Common use of Earn-Out Payments Clause in Contracts

Earn-Out Payments. (a) Subject to the terms and conditions of this Agreement, OAOT shall make additional cash payments to the Shareholders (the "Earn-Out Payments") in amounts equal to ten percent (10%) of OAOT's Pre-Tax Profit (defined below) in excess, if any, of $2,000,000 (the "Threshold," as adjusted as provided in the following sentence), for the three years ended December 31, 1999, 2000 and 2001 (collectively, the "Earn-Out Period"); provided, however, that the total of all Earn-Out Payments payable for the Earn-Out Period shall not exceed an aggregate of $5,000,000; and provided, further, that no Earn-Out Payment shall be payable if (i) any Shareholder is then in breach in any material respect of any representation, warranty, covenant or agreement contained herein or (ii) any write-down of OAOT's investment in the Company is required in accordance with Statement of Financial Accounting Standards No. 121. The Threshold shall be increased in each year of the Earn-Out Period to which the Earn-Out Payment relates by the ratio obtained by dividing (A) the total shares of common stock of OAOT ("OAOT Common Stock") issued and outstanding at the end of the year to which such Earn-Out Payment relates by (B) the total shares of OAOT Common Stock issued and outstanding as of June 30, 1998; provided that such amount outstanding as of June 30, 1998 shall be deemed to include (y) all shares, if any, issued or to be issued in connection with OAOT's proposed acquisition of Enterprise Technology Group and (z) all shares of OAOT Common Stock issuable upon the exercise of vested and unexercised stock options outstanding as of June 30, 1998. (b) As used in this Section 2.8, "Pre-Tax Profit" means income determined in accordance with GAAP applied on a consistent basis without taking into account any of the following items: (i) any adjustments for Earn-Out Payments; (ii) deductions or accruals for any federal, state, local or foreign income Taxes; (iii) net operating loss carryforwards or carrybacks; (iv) any change in GAAP in comparison to those in effect at the Closing Time; and (v) any items that would be considered extraordinary items under GAAP; provided, however, that if the business of OAOT as presently conducted is operated during any portion of the Earn-Out Period as a division of a corporation or other business entity other than OAOT, the determination of the Pre-Tax Profit shall include such adjustments as are deemed appropriate so that the Pre-Tax Profit would be as close as possible to the Pre-Tax Profit that would have existed if OAOT were operated as a separate corporation during that portion of the Earn-Out Period at issue.

Earn-Out Payments. (a) Subject to As additional Purchase Price consideration for the terms and conditions of this AgreementPurchased Interests, OAOT shall make additional cash payments to if the Shareholders (the "“Earn-Out Payments"Categories” set forth on Schedule B are satisfied under the methodologies set forth on Schedule B, then Buyer shall pay to the Members (in accordance with their Percentage Interests) up to Three Million Dollars ($3,000,000), as calculated on Schedule B, which Buyer will pay, or cause to be paid, in Buyer’s sole option: (A) in amounts equal to ten percent cash, or (10%B) a minimum of OAOT's Pre-Tax Profit 25% in cash and the remainder in shares of Buyer Stock (defined below) in excess, if any, using a price per share of $2,000,000 3.75 per share) (the "Threshold," as adjusted as provided in the following sentence), for the three years ended December 31, 1999, 2000 and 2001 (collectivelysuch shares, the "“Earn-Out Period"Buyer Stock”); , provided, however, that (A) Buyer shall pay 11.066% of the total of all cash Earn-Out Payments payable for due to the Earn-Out Period shall not exceed an aggregate of $5,000,000; and provided, further, that no Earn-Out Payment shall be payable if Members in cash to Xxxx Xxxxx (i) any Shareholder is then in breach in any material respect of any representation, warranty, covenant or agreement contained herein or (ii) any write-down of OAOT's investment in the Company is required in accordance with Statement of Financial Accounting Standards No. 121. The Threshold shall be increased in each year of the Earn-Out Period to which the Earn-Out Payment relates by Parties agree will be deducted equally from the ratio obtained by dividing (A) the total shares of common stock of OAOT ("OAOT Common Stock") issued and outstanding at the end of the year to which such Earn-Out Payment relates by (B) the total shares of OAOT Common Stock issued and outstanding as of June 30, 1998; provided that such amount outstanding as of June 30, 1998 shall be deemed to include (y) all shares, if any, issued or to be issued in connection with OAOT's proposed acquisition of Enterprise Technology Group and (z) all shares of OAOT Common Stock issuable upon the exercise of vested and unexercised stock options outstanding as of June 30, 1998. (b) As used in this Section 2.8, "Pre-Tax Profit" means income determined in accordance with GAAP applied on a consistent basis without taking into account any of the following items: (i) any adjustments for Earn-Out Payments; (ii) deductions or accruals for any federal, state, local or foreign income Taxes; (iii) net operating loss carryforwards or carrybacks; (iv) any change in GAAP in comparison to those in effect at the Closing Time; and (v) any items that would be considered extraordinary items under GAAP; provided, however, that if the business of OAOT as presently conducted is operated during any portion of the Earn-Out Period as a division of a corporation or other business entity other than OAOTPayments due to the Members in accordance with their respective Percentage Interests), the determination and (B) Buyer shall pay up to 3.334% of the Precash Earn-Tax Profit shall include such adjustments as are deemed appropriate so that Out Payment due to Xxxxxxx in cash to Xxxxxx Xxxxxxxx (which the Pre-Tax Profit would Parties agree will be as close as possible to deducted from the Pre-Tax Profit that would have existed if OAOT were operated as a separate corporation during that portion of the Earn-Out Period at issuePayment due to Xxxxxxx in accordance with his Percentage Interest). Buyer shall make any cash Earn-Out Payments no later than the end of Buyer’s fiscal quarter following the fiscal quarter during which the Post-Closing Payment Statement is final, binding, and conclusive upon the Parties. The date on which the cash Earn-Out Payments are actually made under this Agreement is the “Earn-Out Payment Date.” The Earn-Out Buyer Stock, if any, shall be issued in three equal tranches: (i) the first, upon the Earn-Out Payment Date, (ii) the second, on or before the 12-month anniversary of the Earn-Out Payment Date, and (iii) the third, on or before the 24-month anniversary of the Earn-Out Payment Date. Promptly following such issuances, the Company will deliver to the Members evidence from the Company’s transfer agent of the issuance of such Earn-Out Buyer Stock to the Members.

Earn-Out Payments. (a) Subject In addition to the terms and conditions of this AgreementClosing Purchase Price Distribution, OAOT Seller shall make additional cash be eligible to receive earn-out payments to the Shareholders (the "“Earn-Out Payments"”), and Buyer and WGI, jointly and severally, guaranty the payment of such Earn-Out Payments, upon achievement of Adjusted EBITDA as follows (it being understood that the aggregate Earn-Out Payment paid to Seller pursuant to this Agreement shall not exceed the Maximum Earn-Out Amount under any circumstances): (i) in amounts Subject to Section 2.3(a)(vi), if Adjusted EBITDA of the 360 Division equals or exceeds $1,375,000 (the “Year 1 Adjusted EBITDA Target”) during the period beginning on the Closing Date and ending on the last day of Buyer’s 2015 fiscal year (approximately December 31, 2015) (such period, “Year 1”), the Earn-Out Payment for Year 1 will be equal to ten the lesser of (A) fifty-five percent (1055%) of OAOT's Prethe actual Adjusted EBITDA for Year 1, and (B) the Maximum Earn-Tax Profit Out Amount, in each case subject to the Earn-Out Holdback (as defined below). (ii) in excessSubject to Section 2.3(a)(vi), if any, Adjusted EBITDA of the 360 Division equals or exceeds $2,000,000 (the "Threshold," as adjusted as provided in “Year 2 Adjusted EBITDA Target”) during the following sentence)period beginning on the first day of Buyer’s 2016 fiscal year (approximately January 1, for 2016) and ending on the three years ended last day of Buyer’s 2016 fiscal year (approximately December 31, 19992016) (such period, 2000 and 2001 (collectively“Year 2”), the "Earn-Out Period"); providedPayment for Year 2 will be equal to the lesser of (A) fifty-five percent (55%) of the actual Adjusted EBITDA for Year 2, however, that and (B) the total of all Maximum Earn-Out Payments payable Amount minus any Earn-Out Payment previously received pursuant to Section 2.3(a)(i), in each case subject to the Earn-Out Holdback. (iii) Subject to Section 2.3(a)(vi), if Adjusted EBITDA of the 360 Division equals or exceeds $2,500,000 (the “Year 3 Adjusted EBITDA Target”) during the period beginning on the first day of Buyer’s 2017 fiscal year (approximately January 1, 2017) and ending on the last day of Buyer’s 2017 fiscal year (approximately December 31, 2017) (such period, “Year 3”), the Earn-Out Payment for Year 3 shall be equal to the lesser of (A) fifty-five percent (55%) of the actual Adjusted EBITDA for Year 3, and (B) the Maximum Earn-Out Amount minus any Earn-Out Payment previously received pursuant to Section 2.3(a)(i) and Section 2.3(a)(ii), in all cases subject to the Earn-Out Holdback. In the event that (y) the 360 Division does not achieve the Year 1 Adjusted EBITDA Target, the Year 2 Adjusted EBITDA Target and/or the Year 3 Adjusted EBITDA Target, and (z) less than the Maximum Earn-Out Amount has been paid pursuant to Sections 2.3(a)(i), (ii) and (iii), if the cumulative Adjusted EBITDA for the Earn-Out Period shall not exceed equals or exceeds $5,875,000 (the “Cumulative Adjusted EBITDA Target”), an aggregate of $5,000,000; and provided, further, that no Earn-Out Payment shall be payable if made after Year 3 equal to the lesser of (i1) fifty-five percent (55%) of the actual cumulative Adjusted EBITDA for Year 1, Year 2 and Year 3 minus any Shareholder is Earn-Out Payment(s) previously received pursuant to Sections 2.3(a)(i), 2.3(a)(ii) and 2.3(a)(iii), and (2) the Maximum Earn-Out Amount minus any Earn-Out Payment(s) previously received pursuant to Sections 2.3(a)(i), 2.3(a)(ii) and 2.3(a)(iii), in all cases subject to the Earn-Out Holdback. For avoidance of doubt, the actual Adjusted EBITDA for the Earn-Out Period, including any negative amounts, shall be used in calculating the cumulative Adjusted EBITDA for the Earn-Out Period. (iv) If any Earn-Out Payments are earned and to be paid for Year 1 or Year 2, then in breach in any material respect of any representation, warranty, covenant or agreement contained herein or (ii) any write-down of OAOT's investment in Buyer will place the Company is required first $275,000 for Year 1 and $400,000 for Year 2 into escrow with the Escrow Agent in accordance with Statement an Escrow Agreement substantially in the form of Financial Accounting Standards NoExhibit F hereto, (the “Earn-Out Holdback”) and the remainder of such Earn-Out Payment in each year, if any, will be paid to Seller. 