equity of the Company or its Subsidiaries or Annex A, or the Board otherwise determines that doing so would have an adverse impact on the Company or its Subsidiaries, and accordingly does not distribute Earn-Out Payments to the January Capital Member in accordance with this clause (A), then the January Capital Member shall have the right, but not the obligation, to elect in writing to defer the payment of such Earn-Out Payment for a period of up to 24 months (the “Outside Earn-Out Milestone Payment Date”), the Purchaser will: (a) notify the Vendors’ Representative in writing of such achievement (a “Milestone Notice”);‌ (b) pay an amount equal to (i) ₤0.00375 minus (ii) any adjustments provided for in Section 8.6(ii) (the “Cash Earn-Out”) to the Account by wire transaction of immediately available funds; and‌ (c) issue an aggregate number of Purchaser Shares equal to (A-B) X C (the “Share Earn-Out” and collectively a “Milestone Payment”), where A A is ₤0.02125, B is any adjustments provided further that for in Section 8.6(ii) divided by the deferred number of Purchased Shares, and C is the number of Purchased Shares divided by Purchaser Share Issue Price which Share Earn-Out Payment shall be issued in the proportions set forth on in Part B of Section 2.1 of the Disclosure Letter, with such number of Purchaser Shares to be rounding down to the nearest whole share. For greater certainty, the amounts referred to in Sections 2.4(1)(a) and 2.4(1)(b) will be made to the January Capital Member on the earliest to occur paid in respect of (A) the date on which the deferred Earn-Out Payment may be made by the Company in accordance with, and subject to the terms and conditions of, this clause (A), each Milestone that is achieved. (2) the date specified in writing by the January Capital Member (provided the January Capital Member provides written notice Subsequent to the WME Member at least 60 days prior Closing, Purchaser will own and control the Acquired Companies and will cause them to operate their business in such a manner as Purchaser determines in good faith to be in its best interest; provided however, that (i) the date on Purchaser shall not act in bad faith with respect to achieving each Milestone and (ii) the Acquired Companies shall not, and Purchaser shall not cause the Acquired Companies to, take any action the sole purpose or sole intent of which is to adversely impact the January Capital Member would like ability of the Acquired Companies to receive the deferred Earn-Out Payment if such date is prior to the Outside Earn-Out Payment Date) and achieve any one or more Milestone. (3) the Outside Earn-Out Payment Date, (B) the Class B Members shall be grossed up so that they do not bear the effect of any Dilutive Adjustment (as defined below) or the Economic Cost of any Earn-Out Payments that are funded by distributions Upon reasonable request by the CompanyVendors’ Representative, (C) the Class B Members Purchaser shall not bear any dilution arising from (x) provide all materials in its position to support the issuance of any Units conclusion that are issued in connection with a Milestone has either been achieved or failed to be achieved. If the Earn-Out Payments or (y) any adjustment Vendors’ Representative reasonably believes that the Purchaser has failed to deliver a Milestone Notice when required, the exercise price (a “Dilutive Adjustment”) of any securities or other interests convertible into Equity Securities of Vendors’ Representative shall deliver an Objection Notice and the Company resulting from any gross-up or true-up payment made in connection with, or that constitutes, any Earn-Out Payment, and (D) if any portion of the Earn-Out Payments are paid pursuant to clause (D) provisions of Section 7.03(g)(i) by the WME Member and, if applicable, any Sponsor Members, the WME Member and such Sponsor Members (if any), will be issued Class A Common Units in respect of the amounts so paid thereby pursuant to such clause (D) at a price to be unanimously determined by the Board, which 2.3.3 shall in no event be greater than Fair Market Valueapply mutatis mutandis; provided, however, that if the Board dispute does not unanimously agree on relate to an accounting matter, in lieu of the price per Class A Common Unitaccountant referred to in Section 2.3.3, such Class A Common Units the dispute will be issued at Fair Market Value, as unanimously determined by the Board; provided, further, that if the Board does not unanimously agree on Fair Market Value, such value shall be determined by submitted to an investment banking firm of national reputation selected by the WME Member and reasonably independent arbitrator mutually acceptable to the SL Member, the KKR Member Vendors’ Representative and the Company, whose expenses shall be borne by the CompanyPurchaser. (iii) Solely for purposes of this Section 7.03(g), “Economic Cost”, means, with respect to a Class B Member, such Member’s direct or indirect Percentage Interest of any Company cash or other Company asset that is distributed in a non-pro rata distribution to fund all or any portion of any Earn-Out Payment; provided, that, “Economic Cost” shall not include any diminution in value, lost profits or similar cost not relating to the immediate economic effect of the applicable non-pro-rata distribution.

Earn-Out Payments. If an Earn-Out Payment becomes due and payable, (i) Pursuant to the Purchase Agreementfor each Non-Employee Seller, the WME Member or the Company, as applicable, are the obligors in respect of a portion of the any such Earn-Out Payment. Subject Payment shall be made in cash in the amount specified next to Section 7.03(g)(ii), such Non-Employee Seller’s name under the column “Cash Consideration Paid if Earn-Out Payments may be funded in Achieved” on the Transaction Consideration Disbursement Schedule, and (ii) for each Employee Seller, any of the following manners (or any combination thereof) as determined by unanimous Board approval (provided that if unanimous Board approval is not obtained, the WME Member or the Company, as applicable, shall nevertheless be permitted to comply with their respective obligations to the such Earn-Out Recipients Payment shall be made (x) partially in cash in the amount specified next to such Employee Seller’s name under the Purchase Agreement): column “Cash Consideration Paid if Earn-Out Achieved” on the Transaction Consideration Disbursement Schedule, and (Ay) for so long as partially in Purchaser Common Stock, in the January Capital Member is a Member, a special number of shares specified next to such Employee Seller’s name under the column “Stock Consideration Paid if Earn-Out Achieved” on the Transaction Consideration Disbursement Schedule. Any such cash distribution payments shall be made by Purchaser within five (5) Business Days following the Company to the January Capital Member in consideration of that portion final determination of the Earn-Out Payment due pursuant to the January Capital Member, (B) a cash distribution this Section 2.5 by wire transfer of immediately available funds to all Common Members on a pro rata basis to enable the Common Members (other than the Class B Members) to make Earn-Out Payments to the Earn-Out Recipients (provided that all such Common Members shall be required to make such Earn-Out Payment following receipt of such distribution), (C) a special cash distribution by the Company to the WME Member to fund Earn-Out Payments by the WME Member to the Earn-Out Recipients (provided that the WME Member shall be required to make such Earn-Out Payment following receipt of such distribution), and (D) funding by the WME Member (and to the extent agreed to by the Sponsor Members, the Sponsor Members) for Earn-Out Payments to the Earn-Out Recipients. (ii) The Earn-Out Payments shall be subject to the following rules: (A) Earn-Out Payments to the January Capital Member will, to the extent permitted under the terms of any indebtedness and Senior Equity of the Company and its Subsidiaries and Annex A, and to the extent the WME Directors reasonably determine (after meaningful consultation with the full Board) that doing so would not have an adverse impact on the Company account or its Subsidiaries, for so long accounts as the January Capital Member is a Member, be distributed by the Company Seller Representative specifies to the January Capital Member (subject, in each case, to clause (B) below) (provided that, for purposes of clarification, the January Capital Member shall not lose or waive its right to receive unpaid Earn-Out Payments solely because it ceases to be a Member; provided further that, if the Company is prohibited under the terms of any indebtedness or Senior Equity of the Company or its Subsidiaries or Annex A, or the Board otherwise determines that doing so would have an adverse impact on the Company or its Subsidiaries, and accordingly does not distribute Earn-Out Payments to the January Capital Member in accordance with this clause (A), then the January Capital Member shall have the right, but not the obligation, to elect Purchaser in writing to defer the payment of such Earn-Out Payment for a period of up to 24 months (the “Outside Earn-Out Payment Date”); provided further that the deferred Earn-Out Payment will be made to the January Capital Member on the earliest to occur of (A) the date on which the deferred Earn-Out Payment may be made by the Company in accordance with, and subject to the terms and conditions of, this clause (A), within two (2) Business Days following the date specified in writing by the January Capital Member (provided the January Capital Member provides written notice to the WME Member at least 60 days prior to the date on which the January Capital Member would like to receive the deferred Earn-Out Payment if such date is prior to the Outside Earn-Out Payment Date) and (3) the Outside Earn-Out Payment Date, (B) the Class B Members shall be grossed up so that they do not bear the effect of any Dilutive Adjustment (as defined below) or the Economic Cost of any Earn-Out Payments that are funded by distributions by the Company, (C) the Class B Members shall not bear any dilution arising from (x) the issuance of any Units that are issued in connection with the Earn-Out Payments or (y) any adjustment to the exercise price (a “Dilutive Adjustment”) of any securities or other interests convertible into Equity Securities of the Company resulting from any gross-up or true-up payment made in connection with, or that constitutes, any Earn-Out Payment, and (D) if any portion final determination of the Earn-Out Payments are paid Payment pursuant to clause this Section 2.5. Any such stock payments shall be made within five (D5) Business Days following the final determination of the Earn-Out Payment pursuant to this Section 7.03(g)(i) 2.5 by Purchaser causing the WME Member and, if applicable, any Sponsor Members, transfer of the WME Member and such Sponsor Members (if any), will applicable number of shares of Purchaser Common Stock in book-entry form to be issued Class A Common Units in respect the name of the amounts so paid thereby pursuant applicable Employee Seller set forth in the Transaction Consideration Disbursement Schedule. The Parties hereto understand and agree that the contingent right to such clause (D) at a price to be unanimously determined by the Board, which shall in no event be greater than Fair Market Value; provided, that if the Board does not unanimously agree on the price per Class A Common Unit, such Class A Common Units will be issued at Fair Market Value, as unanimously determined by the Board; provided, further, that if the Board does not unanimously agree on Fair Market Value, such value shall be determined by an investment banking firm of national reputation selected by the WME Member and reasonably acceptable to the SL Member, the KKR Member and the Company, whose expenses shall be borne by the Company. (iii) Solely for purposes of this Section 7.03(g), “Economic Cost”, means, with respect to a Class B Member, such Member’s direct or indirect Percentage Interest of any Company cash or other Company asset that is distributed in a non-pro rata distribution to fund all or any portion of receive any Earn-Out Payment; provided, that, “Economic Cost” Payment shall not include be represented by any diminution in valueform of certificate or other instrument, lost profits or similar cost is not transferable, except by operation of Legal Requirements relating to the immediate economic effect of the applicable non-pro-rata descent and distribution, divorce and community property.

Earn-Out Payments. (ia) Pursuant The Company Stockholders and the Optionholders shall be entitled to receive additional consideration for their Shares or Option Shares contingent upon the Purchase Agreement, the WME Member or the Company, as applicable, are the obligors in respect of a portion performance of the Earn-Surviving Corporation’s business during the two Measurement Years (the “Earn Out Payment. Subject to Section 7.03(g)(iiPeriod”), the Earn-all as described in Section 3.6(b). The Earn Out Payments Period may be funded unilaterally extended by Parent in any of the following manners (or any combination thereof) its sole discretion as determined by unanimous Board approval (provided that if unanimous Board approval is not obtained, the WME Member or the Company, as applicable, shall nevertheless be permitted to comply with their respective obligations to the Earn-Out Recipients under the Purchase Agreement): (A) for so long as the January Capital Member is a Member, a special cash distribution by the Company to the January Capital Member in consideration of that portion of the Earn-Out Payment due to the January Capital Member, (B) a cash distribution to all Common Members on a pro rata basis to enable the Common Members (other than the Class B Members) to make Earn-Out Payments to the Earn-Out Recipients (provided that all such Common Members shall be required to make such Earn-Out Payment following receipt of such distribution), (C) a special cash distribution by the Company to the WME Member to fund Earn-Out Payments by the WME Member to the Earn-Out Recipients (provided that the WME Member shall be required to make such Earn-Out Payment following receipt of such distribution), and (D) funding by the WME Member (and to the extent agreed to by the Sponsor Members, the Sponsor Members) for Earn-Out Payments to the Earn-Out RecipientsExhibit F-1. (iib) The Earn-Out Payments For purposes of determining whether the Company Stockholders and the Optionholders shall be subject entitled to receive Earn Out Payments, the following rules: Earn Out Period will be divided into two twelve month periods (A) Earn-Out Payments to each a “Measurement Year”): The first Measurement Year begins on January 1, 2006 and ends on December 31, 2006, and the second Measurement Year begins on January Capital Member will1, to the extent permitted under the terms of any indebtedness 2007 and Senior Equity of ends on December 31, 2007. For each Measurement Year, the Company Stockholders and its Subsidiaries and Annex A, the Optionholders will in the aggregate be entitled to receive the payments set forth on Exhibit F-1 (the “Earn Out Payments”) if and to the extent the WME Directors reasonably determine conditions set forth on Exhibit F-1 are met during the applicable Measurement Year. Exhibit F-2 sets forth each Company Stockholder’s and Optionholders allocable percentage of any Earn Out Payment. (after meaningful consultation with c) Within 30 days following the full Boardend of the applicable Measurement Year, Parent shall deliver to the Stockholders’ Representative a written notice (the “Earn Out Notice”) that doing so would not have an adverse impact sets forth (i) the Surviving Corporation’s EBITDA for such Measurement Year and (ii) Parent’s calculation of the Earn Out Payment, if any, to be paid to the Stockholders’ Representative on the Company or its Subsidiariesupcoming Payment Date, for so long as along with all information reasonably necessary to demonstrate the January Capital Member is a Member, be distributed by accuracy calculation of said amounts. Not later than 10 Business Days after receiving the Company to the January Capital Member (subject, in each case, to clause (B) below) (provided that, for purposes of clarificationEarn Out Notice, the January Capital Member Stockholders’ Representative shall not lose or waive its right notify Parent in writing as to receive unpaid Earn-Out Payments solely because it ceases whether the Stockholders’ Representative has any objection to be a Member; provided further that, if the Company is prohibited under the terms of any indebtedness or Senior Equity Parent’s determination of the Company or its Subsidiaries or Annex A, or Earn Out Payment (the Board otherwise determines that doing so would have an adverse impact on the Company or its Subsidiaries, and accordingly does not distribute Earn-Out Payments to the January Capital Member in accordance with this clause (A“Objection Notice”). If no such Objection Notice is given, then the January Capital Member shall have amount of the right, but not the obligation, to elect in writing to defer the payment of such Earn-Earn Out Payment for a period of up to 24 months (such Measurement Year in the “Outside Earn-Earn Out Payment Date”); provided further that the deferred Earn-Out Payment will be made to the January Capital Member on the earliest to occur of (A) the date on which the deferred Earn-Out Payment may be made by the Company in accordance with, and subject to the terms and conditions of, this clause (A), (2) the date specified in writing by the January Capital Member (provided the January Capital Member provides written notice to the WME Member at least 60 days prior to the date on which the January Capital Member would like to receive the deferred Earn-Out Payment if such date is prior to the Outside Earn-Out Payment Date) and (3) the Outside Earn-Out Payment Date, (B) the Class B Members Notice shall be grossed up so deemed to be agreed upon and such agreement shall be final and binding upon the parties. If the Stockholders’ Representative notifies Parent that they do not bear it disagrees with any of Parent’s calculations, such notification shall provide a reasonably detailed explanation of the effect Stockholders’ Representative’s disagreement with Parent’s calculation. In connection with verifying the accuracy of Parent’s calculation of any Dilutive Adjustment (as defined below) or the Economic Cost of any Earn-Out Payments that are funded by distributions by the Company, (C) the Class B Members shall not bear any dilution arising from (x) the issuance of any Units that are issued in connection with the Earn-Out Payments or (y) any adjustment to the exercise price (a “Dilutive Adjustment”) of any securities or other interests convertible into Equity Securities of the Company resulting from any gross-up or true-up payment made in connection with, or that constitutes, any Earn-Earn Out Payment, or Parent’s determination that no such payment is due for a given Measurement Year, Parent shall provide the Stockholders’ Representative with reasonable access during normal business hours to such of its and (D) if the Surviving Corporation’s books and records as is reasonably requested by the Stockholders’ Representative. If the Stockholders’ Representative and Parent are unable to resolve any portion disagreements within 30 days after the Stockholders’ Representative’s delivery to Parent of the Earn-Out Payments are paid pursuant to clause (D) of Section 7.03(g)(i) by the WME Member and, if applicable, any Sponsor MembersObjection Notice, the WME Member and such Sponsor Members (if any), will be issued Class A Common Units in respect determination of the amounts so paid thereby pursuant Earn Out Payment, the disputed items and all relevant records and information with respect to the disputed items shall be submitted to the Independent Accounting Firm for determination of the amount of such clause (D) at a price to be unanimously determined by the Boarddisputed items only, which determination shall in no event be greater than Fair Market Value; provided, that if the Board does not unanimously agree final and binding on the price per Class A Common Unit, such Class A Common Units will be issued at Fair Market Value, as unanimously determined by Parties. The expenses of the Board; provided, further, that if the Board does not unanimously agree on Fair Market Value, such value shall be determined by an investment banking firm of national reputation selected by the WME Member and reasonably acceptable to the SL Member, the KKR Member and the Company, whose expenses Independent Accounting Firm shall be borne by the Company. (iii) Solely for purposes of this Section 7.03(g), “Economic Cost”, means, with respect to a Class B Member, such Member’s direct or indirect Percentage Interest of Company Stockholders and the Optionholders and shall be paid by offset against any Company cash or other Company asset that is distributed in a non-pro rata distribution to fund all or any portion of any Earn-Earn Out Payment; provided, thathowever, “Economic Cost” if Parent is the Party whose determination of the disputed amount or amounts is furthest from the amount determined by the Independent Accounting Firm, then the fees and expenses of the Independent Accounting Firm shall not include be borne by Parent. (d) Any portion of any diminution in value, lost profits or similar cost not relating Earn Out Payment that is due and undisputed by the Parties shall be paid by Parent to the immediate economic effect Stockholders’ Representative by wire transfer of immediately available funds within 30 Business Days after receipt by Parent and the Surviving Corporation of an Objection Notice (or if none is received, within 30 Business Days after an Objection Notice would be due if timely made by the Stockholders’ Representative). Any portion of any Earn Out Payment that is disputed and is finally determined to be due either by mutual agreement of the applicable non-pro-rata distributionParties or the Independent Accounting Firm shall be paid by Parent to the Stockholders’ Representative by wire transfer of immediately available funds within 30 Business Days after the mutual agreement or final determination of the disputed amount, as applicable. The Stockholders’ Representative is expressly authorized and directed to pay out of the proceeds of any Earn Out Payment by Parent any fees and expenses owed to any finder or broker as a result thereunder prior to the remainder being distributed to the Company Stockholders and Optionholders. The Stockholders’ Representative shall be solely responsible for distributing to the Company Stockholders and the Optionholders the amount of any Earn Out Payment paid by Parent pursuant to this Section 3.6 (subject to the preceding sentence). Parent shall have no responsibility or Liability for the allocation of any such Earn Out Payment amount among the Company Stockholders and the Optionholders or the payment thereof to the Company Stockholders and the Optionholders. The Company Stockholders and the Optionholders shall look solely to the Stockholders’ Representative with respect to the determination of their entitlement to any Earn Out Payment and the amount thereof. (e) Parent shall have the right to offset any Parent Losses recoverable under Article 9 (giving effect to Section 9.3(a)) against any Earn Out Payments due under this Agreement.

Earn-Out Payments. (ia) Pursuant Earn-Out Payments. For the twelve (12) month period ended December 31, 2022 (the “Earn-Out Period”), as additional consideration for the transactions contemplated hereby, Purchaser shall pay or cause to be paid to Seller, in cash, an amount as determined in accordance with this Section 1.7 (the Purchase Agreement, the WME Member or “Earn-Out Amount”). Within thirty (30) days following delivery of the Company, ’s audited consolidated statement of financial position or balance sheet of the Company as applicable, are at the obligors in respect of a portion end of the Earn-Out Payment. Subject to Section 7.03(g)(ii)Period and the related audited consolidated income statement, audited consolidated statement of comprehensive income, audited consolidated statement of cash flows and audited consolidated statement of changes in equity (the “Audited Financial Statements”) for the Earn-Out Payments may be funded in any Period by a “Big 4” or other nationally recognized independent certified public accountant registered with the PCAOB (the “Purchaser Auditor”), Purchaser shall (i) prepare a good faith calculation (the “Proposed Earn-Out Calculation”) of the following manners (or any combination thereof) as determined by unanimous Board approval (provided that if unanimous Board approval is not obtained, the WME Member or the Company, as applicable, shall nevertheless be permitted to comply with their respective obligations to Adjusted EBITDA for the Earn-Out Recipients under Period and the Purchase Agreement): (A) for so long as the January Capital Member is a Member, a special cash distribution by the Company to the January Capital Member in consideration of that portion of the Earn-Out Payment due to the January Capital Member, (B) a cash distribution to all Common Members on a pro rata basis to enable the Common Members (other than the Class B Members) to make Earn-Out Payments to the Earn-Out Recipients (provided that all such Common Members shall be required to make such Earn-Out Payment following receipt of such distribution), (C) a special cash distribution by the Company to the WME Member to fund Earn-Out Payments by the WME Member to the Earn-Out Recipients (provided that the WME Member shall be required to make such Earn-Out Payment following receipt of such distribution), and (D) funding by the WME Member (and to the extent agreed to by the Sponsor Members, the Sponsor Members) for Earn-Out Payments to the Earn-Out Recipients. (ii) The Earn-Out Payments shall be subject to the following rules: (A) Earn-Out Payments to the January Capital Member will, to the extent permitted under the terms of any indebtedness and Senior Equity of the Company and its Subsidiaries and Annex A, and to the extent the WME Directors reasonably determine (after meaningful consultation with the full Board) that doing so would not have an adverse impact on the Company or its Subsidiaries, for so long as the January Capital Member is a Member, be distributed by the Company to the January Capital Member (subject, in each case, to clause (B) below) (provided that, for purposes of clarification, the January Capital Member shall not lose or waive its right to receive unpaid Earn-Out Payments solely because it ceases to be a Member; provided further that, if the Company is prohibited under the terms of any indebtedness or Senior Equity of the Company or its Subsidiaries or Annex A, or the Board otherwise determines that doing so would have an adverse impact on the Company or its Subsidiaries, and accordingly does not distribute Earn-Out Payments to the January Capital Member in accordance with this clause (A), then the January Capital Member shall have the right, but not the obligation, to elect in writing to defer the payment of such Earn-Out Payment for a period of up to 24 months (the “Outside Earn-Out Payment Date”); provided further that the deferred Earn-Out Payment will be made to the January Capital Member on the earliest to occur of (A) the date on which the deferred Earn-Out Payment may be made by the Company in accordance with, and subject to the terms and conditions of, this clause (A), (2) the date specified in writing by the January Capital Member (provided the January Capital Member provides written notice to the WME Member at least 60 days prior to the date on which the January Capital Member would like to receive the deferred Earn-Out Payment if such date is prior to the Outside Earn-Out Payment Date) and (3) the Outside Earn-Out Payment Date, (B) the Class B Members shall be grossed up so that they do not bear the effect of any Dilutive Adjustment (as defined below) or the Economic Cost of any Earn-Out Payments that are funded by distributions by the Company, (C) the Class B Members shall not bear any dilution arising from (x) the issuance of any Units that are issued applicable amount payable in connection with the Earn-Out Payments or Amount, if any, as determined in accordance with Section 1.7(b) (y) any adjustment to such amount, as applicable, the exercise price (a “Dilutive Adjustment”) of any securities or other interests convertible into Equity Securities of the Company resulting from any gross-up or true-up payment made in connection with, or that constitutes, any Proposed Earn-Out PaymentAmount”), and (Dii) if any portion deliver to Seller a copy of the Proposed Earn-Out Calculation together with such Audited Financial Statements and other supporting documentation describing in reasonable detail how the Proposed Earn-Out Amount was calculated or otherwise determined (the “Earn-Out Statement”). Following the final and conclusive determination of the Earn-Out Payments are paid pursuant to clause (D) of Section 7.03(g)(i) by the WME Member and, if applicable, any Sponsor Members, the WME Member and such Sponsor Members (if any), will be issued Class A Common Units Amount in respect of the amounts so paid thereby pursuant to such clause (D) at a price to be unanimously determined by the Board, which shall in no event be greater than Fair Market Value; provided, that if the Board does not unanimously agree on the price per Class A Common Unit, such Class A Common Units will be issued at Fair Market Value, as unanimously determined by the Board; provided, further, that if the Board does not unanimously agree on Fair Market Value, such value shall be determined by an investment banking firm of national reputation selected by the WME Member and reasonably acceptable to the SL Member, the KKR Member and the Company, whose expenses shall be borne by the Company. (iii) Solely for purposes of accordance with this Section 7.03(g), 1.7 (the “Economic Cost”, means, with respect to a Class B Member, such Member’s direct or indirect Percentage Interest of any Company cash or other Company asset that is distributed in a non-pro rata distribution to fund all or any portion of any Final Earn-Out Payment; providedAmount”), thatif the Final Earn-Out Amount exceeds $0.00, “Economic Cost” shall not include Purchaser shall, as promptly as practicable and in any diminution in valueevent within ten (10) Business Days after such final determination, lost profits pay, or similar cost not relating cause to the immediate economic effect of be paid, the applicable nonEarn-pro-rata distributionOut Amount to Seller by wire transfer of immediately available funds to an account designated in writing by Seller.

