Common use of Earn-Out Clause in Contracts

Earn-Out. As additional consideration for the Purchase, Buyer agrees to pay Sellers a one-time payment of up to an additional Twenty-Five Million Dollars ($25,000,000.00) (the “Earn-Out Payment”), as follows: (i) The Earn-out Payment shall be Seven Million Five Hundred Thousand Dollars ($7,500,000.00) if Platinum Vape earns Revenue of at least Eighty Million Dollars ($80,000,000.00) but less than Ninety Million Dollars ($90,000,000.00) within the twelve (12) months immediately following the Closing Date (the “Earn-out Period”); (ii) The Earn-out Payment shall be Fifteen Million Dollars ($15,000,000.00) if Platinum Vape earns Revenue of at least Ninety Million Dollars ($90,000,000.00) but less than One Hundred Million Dollars ($100,000,000.00) within the Earn-out Period; and (iii) The Earn-out Payment shall be Twenty Five Million Dollars ($25,000,000.00) if Platinum Vape earns Revenue of more than One Hundred Million Dollars ($100,000,000.00) within the Earn-out Period. (iv) As a condition to earning the Earn-Out Payment, both of the following must be true: (x) the Company’s EBIT for the Earn-out Period was at least fifteen percent (15%) of Revenue during the Earn-out Period, and (y) Sellers have continued to be employed by RWB or any Company for the entire the Earn-out Period; unless, Sellers resigned for “Good Reason” or were terminated without “Cause,” pursuant to their respective Employment Agreements. (v) Procedures for Determination of Earn-out Payments. (A) On or prior to the date that is ten (10) business days after the end of the Earn-out Period (the “Earn-out Calculation Delivery Date”), Buyer shall prepare and deliver to Sellers a written statement (the “Earn-out Calculation Statement”) setting forth in reasonable detail its determination of Revenue for the Earn-out Period, EBIT for the Earn-out Period, and its calculation of the resulting Earn-out Payment, if any (the “Earn-out Calculation”). (B) Seller shall have ten (10) business days after receipt of the Earn- out Calculation Statement (the “Earn-out Review Period”) to review the Earn-out Calculation Statement and the Earn-out Calculation set forth therein. During the Earn-out Review Period, Sellers and their representatives shall have the right to inspect the Company’s books and records during normal business hours at the Company’s offices. Prior to the expiration of the Earn-out Review Period, Sellers may object to the Earn-out Calculation set forth in the Earn-out Calculation Statement by delivering a written notice of objection (an “Earn-out Calculation Objection Notice”) to Buyer. Any Earn-out Calculation Objection Notice shall specify the items in the applicable Earn-out Calculation disputed by Sellers and shall describe in reasonable detail the basis for such objection, as well as the amount in dispute. If Sellers fail to deliver an Earn-out Calculation Objection Notice to Buyer prior to the expiration of the Earn-out Review Period, then the Earn-out Calculation set forth in the Earn-out Calculation Statement shall be final and binding on the Parties. If Sellers timely deliver an Earn-out Calculation Objection Notice, Buyer and Sellers shall work with the Company’s external auditors and negotiate in good faith to resolve the disputed items and agree upon the resulting amounts of the EBIT, Revenue and Earn-out Payment. If Buyer and Sellers are unable to reach agreement within ten (10) business days after such an Earn-out Calculation Objection Notice has been given, all unresolved disputed items shall be promptly referred to an impartial nationally recognized firm of independent certified public accountants, other than Sellers’ accountants or Buyer’s accountants, appointed by mutual agreement of Buyer and Sellers (the “Independent Accountant”). The Independent Accountant shall be directed to render a written report on the unresolved disputed items with respect to the applicable Earn-out Calculation as promptly as practicable, but in no event later than thirty (30) days after such submission to the Independent Accountant, and to resolve only those unresolved disputed items set forth in the Earn-out Calculation Objection Notice. If unresolved disputed items are submitted to the Independent Accountant, Buyer and Sellers shall each furnish to the Independent Accountant such work papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Accountant may reasonably request. The Independent Accountant shall resolve the disputed items based solely on the applicable definitions and other terms in this Agreement and the presentations by Buyer and Sellers, and not by independent review. The resolution of the dispute and the calculation of EBIT and/or Revenue that is the subject of the applicable Earn-out Calculation Objection Notice by the Independent Accountant shall be final and binding on the parties hereto. The fees and expenses of the Independent Accountant shall be borne by 50% by the Buyer and 50% by the Sellers. (vi) The Earn-Out Payment shall be due and payable to Sellers within fifteen (15) days after the date on which Sellers and Buyer have agreed upon the amount of the Earn-Out Payment in accordance with Section 2(c)(v). The Earn-Out Payment shall be payable in cash, cash equivalent, RWB Shares (or other class of RWB common shares that is being traded on public markets at the time of determination), or any combination of the foregoing, such class of stock issued being agreed to by Sellers and RWB in writing. For any portion of the Earn-Out Payment paid in RWB Shares, the number of RWB Shares due will be calculated by dividing the applicable amount of the Earn-Out Payment by the five (5)- day VWAP of RWB’s Shares for the final five (5) trading days in the Earn-out Period. Payment of any Earn-Out Payment in RWB Shares or other securities to a Seller must be agreed to in writing by the Seller and RWB. Buyer Parties shall have the right to withhold and set off against any amount otherwise due to be paid pursuant to this Section 2(c) the amount of any amount subject to offset under Section 6(e). The Parties hereto understand and agree that (i) the contingent rights to receive any Earn-out Payment shall not be represented by any form of certificate or other instrument, are not transferable, except by operation of Applicable Laws relating to descent and distribution, divorce and community property, and do not constitute an equity or ownership interest in any Buyer Party, (ii) no Seller shall have any rights as a securityholder of any Buyer Party solely as a result of Seller’s contingent right to receive any Earn-out Payment hereunder (unless and until such Earn-out Payment is paid in RWB Shares as set forth herein), and (iii) no interest is payable with respect to any Earn-out Payment.