121If the cumulative Adjusted EBITDA for the Earn-Out Period is less than the Cumulative Adjusted EBITDA Target ($5,875,000), then Buyer will be entitled to receive the entire Earn-Out Holdback from such escrow account, plus any interest accrued thereon, if any. If the cumulative Adjusted EBITDA for the Earn-Out Period equals or exceeds the Cumulative Adjusted EBITDA Target ($5,875,000), then Seller shall receive the entire Earn-Out Holdback, plus any interest accrued thereon, if any, from such escrow account. No other claw back of any Earn-Out Payments will be made by Buyer, except pursuant to this Section 2.3(a)(iv). The Threshold “Escrow Agent” shall be increased in each year a bank or trust company mutually selected by Buyer and Seller within at least one month prior to the expiration of Year 1 of the Earn-Out Period Period. (v) The 360 Division shall be entitled to utilize WGI’s corporate services in connection with the operation of the 360 Division (a representative list of such corporate services is set forth in Exhibit C), which corporate services will be reasonably and timely performed for the Earn-Out Payment relates 360 Division in accordance with WGI’s practice and procedures generally. Such corporate overhead expenses shall be included in the calculation of Adjusted EBITDA, and the 360 Division shall be charged one percent (1%) of the gross revenue generated by the ratio obtained 360 Division for utilizing such corporate services (the “General Overhead Rate”); provided however, in the event Buyer desires to make a referral of business to the 360 Division (“Referral Business”), the 360 Division and Buyer will work together in good faith to determine the appropriate overhead rate for such Referral Business on a case-by-case basis (the “Referral Overhead Rate”), which Referral Overhead Rate is subject to the approval of the Buyer and the 360 Division (based on the approval of the 360 Principals). The General Overhead Rate or the Referral Overhead Rate, as applicable, will be the “360 Division Overhead Rate”, and the 360 Division Overhead Rate shall be calculated into Adjusted EBITDA. (vi) If Seller has not achieved the Year 1 Adjusted EBITDA Target by dividing the end of Year 1, the Year 2 Adjusted EBITDA Target by the end of Year 2, or the Year 3 Adjusted EBITDA Target by the end of Year 3, then Seller may, one time only, at its election, extend the period of calculation for either Year 1, Year 2 or Year 3 by 15 days until January 15 of the next calendar year, and Adjusted EBITDA for the period from January 1, 2018 through January 15, of such next calendar year shall be included in determining whether Seller has met or exceeded the Year 1 Adjusted EBITDA Target, the Year 2 Adjusted EBITDA Target, or the Year 3 Adjusted EBITDA Target, as applicable (A) and also, for purposes of determining whether the total shares of common stock of OAOT ("OAOT Common Stock") issued and outstanding Cumulative Adjusted EBITDA Target has been met at the end of the year to which such Earn-Out Payment relates by Period). Such extension will not have the effect of shortening the next period of calculation (Bif applicable) during the total shares Earn-Out Period. By way of OAOT Common Stock issued and outstanding as of June 30, 1998; provided that such amount outstanding as of June 30, 1998 shall be deemed to include (y) all sharesexample, if anySeller elected to extend Year 1, issued or to Adjusted EBITDA from the period for January 1, 2016 through January 15, 2016 would be issued included in connection with OAOT's proposed acquisition the calculation of Enterprise Technology Group Adjusted EBITDA for both Year 1 and (z) all shares of OAOT Common Stock issuable upon the exercise of vested and unexercised stock options outstanding as of June 30, 1998Year 2. (b) As promptly as practicable after the end of each of Year 1, Year 2 and Year 3 (but no later than one hundred and five (105) days after the last day of each fiscal year), Buyer shall deliver to Seller a statement setting forth Buyer’s good faith calculation of the Adjusted EBITDA for such year and, after Year 3 only, the cumulative Adjusted EBITDA for Year 1, Year 2 and Year 3 collectively (in each case, the “Adjusted EBITDA Statement”). Buyer shall, and shall cause its representatives (including outside auditors) to, make available to Seller, at Seller’s expense (without charge for Buyer’s or WGI’s costs) during normal business hours and following reasonable advance notice, the books, records, work papers, and personnel used or involved in the preparation of each Adjusted EBITDA Statement. If Seller disagrees with Buyer’s calculation any Adjusted EBITDA Statement delivered pursuant to this Section 2.3(b), Seller may, within thirty (30) days after receipt of the Adjusted EBITDA Statement, deliver a notice to Buyer disagreeing with such calculation and setting forth the Seller’s calculation of such amount. Any such notice of disagreement shall specify in reasonable detail those items or amounts as to which Seller disagrees. If Seller’s ability to review the books, records, work papers, and personnel used or involved in preparation of the Adjusted EBITDA Statements is delayed, then the 30-day period previously mentioned shall be adjusted by adding the number of days between the receipt of the Adjusted EBITDA Statement by Seller and the date upon which the books, records, work papers, and personnel used or involved are made available to Seller. If a notice of disagreement shall be duly delivered pursuant to Section 2.3(b), Seller and Buyer shall, during the ten (10) days after such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the Adjusted EBITDA or cumulative Adjusted EBITDA, whichever is applicable, which amount shall not be more than the amount thereof shown in Seller’s calculation delivered pursuant to this Section 2.3(b). If following such 10-day period, Seller and Buyer are unable to reach such agreement, they shall promptly thereafter (and in any event within twenty (20) days of the end of such 10-day period) cause a nationally recognized independent accounting firm mutually acceptable to them (the “Accounting Referee”) to review this Agreement and the disputed items or amounts for the purpose of calculating the Adjusted EBITDA (it being understood that in making such calculation, the Accounting Referee shall be functioning as an expert and not as an arbitrator). The Accounting Referee shall deliver to Seller and Buyer as promptly as practicable (but in any case no later than thirty (30) days from the date of engagement of the Accounting Referee), a report setting forth such calculation. Such report shall be final and binding upon Seller and Buyer. The cost of such review shall be borne equally by Seller and Buyer. Buyer and Seller shall, and shall cause their respective representatives to, and Buyer shall cause the Entity operating the 360 Division and its respective representatives (including outside auditors) to, cooperate and assist in the determination of the Adjusted EBITDA and in the conduct of the review set forth in this Section 2.82.3(b), "Preincluding making available, to the extent necessary, books, records, work papers and personnel during normal business hours and following reasonable advance notice. (c) Each Earn-Tax Profit" means income Out Payment that is earned by Seller in accordance with this Section 2.3 shall be paid by Buyer to Seller within the later of: (i) one hundred twenty (120) days following the end of the applicable Year 1, Year 2 or Year 3, and (ii) five (5) Business Days after the Adjusted EBITDA for the applicable Year 1, Year 2 or Year 3 has been conclusively determined in accordance with GAAP applied on a consistent basis without taking into account any of the following items: (iSection 2.3(b) any adjustments for above. The remaining Earn-Out Payments; (ii) deductions or accruals for any federal, state, local or foreign income Taxes; (iii) net operating loss carryforwards or carrybacks; (iv) any change Payment shall be paid in GAAP in comparison to those in effect at the Closing Time; and (v) any items that would be considered extraordinary items under GAAP; provided, however, that if the business cash by wire transfer of OAOT as presently conducted is operated during any portion of the Earn-Out Period as a division of a corporation or other business entity other than OAOT, the determination of the Pre-Tax Profit shall include such adjustments as are deemed appropriate so that the Pre-Tax Profit would be as close as possible immediately available funds to the Pre-Tax Profit that would have existed if OAOT were operated as a separate corporation during that portion of accounts Seller has designated in writing to the Earn-Out Period Buyer at issueleast two (2) Business Days prior to such payment date.

Earn-Out Payments. (ai) Subject In addition to the terms Base Purchase Price, the Seller shall be entitled to receive the Earn Out Payments, which shall be payable subject to the following conditions and payment schedule, notwithstanding other conditions that may be contemplated in other provisions of this Agreement: (A) First Earn Out Payment. An amount of [***] less any deduction, OAOT set-off as provided further below in this Agreement (the “First Earn Out Payment”), shall make additional cash payments be payable to the Shareholders Seller no later than March 31, 2022 (the "Earn-“First Earn Out Payments") in amounts equal Payment Date”), subject to ten percent (10%) the achievement by the Company of OAOT's Pre-Tax Profit (defined below) in excess, if any, BOTH of $2,000,000 (the "Threshold," as adjusted as provided in the following sentence)financial targets, and notwithstanding other conditions, withholdings and adjustments that may be contemplated in other provisions of this Agreement: (1) Revenue for the three years ended twelve-month period from (and including) January 1, 2021 to December 31, 19992021 (the “First Earn Out Period”) of at least [***] (the “Revenue Target Period 1”); AND (2) Operating Margin for the First Earn Out Period of at least [***] (the “Operating Margin Target Period 1”, 2000 and 2001 (collectivelytogether with the Revenue Target Period 1, the "Earn“Earn Out Targets Period 1”). If the Revenue Target Period 1 is achieved, over-Out Period"); providedachieved or not achieved, however, that the total achievement of all Earn-Out Payments payable which is an independent and essential condition for the Earn-payment of the First Earn Out Payment, with respect to the amount of the First Earn Out Payment the following shall apply: (A) If the Revenue for the First Earn Out Period shall not exceed an aggregate of $5,000,000; and providedis below [***] (the “Minimum Revenue Target Period 1”), furtherthen, that no Earn-notwithstanding anything in this Agreement to the contrary, the First Earn Out Payment shall be payable if (i) any Shareholder is then irrevocably forfeited in breach in any material respect of any representationits entirety and shall not be earned, warrantyachieved, covenant paid or agreement contained herein or (ii) any write-down of OAOT's investment in the Company is required in accordance with Statement of Financial Accounting Standards No. 121. The Threshold shall be increased in each year payable, irrespective of the Earnpartial, total or over-Out Period to which the Earn-Out Payment relates by the ratio obtained by dividing (A) the total shares of common stock of OAOT ("OAOT Common Stock") issued and outstanding at the end achievement of the year to which such Earn-Operating Margin for the First Earn Out Payment relates by Period; (B) If the Revenue for the First Earn Out Period is equal to or greater than the Minimum Revenue Target Period 1 but less than the Revenue Target Period 1, then, subject to the other terms and conditions set forth herein, including the subsequent adjustments set forth below with respect to the Operating Margin for the First Earn Out Period, the aggregate amount of the First Earn Out Payment that may be payable shall be equal to the sum of (I) [***] for each [***] in Revenue achieved in excess of [***] in Revenue for the First Earn Out Period, up to maximum total shares payment pursuant to this subclause (I) in the amount of OAOT Common Stock issued [***] and outstanding as (II) [***] for each [***] in Revenue achieved in excess of June 30[***] in Revenue for the First Earn Out Period, 1998; provided that up to maximum total payment pursuant to this subclause (II) in the amount of [***] (such amount outstanding as determined pursuant to this clause (B), the “Underachievement Revenue Target Period 1 Nominal Earnout Amount”); and (C) If the Revenue for the First Earn Out Period is equal to or greater than the Revenue Target Period 1, then, subject to the other terms and conditions set forth herein, including the subsequent adjustments set forth below with respect to the Operating Margin for the First Earn Out Period, the aggregate amount of June 30, 1998 the First Earn Out Payment that may be payable shall be deemed equal to include the sum of (yI) all shares, if any, issued or to be issued in connection with OAOT's proposed acquisition of Enterprise Technology Group [***] and (zII) all shares [***] for each [***] in Revenue achieved in excess of OAOT Common Stock issuable upon [***] in Revenue for the exercise of vested and unexercised stock options outstanding as of June 30, 1998. (b) As used in this Section 2.8, "Pre-Tax Profit" means income determined in accordance with GAAP applied on a consistent basis without taking into account any of the following items: (i) any adjustments for Earn-Out Payments; (ii) deductions or accruals for any federal, state, local or foreign income Taxes; (iii) net operating loss carryforwards or carrybacks; (iv) any change in GAAP in comparison to those in effect at the Closing Time; and (v) any items that would be considered extraordinary items under GAAP; provided, however, that if the business of OAOT as presently conducted is operated during any portion of the Earn-First Earn Out Period (such amount as a division of a corporation or other business entity other than OAOTdetermined pursuant to this clause (C), the determination “Overachievement Revenue Target Period 1 Nominal Earnout Amount” and together with the Underachievement Revenue Target Period 1 Nominal Earnout Amount, the “Revenue Target Period 1 Nominal Earnout Amount”). For the avoidance of doubt, the Pre-Tax Profit First Earnout Payment shall include such adjustments as are deemed appropriate so that be determined by adjusting the Pre-Tax Profit would be as close as possible to Revenue Target Period 1 Nominal Earnout Amount by the Pre-Tax Profit that would have existed if OAOT were operated as a separate corporation during that portion of applicable provision below regarding the Earn-Operating Margin for the First Earn Out Period at issuePeriod.