Earn-Out Payments. Earn Out Report. Dispute Resolution. (a) Within sixty (60) calendar days after the closing of each Earn Out Period, the Purchaser shall prepare and deliver to the Group B Sellers a report stating in reasonable detail the Purchaser’s determination of the applicable Earn Out Payment (the “Earn Out Report”) based on the Company’s financial statements on a consolidated basis and Exhibit C. (b) Within ten (10) Business Days from the date of delivery of the Earn Out Report, and irrespectively of whether the Group B Sellers deliver an Earn Out Objection Notice (as set forth in the next subsection), the Purchaser shall pay to the Group B Sellers the Earn Out Payment in immediately available funds by means of a deposit in the Group B Sellers Account. (c) Unless the Group B Sellers (acting jointly) object to Purchaser’s determination of the Earn Out Payment as set forth in an Earn Out Report by the delivery to Purchaser of a written notice setting forth the basis for such objection (an “Earn Out Objection Notice”) within twenty (20) Business Days after the Group B Sellers’ receipt of the Earn Out Report (or if, at any time, Sellers, acting jointly, deliver to Purchaser a written notice expressly accepting the Earn Out Report), the Earn Out Report shall be conclusive and binding for all purposes of this Agreement, in the absence of any manifest error. (d) In the event that the Group B Sellers (acting jointly) timely deliver an Earn Out Objection Notice, Purchaser and the Group B Sellers shall first use diligent good faith efforts to resolve such dispute between themselves and the Purchaser shall deliver in due time to the Group B Sellers copy of all the relevant information used to prepare the Earn Out Report. If they are unable to resolve such dispute within thirty (30) calendar days after the delivery of the Earn Out Objection Notice, then the dispute shall be submitted to a financial arbitrator (the “Financial Arbitrator”) (acting as arbitrator and not as an expert) for determination as follows: (i) Pursuant The Group B Sellers, will nominate, within the ten (10) Business Days following the failure to resolve directly the Purchase Agreementdispute, two (2) firms from the WME Member or the Company, as applicable, are the obligors list of accounting firms listed in respect of a portion of the Earn-Out Payment. Subject Schedule C under items 1 to Section 7.03(g)(ii), the Earn-Out Payments may be funded in any of the following manners (or any combination 4 thereof) as determined by unanimous Board approval (provided that if unanimous Board approval is not obtained, the WME Member or the Company, as applicable, shall nevertheless be permitted to comply with their respective obligations to the Earn-Out Recipients under the Purchase Agreement): (A) for so long as the January Capital Member is a Member, a special cash distribution by the Company to the January Capital Member in consideration of that portion of the Earn-Out Payment due to the January Capital Member, (B) a cash distribution to all Common Members on a pro rata basis to enable the Common Members (other than the Class B Members) to make Earn-Out Payments to the Earn-Out Recipients (provided that all such Common Members shall be required to make such Earn-Out Payment following receipt of such distribution), (C) a special cash distribution by the Company to the WME Member to fund Earn-Out Payments by the WME Member to the Earn-Out Recipients (provided that the WME Member shall be required to make such Earn-Out Payment following receipt of such distribution), and (D) funding by the WME Member (and to the extent agreed to by the Sponsor Members, the Sponsor Members) for Earn-Out Payments to the Earn-Out Recipients. (ii) The Earn-Out Payments Purchaser will have a term of ten (10) Business Days following the receipt of the nomination for Financial Arbitrators to elect one of the firms from the two (2) firms designated by the Group B Sellers. If the Purchaser fails to choose a firm within the given time, the Group B Sellers will choose the Financial Arbitrator from the two (2) firms designated by the Group B Sellers. In case the designated firm is not able to act as a Financial Arbitrator, the other firm designated by the Group B Sellers shall be subject to deemed chosen by the following rules: (A) Earn-Out Payments to Purchaser or the January Capital Member willGroup B Sellers, as the case may be, to act as Financial Arbitrator. In case this second firm is not able to act a a Financial Arbitrator, Purchaser or Group B Sellers, as the extent permitted case may be, shall choose from the other two firms listed in Schedule C under the terms of any indebtedness and Senior Equity items 1 to 4. In case none of the Company firms listed under items 1 to 4 of Schedule C are able to act as Financial Arbitrators, the Group B Sellers shall nominate the firms listed under items 5 and its Subsidiaries 6 of Schedule C for Purchaser to elect one of such two (2) firms. In case the designated firm is not able to act as a Financial Arbitrator, the other firm designated by the Group B Sellers shall be deemed chosen by the Purchaser to act a Financial Arbitrator. If neither of such firms are able to act as Financial Arbitrators, Purchaser and Annex A, and to the extent the WME Directors reasonably determine (after meaningful consultation with the full Board) that doing so would not have an adverse impact Group B Sellers shall jointly agree on the Company or its Subsidiariesnomination of a reputable firm to act as Financial Arbitrator. If they cannot reach an agreement on who the Financial Arbitrator shall be, for so long as within the January Capital Member is a Member, be distributed by ten (10) Business Days following the Company to date on wich the January Capital Member (subject, in each case, to clause (B) below) (provided that, for purposes of clarification, the January Capital Member shall not lose or waive its right to receive unpaid Earn-Out Payments solely because it ceases to be a Member; provided further that, if the Company is prohibited under the terms of any indebtedness or Senior Equity last of the Company or its Subsidiaries or Annex Afirms listed on Schecule C, or the Board otherwise determines that doing so would have an adverse impact on the Company or its Subsidiaries, and accordingly does not distribute Earn-Out Payments refused to the January Capital Member in accordance with this clause (A)act as Financial Arbitrator, then the January Capital Member Arbitration provision in Section 10.12 shall have apply. (iii) The Purchaser and the right, but not the obligation, to elect in writing to defer the payment of such Earn-Out Payment for a period of up to 24 months Group B Sellers (the “Outside Earn-Out Payment Date”); provided further that the deferred Earn-Out Payment will be made acting jointly) shall submit to the January Capital Member on Financial Arbitrator, within fifteen (15) Business Days after the earliest to occur date of the engagement of the Financial Arbitrator, copies of (A) the date on which the deferred Earn-applicable Earn Out Payment may be made by the Company in accordance with, and subject to the terms and conditions of, this clause (A), (2) the date specified in writing by the January Capital Member (provided the January Capital Member provides written notice to the WME Member at least 60 days prior to the date on which the January Capital Member would like to receive the deferred Earn-Out Payment if such date is prior to the Outside Earn-Out Payment Date) and (3) the Outside Earn-Out Payment DateReport, (B) the Class B Members shall be grossed up so that they do not bear the effect of any Dilutive Adjustment (as defined below) or the Economic Cost of any Earn-Earn Out Payments that are funded by distributions by the CompanyObjection Notice, and (C) a list of all unresolved objections raised by the Class Group B Members Sellers with respect to the calculation of the Earn Out Payment in the applicable Earn Out Report (the “Unresolved Earn Out Objections”). Each of the Purchaser and the Group B Sellers (acting jointly) shall submit to the Financial Arbitrator (with a copy delivered to the other Parties on the same day), within the thirty (30) calendar days following the date of the engagement of the Financial Arbitrator, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Earn Out Objections. It is hereby clarified that, in the context of a dispute submitted to the Financial Arbitrator, the Purchaser shall –at its exclusive discretion– be allowed to request, and the Financial Arbitrator shall be required to conduct, a complete examination of the determination of the applicable Earn Out Payment. For purposes thereof, it is understood that the Purchaser’s initial determination of the Earn Out Payment set forth in the Earn Out Report shall in no case be deemed an acknowledgement or recognition of a minimum payment in favor of the Group B Sellers. Accordingly, the calculation of the applicable Earn Out Payment determined by the Financial Arbitrator may result in a lesser amount than the Earn Out Payment as initially calculated by the Purchaser. The Financial Arbitrator may, at its discretion, conduct a meeting concerning the Unresolved Earn Out Objections, at which meeting Purchaser and the Group B Sellers (or their designees) shall have the right to present additional documents, materials and other information and to have present their respective advisors, counsel and accountants. In connection with the resolution of the Unresolved Earn Out Objections, and except as set forth in the previous sentence, there shall be no other hearings or oral examinations, testimony, depositions, discovery or other similar proceedings. Each of the Purchaser and the Group B Sellers (acting jointly) shall make available to the other Party and the Financial Arbitrator, as the case may be, such documents, books, records, work papers, facilities, personnel and other information as the Financial Arbitrator may reasonably request to review the Earn Out Report and to resolve the Unresolved Earn Out Objections. (iv) Within the sixty (60) calendar days following the date of the engagement of the Financial Arbitrator, the Financial Arbitrator shall prepare and distribute to the parties a written report setting forth the Financial Arbitrator’s determination of the Earn Out Payment and the Financial Arbitrator’s reasons therefor (the “Financial Arbitrator Determination”). Purchaser shall then be obligated to make the applicable Earn Out Payment pursuant to this Agreement as if such Earn Out Payment calculation (made pursuant to the Financial Arbitrator Determination) had been set forth in the original applicable Earn Out Report. The decision rendered by the Financial Arbitrator and set forth in the Financial Arbitrator Determination shall be final, conclusive and binding upon the parties, judgment thereon may be entered and enforced in any court of competent jurisdiction, and such decision shall not bear be subject to appeal by any dilution arising from Party. (xv) The fees and expenses of the issuance of any Units that are issued Financial Arbitrator in connection with the Earnresolution of disputes pursuant to this Agreement shall be allocated among the Purchaser and the Group B Sellers in a proportion to be determined taking into consideration the proportional difference between the Financial Arbitrator’s final determination of the Earn Out Payment vis-à-vis the respective positions of the parties on the Unresolved Earn Out Payments or Objections as set forth in the memorandum referred in paragraph (ya) any adjustment above. For example, if, when submitting the Unresolved Earn Out Objections to the exercise price Financial Arbitrator, the Group B Sellers’ (a “Dilutive Adjustment”acting jointly) of any securities or other interests convertible into Equity Securities claim that the applicable Earn Out Payment is $2,000 greater than the amount determined by Purchaser when submitting the dispute to the Financial Arbitrator, and the Financial Arbitrator ultimately resolves the dispute by determining in favor of the Company resulting from any gross-up or true-up payment made Group B Sellers $1,300 of the $2,000 contested, then the costs and expenses of arbitration will be allocated 65% (i.e., 1,300 ÷ 2,000) to Purchaser and 35% (i.e., 700 ÷ 2,000) to the Group B Sellers. Subject to the foregoing sentence, each Party shall be responsible for its own fees and expenses incurred in connection withwith this Section 1.3.3(d)(v). Within the Group B Sellers, or that constitutes, any Earn-Out Payment, and (D) if any each Group B Seller shall be responsible for its portion of the Earn-fees and expenses of the Financial Arbitrator on a pro rata basis according to each Group B Sellers’ Ownership Percentage. Any difference between any amount paid by the Purchaser as Earn Out Payments are paid Payment and the final amount of the Earn Out Payment (as determined pursuant to clause the Financial Arbitrator Determination) shall be paid in immediately available funds to the Group B Sellers or the Purchaser, as applicable, within five (D5) of Section 7.03(g)(i) Business Days from the date in which the Financial Arbitrator Determination is notified to the Group B Sellers and the Purchaser, in the Group B Sellers Account or the account designated in writing by the WME Member and, if applicable, any Sponsor Members, the WME Member and such Sponsor Members Purchaser at least three (if any), will be issued Class A Common Units in respect of the amounts so paid thereby pursuant 3) Business Days prior to such clause (D) at a price to be unanimously determined by the Board, which shall in no event be greater than Fair Market Value; provided, that if the Board does not unanimously agree on the price per Class A Common Unit, such Class A Common Units will be issued at Fair Market Valuepayment, as unanimously determined by the Board; provided, further, that if the Board does not unanimously agree on Fair Market Value, such value shall be determined by an investment banking firm of national reputation selected by the WME Member and reasonably acceptable to the SL Member, the KKR Member and the Company, whose expenses shall be borne by the Companycase may be. (iii) Solely for purposes of this Section 7.03(g), “Economic Cost”, means, with respect to a Class B Member, such Member’s direct or indirect Percentage Interest of any Company cash or other Company asset that is distributed in a non-pro rata distribution to fund all or any portion of any Earn-Out Payment; provided, that, “Economic Cost” shall not include any diminution in value, lost profits or similar cost not relating to the immediate economic effect of the applicable non-pro-rata distribution.

Earn-Out Payments. (a) No later than the thirtieth (30th) calendar day following the last day of each Earn-out Quarter, Purchaser shall prepare and deliver to the Sellers and Xxxxxx Xxxxxx, LLP (“Xxxxxx Xxxxxx”) a reasonably detailed written statement of Purchaser Gross Revenues for such Earn-out Quarter (the “Earn-out Statement”). (b) If (i) Pursuant to the Purchase AgreementClosing occurs; and (ii) the Purchaser Gross Revenue for the applicable Earn-out Quarter is greater than the Purchaser Gross Revenue in the corresponding Base Quarter, the WME Member or the Companythen Purchaser shall, as applicable, are the obligors in respect of a portion of together with the Earn-Out Payment. Subject out Statement, pay or cause to Section 7.03(g)(ii)be paid by wire transfer of immediately available funds to the account of the Sellers, an amount in cash (the “Earn-Out Payments may be funded in any of the following manners (or any combination thereofout Amount”) as determined by unanimous Board approval (provided that if unanimous Board approval is not obtained, the WME Member or the Company, as applicable, shall nevertheless be permitted to comply with their respective obligations equal to the Earn-Out Recipients under the Purchase Agreement): product of (i) (A) the Purchaser Gross Revenue for so long as the January Capital Member is a Member, a special cash distribution by the Company to the January Capital Member in consideration of that portion of the applicable Earn-Out Payment due to the January Capital Memberout Quarter, minus (B) a cash distribution to all Common Members on a pro rata basis to enable the Common Members Purchaser Gross Revenue for the corresponding Base Quarter, multiplied by, (other ii) fifteen percent (15%). If the Purchaser Gross Revenue for the applicable Earn-out Quarter is less than the Class B Members) Purchaser Gross Revenue for the corresponding Base Quarter, then Purchaser shall not have any obligation to make Earn-Out Payments make, or cause to the Earn-Out Recipients (provided that all such Common Members shall be required to make made, any payment for such Earn-Out Payment following receipt of such distributionout Quarter pursuant to this Section 1.4(b), (C. Purchaser represents and warrants to the Sellers that the Base Quarter Purchaser Gross Revenues set forth on Schedule 1.4(b) a special cash distribution are true and correct. Upon reasonable prior notice by the Company Sellers to Purchaser and during normal business hours, Purchaser shall from time to time provide the WME Member Sellers and their accountants with reasonable access to fund Earn-Out Payments by its books and records and provide the WME Member to the Earn-Out Recipients (provided that the WME Member shall be required to make such Earn-Out Payment following receipt of such distribution), and (D) funding by the WME Member (and to the extent agreed to by the Sponsor Members, the Sponsor Members) for Earn-Out Payments to the Earn-Out Recipients. (ii) The Earn-Out Payments shall be subject to the following rules: (A) Earn-Out Payments to the January Capital Member will, to the extent permitted under the terms of any indebtedness and Senior Equity of the Company and its Subsidiaries and Annex A, and to the extent the WME Directors Sellers with all other information they reasonably determine (after meaningful consultation with the full Board) that doing so would not have an adverse impact on the Company or its Subsidiaries, for so long as the January Capital Member is a Member, be distributed by the Company to the January Capital Member (subjectrequest, in each case, regarding Purchaser Gross Revenue for Base Quarters and Earn-out Quarters. Except to clause enforce its rights or as required by law or to meet reporting obligations, the Sellers shall, and shall cause its accountants to, keep confidential and not use any nonpublic information provided by Purchaser pursuant to this Section 1.4 other than the amount of the earn-out payments made by Purchaser to the Sellers. (Bc) belowNo later than the thirtieth (30th) calendar day following the last day of each Full Period End Earn-out Quarter, Purchaser shall prepare and deliver to the Sellers and Xxxxxx Xxxxxx a reasonably detailed written statement (provided the “Full Period Earn-out Statement”) of the aggregate Purchaser Gross Revenue for the four Earn-out Quarters ending on the last day of such Full Period End Earn-out Quarter (the “Full Period Purchaser Gross Revenue”). (d) The Full Period Purchaser Gross Revenue as set forth in any Full Period Earn-out Statement shall be conclusively presumed to be true and correct in all respects and shall be final and binding, and the Sellers shall be deemed to have agreed with the calculations of the Full Period Purchaser Gross Revenue, unless the Sellers, within thirty (30) days after delivery to the Sellers of the Full Period Earn-out Statement, notify Purchaser in writing (the “Dispute Notice”) that the Sellers dispute Purchaser’s calculations of the Full Period Purchaser Gross Revenue set forth therein, specifying the nature of the disputed items and the basis therefor in reasonable detail (the “Disputed Items”). The Sellers and Purchaser shall promptly endeavor in good faith to resolve and finally determine any such disputed items, and upon successful resolution thereof, the Full Period Purchaser Gross Revenue, as adjusted to the extent necessary to reflect the resolution thereof, shall be final, conclusive and binding. (e) If the Sellers and Purchaser are unable to agree on the Full Period Purchaser Gross Revenue within ten (10) Business Days after delivery of the Dispute Notice, then the Sellers and Purchaser shall submit all unresolved Disputed Items (collectively, the “Unresolved Items”) to Pricewaterhouse Coopers, LLP (the “Independent Accountants”) to review and resolve such matters. The Independent Accountants shall recalculate the Disputed Items specified in the Dispute Notice. The Sellers and Purchaser will instruct the Independent Accountants to endeavor to complete such review and resolution process as promptly as reasonably practicable, and in any case no more than thirty (30) days after submission of the Disputed Item(s) to the Independent Accountants. Subject to the foregoing, the Independent Accountants may conduct such proceedings as the Independent Accountants believe, in their sole discretion, are appropriate in determining the Unresolved Items; provided, however, that, unless the Sellers and Purchaser otherwise agree, all material communications between the Sellers or Purchaser or any of their respective representatives, on the one hand, and the Independent Accountants, on the other hand, will be in writing with copies simultaneously delivered to either the Sellers or Purchaser (whichever was not the sender or recipient of such material communications). The Independent Accountants’ resolution of the Unresolved Items will be final, binding and conclusive for purposes all purposes, effective as of clarificationthe date the Independent Accountants’ written resolution is delivered to the Sellers and Purchaser The dispute resolution procedure set forth in this Section 1.4(e) shall be the exclusive dispute resolution mechanics for determining any Disputed Item hereunder, including, any Disputed Item concerning whether the calculation of Full Period Purchaser Gross Revenue was prepared in accordance with Generally Accepted Accounting Principles consistently applied, and the indemnifications provisions set forth in Article 7 hereof shall not apply to any such dispute. Each of the Sellers and Purchaser will bear its own legal, accounting and other fees and expenses of participating in such dispute resolution procedure. Any fees and expenses of the Independent Accountants incurred pursuant to this Section 1.4(e) shall be borne entirely by (i) the Sellers if the Independent Accountant determines that the Full Period Purchaser Gross Revenue reported to the Sellers by Purchaser is equal to or less than the Purchaser Gross Revenue finally determined by the Independent Accountants or (ii) Purchaser if the Independent Accountant determines that the Full Period Purchaser Gross Revenue reported to the Sellers by Purchaser is greater than the Purchaser Gross Revenue finally determined by the Independent Accountants. (f) If, following the determination of the Full Period Purchaser Gross Revenue for the applicable period, as finally determined pursuant to Section 1.4(d) or Section 1.4(e), the January Capital Member shall not lose or waive its right to receive unpaid Aggregate Full Period Payment Amount for the applicable period is greater than the Actual Full Period Earn-Out Payments solely because it ceases to be a Member; provided further thatout Amount for such applicable period, if then the Company is prohibited under Sellers shall, within five (5) Business Days after the terms of any indebtedness or Senior Equity determination of the Company or its Subsidiaries or Annex A, or the Board otherwise determines that doing so would have an adverse impact on the Company or its Subsidiaries, and accordingly does not distribute Earn-Out Payments to the January Capital Member Full Period Purchaser Gross Revenue in accordance with this clause Section 1.4, pay by wire transfer of immediately available funds to an account designated by Purchaser an amount in cash equal to (Ai) such Aggregate Full Period Payment Amount, minus (ii) such Actual Full Period Earn-out Amount. (g) If, following the determination of the Full Period Purchaser Gross Revenue for the applicable period, as finally determined pursuant to Section 1.4(d) or Section 1.4(e), then the January Capital Member shall have the right, but not the obligation, to elect in writing to defer the payment of such Actual Full Period Earn-Out out Amount for the applicable period is greater than the Aggregate Full Period Payment Amount for a period such applicable period, then Purchaser shall, within three (3) Business Days after the determination of up the Full Period Purchaser Gross Revenue in accordance with this Section 1.4, pay or cause to 24 months be paid by wire transfer of immediately available funds to the account of the Sellers an amount in cash equal to (i) the “Outside Actual Full Period Earn-Out out Amount, minus (ii) the Aggregate Full Period Payment Amount. (h) Notwithstanding anything to the contrary set forth herein, Purchaser’s obligations to make any payments to the Sellers pursuant to this Section 1.4 shall immediately terminate, with no further payments to be made, other than in respect of payments to be made pursuant to any adjustments to prior payments pursuant to Section 1.4(f) and Section 1.4(g), if, at any time during any Earn-out Quarter prior to the Expiration Date, (i) the Sellers fail to comply with its obligations under Section 4.2; or (ii) the Sellers or any Affiliate of the Sellers, on any broadcast radio station the Sellers or any Affiliates of the Sellers Control (such a station, a “Controlled Station”); provided further that , broadcasts Urban AC in the deferred Earn-Out Payment will be made to the January Capital Member on the earliest to occur of New York City Arbitron Market as its primary format (A) the date on which such obligations are terminated pursuant to this Section 1.4(h), the deferred “Earn-Out Payment may be made by the Company in accordance with, and subject to the terms and conditions of, this clause (Aout Termination Date”), (2) the date specified in writing by the January Capital Member (provided the January Capital Member provides written notice to the WME Member at least 60 days prior to the date on which the January Capital Member would like to receive the deferred Earn-Out Payment if such date is prior to the Outside Earn-Out Payment Date) and (3) the Outside Earn-Out Payment Date, (B) the Class B Members shall be grossed up so that they do not bear the effect of any Dilutive Adjustment (as defined below) or the Economic Cost of any Earn-Out Payments that are funded by distributions by the Company, (C) the Class B Members shall not bear any dilution arising from (x) the issuance of any Units that are issued in connection with the Earn-Out Payments or (y) any adjustment to the exercise price (a “Dilutive Adjustment”) of any securities or other interests convertible into Equity Securities of the Company resulting from any gross-up or true-up payment made in connection with, or that constitutes, any Earn-Out Payment, and (D) if any portion of the Earn-Out Payments are paid pursuant to clause (D) of Section 7.03(g)(i) by the WME Member and, if applicable, any Sponsor Members, the WME Member and such Sponsor Members (if any), will be issued Class A Common Units in respect of the amounts so paid thereby pursuant to such clause (D) at a price to be unanimously determined by the Board, which shall in no event be greater than Fair Market Value; provided, that if the Board does not unanimously agree on the price per Class A Common Unit, such Class A Common Units will be issued at Fair Market Value, as unanimously determined by the Board; provided, further, that if the Board does not unanimously agree on Fair Market Value, such value shall be determined by an investment banking firm of national reputation selected by the WME Member and reasonably acceptable to the SL Member, the KKR Member and the Company, whose expenses shall be borne by the Company. (iii) Solely for . For purposes of this Section 7.03(g1.4(h), “Economic Cost”Control” means the right to determine station programming, means, with respect to a Class B Member, such Member’s whether by direct or indirect Percentage Interest of any Company cash ownership or through local marketing, brokerage, joint sales, or other Company asset agreement or otherwise, it being understood and agreed that is distributed in a non-pro rata distribution to fund all the Sellers do not Control WEMP or any portion of any Earn-Out Payment; provided, that, “Economic Cost” shall not include any diminution in value, lost profits or similar cost not relating to the immediate economic effect of the applicable non-pro-rata distributionother Merlin Media station.