Earn-Out. As additional consideration for the Purchase, Buyer agrees to pay Sellers a one-time payment of up to an additional Twenty-Five Million Dollars ($25,000,000.00a) (the “Earn-Out Payment”). In addition to the Initial Consideration, Merger Sub and the Acquiror agree to pay, as follows: set forth below, if and when earned, an earned payout amount (ithe "Earn-Out Payment") equal to shares of Acquiror Common Stock having a Fair Market Value equal to $3,500,000 (subject to adjustment as set forth below) (the "Earn-Out Shares") if the Net Product Revenues during the fifteen (15) month period commencing on April 1, 2006 and ending June 30, 2007 (the "Earn-Out Period") equals or exceeds $4,200,000 (the "Target Revenue"). In the event that the Target Revenue is less than $4,200,000, then the Earn-Out Payment shall be reduced by the same percentage that the actual Net Product Revenue (the "Actual Revenue") is less than the Target Revenue; provided, however if the Actual Revenue is less than $1,200,000 then the Earn-Out Payment shall be reduced to zero (0). In addition, the Earn-Out Payment will be reduced dollar for dollar for expenses that exceed the expense budget for the Earn-Out Period as agreed upon by Acquiror and the Company. In no event shall the Earn-Out Payment exceed $3,500,000. The Earn-out Payment Out Shares shall be Seven Million Five Hundred Thousand Dollars issued by the Acquiror within fifteen ($7,500,000.0015) if Platinum Vape earns days of the determination that the Target Revenue of at least Eighty Million Dollars amount has been achieved, whether or not fifteen ($80,000,000.00) but less than Ninety Million Dollars ($90,000,000.00) within the twelve (1215) months immediately following shall have passed from April 1, 2006. Subject to the condition that the Stockholders' Agent provides Acquiror with written evidence that within thirty (30) days of the Closing Date (100% of the “Earn-out Period”); (ii) The Earn-out Payment shall be Fifteen Million Dollars ($15,000,000.00) if Platinum Vape earns Revenue unanimous written consent of at least Ninety Million Dollars ($90,000,000.00) but less than One Hundred Million Dollars ($100,000,000.00) within the Earn-out Period; and (iii) The Earn-out Payment shall be Twenty Five Million Dollars ($25,000,000.00) if Platinum Vape earns Revenue Company Stockholders authorized the following allocation of more than One Hundred Million Dollars ($100,000,000.00) within the Earn-out Period. (iv) As a condition to earning the Earn-Out Payment, both of the following must be trueif any: (xA) the Company’s EBIT for the first $875,000 of Earn-out Period was at least fifteen percent (15%) of Revenue during Out Shares, if any, shall be paid to the Earn-out PeriodCompany Stockholders, and (yB) Sellers have continued to be employed by RWB or any Company for the entire remaining balance, if any, of the Earn-out Period; unless, Sellers resigned for “Good Reason” or were terminated without “Cause,” pursuant to their respective Employment Agreements. (v) Procedures for Determination $3,500,000 of Earn-out Payments. (A) On Out Shares or prior to the date that is ten (10) business days after the end of the Earn-out Period (the “Earn-out Calculation Delivery Date”), Buyer shall prepare and deliver to Sellers a written statement (the “Earn-out Calculation Statement”) setting forth in reasonable detail its determination of Revenue for the Earn-out Period, EBIT for the Earn-out Period, and its calculation of the resulting Earn-out Paymentsuch lessor amount, if any (the “Earn-out Calculation”). (B) Seller any, shall have ten (10) business days after receipt of the Earn- out Calculation Statement (the “Earn-out Review Period”) be paid to review the Earn-out Calculation Statement and the Earn-out Calculation set forth therein. During the Earn-out Review Period, Sellers and their representatives shall have the right an escrow account to inspect be established by the Company’s books and records during normal business hours at 's current management. In the Company’s offices. Prior to event written evidence of such authorization is not provided, the expiration of the Earn-out Review Period, Sellers may object to the Earn-out Calculation set forth in the Earn-out Calculation Statement by delivering a written notice of objection (an “Earn-out Calculation Objection Notice”) to Buyer. Any Earn-out Calculation Objection Notice shall specify the items in the applicable Earn-out Calculation disputed by Sellers and shall describe in reasonable detail the basis for such objection, as well as the amount in dispute. If Sellers fail to deliver an Earn-out Calculation Objection Notice to Buyer prior to the expiration of the Earn-out Review Period, then the Earn-out Calculation set forth in the Earn-out Calculation Statement shall be final and binding on the Parties. If Sellers timely deliver an Earn-out Calculation Objection Notice, Buyer and Sellers shall work with the Company’s external auditors and negotiate in good faith to resolve the disputed items and agree upon the resulting amounts of the EBIT, Revenue and Earn-out Payment. If Buyer and Sellers are unable to reach agreement within ten (10) business days after such an Earn-out Calculation Objection Notice has been given, all unresolved disputed items shall be promptly referred to an impartial nationally recognized firm of independent certified public accountants, other than Sellers’ accountants or Buyer’s accountants, appointed by mutual agreement of Buyer and Sellers (the “Independent Accountant”). The Independent Accountant shall be directed to render a written report on the unresolved disputed items with respect to the applicable Earn-out Calculation as promptly as practicable, but in no event later than thirty (30) days after such submission to the Independent Accountant, and to resolve only those unresolved disputed items set forth in the Earn-out Calculation Objection Notice. If unresolved disputed items are submitted to the Independent Accountant, Buyer and Sellers shall each furnish to the Independent Accountant such work papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Accountant may reasonably request. The Independent Accountant shall resolve the disputed items based solely on the applicable definitions and other terms in this Agreement and the presentations by Buyer and Sellers, and not by independent review. The resolution of the dispute and the calculation of EBIT and/or Revenue that is the subject of the applicable Earn-out Calculation Objection Notice by the Independent Accountant shall be final and binding on the parties hereto. The fees and expenses of the Independent Accountant shall be borne by 50% by the Buyer and 50% by the Sellers. (vi) The Earn-Out Payment shall be due and payable paid to Sellers within fifteen (15) days after the date on which Sellers and Buyer have agreed upon the amount of the Earn-Out Payment in accordance with Section 2(c)(v). The Earn-Out Payment shall be payable in cash, cash equivalent, RWB Shares (or other class of RWB common shares that is being traded on public markets at the time of determination), or any combination of the foregoing, such class of stock issued being agreed to by Sellers and RWB in writing. For any portion of the Earn-Out Payment paid in RWB Shares, the number of RWB Shares due will be calculated by dividing the applicable amount of the Earn-Out Payment by the five (5)- day VWAP of RWB’s Shares for the final five (5) trading days in the Earn-out Period. Payment of any Earn-Out Payment in RWB Shares or other securities to a Seller must be agreed to in writing by the Seller and RWB. Buyer Parties shall have the right to withhold and set off against any amount otherwise due to be paid pursuant to this Section 2(c) the amount of any amount subject to offset under Section 6(e). The Parties hereto understand and agree that (i) the contingent rights to receive any Earn-out Payment shall not be represented by any form of certificate or other instrument, are not transferable, except by operation of Applicable Laws relating to descent and distribution, divorce and community property, and do not constitute an equity or ownership interest in any Buyer Party, (ii) no Seller shall have any rights as a securityholder of any Buyer Party solely as a result of Seller’s contingent right to receive any Earn-out Payment hereunder (unless and until such Earn-out Payment is paid in RWB Shares as set forth herein), and (iii) no interest is payable with respect to any Earn-out PaymentCompany's Stockholders.