Earn-Out Payments. 4.1.1 As a subsequent increase of the Initial Purchase Price, the Purchaser shall pay to the Sellers (a) Subject a one-time (einmalig) earn-out payment amounting to the terms and conditions of this Agreement, OAOT shall make additional cash payments to the Shareholders (the "Earn-Out Payments") in amounts equal to ten percent (10%) of OAOT's Pre-Tax Profit (defined below) in excess, if any, of $2,000,000 (the "Threshold," as adjusted as provided in the following sentence), for the three years ended December 31, 1999, 2000 and 2001 (collectively, the "Earn-Out Period"); provided, however, that the total of all Earn-Out Payments payable for the Earn-Out Period shall not exceed an aggregate of $5,000,000; and provided, further, that no Earn-Out Payment shall be payable if (i) any Shareholder is then in breach in any material respect of any representation, warranty, covenant or agreement contained herein or (ii) any write-down of OAOT's investment in the Company is required in accordance with Statement of Financial Accounting Standards No. 121. The Threshold shall be increased in each year 90% of the Earn-Out Period to amount by which the Earn-Out Payment relates by EBITDA (as defined in Section 4.1.2 below) for the ratio obtained by dividing period from 1 January 2012 to 31 December 2012 (Aboth dates inclusive) (the total shares of common stock of OAOT ("OAOT Common Stock"Initial Earn-Out Period) issued and outstanding at plus or minus the end amount of the year Inventory Value True-Up Adjustment (as defined in, and calculated in accordance with, Annex 4.1.1) for the Initial Earn-Out Period exceeds USD 115,000,000 (in words: one hundred fifteen million US Dollars) (the First Earn-Out Amount) minus the respective Proportionate Income Tax (as defined in Section 4.1.3 below) (the First Earn-Out Payment); and (b) a one-time earn-out payment amounting to 60% of the amount by which such the Earn-Out EBITDA for the period from 1 January 2012 until 31 December 2014 (both dates inclusive) (the Overall Earn-Out Period) plus or minus the amount of the Inventory Value True-Up Adjustment (as defined in, and calculated in accordance with, Annex 4.1.1) for the Overall Earn-Out Period exceeds USD 263,000,000 (in words: two hundred sixty-three million US Dollars) (the Second Earn-Out Amount) minus the respective Proportionate Income Tax minus the amount of the First Earn-Out Payment relates by if any (Bthe Second Earn-Out Payment) (the total shares of OAOT Common Stock issued Initial Earn-Out Period and outstanding as of June 30, 1998; provided that such amount outstanding as of June 30, 1998 shall be deemed to include the Overall Earn-Out Period individually also an Earn-Out Period and collectively the Earn-Out Periods) (ythe First Earn-Out Amount and the Second Earn-Out Amount individually also an Earn-Out Amount and collectively the Earn-Out Amounts) all shares, if any, issued or to be issued in connection with OAOT's proposed acquisition of Enterprise Technology Group (the First Earn-Out Payment and (z) all shares of OAOT Common Stock issuable upon the exercise of vested Second Earn-Out Payment individually also an Earn-Out Payment and unexercised stock options outstanding as of June 30, 1998. (b) As used in this Section 2.8, "Pre-Tax Profit" means income determined in accordance with GAAP applied on a consistent basis without taking into account any of collectively the following items: (i) any adjustments for Earn-Out Payments; (ii) deductions or accruals for any federal, state, local or foreign income Taxes; (iii) net operating loss carryforwards or carrybacks; (iv) any change in GAAP in comparison to those in effect at the Closing Time; and (v) any items that would be considered extraordinary items under GAAP; provided, however, that if the business of OAOT as presently conducted is operated during any portion of the Earn-Out Period as a division of a corporation or other business entity other than OAOT, the determination of the Pre-Tax Profit shall include such adjustments as are deemed appropriate so that the Pre-Tax Profit would be as close as possible to the Pre-Tax Profit that would have existed if OAOT were operated as a separate corporation during that portion of the Earn-Out Period at issue).

Earn-Out Payments. (a) Subject In addition to the terms and conditions of this AgreementClosing Purchase Price Distribution, OAOT Sellers shall make additional cash be eligible to receive earn-out payments to the Shareholders (the "“Earn-Out Payments"”), upon achievement of Adjusted EBITDA as follows (it being understood that the aggregate Earn-Out Payment paid to Sellers pursuant to this Agreement shall not exceed $1,400,000 (the “Maximum Amount”) in amounts equal to ten percent under any circumstances): (10%i) If Adjusted EBITDA of OAOT's Pre-Tax Profit (defined below) in excess, if any, of the Business equals or exceeds $2,000,000 (the "Threshold," as adjusted as provided in “Year 1 Adjusted EBITDA Target”) during the following sentence)period beginning on Buyer’s 2015 fiscal year (approximately January 1, for 2015) and ending on the three years ended last day of Buyer’s 2015 fiscal year (approximately December 31, 19992015) (such period, 2000 and 2001 (collectively“Year 1”), the "Earn-Out Period"); provided, however, that the total of all Earn-Out Payments payable for the Earn-Out Period shall Payment for Year 1 will be $560,000. (ii) If Adjusted EBITDA of the Business equals or exceeds $3,000,000 (the “Year 2 Adjusted EBITDA Target”) during the period beginning on the first day of Buyer’s 2016 fiscal year and ending on last day of Buyer’s 2016 fiscal year (such period, “Year 2”), the Earn-Out Payment for Year 2 will $840,000. In the event that (y) the Business does not exceed an aggregate of achieve the Year 1 Adjusted EBITDA Target, and/or the Year 2 Adjusted EBITDA Target, and (z) less than the Maximum Amount has been paid pursuant to Sections 1.1(a)(i), and (ii), if the cumulative Adjusted EBITDA for Year 1 and Year 2 equals or exceeds $5,000,000; and provided, further, that no an Earn-Out Payment shall be payable if made after Year 2 equal to the lesser of (i1) twenty-eight percent (28%) of the actual cumulative Adjusted EBITDA for Year 1 and Year 2 minus any Shareholder is then Earn-Out Payment(s) previously received pursuant to Sections 1.1(a)(i) and 1.1(a)(ii), and (2) the Maximum Amount minus any Earn-Out Payment(s) previously received pursuant to Sections 1.1(a)(i) and 1.1(a)(ii), in breach in all cases subject to the Earn-Out Claw Back. For avoidance of doubt, the actual Adjusted EBITDA for each of Year 1 and Year 2, including any material respect of any representationnegative amounts, warranty, covenant or agreement contained herein or (ii) any write-down of OAOT's investment in the Company is required in accordance with Statement of Financial Accounting Standards No. 121. The Threshold shall be increased used in each year calculating the cumulative Adjusted EBITDA for Year 1 and Year 2. (iii) If any Earn-Out Payments are made by Buyer to Sellers and it is subsequently determined that the Earn-Out Payments exceeded 28% of the total of the Year 1 Adjusted EBITDA Target and Year 2 Adjusted EBITDA Target, Buyer shall be entitled to reimbursement of the excess payments (the “Earnout Claw Back”), as follows. If the cumulative Adjusted EBITDA for Year 1 and Year 2 is less than $2,500,000, then Sellers shall reimburse Buyer the entire amount of all previous Earn-Out Payments. If the cumulative Adjusted EBITDA for Year 1 and Year 2 is more than $2,500,000, but less than $5,000,000, then Buyer shall pay Sellers the difference between the amount of the Earn-Out Period Payments previously paid to which Buyer and 28% of the total of the Year 1 Adjusted EBITDA Target and Year 2 Adjusted EBITDA Target. No other claw back of any Earn-Out Payment relates Payments will be made by Seller, except pursuant to this Section 1.1(a)(iii). (iv) The Business shall utilize WGI’s corporate services with such corporate overhead expenses included in the calculation of Adjusted EBITDA. The Business shall be charged three percent (3%) of the gross revenue generated by the ratio obtained by dividing (A) Business, which will be deducted prior to calculating the total shares of common stock of OAOT ("OAOT Common Stock") issued and outstanding at the end of the year to which such Earn-Out Payment relates by (B) the total shares of OAOT Common Stock issued and outstanding as of June 30, 1998; provided that such amount outstanding as of June 30, 1998 shall be deemed to include (y) all shares, if any, issued or to be issued in connection with OAOT's proposed acquisition of Enterprise Technology Group and (z) all shares of OAOT Common Stock issuable upon the exercise of vested and unexercised stock options outstanding as of June 30, 1998Adjusted EBITDA. (b) As promptly as practicable after the end of each of Year 1 and Year 2 (but no later than one hundred and five (105) days after the last day of each fiscal year), Buyer shall deliver to Sellers a statement setting forth Buyer’s good faith calculation of the Adjusted EBITDA for such year and the cumulative Adjusted EBITDA for all prior years collectively (in each case, the “Adjusted EBITDA Statement”). Buyer shall, and shall cause its representatives (including outside auditors) to, make available to Seller, at Seller’s expense (without charge for Buyer’s or WGI’s costs) during normal business hours and following reasonable advance notice, the books, records, work papers, and personnel used or involved in the preparation of each Adjusted EBITDA Statement. If Sellers disagree with Buyer’s calculation any Adjusted EBITDA Statement delivered pursuant to this Section 1.1(a), Sellers may, within thirty (30) days after receipt of the Adjusted EBITDA Statement, deliver a notice to Buyer disagreeing with such calculation and setting forth the Seller’s calculation of such amount. Any such notice of disagreement shall specify in reasonable detail those items or amounts as to which Sellers disagree. If a notice of disagreement shall be duly delivered pursuant to Section 1.1(a), Sellers and Buyer shall, during the ten (10) days after such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the Adjusted EBITDA or cumulative Adjusted EBITDA, whichever is applicable, which amount shall not be more than the amount thereof shown in Seller’s calculation delivered pursuant to this Section 1.1(a). If following such 10-day period, Sellers and Buyer are unable to reach such agreement, they shall promptly thereafter (and in any event within twenty (20) days of the end of such 10-day period) cause a nationally recognized independent accounting firm mutually acceptable to them (the “Accounting Referee”) to review this Agreement and the disputed items or amounts for the purpose of calculating the Adjusted EBITDA (it being understood that in making such calculation, the Accounting Referee shall be functioning as an expert and not as an arbitrator). The Accounting Referee shall deliver to Sellers and Buyer as promptly as practicable (but in any case no later than thirty (30) days from the date of engagement of the Accounting Referee), a report setting forth such calculation. Such report shall be final and binding upon Sellers and Buyer. The cost of such review shall be borne equally by Sellers and Buyer. Buyer and Sellers shall, and shall cause their respective representatives to, and Buyer shall cause the Business and its respective representatives (including outside auditors) to, cooperate and assist in the determination of the Adjusted EBITDA and in the conduct of the review set forth in this Section 2.81.1(a), "Preincluding making available, to the extent necessary, books, records, work papers and personnel during normal business hours and following reasonable advance notice. (c) Each Earn-Tax Profit" means income Out Payment that is earned by Sellers in accordance with this Section 2.3 shall be paid by Buyer to Sellers within the later of: (i) one hundred twenty (120) days following the end of the applicable Year 1 or Year 2, and (ii) five (5) Business Days after the Adjusted EBITDA for the applicable Year 1 or Year 2 has been conclusively determined in accordance with GAAP applied on a consistent basis without taking into account any of the following items: (iSection 1.1(a) any adjustments for above. The remaining Earn-Out Payments; (ii) deductions or accruals for any federal, state, local or foreign income Taxes; (iii) net operating loss carryforwards or carrybacks; (iv) any change Payment shall be paid in GAAP in comparison to those in effect at the Closing Time; and (v) any items that would be considered extraordinary items under GAAP; provided, however, that if the business cash by wire transfer of OAOT as presently conducted is operated during any portion of the Earn-Out Period as a division of a corporation or other business entity other than OAOT, the determination of the Pre-Tax Profit shall include such adjustments as are deemed appropriate so that the Pre-Tax Profit would be as close as possible immediately available funds to the Pre-Tax Profit that would accounts Sellers have existed if OAOT were operated as a separate corporation during that portion of the Earn-Out Period designated in writing to Buyer at issueleast two (2) Business Days prior to such payment date.