Earn-Out Payments. (i) Pursuant 3.3.1 In addition to the Purchase Agreement, the WME Member or the Company, as applicable, are the obligors Price set forth in respect of a portion of the Earn-Out Payment. Subject to Section 7.03(g)(ii), the Earn-Out Payments may be funded in any of the following manners (or any combination thereof) as determined by unanimous Board approval (provided that if unanimous Board approval is not obtained, the WME Member or the Company, as applicable, shall nevertheless be permitted to comply with their respective obligations to the Earn-Out Recipients under the Purchase Agreement): (A) for so long as the January Capital Member is a Member, a special cash distribution by the Company to the January Capital Member in consideration of that portion of the Earn-Out Payment due to the January Capital Member, (B) a cash distribution to all Common Members on a pro rata basis to enable the Common Members (other than the Class B Members) to make Earn-Out Payments to the Earn-Out Recipients (provided that all such Common Members shall be required to make such Earn-Out Payment following receipt of such distribution), (C) a special cash distribution by the Company to the WME Member to fund Earn-Out Payments by the WME Member to the Earn-Out Recipients (provided that the WME Member shall be required to make such Earn-Out Payment following receipt of such distribution), and (D) funding by the WME Member (and to the extent agreed to by the Sponsor Members, the Sponsor Members) for Earn-Out Payments to the Earn-Out Recipients. (ii) The Earn-Out Payments shall be subject to the following rules: (A) Earn-Out Payments to the January Capital Member will, to the extent permitted under the terms of any indebtedness and Senior Equity of the Company and its Subsidiaries and Annex A, and to the extent the WME Directors reasonably determine (after meaningful consultation with the full Board) that doing so would not have an adverse impact on the Company or its Subsidiaries, for so long as the January Capital Member is a Member, be distributed by the Company to the January Capital Member (subject, in each case, to clause (B) below) (provided that, for purposes of clarification, the January Capital Member shall not lose or waive its right to receive unpaid Earn-Out Payments solely because it ceases to be a Member; provided further that, if the Company is prohibited under the terms of any indebtedness or Senior Equity of the Company or its Subsidiaries or Annex A, or the Board otherwise determines that doing so would have an adverse impact on the Company or its Subsidiaries, and accordingly does not distribute Earn-Out Payments to the January Capital Member in accordance with this clause (A), then the January Capital Member shall have the right, but not the obligation, to elect in writing to defer the payment of such Earn-Out Payment for a period of up to 24 months (the “Outside Earn-Out Payment Date”); provided further that the deferred Earn-Out Payment will be made to the January Capital Member on the earliest to occur of (A) the date on which the deferred Earn-Out Payment may be made by the Company in accordance with3.1, and subject to the terms conditions set forth in this Section 3.3, Purchaser will make payments (each, an “Earn Out Payment” and conditions ofcollectively, this clause the “Earn Out Payments”) to the Seller in an amount of up to Thirteen Million Dollars (A$13,000,000) in the aggregate (the “Earn Out Maximum”) during the period from the Closing Date through the earlier of July 31, 2011 or payment of the Earn Out Maximum (the “Earn Out Period”). 3.3.2 The aggregate amount of each Earn Out Payment will be equal to ***. The amount of any Earn Out Payment will be unlimited, subject only to the Earn Out Maximum. Accordingly, after the Earn Out Maximum has been paid, no subsequent Earn Out Payments otherwise capable of being earned during the Earn Out Period will be due and payable. 3.3.3 Within thirty (230) days after the end of each month during the Earn Out Period, Purchaser will issue a report to the Representative that details for each of those periods (and cumulatively to date for each Measurement Period) the date specified in writing by the January Capital Member (provided the January Capital Member provides written notice to the WME Member at least 60 days prior to the date on which the January Capital Member would like to receive the deferred Earn-Out Payment if such date is prior to the Outside Earn-Out Payment Date) and (3) the Outside Earn-Out Payment Datecalculation of Revenue, (B) the Class B Members shall be grossed up so that they do not bear the effect of any Dilutive Adjustment (as defined below) or the Economic Cost of any Earn-Services, Operating Expenses, and Operating Profit (collectively, the “Earn Out Payments that are funded by distributions by the Company, (C) the Class B Members shall not bear any dilution arising from (x) the issuance of any Units that are issued Accounting”). Purchaser will maintain its books and records to be able to calculate or reconstruct an Earn Out Payment. Purchaser will pay all reasonable expenses in connection with the Earn-preparation of the Earn Out Accounting and determination of the Earn Out Payment under this Section 3.3.3. 3.3.4 Subject to the Earn Out Maximum, any Earn Out Payments (or (yportion thereof) any adjustment earned pursuant to the exercise price terms of this Section 3.3 will be accompanied by the Earn Out Accounting and will be paid in cash by Purchaser to Seller within sixty (a “Dilutive Adjustment”60) of any securities or other interests convertible into Equity Securities days following the end of the Company resulting applicable Measurement Period in accordance with written payment instructions received by Purchaser from any gross-up or true-up payment made in connection with, or that constitutes, any Earn-Seller no later than ten (10) days before the Earn Out Payment is due (the “Delivery Instructions”). The Delivery Instructions will specify the Persons entitled to receive the Earn Out Payment, the portion thereof that each such Person will receive and the address to which a check for such amount will be sent (Dor appropriate account and other information for purposes of delivery of such amount by wire transfer of immediately available funds). 3.3.5 If within fifteen (15) if any portion days after receipt of the Earn-Earn Out Payments are paid pursuant to clause (D) of Section 7.03(g)(i) by the WME Member and, if applicable, Accounting and any Sponsor MembersEarn Out Payment, the WME Member Representative delivers written notice to Purchaser that the Seller Entities disagree with the calculation of the Earn Out Payment (the “Disagreement Notice”), then Seller and Purchaser will attempt in good faith to determine mutually the correct amount of the applicable Earn Out Payment. If Seller and Purchaser cannot in good faith mutually determine the amount of the applicable Earn Out Payment within fifteen (15) days after delivery of the Disagreement Notice (or such Sponsor Members longer period as mutually agreed by Seller and Purchaser), then a reputable regional accounting firm, excluding the firm that represents Purchaser, jointly selected by Seller and Purchaser (if anythe “Independent Firm”), will be issued Class A Common Units in respect compute the amount of the amounts so paid thereby pursuant Earn Out Payment (the “Earn Out Payment Computation”). The Earn Out Payment Computation will be final, conclusive and binding on the parties to this Agreement. If the amount of the Earn Out Payment calculated under the Earn Out Payment Computation exceeds by more than 1% the amount of the Earn Out Payment calculated by Purchaser under the Earn Out Accounting, then Purchaser will be responsible for the costs of performing the Earn Out Payment Computation. Otherwise, Seller will be responsible for the costs of the Earn Out Payment Computation. If the amount of the Earn Out Payment calculated under the Earn Out Payment Computation exceeds the amount calculated under the Earn Out Accounting, then Purchaser will pay the difference to Seller, plus accrued interest on such clause difference at the Interest Rate from the date the Earn Out Payment was originally due, in accordance with the Delivery Instructions no later than five (D5) at days following receipt of the Earn Out Payment Computation. If the amount of the Earn Out Payment Calculated under the Earn Out Payment Computation is less than the amount calculated under the Earn Out Accounting, then Seller will reimburse Purchaser for the difference no later than five (5) days following receipt of the Earn Out Payment Computation. 3.3.6 Purchaser will provide corporate support services in support of the Operation as described in Schedule 3.3.6 (the “Corporate Support Services”)***. If Purchaser fails to provide any of the Corporate Support Services, Seller will provide written notice to Purchaser of such failure, including a price to be unanimously determined by specific description of the Board, which shall in no event be greater than Fair Market Value; service(s) not provided, that if the Board does not unanimously agree on the price per Class A Common Unit, and Purchaser will correct such Class A Common Units will be issued at Fair Market Value, as unanimously determined by the Board; provided, further, that if the Board does not unanimously agree on Fair Market Value, such value shall be determined by an investment banking firm of national reputation selected by the WME Member and reasonably acceptable to the SL Member, the KKR Member and the Company, whose expenses shall be borne by the Companyfailure within ten (10) business days following notice thereof. (iii) Solely for purposes of this Section 7.03(g), “Economic Cost”, means, with respect to a Class B Member, such Member’s direct or indirect Percentage Interest of any Company cash or other Company asset that is distributed in a non-pro rata distribution to fund all or any portion of any Earn-Out Payment; provided, that, “Economic Cost” shall not include any diminution in value, lost profits or similar cost not relating to the immediate economic effect of the applicable non-pro-rata distribution.

Earn-Out Payments. (a) Promptly following delivery by the Company's accountants of the Company's final financial statements as of March 31, 2000 and for the twelve months then ended (which financial statements may be audited at the option of Buyer), Buyer shall deliver to Seller a statement (the "EARN-OUT STATEMENT") setting forth in reasonable detail the Company's EBITDA for such period and a computation of the product of (i) Pursuant 2.5 and (ii) the amount (if any) by which EBITDA for such period exceeds $2,500,000 LESS the Management Bonus Amount (the "EARN-OUT PAYMENT"). The Earn-Out Statement shall be final and binding upon Buyer and Seller for all purposes, and Buyer or its Affiliates shall promptly deliver to an account designated by Seller by wire transfer of immediately available funds an amount equal to the Purchase AgreementEarn-Out Payment, unless the WME Member Earn-Out Statement or the Companycalculation of the Earn-Out Payment is challenged by Seller pursuant to Section 1.4(b) below. If no such challenge to the Earn-Out Payment is made by Seller, then (x) the amount of the Earn-Out Payment set forth on the Earn-Out Statement, if unpaid by Buyer or its Affiliates on or prior to May 1, 2000, shall begin to accrue interest daily from such date at an annual rate equal to the prime rate as applicablepublished from time to time in the Midwest Edition of the WALL STREET JOURNAL and (y) the amount of the Earn-Out Payment shall be paid by Buyer or its Affiliates no later than July 1, are 2000. (b) Within 10 days after the obligors delivery of the Earn-Out Statement, Seller may challenge the Earn-Out Statement or the calculation of the Earn-Out Payment by requesting in respect writing that a nationally recognized "Big Five" accounting firm (other than Ernst & Young L.L.P.), mutually agreed upon by Buyer and Seller (the "REVIEWING ACCOUNTING FIRM"), review the Earn-Out Statement and all accounting records and reports relating thereto. The determination of a portion EBITDA by the Reviewing Accounting Firm shall be final, conclusive and binding on Buyer and Seller, and all fees, expenses and disbursements of the Reviewing Accounting Firm shall be borne by (i) Buyer (in the case that EBITDA as determined by the Reviewing Accounting Firm is greater than the EBITDA as set forth on such Earn-Out Statement) or (ii) Seller (in the case that EBITDA as determined by the Reviewing Accounting Firm is less than or equal to EBITDA as set forth on such Earn-Out Statement). Buyer or its Affiliates shall deliver the relevant Earn-Out Payment (if any) as determined by the Reviewing Accounting Firm to Seller by wire transfer of immediately available funds to an account designated by Seller immediately upon the resolution of any dispute pursuant to this Section 1.4(b). Notwithstanding the foregoing, any amounts payable by Buyer payable pursuant to this Section 1.4 may be reduced by any amounts owing to Buyer pursuant to Section 8.2 below. (c) For purposes of this Section 1.4, if the Company acquires any other business entity after the Closing Date, such other business and the results of its operations shall be kept separate from (i.e. not combined with) the business of the Company for purposes of calculating the amount of the Earn-Out Payment, unless and until Buyer and Seller reach an agreement as to the basis on which the results of operations and the EBITDA of the acquired business entity are to be included in the results of operations and EBITDA of the Company. Subject to Section 7.03(g)(ii)In addition, the Earn-Out Payments may be funded in any of the following manners (or any combination thereof) as determined by unanimous Board approval (provided that if unanimous Board approval is not obtained, the WME Member or the Company, as applicable, shall nevertheless be permitted to comply with their respective obligations to the Earn-Out Recipients under the Purchase Agreement): (A) for so long as the January Capital Member is a Member, a special cash distribution extraordinary fees and expenses incurred by the Company in connection with the negotiation and consummation of this Agreement and the transactions contemplated hereby and the fees and expenses of the Escrow Agent under the Escrow Agreement (except to the January Capital Member extent such fees and expenses are a direct or indirect result of the Company's or Sellers' breach of this Agreement) shall not be taken into account in consideration determining EBITDA for purposes of that portion calculating the amount of the Earn-Out Payment due to the January Capital Member, (B) a cash distribution to all Common Members on a pro rata basis to enable the Common Members (other than the Class B Members) to make Earn-Out Payments to the Earn-Out Recipients (provided that all such Common Members shall be required to make such Earn-Out Payment following receipt of such distribution), (C) a special cash distribution by the Company to the WME Member to fund Earn-Out Payments by the WME Member to the Earn-Out Recipients (provided that the WME Member shall be required to make such Earn-Out Payment following receipt of such distribution), and (D) funding by the WME Member (and to the extent agreed to by the Sponsor Members, the Sponsor Members) for Earn-Out Payments to the Earn-Out RecipientsPayment. (ii) The Earn-Out Payments shall be subject to the following rules: (A) Earn-Out Payments to the January Capital Member will, to the extent permitted under the terms of any indebtedness and Senior Equity of the Company and its Subsidiaries and Annex A, and to the extent the WME Directors reasonably determine (after meaningful consultation with the full Board) that doing so would not have an adverse impact on the Company or its Subsidiaries, for so long as the January Capital Member is a Member, be distributed by the Company to the January Capital Member (subject, in each case, to clause (B) below) (provided that, for purposes of clarification, the January Capital Member shall not lose or waive its right to receive unpaid Earn-Out Payments solely because it ceases to be a Member; provided further that, if the Company is prohibited under the terms of any indebtedness or Senior Equity of the Company or its Subsidiaries or Annex A, or the Board otherwise determines that doing so would have an adverse impact on the Company or its Subsidiaries, and accordingly does not distribute Earn-Out Payments to the January Capital Member in accordance with this clause (A), then the January Capital Member shall have the right, but not the obligation, to elect in writing to defer the payment of such Earn-Out Payment for a period of up to 24 months (the “Outside Earn-Out Payment Date”); provided further that the deferred Earn-Out Payment will be made to the January Capital Member on the earliest to occur of (A) the date on which the deferred Earn-Out Payment may be made by the Company in accordance with, and subject to the terms and conditions of, this clause (A), (2) the date specified in writing by the January Capital Member (provided the January Capital Member provides written notice to the WME Member at least 60 days prior to the date on which the January Capital Member would like to receive the deferred Earn-Out Payment if such date is prior to the Outside Earn-Out Payment Date) and (3) the Outside Earn-Out Payment Date, (B) the Class B Members shall be grossed up so that they do not bear the effect of any Dilutive Adjustment (as defined below) or the Economic Cost of any Earn-Out Payments that are funded by distributions by the Company, (C) the Class B Members shall not bear any dilution arising from (x) the issuance of any Units that are issued in connection with the Earn-Out Payments or (y) any adjustment to the exercise price (a “Dilutive Adjustment”) of any securities or other interests convertible into Equity Securities of the Company resulting from any gross-up or true-up payment made in connection with, or that constitutes, any Earn-Out Payment, and (D) if any portion of the Earn-Out Payments are paid pursuant to clause (D) of Section 7.03(g)(i) by the WME Member and, if applicable, any Sponsor Members, the WME Member and such Sponsor Members (if any), will be issued Class A Common Units in respect of the amounts so paid thereby pursuant to such clause (D) at a price to be unanimously determined by the Board, which shall in no event be greater than Fair Market Value; provided, that if the Board does not unanimously agree on the price per Class A Common Unit, such Class A Common Units will be issued at Fair Market Value, as unanimously determined by the Board; provided, further, that if the Board does not unanimously agree on Fair Market Value, such value shall be determined by an investment banking firm of national reputation selected by the WME Member and reasonably acceptable to the SL Member, the KKR Member and the Company, whose expenses shall be borne by the Company. (iii) Solely for purposes of this Section 7.03(g), “Economic Cost”, means, with respect to a Class B Member, such Member’s direct or indirect Percentage Interest of any Company cash or other Company asset that is distributed in a non-pro rata distribution to fund all or any portion of any Earn-Out Payment; provided, that, “Economic Cost” shall not include any diminution in value, lost profits or similar cost not relating to the immediate economic effect of the applicable non-pro-rata distribution.

Earn-Out Payments. (i) Pursuant Subject to the Purchase Agreementterms and conditions hereof, if Adjusted EBITDA equals or exceeds the WME Member or 2010 Adjusted EBITDA Target for the Company2010 Earn Out Period, as applicable, are then the obligors Sellers shall be entitled to an additional payment from Buyer for the 2010 Earn Out Period in respect of a portion of the Earn-Out Payment. Subject to Section 7.03(g)(ii), the Earn-Out Payments may be funded in any of the following manners (or any combination thereof) as determined by unanimous Board approval (provided that if unanimous Board approval is not obtained, the WME Member or the Company, as applicable, shall nevertheless be permitted to comply with their respective obligations an amount equal to the Earn-Earn Out Recipients under the Purchase Agreement): (A) Payment Amount; provided, however, that for so long as Adjusted EBITDA for the January Capital Member 2010 Earn Out Period is a Membergreater than the product of (x) fifty-five percent (55%) multiplied by (y) the 2010 Adjusted EBITDA Target, a special cash distribution by then the Company to the January Capital Member in consideration of that portion of the Earn-2010 Earn Out Payment due shall be an amount equal to (A) the January Capital Member, Earn Out Payment Amount minus (B) a cash distribution to all Common Members on a pro rata basis to enable the Common Members (other than amount by which the Class B Members) to make Earn-2010 Adjusted EBITDA Target exceeds Adjusted EBITDA for the 2010 Earn Out Payments to the Earn-Out Recipients (provided that all such Common Members shall be required to make such Earn-Out Payment following receipt of such distribution), (C) a special cash distribution by the Company to the WME Member to fund Earn-Out Payments by the WME Member to the Earn-Out Recipients (provided that the WME Member shall be required to make such Earn-Out Payment following receipt of such distribution), and (D) funding by the WME Member (and to the extent agreed to by the Sponsor Members, the Sponsor Members) for Earn-Out Payments to the Earn-Out RecipientsPeriod. (ii) The Earn-Out Payments shall be subject to the following rules: (A) Earn-Out Payments to the January Capital Member will, to the extent permitted under the terms of any indebtedness and Senior Equity of the Company and its Subsidiaries and Annex A, and to the extent the WME Directors reasonably determine (after meaningful consultation with the full Board) that doing so would not have an adverse impact on the Company or its Subsidiaries, for so long as the January Capital Member is a Member, be distributed by the Company to the January Capital Member (subject, in each case, to clause (B) below) (provided that, for purposes of clarification, the January Capital Member shall not lose or waive its right to receive unpaid Earn-Out Payments solely because it ceases to be a Member; provided further that, if the Company is prohibited under the terms of any indebtedness or Senior Equity of the Company or its Subsidiaries or Annex A, or the Board otherwise determines that doing so would have an adverse impact on the Company or its Subsidiaries, and accordingly does not distribute Earn-Out Payments to the January Capital Member in accordance with this clause (A), then the January Capital Member shall have the right, but not the obligation, to elect in writing to defer the payment of such Earn-Out Payment for a period of up to 24 months (the “Outside Earn-Out Payment Date”); provided further that the deferred Earn-Out Payment will be made to the January Capital Member on the earliest to occur of (A) the date on which the deferred Earn-Out Payment may be made by the Company in accordance with, and subject Subject to the terms and conditions ofhereof, this clause if Adjusted EBITDA equals or exceeds the 2011 Adjusted EBITDA Target for the 2011 Earn Out Period, then the Sellers shall be entitled to an additional payment from Buyer for the 2011 Earn Out Period in an amount equal to the Earn Out Payment Amount; provided, however, that for so long as Adjusted EBITDA for the 2011 Earn Out Period is greater than the product of (x) fifty-five percent (55%) multiplied by (y) the 2011 Adjusted EBITDA Target, then the 2011 Earn Out Payment shall be an amount equal to (A), (2) the date specified in writing by the January Capital Member (provided the January Capital Member provides written notice to the WME Member at least 60 days prior to the date on which the January Capital Member would like to receive the deferred Earn-Earn Out Payment if such date is prior to the Outside Earn-Out Payment Date) and (3) the Outside Earn-Out Payment Date, Amount minus (B) the Class B Members shall be grossed up so that they do not bear amount by which the effect of any Dilutive Adjustment (as defined below) or 2011 Adjusted EBITDA Target exceeds Adjusted EBITDA for the Economic Cost of any Earn-2011 Earn Out Payments that are funded by distributions by the Company, (C) the Class B Members shall not bear any dilution arising from (x) the issuance of any Units that are issued in connection with the Earn-Out Payments or (y) any adjustment to the exercise price (a “Dilutive Adjustment”) of any securities or other interests convertible into Equity Securities of the Company resulting from any gross-up or true-up payment made in connection with, or that constitutes, any Earn-Out Payment, and (D) if any portion of the Earn-Out Payments are paid pursuant to clause (D) of Section 7.03(g)(i) by the WME Member and, if applicable, any Sponsor Members, the WME Member and such Sponsor Members (if any), will be issued Class A Common Units in respect of the amounts so paid thereby pursuant to such clause (D) at a price to be unanimously determined by the Board, which shall in no event be greater than Fair Market Value; provided, that if the Board does not unanimously agree on the price per Class A Common Unit, such Class A Common Units will be issued at Fair Market Value, as unanimously determined by the Board; provided, further, that if the Board does not unanimously agree on Fair Market Value, such value shall be determined by an investment banking firm of national reputation selected by the WME Member and reasonably acceptable to the SL Member, the KKR Member and the Company, whose expenses shall be borne by the CompanyPeriod. (iii) Solely Subject to the terms and conditions hereof, if Adjusted EBITDA equals or exceeds the 2012 Adjusted EBITDA Target for purposes of this Section 7.03(g)the 2012 Earn Out Period, “Economic Cost”, means, with respect then the Sellers shall be entitled to a Class B Member, such Member’s direct or indirect Percentage Interest of any Company cash or other Company asset that is distributed an additional payment from Buyer for the 2012 Earn Out Period in a non-pro rata distribution an amount equal to fund all or any portion of any Earn-the Earn Out PaymentPayment Amount; provided, thathowever, “Economic Cost” that for so long as Adjusted EBITDA for the 2012 Earn Out Period is greater than the product of (x) fifty-five percent (55%) multiplied by (y) the 2012 Adjusted EBITDA Target, then the 2012 Earn Out Payment shall not include any diminution in value, lost profits or similar cost not relating be an amount equal to (A) the immediate economic effect of Earn Out Payment Amount minus (B) the applicable non-pro-rata distributionamount by which the 2012 Adjusted EBITDA Target exceeds Adjusted EBITDA for the 2012 Earn Out Period.