Earn-Out. As additional consideration for 3.3.1 In addition to the PurchaseInitial Payment and the Second Payment, Buyer agrees shall pay to pay Sellers a one-time payment of up to an additional Twenty-Five Million Seller four payments (the "EARNOUT PREPAYMENT(S)") as follows: (i) on March 31, 2010, One Hundred Thousand U.S. Dollars ($25,000,000.00) (the “Earn-Out Payment”100,000.00), as follows: (iii) The Earn-out Payment shall be Seven Million on June 30, 2010, Five Hundred Thousand U.S. Dollars ($7,500,000.00500,000.00), (iii) if Platinum Vape earns Revenue of at least Eighty Million on September 30, 2010, Seven Hundred Thousand U.S. Dollars ($80,000,000.00700,000.00) but less than Ninety Million and (iv) on December 31, 2010, Seven Hundred Thousand U.S. Dollars ($90,000,000.00700,000.00). For the avoidance of doubt, the Earnout Prepayments shall not be subject to the GP Milestones (as defined below) within the twelve (12) months immediately following the Closing Date (the “Earn-out Period”); (ii) The Earn-out Payment shall be Fifteen Million Dollars ($15,000,000.00) if Platinum Vape earns Revenue of at least Ninety Million Dollars ($90,000,000.00) but less than One Hundred Million Dollars ($100,000,000.00) within the Earn-out Period; and (iii) The Earn-out Payment shall be Twenty Five Million Dollars ($25,000,000.00) if Platinum Vape earns Revenue of more than One Hundred Million Dollars ($100,000,000.00) within the Earn-out Period. (iv) As a condition to earning the Earn-Out Payment, both of the following must be true: (x) the Company’s EBIT for the Earn-out Period was at least fifteen percent (15%) of Revenue during the Earn-out Period, and (y) Sellers have continued to be employed by RWB or any Company for the entire the Earn-out Period; unless, Sellers resigned for “Good Reason” other adjustments or were terminated without “Cause,” pursuant to their respective Employment Agreements. refunds (v) Procedures for Determination of Earn-out Payments. (A) On or prior to the date that is ten (10) business days after the end of the Earn-out Period (the “Earn-out Calculation Delivery Date”), Buyer shall prepare and deliver to Sellers a written statement (the “Earn-out Calculation Statement”) setting forth in reasonable detail its determination of Revenue for the Earn-out Period, EBIT for the Earn-out Period, and its calculation of the resulting Earn-out Payment, if any (the “Earn-out Calculation”). (B) Seller shall have ten (10) business days after receipt of the Earn- out Calculation Statement (the “Earn-out Review Period”) to review the Earn-out Calculation Statement and the Earn-out Calculation set forth therein. During the Earn-out Review Period, Sellers and their representatives shall have the right to inspect the Company’s books and records during normal business hours at the Company’s offices. Prior to the expiration of the Earn-out Review Period, Sellers may object to the Earn-out Calculation set forth in the Earn-out Calculation Statement by delivering a written notice of objection (an “Earn-out Calculation Objection Notice”) to Buyer. Any Earn-out Calculation Objection Notice shall specify the items in the applicable Earn-out Calculation disputed by Sellers and shall describe in reasonable detail the basis for such objection, as well as the amount in dispute. If Sellers fail to deliver an Earn-out Calculation Objection Notice to Buyer prior to the expiration of the Earn-out Review Period, then the Earn-out Calculation set forth in the Earn-out Calculation Statement shall be final and binding on the Parties. If Sellers timely deliver an Earn-out Calculation Objection Notice, Buyer and Sellers shall work with the Company’s external auditors and negotiate in good faith to resolve the disputed items and agree upon the resulting amounts of the EBIT, Revenue and Earn-out Payment. If Buyer and Sellers are unable to reach agreement within ten (10) business days after such an Earn-out Calculation Objection Notice has been given, all unresolved disputed items shall be promptly referred to an impartial nationally recognized firm of independent certified public accountants, other than Sellers’ accountants or Buyer’s accountants, appointed by mutual agreement of Buyer and Sellers (the “Independent Accountant”). The Independent Accountant shall be directed to render a written report on the unresolved disputed items with respect to the applicable Earn-out Calculation as promptly as practicable, but in no event later than thirty (30) days after such submission to the Independent Accountant, and to resolve only those unresolved disputed items set forth in the Earn-out Calculation Objection Notice. If unresolved disputed items are submitted to the Independent Accountant, Buyer and Sellers shall each furnish to the Independent Accountant such work papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Accountant may reasonably request. The Independent Accountant shall resolve the disputed items based solely on the applicable definitions and other terms in this Agreement and the presentations by Buyer and Sellers, and not by independent review. The resolution of the dispute and the calculation of EBIT and/or Revenue that is the subject of the applicable Earn-out Calculation Objection Notice by the Independent Accountant shall be final and binding on the parties hereto. The fees and expenses of the Independent Accountant shall be borne by 50% by the Buyer and 50% by the Sellers. (vi) The Earn-Out Payment shall be due and payable to Sellers within fifteen (15) days after the date on which Sellers and Buyer have agreed upon the amount of the Earn-Out Payment in accordance with Section 2(c)(v3.3.2 or Section 10 hereof). The Earn-Out . 3.3.2 In addition to the Initial Payment, the Second Payment and the Earnout Prepayments, Buyer shall be pay to Seller additional contingent payments of up to a maximum of (including any Earnout Prepayments actually paid to Seller) Ten Million U.S. Dollars ($10,000,000.00) (the "EARNOUT PAYMENT(S)"), payable in cash, cash equivalent, RWB Shares (or other class of RWB common shares that is being traded on public markets at performance installments calculated according to the time of determination), or any combination of the foregoing, such class of stock issued being agreed to by Sellers and RWB in writing. For any portion of the Earn-Out Payment paid in RWB Shares, the number of RWB Shares due will be calculated by dividing the applicable amount of the Earn-Out Payment by the five (5)- day VWAP of RWB’s Shares for the final five (5) trading days in the Earn-out Period. Payment of any Earn-Out Payment in RWB Shares or other securities to a Seller must be agreed to in writing by the Seller and RWB. Buyer Parties shall have the right to withhold and set off against any amount otherwise due to be paid pursuant to this Section 2(c) the amount of any amount subject to offset under Section 6(e). The Parties hereto understand and agree that Gross Profit recognized during (i) the contingent rights to receive any Earntwelve-out Payment shall not be represented by any form of certificate or other instrumentmonth period ending March 31, are not transferable, except by operation of Applicable Laws relating to descent 2011 (the "FIRST EARNOUT PERIOD") and distribution, divorce and community property, and do not constitute an equity or ownership interest in any Buyer Party, (ii) no Seller shall have any rights as a securityholder of any Buyer Party solely as a result of Seller’s contingent right to receive any Earnthe twelve-out Payment hereunder month period ending March 31, 2012 (unless the "SECOND EARNOUT PERIOD", and until such Earn-out Payment is paid in RWB Shares as set forth hereintogether with the First Earnout Period, the "EARNOUT PERIODS"), respectively, pursuant to the following table (each row of Gross Profit being referred to herein as the "GP