Earn-Out Payments. (a) Subject to Upon the terms and subject to the conditions of this Agreement, OAOT as additional consideration for the transfer of the Purchased Assets to Buyer pursuant to Section 2.1, Buyer shall make additional pay to Seller an amount in cash payments calculated with respect to the Shareholders (the "each Earn-Out Payments") in amounts equal to ten percent (10%) of OAOT's Pre-Tax Profit (defined below) in excess, if any, of $2,000,000 (the "Threshold," Period as adjusted as provided in the following sentence), for the three years ended December 31, 1999, 2000 and 2001 (collectively, the "follows: 3.6.1 For each Earn-Out Period"); provided, howeverBuyer shall make the payments described in this Section 3.6.1 (each such annual amount, that the total of all an “Earn-Out Payments payable Payment”) in the manner set forth in Section 3.6.4. (a) The Earn-Out Payment for the First Earnout Period shall be paid only if (i) Annual Aprinnova Actual Sales Value for the First Earnout Period (as finally determined pursuant to Section 3.6.2) exceeds the First Earnout Target and (ii) the Sales Volume for the First Earnout Period (as finally determined pursuant to Section 3.6.2) exceeds the First Earnout Volume Target. In such event, the Earn-Out Payment for the First Earnout Period (the “First Earnout Payment”) shall not exceed an aggregate be equal to the lesser of $5,000,000; (x) [***] and provided, further, that no (y) fifty percent (50%) of (i) 4.4 multiplied by (ii) the amount by which Annual Aprinnova Actual Sales Value for the First Earnout Period (as finally determined pursuant to Section 3.6.2) is greater than the First Earnout Target. (b) The Earn-Out Payment for the Second Earnout Period shall be payable paid only if (i) any Shareholder is then in breach in any material respect of any representation, warranty, covenant or agreement contained herein or Annual Aprinnova Actual Sales Value for the Second Earnout Period (as finally determined pursuant to Section 3.6.2) exceeds the Second Earnout Target and (ii) any writethe Sales Volume for the Second Earnout Period (as finally determined pursuant to Section 3.6.2) exceeds the Second Earnout Volume Target. In such event, the Earn-down of OAOT's investment in Out Payment for the Company is required in accordance with Statement of Financial Accounting Standards No. 121. The Threshold Second Earnout Period (the “Second Earnout Payment”) shall be increased equal to the lesser of (x) [***] and (y) fifty percent (50%) of (i) 4.4 multiplied by (ii) the amount by which Annual Aprinnova Actual Sales Value for the Second Earnout Period (as finally determined pursuant to Section 3.6.2) is greater than the Second Earnout Target. (c) The Earn-Out Payment for the Third Earnout Period shall be paid only if (i) Annual Aprinnova Actual Sales Value for the Third Earnout Period (as finally determined pursuant to Section 3.6.2) exceeds the Third Earnout Target and (ii) the Sales Volume for the Third Earnout Period (as finally determined pursuant to Section 3.6.2) exceeds the Third Earnout Volume Target. In such event, the Earn-Out Payment for the Third Earnout Period shall be equal to the lesser of (x) [***] and (y) fifty percent (50%) of (i) 4.4 multiplied by (ii) the amount by which Annual Aprinnova Actual Sales Value for the Third Earnout Period (as finally determined pursuant to Section 3.6.2) is greater than the Third Earnout Target. 3.6.2 Within thirty (30) days (or if the last day of such period is not a Business Day, then on the first Business Day following the last day of such period) following the end of each Earnout Period, Buyer will prepare and deliver to Seller a written schedule (the “Earn-Out Schedule”) setting forth its calculations of Annual Aprinnova Actual Sales Value, the Sales Volume and the Earn-Out Payment for such applicable Earnout Period, including the basis for such calculations set forth in each year reasonable detail. Upon receipt of the Earn-Out Period Schedule, Seller shall have twenty five (25) days (or if the last day of such period is not a Business Day, then on the first Business Day following the last day of such period) (the “Review Period”) to review the Earn-Out Schedule and the related calculations of Annual Aprinnova Actual Sales Value, the Sales Volume and the Earn-Out Payment. In connection with such review of the Earn-Out Schedule, Buyer shall, and shall cause the Aprinnova Business to, make available during normal business hours (subject to execution of customary confidential agreements) to Seller and its Representatives such documents, books, records, work papers, facilities, personnel and other information of Buyer with respect to the Aprinnova Business to the extent relating to the calculation of the Annual Aprinnova Actual Sales Value or the Sales Volume, in each case as Seller may reasonably request in order to permit the timely review of the Earn-Out Schedule in accordance with this Section 3.6.2; provided, that Buyer and the Aprinnova Business shall not be required to provide any such information or access if it would (i) violate any agreement or Law or (ii) result in the waiver of any legal privilege or work product protection; provided, that the applicable Party will notify the other Party in reasonable detail of the circumstances giving rise to any non-disclosure pursuant to the foregoing and to permit disclosure of such information to the extent possible, in a manner consistent with privilege or Law. If Seller has accepted such Earn-Out Schedule in writing or has not given written notice (an “Earn-Out Statement of Objections”) to Buyer setting forth in reasonable detail any objection of Seller to the Earn-Out Schedule (which objections shall be limited to the Annual Aprinnova Actual Sales Value or the Sales Volume not having been calculated in accordance with this Agreement or mathematical errors) prior to the expiration of the applicable Review Period, then such Earn-Out Schedule shall be final and binding upon the Parties, and the Earn-Out Payment relates by the ratio obtained by dividing (A) the total shares of common stock of OAOT ("OAOT Common Stock") issued and outstanding at the end of the year to which set forth on such Earn-Out Payment relates by (B) the total shares of OAOT Common Stock issued and outstanding as of June 30, 1998; provided that such amount outstanding as of June 30, 1998 Schedule shall be deemed to include (y) all shares, if any, issued or to be issued in connection with OAOT's proposed acquisition of Enterprise Technology Group and (z) all shares of OAOT Common Stock issuable upon the exercise of vested and unexercised stock options outstanding as of June 30, 1998. (b) As used in this Section 2.8, "Pre-Tax Profit" means income determined in accordance with GAAP applied on a consistent basis without taking into account any of the following items: (i) any adjustments for final Earn-Out Payments; Payment for such Earn-Out Period. Any items in the Earn-Out Statement not objected to in the Earn-Out Statement of Objections shall be final and binding on the Parties. If Seller delivers an Earn-Out Statement of Objections during the Review Period, Buyer and Seller shall use their reasonable efforts to agree on the amount of Annual Aprinnova Actual Sales Value, the Sales Volume and the Earn-Out Payment for such Earn-Out Period within fifteen (ii15) deductions days (or accruals for any federal, state, local or foreign income Taxes; (iii) net operating loss carryforwards or carrybacks; (iv) any change in GAAP in comparison to those in effect at the Closing Time; and (v) any items that would be considered extraordinary items under GAAP; provided, however, that if the business last day of OAOT as presently conducted such period is operated during any portion not a Business Day, then on the first Business Day following the last day of such period) following the receipt by Buyer of the Earn-Out Period Statement of Objections. If the Parties are unable to reach an agreement as to such amounts within such fifteen (15) day period, then either Buyer or Seller may submit the matter to a division mutually agreed internationally recognized certified public accounting firm that has not performed accounting, tax or auditing services for Buyer or Seller or any of a corporation or other business entity other than OAOTtheir respective Affiliates after February 21, 2020 (the determination of the Pre-Tax Profit shall include such adjustments as are deemed appropriate so that the Pre-Tax Profit would “Arbitrating Accountant”). The Arbitrating Accountant’s function will be as close as possible to the Pre-Tax Profit that would have existed if OAOT were operated as a separate corporation during that portion resolve each element of the Earn-Out Period at issueStatement of Objections that has not been resolved by Buyer and Seller, to revise the Earn-Out Schedule to reflect such resolutions and to recalculate the Annual Aprinnova Actual Sales Value, the Sales Volume and the Earn-Out Payment, if any, based on the elements and amounts reflected on the revised Earn-Out Schedule. The Parties shall use commercially reasonable efforts to cause the Arbitrating Accountant shall make such determination within thirty (30) days (or if the last day of such period is not a Business Day, then on the first Business Day following the last day of such period) following the submission of the matter to the Arbitrating Accountant for resolution, and such determination shall be final and binding upon Buyer and Seller. In making such determination, the Arbitrating Accountant will be bound by the provisions of this Agreement and may not revise any element of the Earn-Out Schedule that is not contested in the Earn-Out Statement of Objections or assign a value to any disputed element of the Earn-Out Statement of Objections greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Arbitrating Accountant shall act as an expert, not as an arbitrator. Each of the Arbitrating Accountant’s decision, the revised Earn-Out Schedule and the revised calculation of the Annual Aprinnova Actual Sales Value, the Sales Volume and the Earn-Out Payment, if any, will be final and binding upon the Parties, and judgment may be entered on the award. Buyer and Seller shall share the fees and expenses of the Arbitrating Accountant in inverse proportion to the relative amounts subject to the Earn-Out Statement of Objections determined in favor of such Party, in accordance with the following formulas: (i) Seller shall pay a portion of such fees and expenses equal to the total fees and expenses multiplied by a fraction, the numerator of which is the dollar amount subject to the Earn-Out Statement of Objections resolved in favor of Buyer and the denominator of which is the total dollar amount subject to the Earn-Out Statement of Objections and (ii) Buyer shall pay a portion of such fees and expenses equal to the total fees and expenses multiplied by a fraction, the numerator of which is the dollar amount subject to the Earn-Out Statement of Objections resolved in favor of Seller and the denominator of which is the total dollar amount subject to the Earn-Out Statement of Objections.