Earn-Out Payments. If, and only if, the Revenue for a particular Earn-Out Period Quarter is equal to or greater than 80% of the Revenue Target for such Earn-Out Period Quarter, then in addition to any other amounts payable hereunder, the Purchaser shall pay to the Company Equityholders, at such time after the Closing Date as specified herein and in the manner specified in Section 2.13, an aggregate amount with respect to such Earn-Out Period Quarter equal to (i) Pursuant to the Purchase Agreement, the WME Member or the Company, as applicable, are the obligors in respect of a portion of the Earn-Out Payment. Subject to Section 7.03(g)(ii), the Earn-Out Payments may be funded in any of the following manners (or any combination thereof) as determined by unanimous Board approval (provided that if unanimous Board approval is not obtained, the WME Member or the Company, as applicable, shall nevertheless be permitted to comply with their respective obligations to the Earn-Out Recipients under the Purchase Agreement): (A) Amount for so long as the January Capital Member is a Member, a special cash distribution by the Company to the January Capital Member in consideration of that portion of the Earn-Out Payment due to the January Capital Member, (B) a cash distribution to all Common Members on a pro rata basis to enable the Common Members (other than the Class B Members) to make Earn-Out Payments to the Earn-Out Recipients (provided that all such Common Members shall be required to make such Earn-Out Payment following receipt of such distribution)Period Quarter, minus (Cii) a special cash distribution by the Company to the WME Member to fund Earn-Out Payments by the WME Member to the Earn-Out Recipients (provided that the WME Member shall be required to make any Excess Spend Penalty for such Earn-Out Payment following receipt of such distribution)Period Quarter, and minus (Diii) funding by the WME Member (and to the extent agreed to by the Sponsor Members, the Sponsor Members) any Operating Area Excess Expense Amounts for Earn-Out Payments to the Earn-Out Recipients. (ii) The Earn-Out Payments shall be subject to the following rules: (A) Earn-Out Payments to the January Capital Member will, to the extent permitted under the terms of any indebtedness and Senior Equity of the Company and its Subsidiaries and Annex A, and to the extent the WME Directors reasonably determine (after meaningful consultation with the full Board) that doing so would not have an adverse impact on the Company or its Subsidiaries, for so long as the January Capital Member is a Member, be distributed by the Company to the January Capital Member (subject, in each case, to clause (B) below) (provided that, for purposes of clarification, the January Capital Member shall not lose or waive its right to receive unpaid Earn-Out Payments solely because it ceases to be a Member; provided further that, if the Company is prohibited under the terms of any indebtedness or Senior Equity of the Company or its Subsidiaries or Annex A, or the Board otherwise determines that doing so would have an adverse impact on the Company or its Subsidiaries, and accordingly does not distribute Earn-Out Payments to the January Capital Member in accordance with this clause (A), then the January Capital Member shall have the right, but not the obligation, to elect in writing to defer the payment of such Earn-Out Payment for a period of up Period Quarter (such amount, with respect to 24 months (the “Outside Earn-Out Payment Date”); provided further that the deferred Earn-Out Payment will be made to the January Capital Member on the earliest to occur of (A) the date on which the deferred Earn-Out Payment may be made by the Company in accordance with, and subject to the terms and conditions of, this clause (A), (2) the date specified in writing by the January Capital Member (provided the January Capital Member provides written notice to the WME Member at least 60 days prior to the date on which the January Capital Member would like to receive the deferred Earn-Out Payment if such date is prior to the Outside Earn-Out Payment Date) and (3) the Outside Earn-Out Payment Date, (B) the Class B Members shall be grossed up so that they do not bear the effect of any Dilutive Adjustment (as defined below) or the Economic Cost of any Earn-Out Payments that are funded by distributions by Period Quarter, the Company, (C) the Class B Members shall not bear any dilution arising from (x) the issuance of any Units that are issued in connection with the “Adjusted Earn-Out Payments Amount”), subject to a deduction for any applicable Earn-Out Transaction Expenses pursuant to Section 2.12(c). If the Revenue for a particular Earn-Out Period Quarter does not equal or (y) any adjustment to the exercise price (a “Dilutive Adjustment”) of any securities or other interests convertible into Equity Securities exceed at least 80% of the Company resulting from any grossRevenue Target for such Earn-up Out Period Quarter, no Earn-Out Amount or trueAdjusted Earn-up payment made in connection with, or that constitutes, any Out Amount will be payable for such Earn-Out Period Quarter. The aggregate of all Adjusted Earn-Out Amounts payable with respect to all 2018 Earn-Out Period Quarters pursuant to this Section 2.12(a) is referred to herein as the “2018 Earn-Out Payment, ” and (D) if any portion the aggregate of the all Adjusted Earn-Out Payments are paid pursuant to clause (D) of Section 7.03(g)(i) by the WME Member and, if applicable, any Sponsor Members, the WME Member and such Sponsor Members (if any), will be issued Class A Common Units in respect of the amounts so paid thereby pursuant to such clause (D) at a price to be unanimously determined by the Board, which shall in no event be greater than Fair Market Value; provided, that if the Board does not unanimously agree on the price per Class A Common Unit, such Class A Common Units will be issued at Fair Market Value, as unanimously determined by the Board; provided, further, that if the Board does not unanimously agree on Fair Market Value, such value shall be determined by an investment banking firm of national reputation selected by the WME Member and reasonably acceptable to the SL Member, the KKR Member and the Company, whose expenses shall be borne by the Company. (iii) Solely for purposes of this Section 7.03(g), “Economic Cost”, means, Amounts payable with respect to a Class B Member, such Member’s direct or indirect Percentage Interest of any Company cash or other Company asset that all 2019 Earn-Out Period Quarters pursuant to this Section 2.12(a) is distributed in a non-pro rata distribution referred to fund all or any portion of any herein as the “2019 Earn-Out Payment; provided, that, “Economic Cost.” shall not include any diminution in value, lost profits or similar cost not relating to the immediate economic effect Table of the applicable non-pro-rata distribution.Contents

Earn-Out Payments. (i) Pursuant In addition, Buyer shall pay to Seller the Purchase Agreementfollowing payments based on the earnings before interest, taxes, depreciation and amortization (calculated in accordance with United States Generally Accepted Accounting Principles (“GAAP”)) (“EBITDA”) of the WME Member or Business during the Companyperiods described below: (1) Buyer shall pay to Seller Five US Dollars ($5.00) for each US Dollar ($1.00) of EBITDA of the Business during calendar year 2019 (the “2019 Earn-Out Period”), subject to a maximum payment by Buyer to Seller of Two Million Dollars ($2,000,000) (the “2019 Earn-Out Payment”), and (2) Buyer shall pay to Seller Three US Dollars ($3.00) for each US Dollar ($1.00) of EBITDA of the Business during calendar year 2020 (the “2020 Earn-Out Period”, with the 2019 Earn-Out Period and the 2020 Earn-Out Period being referred to herein individually as applicablean “Earn-Out Period” and collectively as the “Earn-Out Periods”), are subject to a maximum payment by Buyer to Seller of Two Million Dollars ($2,000,000) (the obligors “2020 Earn-Out Payment”, with the 0000 Xxxx-Xxx Payment and the 2020 Earn-Out Payment being referred to herein individually as an “Earn-Out Payment” and collectively as the “Earn-Out Payments”). (ii) Buyer shall not operate the Business in respect of a portion manner designed to reduce the amount of the Earn-Out PaymentPayments payable to Seller hereunder. Subject to Section 7.03(g)(ii), For the purposes of calculating the Earn-Out Payments may be funded in any Payments, the EBITDA of the following manners (or any combination thereof) as Business during the applicable period shall be determined by unanimous Board approval Buyer, acting reasonably, based on an income statement for such period, which such statement shall be prepared by Buyer in accordance with GAAP. Within thirty (provided that if unanimous Board approval is not obtained, 30) days following the WME Member or the Company, as applicable, shall nevertheless be permitted to comply with their respective obligations to the end of each Earn-Out Recipients under Period, Buyer shall deliver to Seller a written notice setting forth the Purchase Agreement): (A) for so long as the January Capital Member is a Member, a special cash distribution by the Company to the January Capital Member in consideration of that portion actual EBITDA of the Business during the applicable Earn-Out Payment due Period (each, a “Buyer Calculation Statement”). Together with each such notice, Buyer shall deliver to Seller a copy of the January Capital Member, (B) a cash distribution to all Common Members on a pro rata basis to enable income statement of the Common Members (other than the Class B Members) to make Earn-Out Payments to the Earn-Out Recipients (provided that all Business for each such Common Members shall be required to make such Earn-Out Payment following receipt of such distribution), (C) a special cash distribution by the Company to the WME Member to fund Earn-Out Payments by the WME Member to the Earn-Out Recipients (provided that the WME Member shall be required to make such Earn-Out Payment following receipt of such distribution), and (D) funding by the WME Member (and to the extent agreed to by the Sponsor Members, the Sponsor Members) for Earn-Out Payments to the Earn-Out Recipientsperiod. (iiiii) The Earn-Out Payments shall be subject to During the thirty (30) day period following rules: (A) Earn-Out Payments to the January Capital Member willSeller’s receipt of a Buyer Calculation Statement, to the extent permitted under the terms of any indebtedness and Senior Equity of the Company and its Subsidiaries and Annex A, and to the extent the WME Directors reasonably determine (after meaningful consultation with the full Board) that doing so would not have an adverse impact on the Company or its Subsidiaries, for so long as the January Capital Member is a Member, be distributed by the Company to the January Capital Member (subject, in each case, to clause (B) below) (provided that, for purposes of clarification, the January Capital Member shall not lose or waive its right to receive unpaid Earn-Out Payments solely because it ceases to be a Member; provided further that, if the Company is prohibited under the terms of any indebtedness or Senior Equity of the Company or its Subsidiaries or Annex A, or the Board otherwise determines that doing so would have an adverse impact on the Company or its Subsidiaries, and accordingly does not distribute Earn-Out Payments to the January Capital Member in accordance with this clause (A), then the January Capital Member Seller shall have the right, but not the obligation, right to elect in writing to defer the payment of such Earn-Out Payment for a period of up to 24 months (the “Outside Earn-Out Payment Date”); provided further that the deferred Earn-Out Payment will be made to the January Capital Member on the earliest to occur of (A) the date on which the deferred Earn-Out Payment may be made by the Company in accordance with, examine Buyer’s books and subject to the terms and conditions of, this clause (A), (2) the date specified in writing by the January Capital Member (provided the January Capital Member provides written notice to the WME Member at least 60 days prior to the date on which the January Capital Member would like to receive the deferred Earn-Out Payment if such date is prior to the Outside Earn-Out Payment Date) and (3) the Outside Earn-Out Payment Date, (B) the Class B Members shall be grossed up so that they do not bear the effect of any Dilutive Adjustment (as defined below) or the Economic Cost of any Earn-Out Payments that are funded by distributions by the Company, (C) the Class B Members shall not bear any dilution arising from (x) the issuance of any Units that are issued in connection records associated with the Earn-Out Payments or (y) any adjustment to the exercise price (a “Dilutive Adjustment”) of any securities or other interests convertible into Equity Securities calculation of the Company resulting from any gross-up or true-up payment made in connection with, or that constitutes, any applicable Earn-Out Payment, and (D) if any portion Buyer and its officers, directors and managers shall cooperate with Seller in all material respects to permit and facilitate such examination. The determination of each of the Earn-Out Payments are paid pursuant to clause shall become final and binding upon the parties on close of business on the thirtieth (D30th) of Section 7.03(g)(i) by the WME Member and, if applicable, any Sponsor Members, the WME Member and such Sponsor Members (if any), will be issued Class A Common Units in respect day following Seller’s receipt of the amounts so paid thereby pursuant Buyer Calculation Statement relating thereto unless Seller delivers written notice of its disagreement (a “Notice of Disagreement”) to Buyer on or before such clause (D) at a price to be unanimously determined by date. Any Notice of Disagreement shall specify the Board, calculation of the applicable Earn-Out Payment and the basis for such disagreement in reasonable detail. Any item which shall in no event be greater than Fair Market Value; provided, that if the Board Seller does not unanimously agree on expressly object to in the price per Class A Common Unit, such Class A Common Units will be issued at Fair Market Value, as unanimously determined by the Board; provided, further, that if the Board does not unanimously agree on Fair Market Value, such value Buyer Calculation Notice shall be determined deemed to have been accepted by an investment banking firm Seller and shall become final and binding upon Seller. If a Notice of national reputation selected by the WME Member Disagreement is sent to Buyer, then Buyer and reasonably acceptable Seller shall seek in good faith to the SL Member, the KKR Member and the Company, whose expenses shall be borne by the Company. (iii) Solely for purposes of this Section 7.03(g), “Economic Cost”, means, resolve in writing any differences which they may have with respect to a Class B Memberany amount specified in the Notice of Disagreement within the ten (10) business day period following Buyer’s receipt of the Notice of Disagreement. If, at the end of such Member’s direct or indirect Percentage Interest ten (10) business day period, Buyer and Seller have not reached agreement on the amount of any Company cash or other Company asset that is distributed in a non-pro rata distribution to fund all or any portion of any the applicable Earn-Out Payment; provided, thatthe amounts that remain in dispute shall be recalculated by the Minneapolis office of Xxxxx Xxxxxxxx LLP, or such other mutually agreed accountants independent of the parties (the “Economic Cost” Independent Accountants”), with the Independent Accountants acting as experts and not as arbitrators. The Independent Accountants shall not include be authorized to resolve only those items remaining in dispute between the parties within the range of the difference between Buyer’s position with respect thereto and Seller’s position with respect thereto. Buyer and Seller shall direct the Independent Accountants to deliver to Buyer and Seller, within ten (10) days after being retained, a report setting forth each recalculation. Any amounts so recalculated shall be final and binding on the parties hereto, and judgment thereon may be entered in any diminution court having jurisdiction. Buyer shall bear fifty percent (50%) of the fees and expenses of the Independent Accountants, and Seller shall bear fifty percent (50%) of the fees and expenses of the Independent Accountants. (iv) Payment of each Earn-Out Payment shall be made by wire transfer to an account designated in value, lost profits or similar cost not relating to writing by Seller within five (5) business days following the immediate economic effect date on which the amount of the applicable nonEarn-pro-rata distributionOut Payment is final and binding on the parties as set forth in Section 1.03(b)(iii) above.

Earn-Out Payments. (ia) Pursuant Subject to the Purchase Agreementterms of this ‎ARTICLE 6, Buyer will pay to Seller, as additional consideration for the Shares, the WME Member or amounts set forth in this Section 6.1. All payments to be made pursuant to this Section 6.1 will be paid in cash by wire transfer of immediately available funds. All calculations required by this Section 6.1 will be made by Company and delivered to Seller. At the Companytime of each such payment, as applicable, are the obligors in respect of Buyer shall provide a portion computation of the Earn-Out Payment. Subject amounts payable under this Article 6, and Seller will have the right to Section 7.03(g)(ii)communicate with, and to review the Earn-Out Payments may be funded work papers, schedules, memoranda, and other documents Buyer prepared or reviewed in determining any of the following manners (or any combination thereof) as determined by unanimous Board approval (provided that if unanimous Board approval is not obtained, the WME Member or the Company, as applicable, shall nevertheless be permitted to comply with their respective obligations to the Earn-Out Recipients amounts payable under the Purchase Agreement): (A) for so long as the January Capital Member is a Member, a special cash distribution by the Company to the January Capital Member in consideration of that portion of the Earn-Out Payment due to the January Capital Member, (B) a cash distribution to all Common Members on a pro rata basis to enable the Common Members (other than the Class B Members) to make Earn-Out Payments to the Earn-Out Recipients (provided that all such Common Members shall be required to make such Earn-Out Payment following receipt of such distribution), (C) a special cash distribution by the Company to the WME Member to fund Earn-Out Payments by the WME Member to the Earn-Out Recipients (provided that the WME Member shall be required to make such Earn-Out Payment following receipt of such distribution), and (D) funding by the WME Member (and to the extent agreed to by the Sponsor Members, the Sponsor Members) for Earn-Out Payments to the Earn-Out Recipientsthis Section 6.1. (iib) The Earn-Out Payments shall be subject to In the following rules: (A) Earn-Out Payments to the January Capital Member willevent that, to the extent permitted under the terms of any indebtedness and Senior Equity within one year of the Company and its Subsidiaries and Annex AClosing Date, and any **** of the private health care insurers listed on Exhibit A attached hereto agree in writing to the extent the WME Directors reasonably determine (after meaningful consultation with the full Board) that doing so would not have an adverse impact on the make routine payments to Company or its Subsidiaries, Affiliates for so long as any surgical procedures involving the January Capital Member is a Member, be distributed by the Company to the January Capital Member (subject, in each case, to clause (B) below) (provided that, for purposes of clarification, the January Capital Member shall not lose or waive its right to receive unpaid Earn-Out Payments solely because it ceases to be a Member; provided further that, if the Company is prohibited under the terms use of any indebtedness or Senior Equity of the Company or its Subsidiaries or Annex A, or the Board otherwise determines that doing so would have an adverse impact on the Company or its Subsidiaries, and accordingly does not distribute Earn-Out Payments to the January Capital Member in accordance with this clause (A), then the January Capital Member shall have the right, but not the obligation, to elect in writing to defer the payment of such Earn-Out Payment for a period of up to 24 months (the “Outside Earn-Out Payment Date”); provided further that the deferred Earn-Out Payment will be made to the January Capital Member on the earliest to occur of (A) the date on which the deferred Earn-Out Payment may be made by the Company in accordance with, and subject to the terms and conditions of, this clause (A), (2) the date specified in writing by the January Capital Member (provided the January Capital Member provides written notice to the WME Member at least 60 days prior to the date on which the January Capital Member would like to receive the deferred Earn-Out Payment if such date is prior to the Outside Earn-Out Payment Date) and (3) the Outside Earn-Out Payment Date, (B) the Class B Members shall be grossed up so that they do not bear the effect of any Dilutive Adjustment Spine Products (as defined below) or in the Economic Cost United States, except with respect to Medicare and Medicaid and with respect to No Carve Out Cases (as defined in the CSP Agreement) and, pursuant to such written agreement, the amount to be reimbursed for such Coblation device exceeds in each case at least $****, then, on the first anniversary of the Closing Date, Buyer shall pay to Seller an amount equal to $****. Buyer shall promptly notify Seller if any Earnhealth care insurers listed on Exhibit A agree to make such payments. (c) In the event that no Seller Party has breached its obligations under Section 4.3 of this Agreement prior to then Non-Out Payments that are funded by distributions by Compete Termination Date, then, on the CompanyNon-Compete Termination Date, Buyer shall pay to Seller an amount equal to $****. (Cd) On the Class B Members second anniversary of the Closing Date, Buyer shall not bear any dilution arising from (x) the issuance of any Units that are issued in connection with the Earn-Out Payments or (y) any adjustment pay to Seller an amount equal to the exercise price sum of: (a “Dilutive Adjustment”i) ****% of any securities or other interests convertible into Equity Securities the total dollar amount of the Public Health Insurance Receivables of the Company resulting from any grosson the Closing Date that are collected by Buyer during the one-up or true-up payment made in connection with, or that constitutes, any Earn-Out Paymentyear period following the Closing Date, and (Dii) if any portion ****% of the Earn-Out Payments are paid pursuant to clause (D) of Section 7.03(g)(i) by the WME Member and, if applicable, any Sponsor Members, the WME Member and such Sponsor Members (if any), will be issued Class A Common Units in respect total dollar amount of the amounts so paid thereby pursuant to such clause (D) at a price to be unanimously determined Public Health Insurance Receivables arising in the United States after the Closing Date and collected by Company or its Affiliates during the Board, which shall in no event be greater than Fair Market Value; provided, that if two-year period following the Board does not unanimously agree on Closing Date under the price per Class A Common Unit, such Class A Common Units will be issued at Fair Market Value, as unanimously determined by “DiscoCare” tradename. For the Board; provided, further, that if the Board does not unanimously agree on Fair Market Value, such value shall be determined by an investment banking firm of national reputation selected by the WME Member and reasonably acceptable to the SL Member, the KKR Member and the Company, whose expenses shall be borne by the Company. (iii) Solely for purposes of this Section 7.03(g)Agreement, “Economic Cost”Public Health Insurance Receivables” means all Spine Product Receivables from sales in the United States from all payors, meansexcluding ****, with respect to a Class B Member, such Member’s direct or indirect Percentage Interest of any Company cash or other Company asset that is distributed in a non-pro rata distribution to fund all or any portion of any Earn-Out Payment; provided, that, and “Economic CostSpine Product(s)” shall not include any diminution in value, lost profits or similar cost not relating to the immediate economic effect means those products of the applicable non-pro-rata distributionCompany listed on Exhibit B attached hereto, including any further replacements for such products.