MILESTONE"): ----------------------------------- ------------------------------------ FIRST EARNOUT PERIOD SECOND EARNOUT PERIOD ----------------------------------- ------------------------------------ EARNOUT EARNOUT GROSS PROFIT* PAYMENT* GROSS PROFIT* PAYMENT* ------------------ ---------------- ------------------ ----------------- (IN $ MILLIONS) (IN $ MILLIONS) ----------------------------------- ------------------------------------ <2.0 0.0 <8.0 0.0 ------------------ ---------------- ------------------ ----------------- 2.0 0.5 8.0 0.5 ------------------ ---------------- ------------------ ----------------- 3.0 1.0 9.0 1.0 ------------------ ---------------- ------------------ ----------------- 4.0 2.0 10.0 2.0 ------------------ ---------------- ------------------ ----------------- 5.5 3.5 11.0 3.5 ------------------ ---------------- ------------------ ----------------- 6.4 5.0 12.0 5.0 ------------------ ---------------- ------------------ ----------------- 7.3 6.0 13.0 6.0 ------------------ ---------------- ------------------ ----------------- 8.2 7.0 14.0 7.0 ------------------ ---------------- ------------------ ----------------- 9.1 8.0 15.0 8.0 ------------------ ---------------- ------------------ ----------------- Greater than 10.0 9.0 Greater than 15.0 9.0 ------------------ ---------------- ------------------ ----------------- * If the Gross Profit is between two GP Milestones, the Earnout Payment relating thereto shall be calculated on a prorated basis. 3.3.3 The procedures for the calculation and (iiipayment of the Earnout Payment(s) no interest is payable with respect to any Earn-out Payment.shall be as follows:

Earn-Out. As additional consideration for the PurchaseTransferred Assets, Buyer agrees shall pay to pay Sellers a one-time payment of up to Seller (each an additional Twenty-Five Million Dollars ($25,000,000.00) (the “Earn-Out Payment”), as follows: (i) The Earn-out Payment shall be Seven Million Five Hundred Thousand Dollars ($7,500,000.00) if Platinum Vape earns Revenue upon the achievement by or on behalf of at least Eighty Million Dollars ($80,000,000.00) but less than Ninety Million Dollars ($90,000,000.00) within Buyer of the following multiples for the twelve (12) months immediately following month period ending on the first anniversary of the Closing Date (the “First Earn-out Out Period”) and the twelve (12) month period ending on the second anniversary of the Closing Date (the “Second Earn-Out Period” and, each of the First Earn-Out Period and the Second Earn-Out Period, an “Earn-Out Period” and, together, the “Earn-Out Periods”), respectively: (i) On the first anniversary of the Closing Date, $750,000 upon and subject to the Business attaining ARR for the twelve (12) month period ending on the first anniversary of the Closing Date of no less than $9,334,186.00 (“First ARR Threshold Amount”); (ii) The Earn-out Payment shall be Fifteen Million Dollars On the second anniversary of the Closing Date, $750,000, upon and subject to the Business attaining ARR for the twelve ($15,000,000.0012) if Platinum Vape earns Revenue month period ending on the second anniversary of at least Ninety Million Dollars ($90,000,000.00) but the Closing Date of no less than One Hundred Million Dollars ($100,000,000.00) within the Earn-out Period; and (iii) The Earn-out Payment shall be Twenty Five Million Dollars ($25,000,000.00) if Platinum Vape earns Revenue of more than One Hundred Million Dollars ($100,000,000.00) within the Earn-out Period. (iv) As a condition to earning the Earn-Out Payment, both of the following must be true: (x) the Company’s EBIT for the Earn-out Period was at least fifteen percent (15%) of Revenue during the Earn-out Period, and (y) Sellers have continued to be employed by RWB or any Company for the entire the Earn-out Period; unless, Sellers resigned for “Good Reason” or were terminated without “Cause,” pursuant to their respective Employment Agreements. (v) Procedures for Determination of Earn-out Payments. (A) On or prior to the date that is ten (10) business days after the end of the Earn-out Period 11,667,733.00 (the “Earn-out Calculation Delivery DateSecond ARR Threshold Amount”). Within ninety (90) days of the first anniversary of the Closing Date and the second anniversary of the Closing Date, as applicable, Buyer shall prepare and deliver to Sellers Seller a written statement setting forth its calculations of the First ARR Threshold Amount and the Second ARR Threshold Amount, as applicable (such statements, the “Earn-out Calculation Statement”) setting forth in reasonable detail its determination of Revenue for the Earn-out Period, EBIT for the Earn-out Period, and its calculation of the resulting Earn-out Payment, if any (the “Earn-out CalculationARR Statements”). (B) . After receiving an ARR Statement, Seller shall have ten fifteen (1015) business days after receipt to review and any dispute or objection that Seller has thereunder shall be pursued in accordance with the provisions of Section 2.7(a)(i) below, substituting “ARR Statement” for Closing NWC Statement”. Within fifteen (15) days of the Earn- out Calculation Statement (the “Earn-out Review Period”) to review the Earn-out Calculation Statement and the Earn-out Calculation set forth therein. During the Earn-out Review Period, Sellers and their representatives shall have the right to inspect the Company’s books and records during normal business hours at the Company’s offices. Prior to the expiration end of the Earn-out Review Period, Sellers may object to the Earn-out Calculation set forth in the Earn-out Calculation Statement by delivering a written notice of objection (an “Earn-out Calculation Objection Notice”) to Buyer. Any Earn-out Calculation Objection Notice shall specify the items in the applicable Earn-out Calculation disputed by Sellers and shall describe in reasonable detail the basis for such objection, as well as the amount in dispute. If Sellers fail to deliver an Earn-out Calculation Objection Notice to Buyer prior to the expiration of the Earn-out Review Period, then the Earn-out Calculation set forth in the Earn-out Calculation Statement shall be final and binding on the Parties. If Sellers timely deliver an Earn-out Calculation Objection Notice, Buyer and Sellers shall work with the Company’s external auditors and negotiate in good faith to resolve the disputed items and agree upon the resulting amounts of the EBIT, Revenue and Earn-out Payment. If Buyer and Sellers are unable to reach agreement within ten (10) business days after such an Earn-out Calculation Objection Notice has been given, all unresolved disputed items shall be promptly referred to an impartial nationally recognized firm of independent certified public accountants, other than Sellers’ accountants or Buyer’s accountants, appointed by mutual agreement of Buyer and Sellers (the “Independent Accountant”). The Independent Accountant shall be directed to render a written report on the unresolved disputed items with respect to the applicable Earn-out Calculation as promptly as practicable, but in no event later than thirty (30) days after such submission to the Independent Accountant, and to resolve only those unresolved disputed items set forth in the Earn-out Calculation Objection Notice. If unresolved disputed items are submitted to the Independent Accountant, Buyer and Sellers shall each furnish to the Independent Accountant such work papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Accountant may reasonably request. The Independent Accountant shall resolve the disputed items based solely on the applicable definitions and other terms in this Agreement and the presentations by Buyer and Sellers, and not by independent review. The resolution of the dispute and the calculation of EBIT and/or Revenue that is the subject of the applicable Earn-out Calculation Objection