Earn-Out Payments. (a) Subject to the terms and conditions of this Agreement, OAOT Purchaser shall make additional cash payments to Seller and Option Holder, Pro-Rata (each an “Earn Out Payment”), within thirty (30) calendar days following the Shareholders end of each month during the three (3) year period commencing on the first full month following the Closing (the "Earn“Earn Out Period”); provided that in lieu of monthly Earn Out Payments during the final fiscal quarter of the Earn Out Period, such final Earn Out Payment shall be made once within 60 calendar days following the end of such final fiscal quarter. Each Earn Out Payment shall be in an amount equal to 22.5% of Purchaser’s Adjusted Gross Profit (as defined in Section 2.2(c) below) derived from sales to non-affiliated third parties, plus 10% of amounts invoiced and delivered for Internally Delivered Services Revenue (“IDS Revenue,” as more fully defined in Section 2.2(d) below), in each case, for such month or quarter, as applicable. Within sixty (60) calendar days following the end of each fiscal quarter during the Earn Out Period (except for the final fiscal quarter within the Earn Out Period), Purchaser shall reconcile all monthly Earn Out Payments made during such previous fiscal quarter, and (i) if 22.5% of the Adjusted Gross Profit derived from sales to non-affiliated third parties during such fiscal quarter is determined to have been greater than the aggregate monthly Earn Out Payments paid during such fiscal quarter, Purchaser shall promptly pay such shortfall to Seller and Option Holder, Pro-Rata; or (ii) if 22.5% of the Adjusted Gross Profit derived from sales to non-affiliated third parties during such fiscal quarter is determined to have been less than the aggregate monthly Earn Out Payments paid during such fiscal quarter, subsequent Earn Out Payments shall be correspondingly reduced in the amount of such over-payment. On a quarterly basis, the CFO of Purchaser shall certify, in writing, the accuracy of the calculations of the Earn Out Payments". The parties hereby agree that Purchaser’s sales to dinCloud, Inc., ADSL or collab9 are sales to non-affiliated third parties for purposes of the calculation of Earn Out Payments. (b) Notwithstanding anything herein to the contrary, Purchaser shall be permitted to transfer any Purchased Asset to any Person at any time in amounts equal to ten percent (10%) its sole discretion, whether by transfer, sale, merger, operation of OAOT's Pre-Tax Profit (defined below) in excess, if any, of $2,000,000 (the "Threshold," as adjusted as provided in the following sentence), for the three years ended December 31, 1999, 2000 and 2001 (collectively, the "Earn-Out Period")law or otherwise; provided, however, that in the total event of all Earn-Out Payments payable for any such transfer by Purchaser, where the Earn-Out Period shall not exceed an aggregate of $5,000,000; transferred asset is a sales person or is a Qualified Customer Account, Seller and provided, further, that no Earn-Out Payment Option Holder shall be payable if entitled to receive, Pro-Rata: (i) any Shareholder is then in breach in any material respect the case of a transfer of any representationsuch sales person, warranty, covenant or agreement contained herein 22.5% of the Adjusted Gross Profit generated by such sales person following the date of such transfer for the duration of the Earn Out Period; or (ii) any write-down of OAOT's investment in the Company is required in accordance with Statement case of Financial Accounting Standards No. 121. The Threshold shall be increased in each year a transfer of the Earn-Out Period to which the Earn-Out Payment relates by the ratio obtained by dividing a Qualified Customer Account (A) the total shares regardless of common stock of OAOT ("OAOT Common Stock") issued and outstanding at the end of the year to which whether or not one or more sales persons servicing such Earn-Out Payment relates by (B) the total shares of OAOT Common Stock issued and outstanding as of June 30Qualified Customer Account are also transferred), 1998; provided that such amount outstanding as of June 30, 1998 shall be deemed to include either (y) all shares22.5% of the Adjusted Gross Profit generated by such Qualified Customer Account for the duration of the Earn Out Period, if anythe Purchaser’s Affiliates (excluding Purchaser) did not also generate at least $100,000 of net sales from the same customer in the twelve (12) month period prior to the subject transfer, issued or to be issued in connection with OAOT's proposed acquisition of Enterprise Technology Group and (z) all shares in the event Purchaser’s Affiliates (excluding Purchaser) did also generate at least $100,000 of OAOT Common Stock issuable upon net sales from the exercise same customer in the twelve (12) month period prior to the subject transfer, a percentage of vested and unexercised stock options outstanding as Adjusted Gross Profit derived from sales to such Qualified Customer Account after the date of June 30such transfer, 1998. (b) As used in this Section 2.8which percentage shall be determined by multiplying 22.5% by a fraction, "Pre-Tax Profit" means income determined in accordance with GAAP applied on a consistent basis without taking into account any the numerator of which shall be the net sales of the Purchaser (excluding Purchaser’s Affiliates) from the Qualified Customer Account during the twelve (12) month period prior to the subject transfer and the denominator of which shall be the sum of the net sales of the Purchaser from the Qualified Customer Account during such trailing twelve month period plus the net sales of all of Purchaser’s Affiliates (excluding Purchaser) from the customer during such trailing twelve (12) month period. In the event the subject transfer occurs less than twelve months following items: (i) any adjustments for Earn-Out Payments; (ii) deductions or accruals for any federal, state, local or foreign income Taxes; (iii) net operating loss carryforwards or carrybacks; (iv) any change in GAAP in comparison to those in effect at the Closing Time; and (v) any items that would Date, the net sales of Seller from the Qualified Customer Account, for a period necessary prior to the Closing Date, will be considered extraordinary items under GAAP; provided, however, that if added to the business of OAOT as presently conducted is operated during any portion net sales of the Earn-Out Period as a division Purchaser made following the Closing Date, to provide for twelve (12) full months of a corporation or other business entity other than OAOT, sales from such Qualified Customer Account in the determination of the Pre-Tax Profit shall include such adjustments as are deemed appropriate so that trailing twelve (12) month period net sales of Purchaser necessary to make the Pre-Tax Profit would be as close as possible calculations contemplated in this Section 2.2(b). Notwithstanding anything herein to the Pre-Tax contrary, but subject to this Section 2.2(b) above, nothing in this Agreement shall prohibit Purchaser’s Affiliates (excluding Purchaser) from conducting business with any customer or prospect, including without limitation, any customer or prospect acquired by Purchaser in connection with the Transaction, and any such business engaged in by any such Purchaser Affiliate with any such customer or prospect shall not be deemed to be a transfer or constructive transfer of such customer or prospect or any related account, and any Adjusted Gross Profit that would have existed if OAOT were operated as a separate corporation during that portion derived from any such business shall not be included in the calculation of Adjusted Gross Profit for purposes of Section 2.2(a) above. (c) For purposes of this Agreement, “Adjusted Gross Profit” means the Earn-Out Period at issue.difference between Revenues and Cost of Goods Sold:

Earn-Out Payments. (a) Subject In addition to the terms and conditions of this AgreementPurchase Price, OAOT the Purchase shall make additional cash payments pay to the Shareholders (Sellers the "Earn-2008 Earn Out Payments") in amounts equal to ten percent (10%) of OAOT's Pre-Tax Profit (defined below) in excessPayment, if any, of $2,000,000 (the "Threshold," as adjusted as provided in 2009 Earn Out Payment and the following sentence), for the three years ended December 31, 1999, 2000 and 2001 2010 Earn Out Payment (collectively, the "Earn“Earn Out Payments”), which payments shall be calculated in accordance with Article 3.5(b). Each Earn Out Payment shall be made by the Purchaser, subject to the adjustments provided herein, to the Sellers pro rata based on their respective ownership levels in the Company immediately prior to Completion. The Earn Out Payments shall be paid as follows: (a) The Purchaser will pay the 2008 Earn Out Payment, which shall be equal to the Xxxxx Equivalent of US$ 2,000,000 (two million) less the deductions and adjustments set out in Article 3.5(b), within 10 working days from the date of filing of CTC Media’s 2008 annual report on Form 10-K with the SEC, provided that a Performance Report for 2008 has been signed by the Purchaser and the Seller Representative; (b) The Purchaser will pay the 2009 Earn Out Period"Payment, which shall be equal to the Xxxxx Equivalent of US$ 2,000,000 (two million) less the deductions and adjustments set out in Article 3.5(b), within 10 working days from the date of filing of CTC Media’s 2009 annual report on Form 10-K with the SEC, provided that a Performance Report for 2009 has been signed by the Purchaser and the Seller Representative; and (c) The Purchaser will pay the 2010 Earn Out Payment, which shall be equal to the Xxxxx Equivalent of US$ 2,000,000 (two million) less the deductions and adjustments set out in Article 3.5(b), within 10 working days from the date of filing of CTC Media’s 2010 annual report on Form 10-K with the SEC, provided that a Performance Report for 2010 has been signed by the Purchaser and the Seller Representative; provided, however, that if at any time before the total payment of all Earnthe 2010 Earn Out Payment in 2011, CTC Media is no longer required to file an annual report (on Form 10-Out Payments payable for K or any successor form) with the Earn-Out Period shall not exceed an aggregate of $5,000,000; and providedSEC, further, that no Earn-any remaining Earn Out Payment shall be payable if (i) any Shareholder is then in breach in any material respect of any representation, warranty, covenant made on or agreement contained herein or (ii) any write-down of OAOT's investment in the Company is required in accordance with Statement of Financial Accounting Standards No. 121. The Threshold shall be increased in each year around March 31 of the Earn-Out Period to which the Earn-Out Payment relates by the ratio obtained by dividing (A) the total shares of common stock of OAOT ("OAOT Common Stock") issued and outstanding at the end of the year to which such Earn-Out Payment relates by (B) the total shares of OAOT Common Stock issued and outstanding as of June 30, 1998; provided that such amount outstanding as of June 30, 1998 shall be deemed to include (y) all shares, if any, issued or to be issued in connection with OAOT's proposed acquisition of Enterprise Technology Group and (z) all shares of OAOT Common Stock issuable upon the exercise of vested and unexercised stock options outstanding as of June 30, 1998relevant year. (b) As used in this Section 2.8, "Pre-Tax Profit" means income determined in accordance with GAAP applied on a consistent basis without taking into account any of the following items: (i) any adjustments for Earn-Out Payments; (ii) deductions or accruals for any federal, state, local or foreign income Taxes; (iii) net operating loss carryforwards or carrybacks; (iv) any change in GAAP in comparison to those in effect at the Closing Time; and (v) any items that would be considered extraordinary items under GAAP; provided, however, that if the business of OAOT as presently conducted is operated during any portion of the Earn-Out Period as a division of a corporation or other business entity other than OAOT, the determination of the Pre-Tax Profit shall include such adjustments as are deemed appropriate so that the Pre-Tax Profit would be as close as possible to the Pre-Tax Profit that would have existed if OAOT were operated as a separate corporation during that portion of the Earn-Out Period at issue.