Earn-Out Payments. Pursuant to the terms and subject to the conditions set forth herein, the Earn-Out Recipient shall be eligible to receive in the future additional, deferred consideration payable by the Purchaser based on achievement by the Acquired Business of the EBITDA Targets during the calendar years ending December 31, 2010 and December 31, 2011, as further provided in this Agreement. The amount of the Earn-Out Payment payable to the Earn-Out Recipient with respect to each of the years ending as of such dates shall be determined pursuant to Exhibit A hereto. Such amounts will be payable to the Earn-Out Recipient if and only if the Acquired Business is able to (i) Pursuant to satisfy the Purchase Agreement, conditions set forth herein and (ii) meet the WME Member or requirements and achieve the Company, as applicable, are the obligors in respect EBITDA Targets set forth on Exhibit A. Timing and Manner of a portion of the Earn-Out Payment. Subject to Section 7.03(g)(ii)Sections 1.4, 1.5 and 1.6 hereof, on each Earn Out Payment Date, the Purchaser shall pay and deliver to the Earn-Out Recipient, the Earn-Out Payments may Payments, if any, that shall be funded in any of the following manners (or any combination thereof) as determined by unanimous Board approval (provided that if unanimous Board approval is not obtained, the WME Member or the Company, as applicable, shall nevertheless be permitted to comply with their respective obligations due to the Earn-Out Recipients under Recipient in accordance with Exhibit A. The Earn-Out Payments payable to the Purchase Agreement): Earn-Out Recipient shall be payable in accordance with the terms and subject to the conditions of this Agreement (including, without limitation, those conditions set forth on Exhibit A) for so long as ), by wire transfer of immediately available funds to the January Capital Member is a Member, a special cash distribution bank account designated by the Company Earn-Out Recipient to the January Capital Member in consideration of that portion Purchaser on Exhibit B attached hereto. The right of the Earn-Out Payment due Recipient to receive the January Capital MemberEarn-Out Payments shall not be transferable, (B) a cash distribution in whole or in part, to all Common Members on a pro rata basis any other Person without the prior written consent of the Purchaser, which shall not be unreasonably withheld or delayed; provided, however, that Earn-Out Recipient may transfer its right to enable receive the Common Members (other than the Class B Members) to make Earn-Out Payments to one or more Sellers without the Earn-Out Recipients (provided that all such Common Members shall be required consent of the Purchaser upon prior written notice to make such Earn-Out Payment following receipt the Purchaser of such distribution)transfer, (C) a special cash distribution by and each such Seller may transfer his or her right to receive the Company to the WME Member to fund Earn-Out Payments by testate or intestate successor or to one or more of the WME Member other Sellers. Earn-Out Report. Within 30 days (or as soon as reasonably practicable) after receipt by the Purchaser of the consolidated audited annual financial statements for Addus HomeCare Corporation, a Delaware corporation (“Addus HomeCare”) for the fiscal year ending on each of December 31, 2010 and December 31, 2011 (the “Audited Financial Statements”), the Purchaser will prepare and deliver to the Earn-Out Recipients Recipient a report, setting forth, in reasonable detail, a computation of EBITDA for the Acquired Business (provided that the WME Member which shall be required computed in accordance with the definition of “EBITDA” set forth in Article II hereof) during the preceding fiscal year, and attaching a copy of the Audited Financial Statements and a copy of the consolidating financial statements applicable to make the Purchaser for such period (each, an “Earn-Out Report”). The calculation of EBITDA in such Earn-Out Payment following receipt Report shall be consistent with the methodology used in the report of such distributionXxxxx Xxxxxx PLLC (the Purchaser’s accountants), dated May 18, 2010, and (D) funding by in accordance with Article II hereof. Unless the WME Member (and to the extent agreed to by the Sponsor Members, the Sponsor Members) for Earn-Out Payments Recipient, within thirty (30) days after receipt of the Earn-Out Report, notifies the Purchaser in writing that it objects to the computation of EBITDA of the Acquired Business set forth in the Earn-Out Report, the Earn-Out Report shall be deemed accepted by the Earn-Out Recipient, the Seller Representative, the Sellers and the Purchaser and will be binding and conclusive for all purposes of this Agreement. The Earn-Out Recipient may make inquiries of the Purchaser and its accountants and appropriate employees regarding questions concerning or disagreements with an Earn-Out Report arising in the course of their review thereof, and the Purchaser shall use reasonable efforts to cause any such employees and accountants to cooperate with and respond to such inquiries in a timely manner (subject to the Earn-Out Recipients. (ii) The Recipient entering into any confidentiality and other agreements reasonably required by the accountants). For purposes of this Section 1.3, Purchaser shall be deemed to have received the consolidated audited financial statements of Addus HomeCare as of the date that Addus HomeCare first files its Form 10-K, or any successor form, with the Securities and Exchange Commission for the relevant fiscal year, if Purchaser has not periodically received such financial statements. Objections to Earn-Out Payments shall be subject to the following rules: (A) Earn-Out Payments to the January Capital Member will, to the extent permitted under the terms of any indebtedness and Senior Equity of the Company and its Subsidiaries and Annex A, and to the extent the WME Directors reasonably determine (after meaningful consultation with the full Board) that doing so would not have an adverse impact on the Company or its Subsidiaries, for so long as the January Capital Member is a Member, be distributed by the Company to the January Capital Member (subject, in each case, to clause (B) below) (provided that, for purposes of clarification, the January Capital Member shall not lose or waive its right to receive unpaid Earn-Out Payments solely because it ceases to be a MemberReport; provided further that, if the Company is prohibited under the terms of any indebtedness or Senior Equity of the Company or its Subsidiaries or Annex A, or the Board otherwise determines that doing so would have an adverse impact on the Company or its Subsidiaries, and accordingly does not distribute Earn-Out Payments to the January Capital Member in accordance with this clause (A), then the January Capital Member shall have the right, but not the obligation, to elect in writing to defer the payment of such Earn-Out Payment for a period of up to 24 months (the “Outside Earn-Out Payment Date”); provided further that the deferred Earn-Out Payment will be made to the January Capital Member on the earliest to occur of (A) the date on which the deferred Earn-Out Payment may be made by the Company in accordance with, and subject to the terms and conditions of, this clause (A), (2) the date specified in writing by the January Capital Member (provided the January Capital Member provides written notice to the WME Member at least 60 days prior to the date on which the January Capital Member would like to receive the deferred Earn-Out Payment if such date is prior to the Outside Earn-Out Payment Date) and (3) the Outside Earn-Out Payment Date, (B) the Class B Members shall be grossed up so that they do not bear the effect of any Dilutive Adjustment (as defined below) or the Economic Cost of any Earn-Out Payments that are funded by distributions by the Company, (C) the Class B Members shall not bear any dilution arising from (x) the issuance of any Units that are issued in connection with Arbitrating Accountants. If the Earn-Out Payments or (y) any adjustment Recipient objects to the exercise price (a “Dilutive Adjustment”) computation of any securities or other interests convertible into Equity Securities of the Company resulting from any gross-up or true-up payment made EBITDA set forth in connection with, or that constitutes, any Earn-Out Payment, and (D) if any portion of the Earn-Out Payments are paid pursuant to clause (D) of Report by providing the appropriate notice in accordance with Section 7.03(g)(i) by the WME Member and, if applicable, any Sponsor Members1.3, the WME Member and such Sponsor Members (if any), will be issued Class A Common Units in respect amount of the amounts so paid thereby pursuant to such clause (D) at a price to be unanimously determined by the Board, which shall in no event be greater than Fair Market Value; provided, that if the Board does not unanimously agree on the price per Class A Common Unit, such Class A Common Units will be issued at Fair Market Value, as unanimously determined by the Board; provided, further, that if the Board does not unanimously agree on Fair Market Value, such value EBITDA shall be determined by an investment banking firm of national reputation selected by good faith negotiation between the WME Member and reasonably acceptable to the SL Member, the KKR Member and the Company, whose expenses shall be borne by the Company. (iii) Solely for purposes of this Section 7.03(g), “Economic Cost”, means, with respect to a Class B Member, such Member’s direct or indirect Percentage Interest of any Company cash or other Company asset that is distributed in a non-pro rata distribution to fund all or any portion of any Earn-Out Payment; providedRecipient and the Purchaser. If the Purchaser and the Earn-Out Recipient are unable to reach agreement within thirty (30) days after such notification, thatthe determination of the amount of EBITDA for the period in question shall be submitted to an accounting firm as may be mutually agreed upon by the parties hereto (the “Arbitrating Accountants”), “Economic Cost” whose determination shall not include any diminution be (i) in valuewriting, lost profits or similar cost not relating (ii) furnished to the immediate economic effect Earn-Out Recipient and the Purchaser as soon as practicable (and in no event later than thirty (30) days after submission of the applicable non-pro-rata distribution.dispute to the

Earn-Out Payments. (i) Pursuant The Purchase Price includes four (4) deferred contingent payments (each an "EARN-OUT PAYMENT") for each of the four (4) consecutive Earn-Out Periods following the Closing. Each Earn-Out Payment shall be equal to 20% of the Purchase Pre-Tax Income for each Earn-Out Period. The parties understand and agree that the Earn-Out Payments shall not be calculated based on any performance projections which may have been provided by Seller to Buyer prior to Closing but shall be based on actual Pre-Tax Income of the NC Company. The first "EARN-OUT PERIOD" shall be the twelve month period beginning on the first day of the first month that commences following the Closing Date and ending on the anniversary thereof, with each subsequent Earn-Out Period being the next succeeding twelve month period that commences immediately following the prior Earn-Out Period. (ii) As of the Closing, Seller hereby assigns all rights to each Earn-Out Payment to SH, and directs Buyer to make each Earn-Out Payment directly to SH, or its assigns. Notwithstanding the foregoing, Seller and SH agree that each EarnOut Payment shall be subject to Buyer's rights of set-off under the Indemnification Agreement attached hereto as EXHIBIT B (the "INDEMNIFICATION AGREEMENT"), to be executed by the parties at Closing, that any adjusting payments that may be required between Seller and SH as a result of any such set-off shall be the sole responsibility of Seller and SH and that Buyer shall have no liability or obligation whatsoever with respect thereto. The set-off rights granted in this subsection (ii) are in addition to any other right or remedy available to Buyer at law or equity as set forth in the Indemnification Agreement. Seller, the WME Member or the Company, as applicable, are the obligors Shareholders and Partners shall release and indemnify Buyer in respect of the foregoing assignment and any other allocation of the Purchase Price among the parties. (iii) Within 60 days after the end of each Earn-Out Period, Buyer shall deliver to SH, a portion reasonably detailed calculation notice of the Pre-Tax Income for such Period and the Earn-Out Payment due to SH. SH, shall notify Buyer within 15 days after the delivery of the calculation notice referenced above of any dispute relating to calculation of the Earn-Out Payment. Subject Buyer shall, upon SH's request made within the same 15-day period, make available to Section 7.03(g)(ii)SH, the books and records of NC Company, and any related work papers, related to computation of the Earn-Out Payment. If SH establishes a mistake in the calculation which Buyer does not dispute, the Earn-Out Payments Payment shall be adjusted accordingly and the party in whose favor the mistake was made shall promptly pay the other party the amount due. If Buyer and SH, are unable to resolve any dispute regarding the calculation of an EarnOut Payment within 30 calendar days of SH's notice under this Section 2.4, then the parties shall arbitrate the dispute in the manner provided in EXHIBIT A, except that the arbitrator shall be the Accounting Arbitrator. The arbitration award shall be final and binding on all parties, and judgment on the arbitration award may be funded enforced in any court having jurisdiction over the subject matter of the following manners (or any combination thereof) as determined by unanimous Board approval (provided controversy. If the Accounting Arbitrator determines that if unanimous Board approval is not obtained, the WME Member or the Company, as applicable, shall nevertheless be permitted to comply with their respective obligations to the Buyer underpaid an Earn-Out Recipients under Payment by more than $50,000, Buyer shall pay the Purchase Agreement): (A) fees and expenses of the Accounting Arbitrator and shall reimburse SH, for so long as the January Capital Member is a Member, a special cash distribution by the Company to the January Capital Member cost of its accounting professionals in consideration of that portion reviewing Buyer's calculation of the Earn-Out Payment due to and in participating in the January Capital Member, (B) a cash distribution to all Common Members on a pro rata basis to enable arbitration procedure. If the Common Members (other than the Class B Members) to make Earn-Out Payments to the Earn-Out Recipients (provided Accounting Arbitrator determines that all such Common Members shall be required to make such Buyer underpaid an Earn-Out Payment following receipt of such distribution), (C) a special cash distribution by the Company to the WME Member to fund Earn-Out Payments by the WME Member to the Earn-Out Recipients (provided that the WME Member shall be required to make such less than $50,000 or overpaid an Earn-Out Payment following receipt by less than $50,000, Buyer and SH, shall each pay their cost of such distribution), its own accounting professionals and (D) funding by shall bear equally the WME Member (fees and to the extent agreed to by the Sponsor Members, the Sponsor Members) for Earn-Out Payments to the Earn-Out Recipients. (ii) The Earn-Out Payments shall be subject to the following rules: (A) Earn-Out Payments to the January Capital Member will, to the extent permitted under the terms of any indebtedness and Senior Equity expenses of the Company and its Subsidiaries and Annex A, and to the extent the WME Directors reasonably determine (after meaningful consultation with the full Board) that doing so would not have Accounting Arbitrator. If Buyer overpaid an adverse impact on the Company or its Subsidiaries, for so long as the January Capital Member is a Member, be distributed by the Company to the January Capital Member (subject, in each case, to clause (B) below) (provided that, for purposes of clarification, the January Capital Member shall not lose or waive its right to receive unpaid Earn-Out Payments solely because it ceases to be a Member; provided further that, if the Company is prohibited under the terms of any indebtedness or Senior Equity of the Company or its Subsidiaries or Annex A, or the Board otherwise determines that doing so would have an adverse impact on the Company or its Subsidiaries, and accordingly does not distribute Earn-Out Payments to the January Capital Member in accordance with this clause (A), then the January Capital Member shall have the right, but not the obligation, to elect in writing to defer the payment of such Earn-Out Payment for a period of up to 24 months (by more than $50,000, SH, shall pay the “Outside Earn-Out Payment Date”); provided further that the deferred Earn-Out Payment will be made to the January Capital Member on the earliest to occur of (A) the date on which the deferred Earn-Out Payment may be made by the Company in accordance with, fees and subject to the terms and conditions of, this clause (A), (2) the date specified in writing by the January Capital Member (provided the January Capital Member provides written notice to the WME Member at least 60 days prior to the date on which the January Capital Member would like to receive the deferred Earn-Out Payment if such date is prior to the Outside Earn-Out Payment Date) and (3) the Outside Earn-Out Payment Date, (B) the Class B Members shall be grossed up so that they do not bear the effect of any Dilutive Adjustment (as defined below) or the Economic Cost of any Earn-Out Payments that are funded by distributions by the Company, (C) the Class B Members shall not bear any dilution arising from (x) the issuance of any Units that are issued in connection with the Earn-Out Payments or (y) any adjustment to the exercise price (a “Dilutive Adjustment”) of any securities or other interests convertible into Equity Securities expenses of the Company resulting from any gross-up or true-up payment made Accounting Arbitrator and shall reimburse Buyer for the cost of its accounting professionals in connection with, or that constitutes, any Earn-Out Payment, and (D) if any portion reviewing Buyer's calculation of the Earn-Out Payments are paid pursuant to clause (D) of Payment and in participating in the arbitration procedure. Any reimbursement amount due under this Section 7.03(g)(i) by the WME Member and, if applicable, any Sponsor Members, the WME Member and such Sponsor Members (if any), will be issued Class A Common Units in respect of the amounts so paid thereby pursuant to such clause (D) at a price to be unanimously determined by the Board, which shall in no event be greater than Fair Market Value; provided, that if the Board does not unanimously agree on the price per Class A Common Unit, such Class A Common Units will be issued at Fair Market Value, as unanimously determined by the Board; provided, further, that if the Board does not unanimously agree on Fair Market Value, such value shall be determined by an investment banking firm of national reputation selected by the WME Member and reasonably acceptable added to the SL Member, the KKR Member and the Company, whose expenses shall be borne by the Companyarbitration award. (iiiiv) Solely If Hafener is terminated for purposes "Cause" as defined in Section 1(b)(i) and (ii) of this Section 7.03(g)the Hafener Employment Agreement in the form of EXHIBIT C attached hereto, “Economic Cost”, means, with respect to a Class B Member, such Member’s direct or indirect Percentage Interest of Buyer's obligations for any Company cash or other Company asset that is distributed in a non-pro rata distribution to fund and all or any portion of any remaining Earn-Out Payment; providedPayments, thatregardless of whom such Earn-Out Payments are being made to, “Economic Cost” shall not include any diminution in value, lost profits or similar cost not relating to the immediate economic effect of the applicable non-pro-rata distributionthereupon terminate.

Earn-Out Payments. (a) Upon the achievement of each of (i) Pursuant Milestone 1 and (ii) prior to the Purchase Agreement, the WME Member or the Company, as applicable, are the obligors in respect of a portion expiry of the Earn-Out Payment. Subject out Period, Milestone 2 and Milestone 3, Parent shall promptly pay or cause to be paid to each of the Controlling Stockholders and other holders of Common Stock whose shares were purchased pursuant to an Option or the Offer or converted into the right to receive Consideration pursuant to Section 7.03(g)(ii4.04 (the "Earn-out Recipients") either, at the option of Parent, (A) a number of shares of Parent Common Stock having a value (based on the Average Parent Stock Price prior to the date of payment) equal to $0.48, $0.50 or $0.46 in the case of Milestone 1, Milestone 2 or Milestone 3, respectively, multiplied by the number of shares of Common Stock so purchased or converted or (B) an amount of cash equal to the number of shares of Common Stock so purchased or converted multiplied by $0.48, $0.50 or $0.46 in the case of Milestone 1, Milestone 2 or Milestone 3, respectively, (such amount calculated pursuant to either clause A or B, the "Milestone 1 Earn-out Payment", the "Milestone 2 Earn-out Payment" and the "Milestone 3 Earn-out Payment", as applicable); provided, however, that Parent or Purchaser shall provide the same form of consideration to all Earn-out Recipients. (b) Nothing shall prevent Parent from conducting its business as it sees fit at any time, and Parent shall not be bound to specifically focus on developing, marketing or selling any particular product, including any Company Product. The Former Stockholders Committee shall monitor progress towards the achievement of Milestone 1, Milestone 2 and Milestone 3 and, in connection with the monitoring of such progress with respect to Milestone 1, shall have access to regular clinical updates relevant to the achievement of such Milestone, and in connection with the monitoring of such progress with respect to Milestone 2 and Milestone 3, shall have the right to receive quarterly reports from Parent relating to the calculation of Net Sales in the form and substance Parent customarily prepares such reports in the ordinary course of business. (c) Parent hereby agrees to keep, in accordance with its usual and customary practice, books of account and records of Net Sales for each fiscal quarter of Parent during the Earn-out Period, and Parent further grants the Former Stockholders Committee, at the Former Stockholders Committee's expense (subject to the penultimate sentence of this Section 5.03(c)), the Earn-Out Payments may be funded in any of right, exercisable once during each 60 day period following the following manners (or any combination thereof) as determined by unanimous Board approval (provided that if unanimous Board approval is not obtained, the WME Member or the Company, as applicable, shall nevertheless be permitted to comply with their respective obligations delivery to the Earn-Out Recipients under Company by Parent of an annual report of Net Sales for the Purchase Agreement): fiscal year then ended, to examine and to have a third party reasonably acceptable to Parent examine, subject to the execution by such third party of a confidentiality agreement in form and substance satisfactory to Parent, such books and records at the location of such books and records on prior written notice of at least 10 business days. If any audit reveals a discrepancy of five percent (A5%) for so long as the January Capital Member is a Member, a special cash distribution or more compared with reported Net Sales by the Company to the January Capital Member Former Stockholders Committee, Parent shall pay for the cost of such audit. Nothing in consideration this Section 5.03 shall be deemed to require Parent to keep any books of that portion account or records other than those which it maintains in the ordinary course of business, to retain any such books of account or records for any period in excess of the Earn-Out Payment due period for which Parent retains such records in the ordinary course of business, or to provide access to any books and records of the January Capital Member, (B) a cash distribution to all Common Members on a pro rata basis to enable the Common Members (Parent other than the Class B Members) to make Earn-Out Payments to the Earn-Out Recipients (provided that all such Common Members shall be required to make such Earn-Out Payment following receipt of such distribution), (C) a special cash distribution by the Company to the WME Member to fund Earn-Out Payments by the WME Member to the Earn-Out Recipients (provided that the WME Member shall be required to make such Earn-Out Payment following receipt of such distribution), and (D) funding by the WME Member (and to the extent agreed to by the Sponsor Members, the Sponsor Members) for Earn-Out Payments to the Earn-Out Recipientsthose specified above. (ii) The Earn-Out Payments shall be subject to the following rules: (A) Earn-Out Payments to the January Capital Member will, to the extent permitted under the terms of any indebtedness and Senior Equity of the Company and its Subsidiaries and Annex A, and to the extent the WME Directors reasonably determine (after meaningful consultation with the full Board) that doing so would not have an adverse impact on the Company or its Subsidiaries, for so long as the January Capital Member is a Member, be distributed by the Company to the January Capital Member (subject, in each case, to clause (B) below) (provided that, for purposes of clarification, the January Capital Member shall not lose or waive its right to receive unpaid Earn-Out Payments solely because it ceases to be a Member; provided further that, if the Company is prohibited under the terms of any indebtedness or Senior Equity of the Company or its Subsidiaries or Annex A, or the Board otherwise determines that doing so would have an adverse impact on the Company or its Subsidiaries, and accordingly does not distribute Earn-Out Payments to the January Capital Member in accordance with this clause (A), then the January Capital Member shall have the right, but not the obligation, to elect in writing to defer the payment of such Earn-Out Payment for a period of up to 24 months (the “Outside Earn-Out Payment Date”); provided further that the deferred Earn-Out Payment will be made to the January Capital Member on the earliest to occur of (A) the date on which the deferred Earn-Out Payment may be made by the Company in accordance with, and subject to the terms and conditions of, this clause (A), (2) the date specified in writing by the January Capital Member (provided the January Capital Member provides written notice to the WME Member at least 60 days prior to the date on which the January Capital Member would like to receive the deferred Earn-Out Payment if such date is prior to the Outside Earn-Out Payment Date) and (3) the Outside Earn-Out Payment Date, (B) the Class B Members shall be grossed up so that they do not bear the effect of any Dilutive Adjustment (as defined below) or the Economic Cost of any Earn-Out Payments that are funded by distributions by the Company, (C) the Class B Members shall not bear any dilution arising from (x) the issuance of any Units that are issued in connection with the Earn-Out Payments or (y) any adjustment to the exercise price (a “Dilutive Adjustment”) of any securities or other interests convertible into Equity Securities of the Company resulting from any gross-up or true-up payment made in connection with, or that constitutes, any Earn-Out Payment, and (D) if any portion of the Earn-Out Payments are paid pursuant to clause (D) of Section 7.03(g)(i) by the WME Member and, if applicable, any Sponsor Members, the WME Member and such Sponsor Members (if any), will be issued Class A Common Units in respect of the amounts so paid thereby pursuant to such clause (D) at a price to be unanimously determined by the Board, which shall in no event be greater than Fair Market Value; provided, that if the Board does not unanimously agree on the price per Class A Common Unit, such Class A Common Units will be issued at Fair Market Value, as unanimously determined by the Board; provided, further, that if the Board does not unanimously agree on Fair Market Value, such value shall be determined by an investment banking firm of national reputation selected by the WME Member and reasonably acceptable to the SL Member, the KKR Member and the Company, whose expenses shall be borne by the Company. (iii) Solely for purposes of this Section 7.03(g), “Economic Cost”, means, with respect to a Class B Member, such Member’s direct or indirect Percentage Interest of any Company cash or other Company asset that is distributed in a non-pro rata distribution to fund all or any portion of any Earn-Out Payment; provided, that, “Economic Cost” shall not include any diminution in value, lost profits or similar cost not relating to the immediate economic effect of the applicable non-pro-rata distribution.