Notice by Out Payment, Buyer shall pay or cause to be paid the Independent Accountant shall be final and binding on the parties hereto. The fees and expenses of the Independent Accountant shall be borne by 50% by the Buyer and 50% by the Sellers. (vi) The Earn-Out Payment shall be due and payable to Sellers within fifteen (15) days after the date on which Sellers and Buyer have agreed upon the amount of the corresponding Earn-Out Payment in accordance with Section 2(c)(v)cash by wire transfer of immediately available funds to the bank account whose wire instructions Seller shall provide to Buyer. The If the Business does not achieve the threshold required for Seller to receive such Earn-Out Payment then the corresponding payment will not be due or payable and Seller shall be payable in cashforfeit all right, cash equivalent, RWB Shares (or other class of RWB common shares that is being traded on public markets at the time of determination), or any combination of the foregoing, title and interest to such class of stock issued being agreed to by Sellers and RWB in writing. For any portion of the Earn-Out Payment paid in RWB Shares, the number of RWB Shares due will be calculated by dividing the applicable amount of the Earn-Out Payment by the five (5)- day VWAP of RWB’s Shares for the final five (5) trading days in the Earn-out Period. Payment of any Earn-Out Payment in RWB Shares or other securities to a Seller must be agreed to in writing by the Seller and RWB. Buyer Parties shall have the right to withhold and set off against any amount otherwise due to be paid pursuant to this Section 2(c) the amount of any amount subject to offset under Section 6(e). The Parties hereto understand and agree that (i) the contingent rights to receive any Earn-out Payment shall not be represented by any form of certificate or other instrument, are not transferable, except by operation of Applicable Laws relating to descent and distribution, divorce and community property, and do not constitute an equity or ownership interest in any Buyer Party, (ii) no Seller shall have any rights as a securityholder of any Buyer Party solely as a result of Seller’s contingent right to receive any Earn-out Payment hereunder (unless and until such Earn-out Payment is paid in RWB Shares as set forth herein), and (iii) no interest is payable with respect to any Earn-out PaymentContingent Consideration.

Earn-Out. As (a) Following the Closing, Seller shall be entitled to receive an additional consideration for payment (the Purchase"Earn Out") from Buyer computed as set forth below. The Earn Out will consist of a Revenue Amount and an EBITDA Amount (both as defined below). The Earn Out shall be based upon the financial performance of the Business during the twelve (12) calendar month period commencing on the first day of the first calendar month following the Closing Date, and ending on the last day of the twelfth (12th) calendar month thereafter (the "Earn Out Period"). (b) Notwithstanding anything to the contrary in this Agreement, during the Earn Out Period, Acquisition agrees not to take any action, or omit to take any action with respect to the Assets and Business acquired pursuant to this Agreement, the sole or principal purpose of which shall be to reduce the Revenue Amount and/or the EBITDA Amount during the Earn Out Period. In addition, during the Earn Out Period, Buyer agrees shall provide Seller with prompt written notice in the event of any (c) Seller will be entitled to pay Sellers a onereceive (A) an amount (the "Revenue Amount") equal to sixty-time payment seven and seven hundred eight thousandths cents ($.67708) for each dollar ($1.00) of up to an additional Twentyrevenue generated by the Business (determined from the books and records of the Business in accordance with GAAP) during the Earn Out Period in excess of Sixty-Five One Million Dollars ($25,000,000.0061,000,000); provided, however, that in no event shall the Revenue Amount exceed Three Million Two Hundred Fifty Thousand Dollars ($3,250,000) and (B) an amount (the “Earn"Additional Revenue Amount") equal to forty-one and six hundred sixty-seven thousandths cents ($.41667) for each dollar ($1.00) of revenue generated by the Business (determined from the books and records of the Business in accordance with GAAP) during the Earn Out Payment”), as follows: (i) The EarnPeriod in excess of Sixty-out Payment shall be Seven Five Million Five Eight Hundred Thousand Dollars ($7,500,000.00) if Platinum Vape earns 65,800,000); provided, however, that in no event shall the Additional Revenue of at least Eighty Million Amount exceed Two Hundred Fifty Thousand Dollars ($80,000,000.00250,000). Buyer and Seller acknowledge that prior to and following the Closing, Chemical Xxxxxx Tank Lines, Inc., a wholly-owned subsidiary of CLC ("CLTL"), will operate facilities located in the same territory as, and in competition with, one or more of the Facilities (the "Competitive Facilities"). Buyer and Seller further acknowledge that the Business could experience either an increase or a decrease in revenue due solely to the presence of the Competitive Facilities. Accordingly, to the extent a Competitive Facility or the Facility located in the same territory shall be sold, closed or consolidated with the other facility in that territory, Buyer shall provide detailed written notice of such event to Seller and shall allocate the revenues and the EBITDA (as defined below) but less than Ninety Million Dollars ($90,000,000.00) within at such other facility in that territory in a manner consistent with the revenues and EBITDA proration in each of the applicable Facility and Competitive Facility location during the twelve (12) months immediately following month period prior to the Closing Date (Date. Buyer covenants that no new Competitive Facilities will be started up by it or any Affiliate during the “Earn-out Period”); (ii) The Earn-out Payment shall be Fifteen Million Dollars ($15,000,000.00) if Platinum Vape earns Revenue Earn Out Period and that it will provide notice to Seller of at least Ninety Million Dollars ($90,000,000.00) but less than One Hundred Million Dollars ($100,000,000.00) within any acquisition of a Competitive Facility during the Earn-out Period; and (iii) The Earn-out Payment shall be Twenty Five Million Dollars ($25,000,000.00) if Platinum Vape earns Revenue of more than One Hundred Million Dollars ($100,000,000.00) within the Earn-out Earn Out Period. (ivd) As a condition Seller will further be entitled to earning the Earn-Out Payment, both of the following must be true: (x) the Company’s EBIT for the Earn-out Period was at least fifteen percent (15%) of Revenue during the Earn-out Period, and (y) Sellers have continued to be employed by RWB or any Company for the entire the Earn-out Period; unless, Sellers resigned for “Good Reason” or were terminated without “Cause,” pursuant to their respective Employment Agreements. (v) Procedures for Determination of Earn-out Payments. receive (A) On or prior to the date that is ten (10) business days after the end of the Earn-out Period an amount (the “Earn"EBITDA Amount") equal to One Dollar fifty-out Calculation Delivery Date”eight and five hundred thirty-seven thousandths cents ($1.58537) for each dollar ($1.00) of EBITDA (as defined below) achieved by the Business during the Earn Out Period in excess of Six Million Seven Hundred Thousand Dollars ($6,700,000); provided, Buyer however, that in no event shall prepare the EBITDA Amount exceed Three Million Two Hundred Fifty Thousand Dollars ($3,250,000) and deliver to Sellers a written statement (the “Earn-out Calculation Statement”) setting forth in reasonable detail its determination of Revenue for the Earn-out Period, EBIT for the Earn-out Period, and its calculation of the resulting Earn-out Payment, if any (the “Earn-out Calculation”). (B) Seller