Earn-Out Payments. (ai) Subject With respect to the terms each of calendar years 2006, 2007 and conditions of this Agreement, OAOT shall make additional cash payments to the Shareholders 2008 (the "Earn-Out Payments") in amounts equal to ten percent (10%) of OAOT's Pre-Tax Profit (defined below) in excess, if any, of $2,000,000 (the "Threshold," as adjusted as provided in the following sentence), for the three years ended December 31, 1999, 2000 and 2001 (collectively, the "Earn-Out Period"), the Purchase Price shall be increased by an amount (the "First 2006 Earn-Out Amount," "First 2007 Earn-Out Amount," and "First 2008 Earn-Out Amount," as applicable, and, collectively, the "First Earn-Out Amounts") equal to (x) ten percent (10%) (the "First Earn-Out Percentage") of (y) the amount, if any, by which the Earn-Out Revenue for such calendar year, as finally determined under this Section 2.6, exceeds Two Hundred Million Dollars ($200,000,000) (the "First Earn-Out Hurdle"); provided, however, that in no event shall the total aggregate amount of all the First Earn-Out Payments payable Amounts exceed Ten Million Dollars ($10,000,000) (the "First Maximum Earn-Out Amount"). (ii) With respect to each calendar year in the Earn-Out Period, the Purchase Price shall be further increased by an amount (the "Second 2006 Earn-Out Amount," "Second 2007 Earn-Out Amount," and "Second 2008 Earn-Out Amount," as applicable, and, collectively, the "Second Earn-Out Amounts") equal to (x) ten percent (10%) (the "Second Earn-Out Percentage") of (y) the amount, if any, by which the Earn-Out Revenue for such calendar year, as finally determined under this Section 2.6, exceeds Two Hundred Fifty Million Dollars ($250,000,000) (the "Second Earn-Out Hurdle"); provided, however, that in no event shall the aggregate amount of the Second Earn-Out Amounts exceed Twenty Million Dollars ($20,000,000) (the "Second Maximum Earn-Out Amount"). (i) Commencing with the first quarter of fiscal year 2006, Buyer shall cause to be delivered within 50 days following the end of each fiscal quarter during the Earn-Out Period a calculation showing the computation of the interest expense allocated to Buyer's Capital Markets Business for such quarter, which shall not exceed an aggregate be based on average cost of $5,000,000; short-term borrowings applied to average inventory balances and provided, further, that no any such other adjustments consistent with the methodology described in the definition of "Earn-Out Payment shall be payable if Revenue". Not later than ten (i10) any Shareholder is then in breach in any material days after Buyer has filed its annual report on Form 10-K with respect of any representation, warranty, covenant or agreement contained herein or (ii) any write-down of OAOT's investment to each calendar year in the Company is required Earn-Out Period, Buyer shall cause to be prepared and delivered to Seller (x) the audited consolidated statements of income of Buyer and its Subsidiaries (the "Buyer Audited Income Statement") for such calendar year prepared in accordance with Statement Section 2.6(b)(ii), (y) a certificate of Financial Accounting Standards No. 121. The Threshold shall be increased the chief financial officer of Buyer setting forth a calculation, in each year reasonable detail based upon such Buyer Audited Income Statement, of the amount of the Earn-Out Period to which Revenue (the "Earn-Out Revenue Calculation") for such calendar year prepared in accordance with Section 2.6(b)(ii) and (z) a statement, in reasonable detail, setting forth the computation of the Earn-Out Payment relates Amounts (the "Earn-Out Amount Statement") for such calendar year. (ii) Buyer shall cause to be prepared the Buyer Audited Income Statement and the Earn-Out Revenue Calculation for each calendar year in the Earn-Out Period in accordance with GAAP and the accounting principles, procedures, policies and methods used by Buyer in connection with its audited consolidated statements of income included in Buyer's annual report on Form 10-K for the ratio obtained fiscal year ended December 31, 2004 consistently applied. From and after the Closing, in connection with the preparation and delivery of the Buyer Audited Income Statement and the Earn-Out Revenue Calculation for each calendar year in the Earn-Out Period and during the period of any dispute contemplated by dividing this Section 2.6, Buyer shall give, and use its reasonable best efforts to cause its advisors to give, Seller and its authorized representatives reasonable access to the relevant books and records, facilities and employees of Buyer (including the work papers of Buyer and its accountants relating to the preparation of such Earn-Out Revenue Calculations and the Earn-Out Amount Statements), subject to customary confidentiality and indemnity agreements, as may be necessary to enable Seller and its advisers to review such Earn-Out Revenue Calculations and the Earn-Out Amount Statements. (c) Within 25 days following its receipt of the Buyer Audited Income Statement, Earn-Out Revenue Calculation and Earn-Out Amount Statement for each calendar year in the Earn-Out Period, Seller shall deliver to Buyer either (i) its agreement as to the calculation of the Earn-Out Revenue and Earn-Out Amounts as set forth therein or (ii) a written dispute notice, specifying in reasonable detail the nature of its dispute of the calculation of the Earn-Out Revenue and Earn-Out Amounts as set forth therein; provided that Seller may dispute the calculation of the Earn-Out Revenue and Earn-Out Amounts as set forth therein only on the basis (A) that such calculations were not made in accordance with GAAP and the total shares accounting principles, procedures, policies and methods used by Buyer consistently applied or were made in breach of common stock Section 2.6(e) or (B) of OAOT ("OAOT Common Stock") issued arithmetic error; and, provided further, that the dispute shall not go as to matters regarding the reported audited results of Seller but only as to the derivation of the Earn-Out Revenue and outstanding Earn-Out Amounts from such audited results. During the 30 days after the delivery of a dispute notice to Buyer, Buyer and Seller shall attempt in good faith to resolve any such dispute and finally determine the Earn-Out Revenue and Earn-Out Amounts for such calendar year. If at the end of such 30-day period, Buyer and Seller have failed to reach agreement with respect to such dispute, the matter shall be submitted to a nationally recognized accounting firm that is not the principal independent auditor for either Buyer or Seller and is otherwise neutral and impartial; provided, however, that if Buyer and Seller are unable to select such other accounting firm within 45 days after delivery of a dispute notice to Buyer, either party may request the American Arbitration Association to appoint, within 20 Business Days from the date of such request, an independent public accountant with significant relevant experience and that is not the principal independent auditor for either Seller or Buyer. The accounting firm or accountant so selected shall be referred to herein as the "Earn-Out Accountant." The Earn-Out Accountant shall act as arbitrator and resolve the disputed portions of the calculation of the Earn-Out Revenue and Earn-Out Amounts as set forth in the Buyer Audited Income Statement, Earn-Out Revenue Calculation and Earn-Out Amount Statement for the applicable calendar year in the Earn-Out Period in accordance with the terms and conditions of this Agreement. In making such determination, the Earn-Out Accountant may only consider those items and amounts as to which Buyer and Seller have disagreed within the time periods and on the terms specified above and must resolve the matter in accordance with the terms and provisions of this Agreement; provided that the determination of the Earn-Out Accountant will neither be more favorable to Buyer than reflected in such Buyer Audited Income Statement, Earn-Out Revenue Calculation and Earn-Out Amount Statement nor more favorable to Seller than reflected in Seller's dispute notice. The Earn-Out Accountant shall deliver to Seller and Buyer, as promptly as practicable after its appointment, a written report setting forth the resolution of each disputed matter and its determination of the Earn-Out Revenue and Earn-Out Amounts set forth in such Buyer Audited Income Statement, Earn-Out Revenue Calculation and Earn-Out Amount Statement as determined in accordance with the terms of this Agreement. Such report shall be final and binding upon the Parties to the fullest extent permitted under applicable Laws and may be enforced in any court having jurisdiction. Each of Buyer and Seller shall bear all the fees and costs incurred by it in connection with this arbitration, except that all fees and expenses relating to the foregoing work by the Earn-Out Accountant shall be borne by Buyer and Seller in inverse proportion as they may prevail on the matters resolved by the Earn-Out Accountant, which proportionate allocation will also be determined by the Earn-Out Accountant and be included in the Earn-Out Accountant's written report. (d) On the second Business Day after the later of (x) the date Buyer and Seller agree to the calculation of the Earn-Out Revenue and Earn-Out Amounts set forth in the Buyer Audited Income Statement, Earn-Out Revenue Calculation and Earn-Out Amount Statement for each calendar year in the Earn-Out Period and (y) if Buyer and Seller are unable to agree on such calculation of Earn-Out Revenue and Earn-Out Amounts, the date that Buyer and Seller receives notice from the Earn-Out Accountant of the final determination of the amount(s) being so disputed, the Purchase Price shall be increased, on a U.S. dollar for dollar basis by an amount equal to such Earn-Out Payment relates Amounts. Any payment so required to be made by Buyer shall be by transfer of immediately available funds to an account or accounts specified in writing by Seller and shall bear interest from the end of the applicable calendar year through the date of payment at the prime lending rate as reported in The Wall Street Journal. (Bi) Until the total shares determination of OAOT Common Stock issued the 2008 Earn-Out Amounts, in the event Buyer reports the results of operations of Buyer's Capital Markets Business other than in its entirety within Buyer's Equity Capital Markets and outstanding Fixed Income Capital Markets segments or otherwise in a manner that differs in any material respect from the manner of reporting described in Buyer's annual report on Form 10-K for the fiscal year ended December 31, 2004, including in a manner that would reasonably be determined to adversely affect from Seller's point of view the computation of Earn-Out Revenue, then Buyer shall nonetheless prepare the Earn-Out Revenue Calculation on a basis consistent with the reporting in Buyer's annual report on Form 10-K for the fiscal year ended December 31, 2004, and shall prepare a reconciliation between the reported results for the Buyer's Capital Markets Business and the results as if they had been calculated in a manner consistent with the Buyer's annual report on Form 10-K for the fiscal year ended December 31, 2004, certified by the chief financial officer of June 30Buyer. Seller shall have a reasonable opportunity to review and dispute such calculation and reconciliation pursuant to Section 2.6(c). (ii) For all operational purposes and for all accounting and other financial reporting purposes for calculating the Earn-Out Revenue pursuant to this Section 2.6, 1998; Buyer shall, and shall cause its Subsidiaries to, operate Buyer's Capital Markets Business in a manner consistent with the past practice of Buyer in operating its own capital markets business segments prior to the Closing and shall not willfully take any action or omit to take any action to cause such business segments to be operated in a manner that would materially and adversely affect Seller's reasonable opportunity to be paid the Maximum Earn-Out Amounts, provided that such amount outstanding as of June 30, 1998 that the foregoing shall not be deemed to include (y) all sharesrequire Buyer to retain any particular personnel with regarding Buyer's Capital Markets Business. Without limiting the generality of the foregoing, if any, issued or Buyer shall make commercially reasonable efforts to cause Buyer's Capital Markets Business to be issued capitalized in connection manner consistent with OAOTthe past practice of Buyer in operating its own capital markets business segments prior to the Closing, subject to Buyer's proposed acquisition ability to make changes to such operational and capital practices in the ordinary course of Enterprise Technology Group Buyer's Capital Markets Business and (z) all shares consistent with prudent management of OAOT Common Stock issuable upon the exercise of vested and unexercised stock options outstanding as of June 30, 1998Buyer's Capital Markets Business. (bi) As used in this Section 2.8If, "Pre-Tax Profit" means income determined in accordance with GAAP applied on a consistent basis without taking into account any prior to the determination of the following items: (i) any adjustments for 2008 Earn-Out Payments; (ii) deductions or accruals for any federalAmounts, statea Sale Transaction shall occur, local or foreign income Taxes; (iii) net operating loss carryforwards or carrybacks; (iv) any change Buyer shall pay to Seller, concurrently with the consummation of the Sale Transaction, an amount in GAAP in comparison cash equal to those in effect at the Closing Time; and (v) any items that sum of the Maximum Earn-Out Amounts less the aggregate amount of the Earn-Out Amounts paid prior to such consummation, which amount would then be considered extraordinary items the final amount paid to Seller with respect to amounts payable under GAAPthis Section 2.6; provided, however, that if the business Sale Transaction occurs after the determination of OAOT as presently conducted is operated during any portion the 2007 Earn-Out Amounts but prior to the determination of the 2008 Earn-Out Amounts, the amount payable pursuant to this Section 2.6(f)(i) shall in no event exceed the lesser of (A) sum of the Maximum Earn-Out Amounts less the aggregate amount of the Earn-Out Period as a division Amounts paid prior to such consummation and (B) the greater of a corporation or other business entity other than OAOT(x) $10 million and (y) an amount equal to the sum of the 2008 Earn-Out Amounts if it were calculated based on the combined net revenues of Buyer's Capital Markets Business for calendar year 2008 through the date of consummation of the Sale Transaction (and giving effect to the proviso set forth in the definition of Earn-Out Revenue) annualized for the entire calendar year 2008. (ii) If, prior to the determination of the Pre2008 Earn-Tax Profit Out Amounts, Buyer shall include such adjustments as are deemed appropriate so cause or permit to occur any material transaction that the Pre-Tax Profit would be as close as possible does not constitute a Sale Transaction, or shall take or omit to the Pre-Tax Profit take any action, in either case that would have existed materially and adversely affect Seller's reasonable opportunity to be paid the sum of the Maximum Earn-Out Amounts, Buyer and Seller shall negotiate in good faith to determine what, if OAOT were operated as a separate corporation during that portion of any, modifications should be made to the Earn-Out Period at issuePercentages, the Earn-Out Hurdles and the Maximum Earn-Out Amounts to minimize any adverse effect to the Earn-Out Revenue that may result from such transaction, action or omission.

Earn-Out Payments. (a) Subject to the terms and conditions continued employment of this AgreementXxxxxx Xxxxxx with the Purchaser (except in the event of the death or disability of Xxxxxx Xxxxxx as set forth in Section 2.4(b) below), OAOT shall make additional cash payments in addition to the Shareholders Closing Payment, Purchaser shall pay to Xxxxxx Xxxxxx as compensation for services or his heirs or legal successors an amount equal to One Million One Hundred Thousand Dollars ($1,100,000) (the "“Retention Earn-Out”) and up to an additional Four Hundred Thousand Dollars ($400,000) (the “Performance Earn-Out”) over a three (3) year period commencing on the Closing Date on the schedule and subject to the conditions set forth on Schedule 2.4(a) attached hereto (the “Earn-Out Payments"”) in amounts equal subject however, to ten percent (10%) of OAOT's Pre-Tax Profit (defined below) in excess, if any, of $2,000,000 (the "Threshold," applicable federal and state income and employment tax withholding requirements. Except as adjusted as otherwise provided in the following sentenceSchedule 2.4(a), for in each case the three years ended December 31, 1999, 2000 and 2001 (collectively, the "Earn-Out Period"); Payments (including any Earn-Out Payments made under Section 2.4(b) below) shall be paid one-half in cash and one-half in shares of Purchaser’s Common Stock as determined by reference to Section 2.6 below. Each Earn-Out Payment amount (including any Earn-Out Payments made under section 2.4(b) below) shall be calculated as of the end of each period set forth in Schedule 2.4(b) (each, a “Calculation Date”) and shall be determined and paid to Xxxxxx Xxxxxx or his heirs or legal successors, promptly upon completion by Purchaser of all necessary accounting work, to be completed by Purchaser in the Ordinary Course, but in no event longer than 45 days from the applicable Calculation Date. In addition to the Earn-Out Payments, Xxxxxx Xxxxxx shall be eligible to receive as compensation the “Over-Achievement Bonus” as set forth in Schedule 2.4 (a) subject however, to applicable federal and state income and employment tax withholding requirements. (b) No Earn-Out Payment will be made for any period in which Xxxxxx Xxxxxx is not an employee of the Purchaser on the applicable Calculation Date, provided, however, that in the total event of all termination of Xxxxxx Xxxxxx’x employment due to the death or disability (as defined in the Employment Agreement attached hereto as Exhibit C) of Xxxxxx Xxxxxx, or in the event the Purchaser terminates Xxxxxx Xxxxxx’x employment without Cause (as defined in the Employment Agreement), Xxxxxx Xxxxxx terminates his employment for Good Reason (as defined in the Employment Agreement), or Xxxxxx Xxxxxx’x employment is terminated upon a Change in Control (as defined in the Employment Agreement), as compensation, the Purchaser shall pay to Xxxxxx Xxxxxx or his heirs or legal successors as of each subsequent Calculation Date as compensation for services subject however, to applicable federal and state income and employment tax withholding requirements, the Retention Earn-Out Payments amount that would have been payable for to Xxxxxx Xxxxxx as compensation as of such Calculation Date and the Performance Earn-Out Period shall not exceed an aggregate of $5,000,000; and provided, further, that no Earn-Out Payment shall be payable if (i) any Shareholder is then in breach in any material respect of any representation, warranty, covenant or agreement contained herein or (ii) any write-down of OAOT's investment in the Company is required in accordance with Statement of Financial Accounting Standards No. 121. The Threshold shall be increased in each year of the Earn-Out Period to which the Earn-Out Payment relates by the ratio obtained by dividing (A) the total shares of common stock of OAOT ("OAOT Common Stock") issued and outstanding at the end of the year to which such Earn-Out Payment relates by (B) the total shares of OAOT Common Stock issued and outstanding as of June 30, 1998; provided that such amount outstanding as of June 30, 1998 shall be deemed to include (y) all shares, if any, issued or to be issued in connection with OAOT's proposed acquisition of Enterprise Technology Group and (z) all shares of OAOT Common Stock issuable upon the exercise of vested and unexercised stock options outstanding as of June 30, 1998. (b) As used in this Section 2.8, "Pre-Tax Profit" means income determined in accordance with GAAP applied on a consistent basis without taking into account any of the following items: (i) any adjustments for Earn-Out Payments; (ii) deductions or accruals for any federal, state, local or foreign income Taxes; (iii) net operating loss carryforwards or carrybacks; (iv) any change in GAAP in comparison to those in effect at the Closing Time; and (v) any items that would be considered extraordinary items under GAAP; provided, however, that if the business of OAOT as presently conducted is operated during any portion of the Earn-Out Period as a division of a corporation or other business entity other than OAOT, the determination of the Pre-Tax Profit shall include such adjustments as are deemed appropriate so that the Pre-Tax Profit would be as close as possible to the Pre-Tax Profit that would have existed been payable to Xxxxxx Xxxxxx as of such Calculation Date if OAOT were operated as a separate corporation during that portion of the Earn-Out Period at issuemaximum Approved Sales Orders Targets had been met.

Earn-Out Payments. (a) Subject to For the terms and conditions of this AgreementAnnual Period ending on December 31, OAOT shall make additional cash payments to the Shareholders 2007 (the "First Earn-Out PaymentsYear"), Parent shall pay the Sellers (pro rata according to their respective Sellers Percentage Interest) in amounts an Earn-Out Payment equal to ten percent FOUR HUNDRED PER CENT (10400%) of OAOT's Pre-Tax Profit that portion of EBITDA in excess of THREE MILLION NINE HUNDRED THOUSAND DOLLARS (defined below$3,900,000) in excess, if any, of $2,000,000 (the "Threshold," as adjusted as provided in the following sentence), for the three years ended December 31, 1999, 2000 and 2001 (collectively, the "First Earn-Out PeriodPayment"); provided, however, that the total of all Earn-Out Payments payable for the Earn-Out Period shall not exceed an aggregate of $5,000,000; and provided, further, that no Earn-Out Payment otherwise payable under this Section 4(a) shall be payable if reduced: (i) any Shareholder is then in breach in any material respect by one-third if the Company has not opened three or more new clinics (net of any representation, warranty, covenant or agreement contained herein clinics closed during such period) during the First Earn-Out Year; or (ii) any writeby two-down of OAOT's investment in thirds if the Company is required in accordance with Statement has not opened at least two new clinics (net of Financial Accounting Standards No. 121. The Threshold shall be increased in each year of any clinics closed during such period) during the First Earn-Out Period Year; or (iii) to which zero if the Company has not opened any new clinics (net of any clinics closed during such period) during the First Earn-Out Payment relates by Year. For the ratio obtained by dividing (A) avoidance of doubt, the total shares of common stock of OAOT ("OAOT Common Stock") issued and outstanding at clinic opened in St. Louis in 2007 prior to the end completion of the year sale of the Company to which such Buyer shall qualify as a clinic opened during the First Earn-Out Payment relates by (B) the total shares of OAOT Common Stock issued and outstanding as of June 30, 1998; provided that such amount outstanding as of June 30, 1998 shall be deemed to include (y) all shares, if any, issued or to be issued in connection with OAOT's proposed acquisition of Enterprise Technology Group and (z) all shares of OAOT Common Stock issuable upon the exercise of vested and unexercised stock options outstanding as of June 30, 1998Year. (b) As used For the Annual Period ending on December 31, 2008 (the "Second Earn-Out Year") Parent shall pay the Sellers (pro rata according to their respective Sellers Percentage Interest) an Earn-Out Payment equal to FOUR HUNDRED PER CENT (400%) of that portion of EBITDA in excess of FOUR MILLION THREE HUNDRED THOUSAND DOLLARS ($4,300,000) (the "Second Earn-Out Payment"); provided, however that the Second Earn-Out Payment otherwise payable under this Section 2.8, "Pre-Tax Profit" means income determined in accordance with GAAP applied on a consistent basis without taking into account any of the following items4(b) shall be reduced: (i) by one-fourth if the Company has not opened eight or more new clinics (net of any adjustments clinics closed during such period) during the Earn-Out Years; or (ii) by one-half if the Company has not opened at least seven new clinics (net of any clinics closed during such period) during the Earn-Out Years; or (iii) by three-fourths if the Company has not opened at least six new clinics (net of any clinics closed during such period) during the Earn-Out Years; or (iv) to zero if the Company has opened five or fewer clinics (net of any clinics closed during such period) during the Earn-Out Years. The Company's Chief Executive Officer shall prepare a detailed schedule and timeline for the opening of new clinics in the Second Earn-Out Year which shall be presented to Parent and updated regularly. Such schedule shall provide for at least one new clinic to open in each quarter of the Second Earn-Out Year and the Company and the Chief Executive Officer of the Company will use their best efforts to cause such new clinics to open in accordance with such schedule. As used herein, "Earn-Out Years" shall mean the First Earn-Out Year and the Second Earn-Out Year together; and "Earn-Out Payments; (ii) deductions or accruals for any federal, state, local or foreign income Taxes; (iii) net operating loss carryforwards or carrybacks; (iv) any change in GAAP in comparison to those in effect at " shall mean the Closing Time; and (v) any items that would be considered extraordinary items under GAAP; provided, however, that if the business of OAOT as presently conducted is operated during any portion of the First Earn-Out Period as a division of a corporation or other business entity other than OAOT, Payment and the determination of the Pre-Tax Profit shall include such adjustments as are deemed appropriate so that the Pre-Tax Profit would be as close as possible to the Pre-Tax Profit that would have existed if OAOT were operated as a separate corporation during that portion of the Second Earn-Out Period at issuePayment, together.