Earn-Out Payments. (i) Pursuant In addition to the Purchase Agreement, the WME Member or the Company, as applicable, are the obligors in respect of a portion receipt of the Earn-Out Closing Date Payment. Subject , Sellers shall have the opportunity to Section 7.03(g)(ii), receive the Earn-Out Payments may be funded in any as additional consideration for the Shares based on the consolidated EBITDA of the following manners Companies for the next two (or any combination thereof2) as determined by unanimous Board approval years beginning on the first day of the first full month after the Closing Date (provided that if unanimous Board approval is not obtainedeach a “Target Year”, and collectively the WME Member or “Target Years”), on the Company, as applicable, shall nevertheless be permitted to comply with their respective obligations terms and subject to the conditions set forth in this Section 2.2(b). Earn-Out Recipients under Payments shall not be contingent on continued employment and/or consulting agreements or relationships. Buyer agrees to cause the Purchase Agreement): Companies’ auditors to complete their review of the financial statements for the Companies for each Target Year within sixty (A60) days following the completion of such Target Year. As promptly as practicable following the completion of such review, but in no event later than thirty (30) days after the day that the Companies’ auditors complete the Companies’ reviewed financial statements for so long as the January Capital Member is a MemberTarget Year, a special cash distribution by the Company Buyer shall deliver to the January Capital Member in consideration Seller Representative a preliminary statement of that portion the Companies’ EBITDA for such Target Year and a calculation of the Earn-Out Payment due to the January Capital MemberSellers, if any, for such Target Year. In calculating EBITDA: (Bi) a cash distribution to all Common Members on a pro rata basis to enable the Common Members (other than the Class B Members) to make Earn-Out Payments there shall be no allocation to the Earn-Out Recipients (provided that all such Common Members shall be required to make such Earn-Out Payment following receipt Companies of such distribution), (C) a special cash distribution by the Company to the WME Member to fund Earn-Out Payments by the WME Member to the Earn-Out Recipients (provided that the WME Member shall be required to make such Earn-Out Payment following receipt any of such distribution), and (D) funding by the WME Member (and to the extent agreed to by the Sponsor Members, the Sponsor Members) for Earn-Out Payments to the Earn-Out Recipients.Buyer’s overhead expenses; (ii) EBITDA shall not be reduced by: (y) any expenses incurred in connection with the transactions contemplated in this Agreement (including but not limited to broker, legal or accounting fees and expenses; or (z) except as provided under clause 2.2(b)(v), any inter-company fees or expenses among the Companies, Buyer or its Affiliates (“Inter-Company Fees”). (iii) EBITDA shall be computed without regard to “extraordinary items” of gain or loss as that term shall be defined in GAAP; (iv) EBITDA shall not include Inter-Company Fees or any gains, losses or profits realized from the sale of any assets other than in the ordinary course of business; and (v) The purchase and sale process of goods and services sold by the Companies to Buyer or its Affiliates or purchased by the Companies from Buyer or its Affiliates shall either (A) be approved by the Seller Representative (which approval shall be deemed given if the Seller Representative does not object in writing (which may be in the form of an email) to any such transaction within five (5) days after the Seller Representative receives written notice thereof (which may be in the form of an email), or (B) be reflected in the EBITDA calculations in amounts that at a minimum account for the direct cost and expense of each Company for the goods and services sold. Notwithstanding the foregoing: (y) for business that is referred to the Companies by Buyer or its Affiliates, or from the Companies to Buyer or its Affiliates, the originating (i.e., referring) party shall be allocated 60% of the margin and the other party will be allocated 40% of the margin; and (z) in lieu of providing for their own legal and financial support services, following the later of (i) two (2) months after the Closing Date or (ii) the termination of the Consulting Agreement with Rxxxxxx Xxxx, the Companies shall use Buyer’s finance and legal departments for finance and legal support services and the Companies shall be charged at such time but not before with $16,667 per month for such support services. No further approval from the Seller Representative shall be required for transactions described in clauses (y) and (z). Notwithstanding the foregoing, nothing herein shall obligate a Company to accept referred business from Buyer or its Affiliates, or to refer business to Buyer or its Affiliates, if doing so would result in a negative margin or loss to a Company or the Companies. Subject to the “First Target Year Cap” and to the “Aggregate Earn-Out Payments shall be subject to the following rules: Cap” (A) Earn-Out Payments to the January Capital Member will, to the extent permitted under the as such terms of any indebtedness and Senior Equity of the Company and its Subsidiaries and Annex A, and to the extent the WME Directors reasonably determine (after meaningful consultation with the full Board) that doing so would not have an adverse impact on the Company or its Subsidiaries, for so long as the January Capital Member is a Member, be distributed by the Company to the January Capital Member (subject, in each case, to clause (B) below) (provided that, for purposes of clarificationare hereinafter defined), the January Capital Member shall not lose or waive its right to receive unpaid Earn-Out Payments solely because it ceases to be a Member; provided further that, if the Company is prohibited under the terms of any indebtedness or Senior Equity of the Company or its Subsidiaries or Annex A, or the Board otherwise determines that doing so would have an adverse impact on the Company or its Subsidiaries, and accordingly does not distribute Earn-Out Payments to the January Capital Member in accordance with this clause (A), then the January Capital Member shall have the right, but not the obligation, to elect in writing to defer the payment of such Earn-Out Payment for a period each of up to 24 months (the “Outside Target Years shall be based on the Companies’ combined and consolidated EBITDA for such Target Year, as follows: Each Earn-Out Payment Date”); provided further shall be increased proportionally for the amount that the deferred actual EBITDA exceeds the applicable EBITDA Threshold. For example, if the actual combined and consolidated EBITDA of the Companies for the first Target Year is $2,050,000 (i.e., an amount between the EBITDA Thresholds of $2,000,000 and $2,200,000, and 25% of the spread between the two (2) EBITDA Thresholds), then the Earn-Out Payment will shall be made to $967,500 (i.e., $900,000, plus 25% of the January Capital Member on the earliest to occur of (A) the date on which the deferred spread between $900,000 and $1,170,000). The maximum Earn-Out Payment may be made by for first Target Year is $1,500,000 (the Company in accordance with“First Target Year Cap”), and subject the aggregate maximum Earn-Out Payments for all of the Target Years is $3,000,000 (the “Aggregate Earn-Out Cap” together with the First Target Year Cap, the “Caps”). Subject to the terms and conditions ofAggregate Earn-Out Cap, this clause (A), (2) the date specified in writing by the January Capital Member (provided the January Capital Member provides written notice to the WME Member at least 60 days prior to the date on amount which the January Capital Member would like to receive the deferred any Earn-Out Payment if such date for the first Target Year is prior to in excess of the Outside Earn-Out Payment Date) and (3) the Outside Earn-Out Payment Date, (B) the Class B Members First Target Year Cap shall be grossed up so that they do not bear the effect of any Dilutive Adjustment (as defined below) or the Economic Cost of any Earn-Out Payments that are funded by distributions by the Company, (C) the Class B Members shall not bear any dilution arising from (x) the issuance of any Units that are issued in connection added to and paid with the Earn-Out Payments or (y) any adjustment Payment, if any, for the second Target Year. In addition, subject to the exercise price (a “Dilutive Adjustment”) of any securities or other interests convertible into Equity Securities of the Company resulting from any gross-up or true-up payment made in connection withCaps, or that constitutes, any each Target Year Earn-Out Payment, Payment shall include fifty cents ($0.50) of each dollar ($1.00) of actual EBITDA over $2,400,000. Buyer covenants and (D) if any portion agrees to maintain correct and complete books and records for the determination of the Earn-Out Payments and it shall: (i) operate the Companies on a stand-alone basis and on a basis substantially similar to the manner in which they are paid pursuant to clause presently operated; (Dii) not allow any actions which have the sole purpose or effect of Section 7.03(g)(i) by the WME Member anddepressing or deferring earnings, if applicableor increasing or accelerating expenses, any Sponsor Members, the WME Member and such Sponsor Members (if any), will be issued Class A Common Units in respect of the amounts so paid thereby pursuant to such clause (D) at a price to be unanimously determined by the Board, which shall in no event be greater than Fair Market ValueCompanies; provided, that if the Board does not unanimously agree on the price per Class A Common Unit, such Class A Common Units will be issued at Fair Market Value, as unanimously determined by the Board; provided, further, that if the Board does not unanimously agree on Fair Market Value, such value shall be determined by an investment banking firm of national reputation selected by the WME Member and reasonably acceptable to the SL Member, the KKR Member and the Company, whose expenses shall be borne by the Company. (iii) Solely for purposes without the prior written consent of this Section 7.03(gthe Seller Representative (which may be in the form of email correspondence), “Economic Cost”not hire additional employees (except to replace departing employees at the same or lower salary level); (iv) not sell, meansassign or transfer the assets or capital stock of the Companies during the Target Years, with respect to a Class B Memberor after the Target Years, such Member’s direct or indirect Percentage Interest of any Company cash or other Company asset that is distributed in a non-pro rata distribution to fund unless all or any portion of any Earn-Out Payment; providedPayments owed to the Sellers are made, thatexcept: (aa) on terms as may be approved in writing by the Seller Representative (such approval not to be unreasonably withheld), “Economic Cost” and (bb) Buyer shall not include any diminution in value, lost profits or similar cost not relating be restricted from merging the two (2) Companies; (iv) keep the assets of the Companies and the Companies properly insured at levels to which they are currently insured; and (v) agree with the Seller Representative on appropriate adjustments to the immediate economic effect calculation of the applicable nonEarn-proOut Payments prior to any merger, consolidation or other transaction or event that would materially adversely affect calculation of the Earn-rata distributionOut Payments. Notwithstanding the foregoing, if the Sellers Representative approves in advance in writing any action or inaction by the Companies, such action or inaction shall be deemed to comply with Buyer’s covenants under this Section 2.2(b).

Earn-Out Payments. (i) Pursuant Not later than March 1, 2008, Purchaser shall provide Stockholders a statement (the “Earn-Out Statement”) of the Net Sales for the Company during calendar 2007 (the “Earn-Out Period”), together with appropriate supporting documentation. (ii) Within 30 days following receipt by the Stockholders of the Earn-Out Statement the Stockholders shall deliver written notice (an “Earn-Out Notice of Disagreement”) to Purchaser of any dispute Stockholders have with respect to the Purchase Agreementpreparation or content of such Earn-Out Statement. The Earn-Out Notice of Disagreement must describe in reasonable detail the items contained in the Earn-Out Statement that the Stockholders dispute and the basis for any such dispute. If the Stockholders do not notify Purchaser of a dispute with respect to such Earn-Out Statement within such 30-day period, Net Sales reflected in such Earn-Out Statement will be final, conclusive and binding on the parties. If an Earn-Out Notice of Disagreement is delivered to Purchaser, Purchaser and the Stockholders shall negotiate in good faith to resolve such dispute. If Purchaser and the Stockholders, notwithstanding such good faith effort, fail to resolve such dispute within 14 days after the Stockholders advises Purchaser of its objections, then Purchaser and the Stockholders jointly shall engage the Arbitration Firm to resolve such dispute in accordance with the standards set forth in this Section 2.3(c)(i) and in accordance with the definition of Net Sales. The scope of the disputes to be resolved by the Arbitration Firm will be limited to the items in dispute that were included in the Earn-Out Notice of Disagreement and the Arbitration Firm shall determine Net Sales for the applicable Earn-Out Period based solely on one written submission by the Stockholders and their representatives and one written submission by Purchaser and its representatives and not by independent review. The Arbitration Firm shall, within thirty (30) days after receiving the positions of both the Stockholders and Purchaser and all supplementary supporting documentation requested by the Arbitration Firm, render its decision by accepting the position of either the Stockholders or Purchaser, which decision shall be final and binding on, and nonappealable by, the WME Member or Stockholders and Purchaser, and judgment may be entered upon the determination of the Arbitration Firm in any court having jurisdiction over the party against which such determination is to be enforced. The fees and expenses of the Arbitration Firm shall be paid by the party whose position is not accepted by the Arbitration Firm’s calculation of Net Sales for the applicable Earn-Out Period. (iii) For purposes of complying with the terms set forth in this Section 2.3(c), each party shall cooperate with and make available to the other parties and their respective representatives all information, records, data and working papers, and shall permit reasonable access to its facilities and personnel, as may be reasonably required in connection with the preparation and analysis of the Earn-Out Statements and the resolution of any disputes thereunder. Until the expiration of the Earn-Out Period, Purchaser shall operate the Company, as applicable, are ’s business in the obligors in respect ordinary course and not with the purpose of a portion reducing the amount of the Earn-Out Payment. Subject . (iv) If the Earn-Out Statement (as finally determined pursuant to Section 7.03(g)(ii2.3(c)(ii) reflects Net Sales for the Earn-Out Period in excess of $5,000,000 (the “Earn-Out Period Overage”), Purchaser shall pay to the Stockholders within ten (10) Business Days following the date on which the Earn-Out Statement is finally determined pursuant to Section 2.3(c)(ii) an amount (the “Earn-Out Payment”) in accordance with the following provisions: (A) The Earn-Out Payment shall be made, at the option of the Purchaser, either in the form of cash or of unregistered shares of Purchaser Common Stock; provided, however, that if at the time of issuance the Purchaser Common Stock is not publicly traded on either the NASDAQ, OTCBB or the “pink sheets” published by the National Quotation Bureau, the Earn-Out Payments may Payment shall be funded made in any the form of cash. . The value of each share of Purchaser Common Stock for purposes of payment of the following manners Earn Out Consideration shall be the Earn Out Stock Price. (B) The Stockholders shall be entitled to payment of the Earn Out Payment by receiving either cash or any combination thereofshares of Purchaser Common Stock equal in value to fifty percent (50%) as determined by unanimous Board approval (provided that if unanimous Board approval is not obtained, the WME Member or the Company, as applicable, shall nevertheless be permitted to comply with their respective obligations to of the Earn-Out Recipients under the Purchase Agreement): (A) for so long as the January Capital Member is Period Overage in excess of $5,000,000. They shall each receive a Member, a special cash distribution by the Company to the January Capital Member in consideration of that portion percentage of the Earn-Out Payment due equal to the January Capital Member, (B) a cash distribution to all Common Members percentage set forth opposite such Stockholder’s name on a pro rata basis to enable Exhibit 1 under the Common Members (other than the Class B Members) to make Earn-Out Payments to the Earn-Out Recipients (provided that all such Common Members shall be required to make such Earn-Out Payment following receipt of such distribution), heading “Ownership Percentage”. (C) a special cash distribution by Cash or shares totaling 85% of the Company Earn Out Payment shall be transferred to the WME Member to fund Earn-Out Payments by Stockholders within fifteen (15) days following the WME Member to the Earn-Out Recipients (provided that the WME Member shall be required to make such Earn-Out Payment following receipt of such distribution), and (D) funding by the WME Member (and to the extent agreed to by the Sponsor Members, the Sponsor Members) for Earn-Out Payments to the Earn-Out Recipients. (ii) The Earn-Out Payments shall be subject to the following rules: (A) Earn-Out Payments to the January Capital Member will, to the extent permitted under the terms of any indebtedness and Senior Equity of the Company and its Subsidiaries and Annex A, and to the extent the WME Directors reasonably determine (after meaningful consultation with the full Board) that doing so would not have an adverse impact on the Company or its Subsidiaries, for so long as the January Capital Member is a Member, be distributed by the Company to the January Capital Member (subject, in each case, to clause (B) below) (provided that, for purposes of clarification, the January Capital Member shall not lose or waive its right to receive unpaid Earn-Out Payments solely because it ceases to be a Member; provided further that, if the Company is prohibited under the terms of any indebtedness or Senior Equity of the Company or its Subsidiaries or Annex A, or the Board otherwise determines that doing so would have an adverse impact on the Company or its Subsidiaries, and accordingly does not distribute Earn-Out Payments to the January Capital Member in accordance with this clause (A), then the January Capital Member shall have the right, but not the obligation, to elect in writing to defer the payment of such Earn-Out Payment for a period of up to 24 months (the “Outside Earn-Out Payment Date”); provided further that the deferred Earn-Out Payment will be made to the January Capital Member on the earliest to occur of (A) the date on which the deferred Earn-Out Payment may be made by the Company in accordance with, and subject to the terms and conditions of, this clause (A), (2) the date specified in writing by the January Capital Member (provided the January Capital Member provides written notice to the WME Member at least 60 days prior to the date on which the January Capital Member would like to receive the deferred Earn-Out Payment if such date is prior to the Outside Earn-Out Payment Date) and (3) the Outside Earn-Out Payment Date, (B) the Class B Members shall be grossed up so that they do not bear the effect of any Dilutive Adjustment (as defined below) or the Economic Cost of any Earn-Out Payments that are funded by distributions by the Company, (C) the Class B Members shall not bear any dilution arising from (x) the issuance of any Units that are issued in connection with the Earn-Out Payments or (y) any adjustment to the exercise price (a “Dilutive Adjustment”) of any securities or other interests convertible into Equity Securities of the Company resulting from any gross-up or true-up payment made in connection with, or that constitutes, any Earn-Out Payment, and (D) if any portion final determination of the Earn-Out Payments are paid Payment pursuant to clause Section 2.3(c)(ii). (D) of Section 7.03(g)(i) by the WME Member and, if applicable, any Sponsor Members, the WME Member and such Sponsor Members (if any), will be issued Class A Common Units in respect The remainder of the amounts so paid thereby pursuant to such clause (D) at a price to be unanimously determined by the Board, which shall in no event be greater than Fair Market Value; provided, that if the Board does not unanimously agree on the price per Class A Common Unit, such Class A Common Units will be issued at Fair Market Value, as unanimously determined by the Board; provided, further, that if the Board does not unanimously agree on Fair Market Value, such value shall be determined by an investment banking firm of national reputation selected by the WME Member and reasonably acceptable to the SL Member, the KKR Member and the Company, whose expenses shall be borne by the Company. (iii) Solely for purposes of this Section 7.03(g), “Economic Cost”, means, with respect to a Class B Member, such Member’s direct or indirect Percentage Interest of any Company cash or other Company asset that is distributed in a non-pro rata distribution to fund all or any portion of any Earn-Out PaymentPayment (the “Earn-Out Reserve”) shall be transferred 15 months after the Closing Date, and shall be subject to offset for (x) any amounts of the Working Capital Shortfall owed under Section 2.3(b) but unpaid by the Stockholders on that date; provided, that, “Economic Cost” shall not include and (y) any diminution in value, lost profits or similar cost not relating amounts owed by the Stockholders pursuant to the immediate economic effect indemnity provisions of the applicable non-pro-rata distributionArticle VIII below.

Earn-Out Payments. (a) As additional consideration for the sale and transfer of the Purchased Shares to the Purchaser, the Purchaser agrees to pay to the Seller the Earn-Out Payment or the Reduced Earn-Out Payment, as the case may be, in accordance with and upon the satisfaction of the conditions applicable to each such payment as set forth below: (i) Pursuant if the General Partner (or any successor to the Purchase Agreementbusiness conducted by the Partnership directly or indirectly owned by the Parent) generates consolidated annual audited earnings before interest, taxes, depreciation and amortization (“EBITDA”) greater than C$7,500,000 for any fiscal year of the WME Member General Partner (or any successor to the General Partner or the Companybusiness carried on by the Partnership) up to and including the fiscal year ended in 2016, as applicableand provided that at such time the Purchaser or the Parent continues to directly or indirectly hold a controlling interest in the General Partner or such successor to the business conducted by the Partnership, are then the obligors in respect of a portion of Purchaser shall pay to the Seller the Earn-Out Payment. Subject ; for purposes of this section, EBITDA shall be calculated in accordance with Canadian GAAP applied consistently with the Accounting Standards, shall be calculated before the payment of any management fees payable to Section 7.03(g)(iithe Parent or its Affiliates, and, if applicable, for that subject fiscal year, shall include net gains arising from fixed asset sales but only in an amount equal to (A) net gains realized from all such fixed asset sales, if any, less (B) any gross capital expenditures other than maintenance capital expenditures (for the avoidance of doubt, in no event will such net gains less gross capital expenditures other than maintenance capital expenditures be less than zero or otherwise reduce EBITDA); (ii) if on or prior to the end of the General Partner’s fiscal year ended 2016, the Parent or the Purchaser no longer directly or indirectly holds a controlling interest in the General Partner, the Limited Partner, the Partnership or any successor to the business conducted by the Partnership (such that the business conducted by the Partnership as of the Closing Date is no longer directly or indirectly controlled by the Purchaser) as a result of a sale or sales of such interest to one or more third parties for total consideration (including the aggregate consideration received in respect of all prior sales by the Parent or the Purchaser of any direct or indirect interest in the General Partner, the Limited Partner, the Partnership or any successor to the business conducted by the Partnership that together with such sale results in the Parent or the Purchaser no longer having a controlling interest) representing an enterprise value of the business in excess of C$34,000,000 (net of third party transaction-related fees and expenses), then the Purchaser shall pay to the Seller the Earn-Out Payments may be funded Payment (for greater certainty, in connection with any sale of a controlling interest of, but less than all of the following manners ownership of, the General Partner, the Limited Partner, the Partnership or the business, the total consideration received by the Parent or the Purchaser (including the aggregate consideration received in respect of all prior sales) shall be compared to a pro rata portion of C$34,000,000 based on the percentage ownership of the General Partner, the Limited Partner, the Partnership or the business sold by the Parent or the Purchaser); or (iii) if on or prior to the end of the General Partner’s fiscal year ended 2016, the Parent or the Purchaser no longer directly or indirectly holds a controlling interest in the General Partner, the Limited Partner, the Partnership or any combination thereofsuccessor to the business conducted by the Partnership (such that the business conducted by the Partnership as of the Closing Date is no longer directly or indirectly controlled by the Purchaser) as determined a result of a sale or sales of such interest to one or more third parties for total consideration (including the aggregate consideration received in respect of all prior sales by unanimous Board approval (provided that if unanimous Board approval is not obtainedthe Parent or the Purchaser of any direct or indirect interest in the General Partner, the WME Member Limited Partner, the Partnership or any successor to the business conducted by the Partnership that together with such sale results in the Parent or the CompanyPurchaser no longer having a controlling interest) representing an enterprise value of the business of between C$24,000,000 and C$34,000,000 (in each case net of third party transaction-related fees and expenses), as applicable, then the Purchaser shall nevertheless be permitted to comply with their respective obligations pay to the Seller the Reduced Earn-Out Recipients under Payment (for greater certainty, in connection with any sale of a controlling interest of, but less than all of, the Purchase Agreement): ownership of the General Partner, the Limited Partner, the Partnership or the business, the total consideration (Aincluding the aggregate consideration received in respect of all prior sales) for so long as the January Capital Member is a Member, a special cash distribution received by the Company Parent or the Purchaser shall be compared to a pro rata portion of C$24,000,000 and C$34,000,000 based on the percentage ownership of the General Partner, the Limited Partner, the Partnership or the business sold by the Parent or the Purchaser). (b) The Earn-Out Payment or Reduced Earn-Out Payment, if any, shall only become due and shall be paid by the Purchaser on the earlier of (i) 5.5 years after the Closing Date, or (ii) the date on which the Parent no longer has a direct or indirect controlling interest in the General Partner, the Limited Partner, the Partnership or any successor to the January Capital Member in consideration business conducted by the Partnership (such that the business conducted by the Partnership as of that portion the Closing Date is no longer directly or indirectly controlled by the Purchaser). Such payment (if any) shall be paid by wire transfer of same day funds to a bank account designated by the Seller. (c) Until the earlier of the end of the General Partner’s fiscal year ended 2016 or the payment of the Earn-Out Payment due to the January Capital Member, (B) a cash distribution to all Common Members on a pro rata basis to enable the Common Members (other than the Class B Members) to make or Reduced Earn-Out Payments to the Earn-Out Recipients (provided that all such Common Members shall be required to make such Earn-Out Payment following receipt of such distribution), (C) a special cash distribution by the Company to the WME Member to fund Earn-Out Payments by the WME Member to the Earn-Out Recipients (provided that the WME Member shall be required to make such Earn-Out Payment following receipt of such distribution), and (D) funding by the WME Member (and to the extent agreed to by the Sponsor Members, the Sponsor Members) for Earn-Out Payments to the Earn-Out Recipients.Payment: (iii) The Earn-Out Payments shall be subject to not later than the following rules: (A) Earn-Out Payments to the January Capital Member will, to the extent permitted under the terms of any indebtedness and Senior Equity of the Company and its Subsidiaries and Annex A, and to the extent the WME Directors reasonably determine (after meaningful consultation with the full Board) that doing so would not have an adverse impact on the Company or its Subsidiaries, for so long as the January Capital Member is a Member, be distributed by the Company to the January Capital Member (subject, in each case, to clause (B) below) (provided that, for purposes of clarification, the January Capital Member shall not lose or waive its right to receive unpaid Earn-Out Payments solely because it ceases to be a Member; provided further that, if the Company is prohibited under the terms of any indebtedness or Senior Equity of the Company or its Subsidiaries or Annex A, or the Board otherwise determines that doing so would have an adverse impact on the Company or its Subsidiaries, and accordingly does not distribute Earn-Out Payments to the January Capital Member in accordance with this clause (A), then the January Capital Member shall have the right, but not the obligation, to elect in writing to defer the payment of such Earn-Out Payment for a period of up to 24 months (the “Outside Earn-Out Payment Date”); provided further that the deferred Earn-Out Payment will be made to the January Capital Member on the earliest earlier to occur of (A) ten (10) Business Days after the date General Partner completes the preparation of its audited financial statements for the subject fiscal year and (B) one hundred and fifty (150) days after the end of the subject fiscal year, the Purchaser shall prepare or cause to be prepared and delivered to the Seller a statement (1) setting out the EBITDA of the General Partner (or any successor to the General Partner or the business carried on which by the deferred Partnership) for such fiscal year, (2) setting out the Parent’s direct and indirect ownership interest in the General Partner, the Limited Partner and the Partnership (or any successor to the General Partner, the Limited Partner or the business carried on by the Partnership) as at the end of such fiscal year, and (3) confirming whether or not the Earn-Out Payment may be made has been earned; and (ii) not later than twenty (20) days before the intended closing of any transaction following which the Parent will no longer directly or indirectly hold a controlling interest in the General Partner, the Limited Partner, the Partnership or any successor to the business conducted by the Company in accordance withPartnership (such that the business conducted by the Partnership as of the Closing Date is no longer directly or indirectly controlled by the Purchaser) as a result of a sale or sales to one or more third parties, the Purchaser shall prepare or cause to be prepared and subject delivered to the terms and conditions of, this clause (A), (2) Seller a statement setting out the date specified in writing by the January Capital Member (provided the January Capital Member provides written notice total consideration directly or indirectly payable to the WME Member at least 60 days prior to Parent in connection with such sale and the date on which amount of any third party transaction-related fees and expenses and confirming whether or not the January Capital Member would like to receive the deferred Earn-Out Payment if such date is prior to the Outside or a Reduced Earn-Out Payment Date) and has been earned (3) the Outside each such statement being referred to herein as an “Earn-Out Payment Date, Statement”). (Bd) The Purchaser shall provide the Class B Members shall be grossed up so that they do not bear Seller with reasonable access to copies of all working papers and other relevant documents to verify the effect of any Dilutive Adjustment (as defined below) or the Economic Cost of any Earn-Out Payments that are funded by distributions by the Company, (C) the Class B Members shall not bear any dilution arising from (x) the issuance of any Units that are issued information contained in connection with the Earn-Out Payments or Statement. The Seller shall have a period of thirty (y30) any adjustment to the exercise price (a “Dilutive Adjustment”) of any securities or other interests convertible into Equity Securities of the Company resulting from any gross-up or true-up payment made in connection with, or that constitutes, any Earn-Out Payment, and (D) if any portion Business Days after delivery of the Earn-Out Payments Statement to review the Earn-Out Statement and make any objections in writing to the Purchaser. If written objections to the Earn-Out Statement are paid pursuant delivered to clause the Purchaser within such thirty (D30) of Section 7.03(g)(iBusiness Day period, then the Purchaser and the Seller shall attempt to resolve the matter or matters in dispute. If no written objections are made within the time period provided above, then the Earn-Out Statement shall become final and binding on the Parties. (e) If disputes with respect to the Earn-Out Statement cannot be resolved by the WME Member and, if applicable, any Sponsor Members, Purchaser and the WME Member and such Sponsor Members Seller within thirty (if any), will be issued Class A Common Units in respect 30) days after the delivery of the amounts so paid thereby pursuant objections to the Earn-Out Statement, then either the Seller or the Purchaser with notice to the other may submit the specific matters in dispute to the Dispute Resolution Auditor, which firm shall render its opinion as to such clause (D) at a price matters. Based on such opinion, such accounting firm will then send to the Purchaser and the Seller its determination in writing on the specific matters in dispute, including any resulting revisions to the Earn-Out Statement, which determination shall be unanimously determined final and binding on the Parties. The fees and other costs charged by the Board, which shall in no event be greater than Fair Market Value; provided, that if the Board does not unanimously agree on the price per Class A Common Unit, such Class A Common Units will be issued at Fair Market Value, as unanimously determined by the Board; provided, further, that if the Board does not unanimously agree on Fair Market Value, such value shall be determined by an investment banking independent accounting firm of national reputation selected by the WME Member and reasonably acceptable to the SL Member, the KKR Member and the Company, whose expenses shall be borne by the CompanyPurchaser and the Seller equally. (iii) Solely for purposes of this Section 7.03(g), “Economic Cost”, means, with respect to a Class B Member, such Member’s direct or indirect Percentage Interest of any Company cash or other Company asset that is distributed in a non-pro rata distribution to fund all or any portion of any Earn-Out Payment; provided, that, “Economic Cost” shall not include any diminution in value, lost profits or similar cost not relating to the immediate economic effect of the applicable non-pro-rata distribution.