shall have ten (10) business days after receipt of the Earn- out Calculation Statement an amount (the “Earn-out Review Period”"Additional EBITDA Amount") equal to review One Dollar ($1.00) for each dollar ($1.00) of EBITDA achieved by the Earn-out Calculation Statement and the Earn-out Calculation set forth therein. During the Earn-out Review Period, Sellers and their representatives shall have the right to inspect the Company’s books and records Business during normal business hours at the Company’s offices. Prior to the (e) Within sixty (60) days following the expiration of the Earn-out Review Earn Out Period, Sellers may object Buyer shall deliver to Seller a certificate, executed by the Earn-out Calculation set forth in President, CEO or CFO of Acquisition, showing the Earn-out Calculation Statement by delivering a Revenue Amount, the EBITDA Amount and the total Earn Out, and the specific calculations thereof. Seller shall have thirty (30) days following the receipt of such certificate to review the determination and calculation of each of the Revenue Amount, the EBITDA Amount and the total Earn Out and any and all workpapers related to such calculation, which workpapers will be provided to Seller upon its request. In the event that Seller disputes any portion of the Earn Out calculation, Seller will provide within such thirty (30) day period written notice setting forth, in detail, its specific objections and Buyer and Seller agree to meet within five (5) days of objection (an “Earn-out Calculation Objection Notice”) Buyer's receipt of such notice from Seller to Buyer. Any Earn-out Calculation Objection Notice shall specify the items in the applicable Earn-out Calculation disputed by Sellers and shall describe in reasonable detail the basis for resolve such objection, as well as the amount in dispute. If Sellers fail Buyer and Seller are unable to deliver an Earn-out Calculation Objection Notice to Buyer prior to agree upon the expiration of the Earn-out Review PeriodEarn Out within five (5) days, then the Earn-out Calculation set forth in determination of the Earn-out Calculation Statement Earn Out shall be made by a "big six" accounting firm not then representing Buyer or Seller (or any Affiliate thereof), whose decision shall be final and binding on the Partiesparties and whose costs and expenses shall be paid by Seller unless, as a result of such decision, the Earn Out shall increase by not less than (f) The Earn Out, if any, will be paid by the Buyer in three equal installments, the first of which shall be due ninety (90) days following the expiration of the Earn Out Period, the second of which shall be due on the first anniversary of the expiration of the Earn Out Period, and the final installment shall be due on the second anniversary of the expiration of the Earn Out Period. Following the payment of the first installment, the outstanding balance of the Earn Out from time to time shall bear interest at the Agreed Rate for the period of time commencing on the first anniversary of the expiration of the Earn Out Period until paid by Buyer in accordance with the terms hereof. Such interest shall be payable on the date that each of the second and third installments are paid by the Buyer. Buyer may prepay any installment, with interest accrued thereon, without penalty. If Sellers timely deliver an Earn-out Calculation Objection Noticeany installment is not paid on or before the due date, Buyer and Sellers the installment shall work with bear additional interest at the Company’s external auditors and negotiate in good faith rate of two percent (2%) per annum until paid plus any Enforcement Related Expenses. (g) During the Earn Out Period, Acquisition shall provide to resolve BMI: (i) within ninety (90) days after the disputed items and agree upon the resulting amounts end of each fiscal year, a copy of the EBITunaudited financial statements of Acquisition prepared by management of Acquisition, Revenue as at the end of such year and Earn-out Payment. If Buyer and Sellers are unable to reach agreement within ten (10ii) business days after such an Earn-out Calculation Objection Notice has been given, all unresolved disputed items shall be promptly referred to an impartial nationally recognized firm of independent certified public accountants, other than Sellers’ accountants or Buyer’s accountants, appointed by mutual agreement of Buyer and Sellers (the “Independent Accountant”). The Independent Accountant shall be directed to render a written report on the unresolved disputed items with respect to the applicable Earn-out Calculation as promptly soon as practicable, but in no event later than thirty twenty (30) days after such submission to the Independent Accountant, and to resolve only those unresolved disputed items set forth in the Earn-out Calculation Objection Notice. If unresolved disputed items are submitted to the Independent Accountant, Buyer and Sellers shall each furnish to the Independent Accountant such work papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Accountant may reasonably request. The Independent Accountant shall resolve the disputed items based solely on the applicable definitions and other terms in this Agreement and the presentations by Buyer and Sellers, and not by independent review. The resolution of the dispute and the calculation of EBIT and/or Revenue that is the subject of the applicable Earn-out Calculation Objection Notice by the Independent Accountant shall be final and binding on the parties hereto. The fees and expenses of the Independent Accountant shall be borne by 50% by the Buyer and 50% by the Sellers. (vi) The Earn-Out Payment shall be due and payable to Sellers within fifteen (1520) days after the date on which Sellers and Buyer have agreed upon end of each month, a report setting forth the amount of revenue generated by, and the Earn-amount of EBITDA achieved by, the Business during such month (the "Monthly Earn Out Payment in accordance with Section 2(c)(vReport"). The Earn-Monthly Earn Out Payment Report shall be payable in cashunaudited, cash equivalent, RWB Shares (or other class of RWB common shares provided that is being traded on public markets at the time of determination), or any combination Buyer shall represent and warrant that such Monthly Earn Out Report and such year-end financial statements represent Acquisition's reasonable and good faith estimate of the foregoing, such class of stock issued being agreed to by Sellers matters set forth therein and RWB in writing. For any portion of the Earn-Out Payment paid in RWB Shares, the number of RWB Shares due will be calculated by dividing the applicable amount of the Earn-Out Payment by the five (5)- day VWAP of RWB’s Shares for the final five (5) trading days in the Earn-out Period. Payment of any Earn-Out Payment in RWB Shares or other securities to a Seller must be agreed to in writing by the Seller and RWB. Buyer Parties shall have been prepared in a manner consistent with the right to withhold and set off against any amount otherwise due to be paid pursuant to terms of this Section 2(c) the amount of any amount subject to offset under Section 6(e). The Parties hereto understand and agree that (i) the contingent rights to receive any Earn-out Payment shall not be represented by any form of certificate or other instrument, are not transferable, except by operation of Applicable Laws relating to descent and distribution, divorce and community property, and do not constitute an equity or ownership interest in any Buyer Party, (ii) no Seller shall have any rights as a securityholder of any Buyer Party solely as a result of Seller’s contingent right to receive any Earn-out Payment hereunder (unless and until such Earn-out Payment is paid in RWB Shares as set forth herein), and (iii) no interest is payable with respect to any Earn-out PaymentAgreement.