Earn-Out Payments. (a) Subject Following the Closing, Buyer shall pay to Sellers, in addition to the terms and conditions of this Agreement, OAOT shall make additional cash payments to the Shareholders Base Purchase Price (the "Earn-Out Payments") in amounts equal to ten percent (10%) of OAOT's Pre-Tax Profit (defined below) in excess, if any, of $2,000,000 (the "Threshold," as adjusted as provided in the following sentenceit may be adjusted), in each case in accordance with their respective Consideration Percentages, additional consideration for the three years ended acquisition of the Equity based on the performance of the Acquired Companies and the occurrence of certain other events described herein during each calendar year between January 1, 2022 and December 31, 1999, 2000 and 2001 2026 (collectivelysuch five-year period, the "“Aggregate Earn-Out Period"” and each calendar year during such period, an “Annual Earn-Out Period”). With respect to each Annual Earn-Out Period, if the Aggregate IFO during such Annual Earn-Out Period exceeds the Aggregate IFO threshold for such Annual Earn-Out Period as set forth below (the “IFO Threshold”), the Sellers shall be paid an amount equal to thirty percent (30%) of the amount by which the Aggregate IFO during such Annual Earn-Out Period exceeds such IFO Threshold (the “Earn-Out Payment”); providedprovided that in no event shall the Earn- Out Payments exceed $20,000,000 (the “Earn-Out Cap”) for the Aggregate Earn-Out Period. The IFO Thresholds are $32.7 million, however$36.0 million, that $39.6 million, $43.5 million and $47.9 million for the total of all Annual Earn-Out Periods ending on December 31, 2022, December 31, 2023, December 31, 2024, December 31, 2025 and December 31, 2026, respectively. Notwithstanding anything herein to the contrary, no Seller shall be entitled to receive any Earn-Out Payment (other than Earn-Out Payments payable for already received) if during the Aggregate Earn-Out Period shall not exceed an aggregate of $5,000,000; and provided, further, that no Earn-Out Payment shall be payable if (i) any Shareholder Xx. Xxxxxxx’x employment with Xxxxxxx LLC following the Closing is then terminated for Cause (as defined in breach in any material respect of any representation, warranty, covenant or agreement contained herein the Xxxxxxx Employment Agreement) or (ii) any write-down of OAOT's investment in Xx. Xxxxxxx voluntarily resigns from his employment with Xxxxxxx LLC following the Company is required Closing in accordance with Statement of Financial Accounting Standards No. 121. The Threshold shall be increased in each year Section 8.1 of the Earn-Out Period to which the Earn-Out Payment relates by the ratio obtained by dividing (A) the total shares of common stock of OAOT ("OAOT Common Stock") issued and outstanding at the end of the year to which such Earn-Out Payment relates by (B) the total shares of OAOT Common Stock issued and outstanding as of June 30, 1998; provided that such amount outstanding as of June 30, 1998 shall be deemed to include (y) all shares, if any, issued or to be issued in connection with OAOT's proposed acquisition of Enterprise Technology Group and (z) all shares of OAOT Common Stock issuable upon the exercise of vested and unexercised stock options outstanding as of June 30, 1998Xxxxxxx Employment Agreement. (b) As used in this Section 2.8Within five (5) Business Days following the filing of Buyer’s Form 10-K, "Pre-Tax Profit" means income determined in accordance with GAAP applied on Buyer shall deliver to Sellers Representative a consistent basis without taking into account any of statement (the following items: (i) any adjustments for “Earn-Out Payments; (iiPayment Statement”) deductions or accruals that sets forth Buyer’s calculation of Aggregate IFO for any federal, state, local or foreign income Taxes; (iii) net operating loss carryforwards or carrybacks; (iv) any change in GAAP in comparison to those in effect at the Closing Time; and (v) any items that would be considered extraordinary items under GAAP; provided, however, that if the business of OAOT as presently conducted is operated during any portion of the prior calendar year’s Annual Earn-Out Period as a division Period; provided that in the event the Buyer’s Form 10-K is delayed past March 30 of a corporation or other business entity other than OAOT, the determination of the Pre-Tax Profit shall include such adjustments as are deemed appropriate so that the Pre-Tax Profit would be as close as possible to the Pre-Tax Profit that would have existed if OAOT were operated as a separate corporation during that portion of the Earn-Out Period at issue.the

Earn-Out Payments. (a) Subject 3.3.1 In addition to the terms Closing Payment set forth in Section 3.1, and conditions of this Agreement, OAOT shall make additional cash payments subject to the Shareholders conditions set forth in this Section 3.3, Purchaser will make payments (each, an “Earn Out Payment” and collectively, the “Earn Out Payments”) to the Partnership in an amount of up to Three Million Seven Hundred Fifty Thousand Dollars ($3,750,000) in the aggregate (the "Earn-“Earn Out Payments"Maximum”) in amounts during the period from the Closing Date through the earlier of October 31, 2010 or the expiration of the Measurement Period during which an Earn Out Payment is earned (and subsequently paid) such that the aggregate amount of Earn Out Payments equals the Earn Out Maximum (the “Earn Out Period”). 3.3.2 The amount of each Earn Out Payment will be equal to ten percent (10%) *** for each 12-month period beginning November 1 and ending October 31 of OAOT's Pre-Tax Profit (defined below) in excess, if any, of $2,000,000 (the "Threshold," as adjusted as provided in the following sentenceyear (each such period, a “Measurement Period”)***. Purchaser will deliver each Earn Out Payment to the Partnership on January 1 following the end of each Measurement Period. Provided that the economics of the Earn Out Payments are unaffected, the Seller Entities and Purchaser may mutually agree at any point after the Closing to re-define the Measurement Periods for purposes of calculating the Earn Out Payments as commencing on January 1 and ending on December 31 of the following year (except with respect to the final Measurement Period, which will end on October 31 of the applicable year), in which case each Earn Out Payment will be delivered no later than March 31 following the end of each such re-defined Measurement Period (except with respect to the final Measurement Period, for which the three years ended December 31payment date will remain January 1). The amount of any Earn Out Payment will be unlimited, 1999subject only to the Earn Out Maximum. Accordingly, 2000 after the aggregate amount of Earn Out Payments equals the Earn Out Maximum, no subsequent Earn Out Payments otherwise capable of being earned during the Earn Out Period will be due and 2001 payable. *** 3.3.3 Within sixty (60) days after the end of each quarter 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 calculation of Gross Margin, Gross Profit, Gross Revenue and Cost of Services (collectively, the "Earn-“Earn Out Period"Accounting”); provided. Purchaser will pay all reasonable expenses in connection with the 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, however, that the total of all Earn-any Earn Out Payments payable for (or portion thereof) earned pursuant to the Earn-terms of this Section 3.3 will be accompanied by the applicable Earn Out Period shall not exceed an aggregate of $5,000,000; Accounting and provided, further, that no Earn-Out Payment shall will be payable if (i) any Shareholder is then paid in breach in any material respect of any representation, warranty, covenant or agreement contained herein or (ii) any write-down of OAOT's investment in cash by Purchaser to the Company is required Partnership in accordance with Statement of Financial Accounting Standards No. 121written payment instructions received by Purchaser from the Partnership no later than ten (10) days before the Earn Out Payment is due (the “Delivery Instructions”). The Threshold shall be increased in each year of Delivery Instructions will specify the Earn-Out Period address to which the Earn-Out Payment relates by the ratio obtained by dividing (A) the total shares of common stock of OAOT ("OAOT Common Stock") issued and outstanding at the end of the year to which such Earn-Out Payment relates by (B) the total shares of OAOT Common Stock issued and outstanding as of June 30, 1998; provided that a check for such amount outstanding as will be sent (or appropriate account and other information for purposes of June 30, 1998 shall be deemed to include (y) all shares, if any, issued or to be issued in connection with OAOT's proposed acquisition delivery of Enterprise Technology Group and (z) all shares such amount by wire transfer of OAOT Common Stock issuable upon the exercise of vested and unexercised stock options outstanding as of June 30, 1998immediately available funds). (b) As used in this Section 2.8, "Pre-Tax Profit" means income determined in accordance with GAAP applied on a consistent basis without taking into account any of the following items: (i) any adjustments for Earn-Out Payments; (ii) deductions or accruals for any federal, state, local or foreign income Taxes; (iii) net operating loss carryforwards or carrybacks; (iv) any change in GAAP in comparison to those in effect at the Closing Time; and (v) any items that would be considered extraordinary items under GAAP; provided, however, that if the business of OAOT as presently conducted is operated during any portion of the Earn-Out Period as a division of a corporation or other business entity other than OAOT, the determination of the Pre-Tax Profit shall include such adjustments as are deemed appropriate so that the Pre-Tax Profit would be as close as possible to the Pre-Tax Profit that would have existed if OAOT were operated as a separate corporation during that portion of the Earn-Out Period at issue.