Earn-Out Payments. (a) Purchaser shall pay to Seller earn out payments (each an "Earn Out Payment") as follows: (i) Pursuant Purchaser shall pay to Seller on the Reseller Earn Out Payment Date an amount equal to fifty percent (50%) of the Reseller Margin (any such amounts are hereinafter referred to as "Reseller Earn Out Amounts"), provided that (A) no such payment shall be made unless Purchaser shall have rendered the applicable services during the applicable quarter and received payment of the applicable Vidipax Wholesale Price from Parent during such quarter, except that to the Purchase Agreementextent that Purchaser has rendered services prior to the end of the Earn Out Period but has not received the applicable Vidipax Wholesale Price by such date, then, notwithstanding the passage of the end of the Earn Out Period, Purchaser shall be obligated to pay Seller the Reseller Earn Out Amount with respect thereto within 15 days of its receipt of the applicable Vidipax Wholesale Price, and (B) the Reseller Earn Out Amounts shall not exceed, in the aggregate, $250,000; and (ii) Purchaser shall pay to Seller on the Profit Earn Out Payment Date an amount equal to 25% of the Net Income of Purchaser during the Earn Out Period (any such amounts are hereinafter referred to as "Profit Earn Out Amounts"); provided, however, the WME Member aggregate Profit Earn Out Amount shall not exceed, in the aggregate, $250,000. (b) Purchaser shall deliver to Seller, on each Reseller Earn Out Payment Date and Profit Earn Out Payment Date, whether or not any amount is due to Seller hereunder, a written statement (each an "Earn Out Payment Statement"), setting forth calculations made by Purchaser to determine the Reseller Earn Out Amount or the CompanyProfit Earn Out Amount or both, as applicable, are the obligors in respect of a portion of the Earn-Out Payment. Subject detail reasonably acceptable to Section 7.03(g)(ii)Seller, the Earn-Out Payments may be funded in any of the following manners (or any combination thereof) as determined by unanimous Board approval (provided that if unanimous Board approval is not obtained, the WME Member or the Company, as applicable, shall nevertheless be permitted to comply with their respective obligations to the Earn-Out Recipients under the Purchase Agreement): (A) for so long as the January Capital Member is a Member, a special cash distribution by the Company to the January Capital Member in consideration of that portion of the Earn-Out Payment due to the January Capital Member, (B) a cash distribution to all Common Members on a pro rata basis to enable the Common Members (other than the Class B Members) to make Earn-Out Payments to the Earn-Out Recipients (provided that all such Common Members shall be required to make such Earn-Out Payment following receipt of such distribution), (C) a special cash distribution by the Company to the WME Member to fund Earn-Out Payments by the WME Member to the Earn-Out Recipients (provided that the WME Member shall be required to make such Earn-Out Payment following receipt of such distribution), and (D) funding by the WME Member (and to the extent agreed to by the Sponsor Members, the Sponsor Members) for Earn-Out Payments to the Earn-Out Recipientsincluding appropriate supporting documentation. (iic) The Earn-In the event that Seller disputes the Earn Out Payment Statement or the calculation of the Earn Out Payments, Seller shall notify Purchaser in writing of the amount, nature and basis of such dispute, within thirty (30) days after delivery of the Closing Earn Out Payment Statement. In the event of such a dispute, Seller and Purchaser shall first use their diligent good faith efforts to resolve the dispute within ten (10) days after delivery of the notice of dispute. Purchaser shall furnish Seller's or its Affiliates' representatives commercially reasonably access to Purchaser's relevant personnel and books and records to audit same in connection with any such dispute. Such audit shall be conducted at Seller's sole cost and expenses, provided, however, that if Seller or any of its Affiliates identifies a discrepancy from the Earn Out Payment Statement or the calculation of the Earn Out Payments shall be subject to the following rules: of more than ten percent (A) Earn-Out Payments to the January Capital Member will, to the extent permitted under the terms of any indebtedness and Senior Equity of the Company and its Subsidiaries and Annex A, and to the extent the WME Directors reasonably determine (after meaningful consultation with the full Board) that doing so would not have an adverse impact on the Company or its Subsidiaries, for so long as the January Capital Member is a Member, be distributed by the Company to the January Capital Member (subject, in each case, to clause (B) below) (provided that, for purposes of clarification, the January Capital Member shall not lose or waive its right to receive unpaid Earn-Out Payments solely because it ceases to be a Member; provided further that, if the Company is prohibited under the terms of any indebtedness or Senior Equity of the Company or its Subsidiaries or Annex A, or the Board otherwise determines that doing so would have an adverse impact on the Company or its Subsidiaries, and accordingly does not distribute Earn-Out Payments to the January Capital Member in accordance with this clause (A10%), then Purchaser shall be responsible for the January Capital Member cost of the audit and shall have pay same to Seller or its Affiliate within ten (10) days following notice to Purchaser of identification of discrepancy. In the rightevent that the dispute is not resolved within the aforementioned ten (10) day period, but not any remaining items in dispute shall be submitted to the obligationNew York office of McGladrey & Xxxxxx, LLP (the "Arbitrator"), which arbitration shall be conducted in New York, to elect be finally resolved by the Arbitrator within thirty (30) days of such submission. All determinations pursuant to this paragraph (c) shall be in writing to defer the payment of such Earn-Out Payment for a period of up to 24 months (the “Outside Earn-Out Payment Date”); provided further that the deferred Earn-Out Payment will and shall be made delivered to the January Capital Member on the earliest to occur of (A) the date on which the deferred Earn-Out Payment may be made parties. The determination by the Company in accordance with, and subject Arbitrator as to the terms and conditions of, this clause (A), (2) the date specified in writing by the January Capital Member (provided the January Capital Member provides written notice to the WME Member at least 60 days prior to the date on which the January Capital Member would like to receive the deferred Earn-Out Payment if such date is prior to the Outside Earn-Out Payment Date) and (3) the Outside Earn-Out Payment Date, (B) the Class B Members resolution of any dispute shall be grossed up so that they do not bear binding and conclusive upon the effect parties. The fees and expenses of any Dilutive Adjustment (as defined below) or the Economic Cost of any Earn-Out Payments that are funded by distributions by the Company, (C) the Class B Members shall not bear any dilution arising from (x) the issuance of any Units that are issued Arbitrator in connection with the Earn-Out Payments or (y) any adjustment to the exercise price (a “Dilutive Adjustment”) resolution of any securities or other interests convertible into Equity Securities of the Company resulting from any gross-up or true-up payment made in connection with, or that constitutes, any Earn-Out Payment, and (D) if any portion of the Earn-Out Payments are paid disputes pursuant to clause this paragraph (Dc) of Section 7.03(g)(i) shall be shared equally by the WME Member and, if applicable, any Sponsor Members, the WME Member Seller and such Sponsor Members (if any), will be issued Class A Common Units in respect of the amounts so paid thereby pursuant to such clause (D) at a price to be unanimously determined by the Board, which shall in no event be greater than Fair Market ValuePurchaser; provided, provided that if the Board does not unanimously agree on the price per Class A Common Unit, such Class A Common Units will be issued at Fair Market Value, as unanimously determined by the Board; provided, further, Arbitrator determines that if the Board does not unanimously agree on Fair Market Value, such value shall be determined by an investment banking firm of national reputation selected by the WME Member and reasonably acceptable to the SL Member, the KKR Member and the Company, whose expenses shall be borne by the Company. (iii) Solely for purposes of this Section 7.03(g), “Economic Cost”, means, one party has adopted a position or positions with respect to a Class B Member, such Member’s direct the Earn Out Payment Statement or indirect Percentage Interest the calculation of any Company cash or other Company asset the Earn Out Payments that is distributed frivolous or clearly without merit, the Arbitrator may, in its discretion, assign a non-pro rata distribution to fund all or any greater portion of any Earn-Out Payment; provided, that, “Economic Cost” shall not include any diminution in value, lost profits such fee or similar cost not relating expense to the immediate economic effect of the applicable non-pro-rata distributionsuch party.

Earn-Out Payments. (ia) Pursuant to On the Purchase Agreement, the WME Member or the Companyterms and conditions set forth in this Section 2.07, as applicableadditional consideration and purchase price for the purchase of the Shares, are at such times as provided in Section 2.07(d), Buyer shall pay to Seller with respect to each Calculation Period within the obligors Earn-out Period, an amount, if any (each, an “Earn-out Payment”), by which the EBITDA for such Calculation Period exceeds the EBITDA Threshold; provided, that, in respect no event shall Buyer be obligated to pay Seller an aggregate Earn-out Payment in excess of $3,333,334 for any Calculation Period or to pay aggregate Earn-out Payments in excess of $10,000,000 for the Earn-out Period and, provided further, such obligations to make any Earn-out Payment shall be deferred during such time as such payment is prohibited by any existing loan or credit agreement (or amendment or replacement thereof) with a portion bona fide third party lender who is not an Affiliate of Buyer which agreement is binding on Buyer or any of its Affiliates. If the EBITDA for a particular Calculation Period does not exceed the EBITDA Threshold, no Earn-out Payment shall be due for such Calculation Period. (b) Procedures Applicable to Determination of the Earn-Out Payment. Subject out Payments. (i) Not later than thirty (30) calendar days following completion of audited financial statements for the Company and its subsidiaries to Section 7.03(g)(iibe prepared in accordance with GAAP consistently applied with past practices for the Calculation Period (each such date, an “Earn-out Calculation Delivery Date”), the Buyer shall prepare and deliver to Seller a written statement (in each case, an “Earn-Out Payments may be funded out Calculation Statement”) setting forth in any reasonable detail its determination of EBITDA for the applicable Calculation Period (as determined from such audited financial statements) and its calculation of the following manners (or any combination thereof) as determined by unanimous Board approval (provided that if unanimous Board approval is not obtained, the WME Member or the Company, as applicable, shall nevertheless be permitted to comply with their respective obligations to the resulting Earn-Out Recipients under the Purchase Agreement): out Payment (A) for so long as the January Capital Member is a Memberin each case, a special cash distribution by the Company to the January Capital Member in consideration of that portion of the an “Earn-Out Payment due out Calculation”). Buyer shall use commercially reasonably efforts to cause its financial statements to be prepared within 120 days after the January Capital Member, (B) a cash distribution to all Common Members on a pro rata basis to enable the Common Members (other than the Class B Members) to make Earn-Out Payments to the Earn-Out Recipients (provided that all such Common Members shall be required to make such Earn-Out Payment following receipt end of such distribution), (C) a special cash distribution by the Company to the WME Member to fund Earn-Out Payments by the WME Member to the Earn-Out Recipients (provided that the WME Member shall be required to make such Earn-Out Payment following receipt of such distribution), and (D) funding by the WME Member (and to the extent agreed to by the Sponsor Members, the Sponsor Members) for Earn-Out Payments to the Earn-Out Recipientseach Calculation Period. (ii) The Seller shall have thirty (30) calendar days after receipt of the Earn-Out Payments shall be subject out Calculation Statement for each Calculation Period (in each case, the “Review Period”) to review the following rulesEarn-out Calculation Statement and the Earn-out Calculation set forth therein. During the Review Period, Buyer shall: (A) permit Seller and its Representatives reasonable access to such records, work papers and other materials of Buyer and the Company relating to the preparation of each Earn-Out out Calculation Statement as may be reasonably necessary or desirable to permit Seller to review in detail the manner in which each Earn-out Calculation Statement was prepared; and (B) provide Seller and its Representatives, upon at least 24 hours prior advance notice and during normal business hours, with the opportunity to question Buyer’s employees regarding the preparation of the Earn-out Calculation Statement and the calculation of the Earn-out Payment. Prior to the expiration of the Review Period, Seller may object to the Earn-out Calculation set forth in the Earn-out Calculation Statement for the applicable Calculation Period by delivering a written notice of objection (an “Earn-out Calculation Objection Notice”) to Buyer. Any Earn-out Calculation Objection Notice shall specify the items in the applicable Earn-out Calculation disputed by Seller and shall describe in reasonable detail the basis for such objection, as well as the amount in dispute. If Seller fails to deliver an Earn-out Calculation Objection Notice to Buyer prior to the expiration of the Review Period, then the Earn-out Calculation set forth in the Earn-out Calculation Statement shall be final and binding on the parties hereto. If Seller timely delivers an Earn-out Calculation Objection Notice, Buyer and Seller shall negotiate in good faith to resolve the disputed items and agree upon the resulting amount of the EBITDA and the Earn-out Payment for the applicable Calculation Period. If Buyer and Seller are unable to reach agreement within 30 calendar days after such an Earn-out Calculation Objection Notice has been given, all unresolved disputed items shall be promptly referred to the Settlement Accountants. The Settlement Accountants shall be directed to render a written report on the unresolved disputed items with respect to the applicable Earn-out Calculation as promptly as practicable, but in no event greater than 30 calendar days after such submission to the Settlement Accountants, and to resolve only those unresolved disputed items set forth in the Earn-out Calculation Objection Notice. If unresolved disputed items are submitted to the Settlement Accountants, Buyer and Seller shall each furnish to the Settlement Accountants such work papers, schedules and other documents and information relating to the unresolved disputed items as the Settlement Accountants may reasonably request. The Settlement Accountants shall resolve the disputed items based solely on the applicable definitions and other terms in this Agreement and the presentations by Buyer and Seller, and not by independent review. The resolution of the dispute and the calculation of EBITDA and the Earn-out Payment that is the subject of the applicable Earn-out Calculation Objection Notice by the Settlement Accountants shall be final and binding on the parties hereto. The fees and expenses of the Settlement Accountants shall be apportioned between Buyer and Seller based upon the dollar amount in dispute and inversely related to the relative recovery, as determined by the Settlement Accountants, in the same manner as provided in Section 2.04(c). (c) Buyer’s obligation to pay each of the Earn-out Payments to Seller in accordance with Section 2.07(a) is an independent obligation of Buyer and is not otherwise conditioned or contingent upon the January Capital Member willsatisfaction of any conditions precedent to any preceding or subsequent Earn-out Payment, and the obligation to pay an Earn-out Payment to Seller shall not obligate Buyer to pay any preceding or subsequent Earn-out Payment. For the avoidance of doubt and by way of example, if the conditions precedent to the extent permitted payment of the Earn-out Payment for the first Calculation Period are not satisfied, but the conditions precedent to the payment of the Earn-out Payment for the second Calculation Period are satisfied, then Buyer would be obligated to pay such Earn-out Payment for the second Calculation Period for which the corresponding conditions precedent have been satisfied, and not the Earn-out Payment for the first Calculation Period. (d) Any Earn-out Payment that Buyer is required to pay pursuant to Section 2.07(a) hereof shall be paid in full no later than ten (10) days following the date upon which the determination of EBITDA and the Earn-out Payment for the applicable Calculation Period becomes final and binding upon the parties as provided in Section 2.07(b)(ii) (including any final resolution of any dispute raised by Seller in an Earn-out Calculation Objection Notice). Buyer shall pay to Seller the applicable Earn-out Payment in cash by wire transfer of immediately available funds to a bank account designated writing by Seller. Such amount shall bear interest at a rate equal to 8% per annum from the date that Earn-out Payment is due to be paid under this Section 2.07 to, but excluding, the date of payment. Such interest shall be calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding. (e) Subject to the terms of any indebtedness and Senior Equity this Agreement, subsequent to the Closing, Buyer shall have sole discretion with regard to all matters relating to the operation of the Company and its Subsidiaries and Annex A, and shall have no obligation to the extent the WME Directors reasonably determine (after meaningful consultation with the full Board) that doing so would not have an adverse impact on the Company or its Subsidiaries, for so long as the January Capital Member is a Member, be distributed by operate the Company to the January Capital Member (subject, in each case, to clause (B) below) (provided that, achieve any Earn-out Payment. Buyer shall not take any actions solely or primarily for purposes of clarification, the January Capital Member shall not lose avoiding or waive its right to receive unpaid Earn-Out Payments solely because it ceases to be a Member; provided further that, if the Company is prohibited under the terms of any indebtedness or Senior Equity of the Company or its Subsidiaries or Annex A, or the Board otherwise determines that doing so would have an adverse impact on the Company or its Subsidiaries, and accordingly does not distribute Earn-Out Payments to the January Capital Member in accordance with this clause (A), then the January Capital Member shall have the right, but not the obligation, to elect in writing to defer the payment of such Earn-Out Payment for a period of up to 24 months (the “Outside Earn-Out Payment Date”); provided further that the deferred Earn-Out Payment will be made to the January Capital Member on the earliest to occur of (A) the date on which the deferred Earn-Out Payment may be made by the Company in accordance with, and subject to the terms and conditions of, this clause (A), (2) the date specified in writing by the January Capital Member (provided the January Capital Member provides written notice to the WME Member at least 60 days prior to the date on which the January Capital Member would like to receive the deferred Earn-Out Payment if such date is prior to the Outside Earn-Out Payment Date) and (3) the Outside Earn-Out Payment Date, (B) the Class B Members shall be grossed up so that they do not bear the effect of any Dilutive Adjustment (as defined below) or the Economic Cost of reducing any Earn-Out Payments out Payment. (f) The parties hereto understand and agree that are funded (i) the contingent rights to receive any Earn-out Payment shall not be represented by distributions by any form of certificate or other instrument, and do not constitute an equity or ownership interest in Buyer or the Company, (Cii) the Class B Members Seller shall not bear have any dilution arising from (x) the issuance rights as a security holder of any Units that are issued in connection with the Earn-Out Payments Buyer or (y) any adjustment to the exercise price (a “Dilutive Adjustment”) of any securities or other interests convertible into Equity Securities of the Company resulting from any gross-up or true-up payment made in connection with, or that constitutes, as a result of Seller’s contingent right to receive any Earn-Out Paymentout Payment hereunder, and (D) if any portion of the Earn-Out Payments are paid pursuant to clause (D) of Section 7.03(g)(i) by the WME Member and, if applicable, any Sponsor Members, the WME Member and such Sponsor Members (if any), will be issued Class A Common Units in respect of the amounts so paid thereby pursuant to such clause (D) at a price to be unanimously determined by the Board, which shall in no event be greater than Fair Market Value; provided, that if the Board does not unanimously agree on the price per Class A Common Unit, such Class A Common Units will be issued at Fair Market Value, as unanimously determined by the Board; provided, further, that if the Board does not unanimously agree on Fair Market Value, such value shall be determined by an investment banking firm of national reputation selected by the WME Member and reasonably acceptable to the SL Member, the KKR Member and the Company, whose expenses shall be borne by the Company. (iii) Solely for purposes of this Section 7.03(g), “Economic Cost”, means, no interest is payable with respect to a Class B Member, such Member’s direct or indirect Percentage Interest of any Company cash or other Company asset that is distributed in a non-pro rata distribution to fund all or any portion of any Earn-Out out Payment; provided, that, “Economic Cost” shall not include any diminution in value, lost profits or similar cost not relating except as provided pursuant to the immediate economic effect of the applicable non-pro-rata distributionSection 2.07.

Earn-Out Payments. (i) Pursuant Buyer shall pay to Seller an earn-out payment equal four and one-half percent (4.5%) of Gross Written Premium during each Earn-Out Period (each such additional payment, an “Earn-out Payment”, and collectively, the “Earn-Out Payments”). Within 90 days after the end of each Earn-Out Period, Buyer shall deliver to Seller a report in reasonable detail setting forth its good faith calculation of the Gross Written Premium for each such Earn-Out Period (each, an “Earn-Out Statement”). Any disputes arising from such calculation by Buyer will be resolved in accordance with the same dispute resolution procedures that apply to resolution of disputes with respect to the Purchase AgreementClosing Statement set forth in Sections 1.2(b)(iii) and (iv), mutatis mutandis. (ii) For purposes of complying with the WME Member or terms set forth in this Section 1.2(c), each party shall cooperate with and make available to the Companyother party and its representatives all information, records, data and working papers and shall permit access to its facilities and personnel, as applicable, are may be reasonably required in connection with the obligors in respect of a portion preparation and analysis of the Earn-Out Statement and the resolution of any disputes under the applicable Earn-Out Statement. (iii) Buyer will pay the applicable Earn-Out Payment. Subject , if any, within 10 Business Days after the parties’ final determination of the Gross Written Premium pursuant to Section 7.03(g)(ii), 1.2(c)(i) by wire transfer of immediately available funds to an account designated by Seller. Payment of any of the Earn-Out Payments may will be funded in any of the following manners (or any combination thereof) treated as determined by unanimous Board approval (provided that if unanimous Board approval is not obtained, the WME Member or the Company, as applicable, shall nevertheless be permitted to comply with their respective obligations an adjustment to the Earn-Out Recipients under the Purchase Agreement): (A) for so long as the January Capital Member is a Member, a special cash distribution by the Company to the January Capital Member in consideration of that portion of the Earn-Out Payment due to the January Capital Member, (B) a cash distribution to all Common Members on a pro rata basis to enable the Common Members (other than the Class B Members) to make Earn-Out Payments to the Earn-Out Recipients (provided that all such Common Members shall be required to make such Earn-Out Payment following receipt of such distribution), (C) a special cash distribution by the Company to the WME Member to fund Earn-Out Payments by the WME Member to the Earn-Out Recipients (provided that the WME Member shall be required to make such Earn-Out Payment following receipt of such distribution), and (D) funding by the WME Member (and to the extent agreed to by the Sponsor Members, the Sponsor Members) for Earn-Out Payments to the Earn-Out RecipientsPrice. (iiiv) The Earn-Out Payments shall be subject Notwithstanding the foregoing, Buyer may offset up to $2 million in the following rules: (A) Earn-Out Payments to aggregate of the January Capital Member will, to the extent permitted under the terms amount of any indebtedness and Senior Equity of the Company and its Subsidiaries and Annex A, and to the extent the WME Directors reasonably determine (after meaningful consultation with the full Board) that doing so would not have an adverse impact on the Company or its Subsidiaries, for so long as the January Capital Member is a Member, be distributed by the Company to the January Capital Member (subject, in each case, to clause (B) below) (provided that, for purposes of clarification, the January Capital Member shall not lose or waive its right to receive unpaid Earn-Out Payments solely because it ceases to be a Member; provided further that, if the Company is prohibited under the terms of any indebtedness or Senior Equity of the Company or its Subsidiaries or Annex A, or the Board otherwise determines that doing so would have an adverse impact on the Company or its Subsidiaries, and accordingly does not distribute Earn-Out Payments to the January Capital Member in accordance with this clause (A), then the January Capital Member shall have the right, but not the obligation, to elect in writing to defer the payment of such Earn-Out Payment for a period of up to 24 months (the “Outside Earn-Out Payment Date”); provided further that the deferred Earn-Out Payment will be made to the January Capital Member on the earliest to occur of (A) the date on which the deferred Earn-Out Payment may be made by the Company in accordance with, and subject to the terms and conditions of, this clause (A), (2) the date specified in writing by the January Capital Member (provided the January Capital Member provides written notice to the WME Member at least 60 days prior to the date on which the January Capital Member would like to receive the deferred Earn-Out Payment if such date is prior to the Outside Earn-Out Payment Date) and (3) the Outside Earn-Out Payment Date, (B) the Class B Members shall be grossed up so that they do not bear the effect of any Dilutive Adjustment Reserves Increase (as defined belowin Section 4.11) or against the Economic Cost amount of any Earn-Out Payments that are funded by distributions by owed to Seller pursuant to this Section 1.2(c). Buyer’s right to offset the Company, (C) the Class B Members shall not bear any dilution arising from (x) the issuance amount of any Units that are issued Reserves Increase pursuant to this Section 1.2(c) shall be in connection with addition to Buyer’s right to recover the Earn-Out Payments or (y) any adjustment to the exercise price (a “Dilutive Adjustment”) amount of any securities or other interests convertible into Equity Securities of the Company resulting from any gross-up or true-up payment made in connection with, or that constitutes, any Earn-Out Payment, and (D) if any portion of the Earn-Out Payments are paid Reserves Increase pursuant to clause (D) of Section 7.03(g)(i) by the WME Member and, if applicable, any Sponsor Members, the WME Member and such Sponsor Members (if any), will be issued Class A Common Units in respect of the amounts so paid thereby pursuant to such clause (D) at a price to be unanimously determined by the Board, which shall in no event be greater than Fair Market Value4.11; provided, that if Buyer shall not be able to seek recovery for the Board does not unanimously agree on the price per Class A Common Unit, such Class A Common Units will be issued at Fair Market Value, as unanimously determined by the Board; provided, further, that if the Board does not unanimously agree on Fair Market Value, such value shall be determined by an investment banking firm amount of national reputation selected by the WME Member and reasonably acceptable any Reserves Increase to the SL Member, the KKR Member extent it has recovered such amount under Section 4.11 and the Company, whose expenses shall be borne by the Companyvice versa. (iii) Solely for purposes of this Section 7.03(g), “Economic Cost”, means, with respect to a Class B Member, such Member’s direct or indirect Percentage Interest of any Company cash or other Company asset that is distributed in a non-pro rata distribution to fund all or any portion of any Earn-Out Payment; provided, that, “Economic Cost” shall not include any diminution in value, lost profits or similar cost not relating to the immediate economic effect of the applicable non-pro-rata distribution.