Earn-Out. As additional consideration for In addition to the Purchase, Buyer agrees to pay Sellers a one-time payment of up to an additional Twenty-Five Million Dollars the Closing Purchase Price, Buyers shall pay ($25,000,000.00in accordance with their Pro Rata Percentages) (the “Earn-Out Payment”)Payments to the Sellers and Holdings shall issue the Earn-Out Shares to the Sellers based on the following: (i) Subject to the provisions of subsections (ii) and (vi) below, Buyers shall pay the Earn-Out Payment (in accordance with their Pro Rata Percentages) to the Sellers and Holdings shall issue the Earn-Out Shares to the Sellers calculated as follows: (i) The Earn-out Payment shall be Seven Million Five Hundred Thousand Dollars ($7,500,000.00A) if Platinum Vape earns Revenue of at least Eighty Million Dollars ($80,000,000.00) but less than Ninety Million Dollars ($90,000,000.00) within the EBITDA for the twelve (12) months immediately following 12)-month period beginning on the Closing Date and ending on the twelve-month anniversary of the Closing Date (the “First Measurement Period”) falls within a range set forth in the table below under the heading “First Period EBITDA,” then each of the Sellers shall receive (in accordance with their Pro Rata Percentages) their portion of the amount set forth to the right of the applicable EBITDA range under the heading “Earn-out PeriodOut Payment” in cash and shall be issued and delivered (in accordance with their Pro Rata Percentages) their portion of the number of shares of Class A Common Stock in Holdings, par value $0.0001 (zero 0001/10000 United States Dollars) per share (“Holdings Common Stock”);, set forth to the right of the applicable EBITDA range under the heading “Earn-Out Shares”: ≥$[***] $[***] [***] <$[***] and ≥$[***] $[***] [***] <$[***] and ≥$[***] $[***] [***] (B) if the EBITDA for the First Measurement Period was less than $[***] ([***] United States Dollars) and greater than or equal to $[***] ([***] United States Dollars), then if the EBITDA for the twelve (12)-month period beginning on January 1, 2024 and ending on December 31, 2024 (the “2024 Fiscal Year”) falls within a range set forth in the table below under the heading “2024 EBITDA,” then each of the Sellers shall receive (in accordance with their Pro Rata Percentages) their portion of the amount set forth to the right of the applicable EBITDA range under the heading “Earn-Out Payment” in cash: ≥$[***] $[***] (C) if the EBITDA for the First Measurement Period was less than $[***] ([***] United States Dollars) and greater than $[***] ([***] United States Dollars), then if EBITDA for the 2024 Fiscal Year falls within a range set forth in the table below under the heading “2024 EBITDA,” each of the Sellers shall receive (in accordance with their Pro Rata H:818672 17 Percentages) their portion of the amount set forth to the right of the applicable EBITDA range under the heading “Earn-Out Payment” in cash: ≥$[***] $[***] <$[***] and ≥$[***] $[***] (D) if the EBITDA for the First Measurement Period was less than $[***] ([***] United States Dollars), then if EBITDA for the 2024 Fiscal Year falls within a range set forth in the table below under the heading “2024 EBITDA,” each of the Sellers shall receive (in accordance with their Pro Rata Percentages) their portion of the amount set forth to the right of the applicable EBITDA range under the heading “Earn-Out Payment” in cash and their portion of the number of shares of Holdings Common Stock, set forth to the right of the applicable EBITDA range under the heading “Earn-Out Shares”: ≥$[***] $[***] [***] <$1[***] and ≥$[***] $[***] [***] <$[***] and ≥$[***] $[***] [***] The amount in cash payable under this Section 2.2(d)(i) is referred to herein as the “Earn-Out Payments,” the shares of Holdings Common Stock issuable under this Section 2.2(d)(i) are referred to herein as the “Earnout Shares,” and the Earn-Out Payments and Earn-Out Shares are collective referred to herein as the “Earn-Out Consideration”. For the avoidance of doubt, the maximum amount of Earn-Out Payments payable under this Section 2.2(d) is $1,000,000.00 (one million 00/100 United States Dollars) and the maximum number of shares of Holdings Common Stock issuable under this Section 2.2(d) is 400,000 (four hundred thousand) shares. By way of example, if the EBITDA for the First Measurement Period is $[***] ([***] United States Dollars) and the EBITDA for the 2024 Fiscal Year is $[***] ([***] United States Dollars), then, for the First Measurement Period the Earn-Out Payment will be $[***] ([***] United States Dollars) and the Earn-Out Shares will be [***] ([***]) shares, and, for Fiscal Year 2024, the Earn-Out Payment will be $[***] ([***] United States Dollars). (ii) The Earn-out Payment For purposes of calculating EBITDA under this Section 2.2(d), Mexican Pesos shall be Fifteen Million converted to United States Dollars ($15,000,000.00) if Platinum Vape earns Revenue using the Applicable Exchange Rate. An illustrative calculation of at least Ninety Million Dollars ($90,000,000.00) but less than One Hundred Million Dollars ($100,000,000.00) within the Earn-out Period; andEBITDA is set forth in Exhibit D. (iii) The EarnAs of the next month following Closing, Buyers shall provide to the Sellers on a quarterly basis, written reports containing financial information of the Transferred Companies required to calculate adjustments to Purchase Price or Earn Out H:818672 18 Payments, including but not limited to EBITDA for the First Measurement Period and, if EBITDA for the First Measurement Period was less than $[***] ([***] United States Dollars), EBITDA for the 2024 Fiscal Year, and the quarterly Financial Statements; provided that the Buyers shall not be required to divulge any material non-out Payment shall be Twenty Five Million Dollars ($25,000,000.00) if Platinum Vape earns Revenue of more than One Hundred Million Dollars ($100,000,000.00) within public information concerning the Earn-out PeriodBuyers or their Affiliates. (iv) As a condition to earning the Earn-Out Payment, both of the following must be true: Within sixty (x60) the Company’s EBIT for the Earn-out Period was at least fifteen percent (15%) of Revenue during the Earn-out Period, and (y) Sellers have continued to be employed by RWB or any Company for the entire the Earn-out Period; unless, Sellers resigned for “Good Reason” or were terminated without “Cause,” pursuant to their respective Employment Agreements. (v) Procedures for Determination of Earn-out Payments. (A) On or prior to the date that is ten (10) business days after the end of the First Measurement Period and, if EBITDA for the First Measurement Period was less than $[***] ([***] United States Dollars), within sixty (60) days after the end of the 2024 Fiscal Year, Buyers will notify the Sellers whether any Earn-out Period (Out Consideration is payable or issuable and provide the “Earn-out Calculation Delivery Date”), Buyer shall prepare and deliver to Sellers with a written statement (worksheet calculating the “Earn-out Calculation Statement”) setting forth in reasonable detail its determination of Revenue for the Earn-out Period, EBIT for the Earn-out Period, and its calculation of the resulting Earn-out Paymentamount thereof, if any (any. The Sellers shall then have the “Earn-out Calculation”). (B) Seller shall have ten (10) business days after receipt of the Earn- out Calculation Statement (the “Earn-out Review Period”) same rights to review the Earn-out Calculation Statement and the Earn-out Calculation set forth therein. During the Earn-out Review Period, Sellers and their representatives shall have the right to inspect the Company’s books and records during normal business hours at the Company’s offices. Prior to the expiration of the Earn-out Review Period, Sellers may object to the Earn-out Calculation as set forth in the Earn-out Calculation Statement by delivering a written notice of objection (an “Earn-out Calculation Objection Notice”Section 2.2(c)(iii), and any dispute will be resolved as provided in Sections 2.2(c)(iv) to Buyer. Any Earn-out Calculation Objection Notice shall specify the items in the applicable Earn-out Calculation disputed by Sellers and shall describe in reasonable detail the basis for such objection, as well as the amount in dispute. If Sellers fail to deliver an Earn-out Calculation Objection Notice to Buyer prior to the expiration of the Earn-out Review Period, then the Earn-out Calculation set forth in the Earn-out Calculation Statement shall be final and binding on the Parties. If Sellers timely deliver an Earn-out Calculation Objection Notice, Buyer and Sellers shall work with the Company’s external auditors and negotiate in good faith to resolve the disputed items and agree upon the resulting amounts of the EBIT, Revenue and Earn-out Payment. If Buyer and Sellers are unable to reach agreement within ten (10) business days after such an Earn-out Calculation Objection Notice has been given, all unresolved disputed items shall be promptly referred to an impartial nationally recognized firm of independent certified public accountants, other than Sellers’ accountants or Buyer’s accountants, appointed by mutual agreement of Buyer and Sellers (the “Independent Accountant”2.2(c)(v). The Independent Accountant shall be directed to render a written report on the unresolved disputed items with respect to the applicable Earn-out Calculation as promptly as practicable, but in no event later than Within thirty (30) days Business Days after such submission to the Independent Accountant, and to resolve only those unresolved disputed items set forth review period specified in the Earn-out Calculation Objection Notice. If unresolved disputed items are submitted to the Independent Accountant, Buyer and Sellers shall each furnish to the Independent Accountant such work papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Accountant may reasonably request. The Independent Accountant shall resolve the disputed items based solely on the applicable definitions and other terms in this Agreement and the presentations Section 2.2(c)(iii) has run or acceptance by Buyer and Sellers, Buyers will pay or issue and not by independent review. The resolution of the dispute and the calculation of EBIT and/or Revenue that is the subject of the applicable Earn-out Calculation Objection Notice by the Independent Accountant shall be final and binding on the parties hereto. The fees and expenses of the Independent Accountant shall be borne by 50% by the Buyer and 50% by the Sellers. (vi) The Earn-Out Payment shall be due and payable to Sellers within fifteen (15) days after the date on which Sellers and Buyer have agreed upon the deliver any undisputed amount of the Earn-Out Payment in accordance Consideration to the Sellers, and will pay or issue any balance within ten (10) Business Days of resolution of objections thereon. (v) Subject to the terms of this Agreement, following the Closing, Buyers will have the sole discretion with Section 2(c)(v). The Earn-Out Payment shall be payable in cash, cash equivalent, RWB Shares (or other class of RWB common shares that is being traded on public markets at regard to all matters relating to the time of determination), or any combination operation of the foregoing, such class of stock issued being agreed to by Sellers Transferred Companies and RWB in writing. For any portion of their Subsidiaries; provided that during the Earn-Out Payment paid Period, Buyers (i) shall not take any actions in RWB Shares, the number of RWB Shares due will be calculated by dividing the applicable amount of the Earn-Out Payment by the five (5)- day VWAP of RWB’s Shares bad faith for the final five (5) trading days in specific purpose of intentionally seeking to avoid the Earn-out Period. Payment payment of any Earn-Out Payment Payments potentially payable hereunder and (ii) shall operate the business in RWB Shares or other securities to a Seller must be agreed to in writing by the Seller and RWB. Buyer Parties Ordinary Course of Business, which may include optimizations of the business the Buyers determine appropriate. (vi) Buyers shall have the right to withhold and set off against any amount otherwise due to be paid pursuant or Earn-Out Shares due to be issued under this Section 2(c) 2.2(d), the amount of (A) any amount subject adjustments to offset the Purchase Price owed to Buyers under Section 6(e2.2(c). , and (B) any Losses to which any Buyer Group Member may be entitled to receive as indemnification under Article 8. (vii) The Parties hereto understand and agree that (iA) the contingent rights right to receive any Earn-out Payment shall Out Consideration will not be represented by any form of certificate instrument or certificate, is not transferable (except for: (a) a trust, or other instrumententity formed for estate planning purposes for the primary benefit of the spouse, are domestic partner, parent, sibling, child or grandchild of such Seller or any other person with whom such Seller has a relationship by blood, marriage or adoption not transferablemore remote than first cousin, except which trust remain at all times in the sole control of the applicable Seller, and; (b) by operation will or intestate succession upon the death of Applicable Laws relating to descent and distribution, divorce and community propertythe Seller), and do does not constitute an equity or ownership interest in any Buyer PartyBuyers or Holdings, (iiB) no Seller shall the Sellers will not have any rights as a securityholder of any Buyer Party solely Buyers or Holdings as a result of Seller’s the Sellers’ contingent right to receive any Earn-out Payment hereunder (unless and until such Earn-out Payment is paid in RWB Shares as set forth herein)Out Consideration hereunder, and (iiiC) no interest is payable with respect to any Earn-out PaymentOut Consideration. Any transfer in violation of this Section 2.2(d)(vii) shall be void ab initio.