Earn-Out Payments. (ia) Pursuant In addition to the Purchase Agreementpayments to be made pursuant to Section 2.01(a), Section 2.02(a) and Section 2.03(a) hereof, Parent shall pay, or cause to be paid, at such time as described in Section 2.04(b) below, to the Equityholders’ Representative in accordance with the provisions of Section 2.01(a) and Schedule 2.01(d), as revised, the WME Member or the Company, as applicable, are the obligors in respect of a portion of the Earn-Out Payment. Subject to Section 7.03(g)(ii), the Earn-required Earn Out Payments may be funded in any of with respect to each Earn Out Year during the following manners Earn Out Payment Period (or any combination thereof) as determined by unanimous Board approval (hereinafter defined); provided that if unanimous Board approval is not obtained, Parent’s obligation to make Earn Out Payments during the WME Member or the Company, as applicable, shall nevertheless be permitted to comply with their respective obligations to the Earn-Out Recipients under the Purchase Agreement): (A) for so long as the January Capital Member is a Member, a special cash distribution by the Company to the January Capital Member in consideration of that portion of the Earn-Earn Out Payment due to the January Capital MemberPeriod as contemplated by this Section 2.04 shall commence for, (B) a cash distribution to all Common Members on a pro rata basis to enable the Common Members (other than the Class B Members) and Parent shall not be obligated to make Earn-any Earn Out Payments to for any period prior to, such Earn Out Year in which the Earn-sum of Net Sales for such Earn Out Recipients (provided that Year and Net Sales for all such Common Members previously completed Earn Out Years shall be required equal to make such Earn-Out Payment following receipt or in excess of such distribution)$50,000,000. For the avoidance of doubt, (C) a special cash distribution by the Company to the WME Member to fund Earn-Out Payments by the WME Member to the Earn-Out Recipients (provided that the WME Member shall be required to make such Earn-Out Payment following receipt of such distribution), and (D) funding by the WME Member (and to the extent agreed to by the Sponsor Members, the Sponsor Members) for Earn-Out Payments to the Earn-Out Recipients. (ii) The Earn-Earn Out Payments shall be subject made in respect of each dollar of Net Sales above the foregoing $50,000,000 threshold amount. Any overdue Earn Out Payments from Parent to the Equityholders shall accrue interest at the annual rate of LIBOR plus one percent (1%). (b) Within forty-five (45) days from the end of the applicable Earn Out Year, Parent shall provide to the Equityholders’ Representative a statement (the “Annual Statement”), substantially in the form to be mutually agreed to by Parent and the Company on or prior to Closing, showing Parent’s calculation of the Earn Out Payment, if any, payable with respect to such Earn Out Year. Parent shall pay to the Equityholders’ Representative within ninety (90) days following rules: (A) Earn-the end the applicable Earn Out Year the required aggregate Earn Out Payments for such Earn Out Year pursuant to the January Capital Member will, to the extent permitted under the terms of any indebtedness and Senior Equity wire instructions of the Company and its Subsidiaries and Annex A, and to Equityholders’ Representative. (c) If the extent the WME Directors reasonably determine (after meaningful consultation with the full Board) that doing so would not have an adverse impact on the Company or its Subsidiaries, for so long as the January Capital Member is a Member, be distributed by the Company to the January Capital Member (subject, in each case, to clause (B) below) (provided that, for purposes of clarification, the January Capital Member shall not lose or waive its right to receive unpaid Earn-Out Payments solely because it ceases to be a Member; provided further that, if the Company is prohibited under the terms of any indebtedness or Senior Equity of the Company or its Subsidiaries or Annex A, or the Board otherwise determines that doing so would have an adverse impact on the Company or its Subsidiaries, and accordingly Equityholders’ Representative does not distribute Earn-Out Payments provide a Dispute Notice (as hereinafter defined) to the January Capital Member in accordance with this clause Parent within forty five (A)45) days after receipt of an Annual Statement, then the January Capital Member Equityholders shall be deemed to have accepted the rightAnnual Statement. (d) If, but not within forty five (45) days after receipt of an Annual Statement, the obligation, to elect Equityholders’ Representative notifies Parent in writing to defer the payment of such Earn-Out Payment for a period of up to 24 months (the “Outside Earn-Out Payment Date”); provided further that the deferred Earn-Out Payment will be made to the January Capital Member on the earliest to occur of (A) the date on which the deferred Earn-Out Payment may be made by the Company in accordance with, and subject to the terms and conditions of, this clause (A), (2) the date specified in writing by the January Capital Member (provided the January Capital Member provides written notice to the WME Member at least 60 days prior to the date on which the January Capital Member would like to receive the deferred Earn-Out Payment if such date is prior to the Outside Earn-Out Payment Date) and (3) the Outside Earn-Out Payment Date, (B) the Class B Members shall be grossed up so that they do not bear the effect of any Dilutive Adjustment (as defined below) or the Economic Cost of any Earn-Out Payments that are funded by distributions by the Company, (C) the Class B Members shall not bear any dilution arising from (x) the issuance of any Units that are issued in connection with the Earn-Out Payments or (y) any adjustment to the exercise price (a “Dilutive AdjustmentDispute Notice”) of any securities or other interests convertible into Equity Securities that such person disputes the calculation of the Company resulting from any gross-up or true-up payment made Earn Out Payment reflected therein, which Dispute Notice shall state the nature of the dispute in connection with, or that constitutes, any Earn-Out Paymentreasonable detail and identify the items and amounts in dispute, and if Parent and the Equityholders’ Representative are unable within thirty (D30) if days after receipt by Parent of a Dispute Notice to resolve any portion disputes, the Equityholders’ Representative and Parent shall submit the items remaining in dispute for resolution to the Independent Accounting Firm (as hereinafter defined), which shall, within ninety (90) days after such submission, determine and report to Parent and the Equityholders’ Representative upon such remaining disputed items, and such report shall be final, binding and conclusive on Parent and the Equityholders. In the event Parent or the Surviving Corporation are required to make additional Earn Out Payments based on the final determination of the Earn-Out Payments are paid Independent Accounting Firm, then such payments shall be made within thirty (30) days following the date of such determination. The fees and disbursements of the Independent Accounting Firm and the Equityholders’ Representative (with respect to any investigation or audit pursuant to clause (Dthis Section 2.04) of Section 7.03(g)(i) shall be paid by the WME Member and, if applicable, any Sponsor Members, the WME Member and such Sponsor Members (if any), will be issued Class A Common Units in respect of the amounts so paid thereby pursuant to such clause (D) at a price to be unanimously determined by the Board, which shall in no event be greater than Fair Market Value; provided, Equityholders’ Representative provided that if the Board does not unanimously agree on the price per Class A Common Unit, such Class A Common Units will be issued at Fair Market Value, as unanimously determined by the Board; provided, further, that if the Board does not unanimously agree on Fair Market Value, such value shall be determined by an investment banking firm of national reputation selected by the WME Member and reasonably acceptable to the SL Member, the KKR Member and the Company, whose expenses shall be borne by the Company. (iii) Solely for purposes of this Section 7.03(g), “Economic Cost”, meansif, with respect to a Class B MemberDispute Notice, the Independent Accounting Firm determines that Parent underpaid the applicable Earn Out Payment for such Member’s direct applicable Earn Out Year by at least ten (10%) percent, then such fees and disbursements shall be paid by Parent. (e) In accordance with this Section 2.04, Parent and the Surviving Corporation and their respective affiliates shall keep complete and accurate records (specifically including originals or indirect Percentage Interest copies of any Company cash or other Company asset that is distributed documents supporting entries in a non-pro rata distribution to fund all or any portion the books of any Earn-Out Payment; provided, that, “Economic Cost” shall not include any diminution in value, lost profits or similar cost not relating account) pertaining to the immediate economic effect sale of the Earn Out Product and covering all transactions from which Net Sales are derived for a period of one (1) calendar year after the completion of the Earn Out Year in which such sales occurred and in reasonably sufficient detail to permit the Equityholders’ Representative to confirm the accuracy of the Earn Out Payment calculations hereunder. (f) During the Earn Out Period and for six (6) months thereafter, at the reasonable request of the Equityholders’ Representative, Parent shall, upon reasonable notice from the Equityholders’ Representative, provide the Equityholders’ Representative and the Independent Accounting Firm reasonable access at reasonable times to the books and records of the Surviving Corporation and, to the extent applicable, Parent and its affiliates that are reasonably related to Net Sales, to confirm the amount of Net Sales and accuracy of the applicable non-pro-rata distributionAnnual Statement related thereto, for any period and to investigate the basis for any dispute provided for in Section 2.04(d), and Parent shall cooperate, and cause its affiliates and the Surviving Corporation to cooperate, with the Equityholders’ Representative’s accountants, to the extent reasonably required by the Equityholders’ Representative and the Independent Accounting Firm to confirm the amount of Net Sales for any period and to investigate the basis for any dispute provided for in Section 2.04(d). (g) The following terms shall have the meanings set forth below:

Earn-Out Payments. (ia) Pursuant GBB covenants and agrees to pay to The Xxxxxxx Xxxxxxx Trust, to those other Participating Shareholders employed by the Matsco Operating Unit throughout the prior Fiscal Year and such other Participating Shareholders whose non-employment is due to death, disability or involuntary termination other than for "cause," as "cause" is defined in the Employment Agreements, and The Xxxxxxx Xxxxxxx Trust and such Participating Shareholders shall have a right to receive from GBB, with respect to each Fiscal Year in which the Matsco Operating Unit shall have an EBT equal to or greater than the Earn-Out Targets (or a portion thereof) as set forth on Exhibit B hereto, payments in amounts and in proportion to the Purchase Agreement, respective Conversion Share Equivalent and Earn Out Percentage as set forth on Exhibit A or such portion of the WME Member Earn-Out Payment as is set forth on Exhibit B if the Matsco Operating Unit shall have an EBT equal to or the Company, as applicable, are the obligors in respect of greater than a portion of the Earn-Out Payment. Subject Target for a given Fiscal Year (each such payment is referred to Section 7.03(g)(ii), the herein as an "Earn-Out Payments may be funded in any of Payment" and all such payments are collectively referred to herein as the following manners (or any combination thereof) as determined by unanimous Board approval (provided that if unanimous Board approval is not obtained, the WME Member or the Company, as applicable, shall nevertheless be permitted to comply with their respective obligations to the "Earn-Out Recipients under Payments"). Each Earn-Out Payment shall, subject to Section 2.7, be made fifty percent (50%) in cash (less any cash to be paid first to Xxxxxxxx as provided below) and the Purchase Agreement): remainder (Aor as close an amount as possible) for so long as in the January Capital Member is a Member, a special cash distribution by the Company number of whole (non-fractional) shares of GBB Common Stock equivalent to the January Capital Member in consideration of that portion amount of the Earn-Out Payment due to be paid in GBB Common Stock divided by the January Capital Member, (B) a cash distribution to all average closing price for GBB Common Members Stock as reported on a pro rata basis to enable The Nasdaq Stock Market for the Common Members (other than the Class B Members) to make Earn-Out Payments to the Earn-Out Recipients (provided that all such Common Members shall be required to make Fiscal Year for which such Earn-Out Payment following receipt is calculated, but only after Xxxxxxxx shall first be paid in cash only by GBB up to sixty percent (60%) of such distribution), (C) a special cash distribution by the Company to the WME Member to fund Earn-Out Payments by the WME Member to the Earn-Out Recipients (provided that the WME Member shall be required to make such any Earn-Out Payment following receipt and up to sixty percent (60%) of such distribution)any release of any of the Holdback Funds, as provided in Section 2.4 below, until Xxxxxxxx shall have received the aggregate amount of $600,000 in addition to the amounts provided in Section 2.2 in lieu of accrued and unpaid dividends on the Series C Preferred owned by Xxxxxxxx. The payment of a portion of the Initial Payment, as set forth in Section 2.2, and (D) funding the granting of the right to receive payments in accordance with this Section 2.3, shall constitute full consideration delivered to Xxxxxxxx, The Xxxxxxx Xxxxxxx Trust and the Participating Shareholders in exchange for the Matsco Stock held by the WME Member (and to the extent agreed to by the Sponsor Members, the Sponsor Members) for Earn-Out Payments to the Earn-Out Recipients. (ii) such Matsco Shareholders. The Earn-Out Payments shall be subject made in accordance with the terms of this Section 2.3; provided if any additional amounts are determined by GBB in good faith and in its commercially reasonable discretion to be required for the following rules: (A) resolution of any Material Contingencies in excess of the amounts available pursuant to Section 2.4 and Article 15, Earn-Out Payments need not be made in full, but instead such additional amounts as may be required from time to time may be added by GBB to the January Capital Member will, to the extent permitted under the terms of Holdback Funds as provided in Section 2.4 and any indebtedness and Senior Equity of the Company and its Subsidiaries and Annex A, and to the extent the WME Directors reasonably determine (after meaningful consultation with the full Board) that doing so would not have an adverse impact on the Company or its Subsidiaries, for so long as the January Capital Member is a Member, be distributed by the Company to the January Capital Member (subject, in each case, to clause (B) below) (provided that, for purposes of clarification, the January Capital Member shall not lose or waive its right to receive unpaid Earn-Out Payments solely because it ceases to be a Member; provided further that, if the Company is prohibited under the terms of any indebtedness or Senior Equity of the Company or its Subsidiaries or Annex A, or the Board otherwise determines that doing so would have an adverse impact on the Company or its Subsidiaries, and accordingly does not distribute Earn-Out Payments to the January Capital Member in accordance with this clause (A), then the January Capital Member shall have the right, but not the obligation, to elect in writing to defer the payment of such Earn-Out Payment for a period of up to 24 months (the “Outside Earn-Out Payment Date”); provided further that the deferred Earn-Out Payment will be made to the January Capital Member on the earliest to occur of (A) the date on which the deferred Earn-Out Payment may be made by the Company in accordance with, and subject to the terms and conditions of, this clause (A), (2) the date specified in writing by the January Capital Member (provided the January Capital Member provides written notice to the WME Member at least 60 days prior to the date on which the January Capital Member would like to receive the deferred Earn-Out Payment if such date is prior to the Outside Earn-Out Payment Date) and (3) the Outside Earn-Out Payment Date, (B) the Class B Members shall be grossed up so that they do not bear the effect of any Dilutive Adjustment (as defined below) or the Economic Cost of any Earn-Out Payments that are funded by distributions by the Company, (C) the Class B Members shall not bear any dilution arising from (x) the issuance of any Units that are issued in connection with the Earn-Out Payments or (y) any adjustment to the exercise price (a “Dilutive Adjustment”) of any securities or other interests convertible into Equity Securities of the Company resulting from any gross-up or true-up payment made in connection with, or that constitutes, any Earn-Out Payment, and (D) if any portion balance of the Earn-Out Payments are shall then be paid pursuant to clause (D) of Section 7.03(g)(i) by the WME Member and, if applicable, any Sponsor Members, the WME Member and such Sponsor Members (if any), will be issued Class A Common Units in respect of the amounts so paid thereby pursuant to such clause (D) at a price to be unanimously determined by the Board, which shall in no event be greater than Fair Market Value; provided, that if the Board does not unanimously agree on the price per Class A Common Unit, such Class A Common Units will be issued at Fair Market Value, as unanimously determined by the Board; provided, further, that if the Board does not unanimously agree on Fair Market Value, such value shall be determined by an investment banking firm of national reputation selected by the WME Member and reasonably acceptable to the SL Member, the KKR Member and the Company, whose expenses shall be borne by the Companyprovided herein. (iii) Solely for purposes of this Section 7.03(g), “Economic Cost”, means, with respect to a Class B Member, such Member’s direct or indirect Percentage Interest of any Company cash or other Company asset that is distributed in a non-pro rata distribution to fund all or any portion of any Earn-Out Payment; provided, that, “Economic Cost” shall not include any diminution in value, lost profits or similar cost not relating to the immediate economic effect of the applicable non-pro-rata distribution.

Earn-Out Payments. Subject to Section 9.6: (i) Pursuant to On the Purchase Agreementlater of May 15, the WME Member 2015 or the Company, as applicable, are date on which the obligors in respect of a portion of the Final Earn-Out Payment. Subject Statement for 2014 becomes available, Buyer shall pay or cause to Section 7.03(g)(ii), be paid to Sellers the 2014 Earn-Out Payments may be funded Amount (as defined in any of the following manners (or any combination thereof) as determined by unanimous Board approval (provided that if unanimous Board approval is not obtained, the WME Member or the Company, as applicable, shall nevertheless be permitted to comply with their respective obligations to the Earn-Out Recipients under the Purchase Agreement): (A) for so long as the January Capital Member is a Member, a special cash distribution by the Company to the January Capital Member in consideration of that portion of the Earn-Out Payment due to the January Capital Member, (B) a cash distribution to all Common Members on a pro rata basis to enable the Common Members (other than the Class B Members) to make Earn-Out Payments to the Earn-Out Recipients (provided that all such Common Members shall be required to make such Earn-Out Payment following receipt of such distributionSchedule 2.4), (C) a special cash distribution by the Company to the WME Member to fund Earn-Out Payments by the WME Member to the Earn-Out Recipients (provided that the WME Member shall be required to make such Earn-Out Payment following receipt of such distribution), and (D) funding by the WME Member (and to the extent agreed to by the Sponsor Members, the Sponsor Members) for Earn-Out Payments to the Earn-Out Recipientsif any. (ii) The On the later of May 15, 2016 or the date on which the Final Earn-Out Payments Statement for 2015 becomes available, Buyer shall pay or cause to be subject paid to Sellers the following rules: 2015 Earn-Out Amount (as defined in Schedule 2.4), if any. (iii) On the later of May 15, 2017 or the date on which the Final Earn-Out Statement for 2016 becomes available, Buyer shall pay or cause to be paid to Sellers the 2016 Earn-Out Amount (as defined in Schedule 2.4), if any. (iv) With respect to each Earn-Out Payment, if any, Buyer shall pay or cause to be paid to Sellers (A) Earn-Out Payments cash in an amount equal to the January Capital Member will, to the extent permitted under the terms of any indebtedness and Senior Equity of the Company and its Subsidiaries and Annex A, and to the extent the WME Directors reasonably determine (after meaningful consultation with the full Board) that doing so would not have an adverse impact on the Company or its Subsidiaries, for so long as the January Capital Member is a Member, be distributed by the Company to the January Capital Member (subject, in each case, to clause (B) below) (provided that, for purposes of clarification, the January Capital Member shall not lose or waive its right to receive unpaid Earn-Out Payments solely because it ceases to be a Member; provided further that, if the Company is prohibited under the terms of any indebtedness or Senior Equity of the Company or its Subsidiaries or Annex A, or the Board otherwise determines that doing so would have an adverse impact on the Company or its Subsidiaries, and accordingly does not distribute Earn-Out Payments to the January Capital Member in accordance with this clause (A), then the January Capital Member shall have the right, but not the obligation, to elect in writing to defer the payment 50% of such Earn-Out Payment for a period of up to 24 months (the “Outside Earn-Out Payment DateCash Consideration”), plus (B) such number of validly issued, fully paid and non-assessable shares of Issuer Common Stock equal to the quotient of (1) 50% of the applicable Earn-Out Payment, divided by (2) the Closing Stock Price (the “Earn-Out Stock Consideration” and (x) together with the Earn-Out Cash Consideration, the “Earn-Out Consideration” and (y) together with the Closing Stock Consideration and the Additional Stock Consideration, the “Stock Consideration”); provided further that (I) any Seller may make an Election to increase the deferred proportion of the Earn-Out Payment will be made Stock Consideration payable to the January Capital Member on the earliest to occur of (A) the date on which the deferred Earn-Out Payment may be made by the Company such Seller in accordance with, and subject to the terms and conditions of, this clause (A), (2) the date specified in writing by the January Capital Member (provided the January Capital Member provides written notice to the WME Member at least 60 days prior to the date on which the January Capital Member would like to receive the deferred Earn-Out Payment if such date is prior to the Outside Earn-Out Payment Date) and (3) the Outside Earn-Out Payment Date, (B) the Class B Members shall be grossed up so that they do not bear the effect of any Dilutive Adjustment (as defined below) or the Economic Cost respect of any Earn-Out Payments that are funded by distributions by Payment up to 100% of the Company, amount of such Earn-Out Payment and (CII) the Class B Members shall not bear any dilution arising from (x) the issuance of any Units that are issued in connection with the Earn-Out Payments or (y) any adjustment to the exercise price (a “Dilutive Adjustment”) of any securities or other interests convertible into Equity Securities of the Company resulting from any gross-up or true-up payment made in connection with, or that constitutes, any Earn-Out Payment, and (D) if any portion of the Earn-Out Payments are paid pursuant to clause (D) of Section 7.03(g)(i) by the WME Member and, if applicable, any Sponsor Members, the WME Member and such Sponsor Members (if any), will be issued Class A Common Units in respect of the amounts so paid thereby pursuant to such clause (D) at a price to be unanimously determined by the Board, which Cash Consideration shall in no event be greater than Fair Market Value; provided, that if exceed 50% of the Board does not unanimously agree on the price per Class A Common Unit, such Class A Common Units will be issued at Fair Market Value, as unanimously determined by the Board; provided, further, that if the Board does not unanimously agree on Fair Market Value, such value shall be determined by an investment banking firm of national reputation selected by the WME Member and reasonably acceptable to the SL Member, the KKR Member and the Company, whose expenses shall be borne by the Company. (iii) Solely for purposes of this Section 7.03(g), “Economic Cost”, means, with respect to a Class B Member, such Member’s direct or indirect Percentage Interest of any Company cash or other Company asset that is distributed in a non-pro rata distribution to fund all or any portion amount of any Earn-Out Payment; provided, that, “Economic Cost” shall not include any diminution . Notwithstanding anything in value, lost profits or similar cost not relating this Agreement to the immediate economic effect of contrary, no Earn-Out Payment shall exceed the applicable nonEarn-pro-rata distributionOut Cap (as defined in Schedule 2.4).