Common use of Earn-Out Clause in Contracts

Earn-Out. (a) As additional consideration (the “Earn-Out Consideration”) for the Equity Interests and Transferred Assets, Purchaser shall pay to Seller Parent (on behalf of Sellers) an amount, if any, equal to: (i) Three Million Dollars ($3,000,000.00) if the Combined Adjusted EBITDA Margin exceeds five percent (5%); and (ii) an additional Two Million Dollars ($2,000,000.00) if the Combined Adjusted EBITDA Margin exceeds seven percent (7%) (it being understood that the amounts set forth in the foregoing clauses (i) and (ii) are cumulative and not alternative), in each case in accordance with this Section 2.5. For the avoidance of doubt, in no event shall the Earn-Out Consideration payable to Sellers pursuant to this Section 2.5 exceed Five Million Dollars ($5,000,000.00) in the aggregate (the “Maximum Earn-Out Consideration Amount”). (b) Following the Closing, Purchaser shall, and shall cause its Affiliates (including the Transferred Entities) to, (i) maintain adequate financial records for, and allocate costs to, the Combined Business in accordance with Purchaser’s internal reporting policies and requirements and US GAAP; and (ii) not take or omit to take any actions with a purpose or intention to avoid, reduce, or otherwise frustrate the payment of the Earn-Out Consideration. (c) With respect to each of Fiscal Year 2016 and Fiscal Year 2017, no later than 10 days after the filing of Purchaser’s annual report on Form 10-K with the SEC for such fiscal year or, if Purchaser is no longer required to file such report or if such report is not timely filed by Purchaser, no later than 75 days after the end of such fiscal year, Purchaser shall prepare (or cause to be prepared) and deliver to Seller Parent financial statements (the “Earn-Out Financial Statements”) prepared in accordance with US GAAP consistently applied and consisting of a balance sheet and statements of income, changes in stockholders equity and cash flows of the Combined Business as of the end of, and for, such fiscal year, together with calculations of (i) in respect of the Earn-Out Financial Statements delivered for Fiscal Year 2016, the Combined Adjusted EBITDA and Combined Revenue for Fiscal Year 2016 and (ii) in respect of the Earn-Out Financial Statements delivered for Fiscal Year 2017, the Combined Adjusted EBITDA and Combined Revenue for Fiscal Year 2017 and the resulting calculation of the Combined Adjusted EBITDA Margin. Following delivery of any Earn-Out Financial Statements to Seller Parent, Purchaser agrees to provide Seller Parent and its accountants and representatives access to the books and records of the Combined Business to the extent reasonably requested by Seller Parent in connection with its review of the Earn-Out Financial Statements and will cause appropriate personnel of Purchaser and the Combined Business to provide reasonable assistance to Seller Parent and its representatives for the purpose of reviewing the Earn-Out Financial Statements. Purchaser shall, at no cost to Purchaser, permit Seller Parent’s accountants to review and make copies of all work papers used to support account balances in the Earn-Out Financial Statements. (d) In the event that Seller Parent disputes any of the Earn-Out Financial Statements delivered pursuant to Section 2.5(c), Seller Parent shall deliver a notice (an “Earn-Out Dispute Notice”) to such effect no later than forty-five (45) Business Days after delivery of the Earn-Out Financial Statements for Fiscal Year 2017 (it being understood that Seller Parent shall be entitled to object to the Earn-Out Financial Statements for Fiscal Year 2016 and discuss the same with Purchaser prior to such date without prejudice to its rights hereunder), and any such dispute shall be resolved under the procedures set forth in clauses (i), (ii), (iii) and (v) of Section 2.2(d) of this Agreement (with the provisions of such Section relating to disputed items set forth in a Notice of Disagreement applying mutatis mutandis to disputed items set forth in an Earn-Out Dispute Notice, except that references to Specified Accounting Principles shall be deemed to refer to US GAAP consistently applied). (e) If Seller Parent is entitled to payment of any Earn-Out Consideration pursuant to this Section 2.5, Purchaser shall pay to Seller Parent (on behalf of all Sellers) an amount in cash equal to the applicable Earn-Out Consideration (i) within five (5) Business Days after expiration of the forty-five (45) Business Day period after delivery of the Earn-Out Financial Statements for Fiscal Year 2017 if Seller Parent does not deliver an Earn-Out Dispute Notice within such forty-five (45) Business Day period or (ii) within five (5) Business Days of the final resolution of all disputed items set forth in an Earn-Out Dispute Notice delivered pursuant to Section 2.5(d), in each case by wire transfer of immediately available funds to an account or accounts designated in writing by Seller Parent. (f) If an Earn-Out Acceleration Event occurs following the Closing Date, Purchaser shall pay, or cause to be paid, to Seller Parent (on behalf of all Sellers) by wire transfer of immediately available funds to an account or accounts designated in writing by Seller Parent, an amount in cash equal to the Maximum Earn-Out Consideration Amount no later than five (5) Business Days following the occurrence of the applicable Earn-Out Acceleration Event. Purchaser shall, and shall cause its Affiliates to, promptly notify Seller Parent in writing promptly following the entry into an agreement or other understanding in respect of an Earn-Out Acceleration Event.

Earn-Out. 4.1 In addition to the Purchase Price the Seller shall be entitled to an earn-out calculated as 23.2% of the total revenue (including exported and cross border gross revenue) from client engagements that is (a) As additional consideration attributable to work originated by any employee employed by the Company at the Closing Date, including but not limited to the Seller’s Indirect Shareholders and Xxxxxxxx Xxxxxxx and (b) recognized during the “Earn-Out Consideration”Period in accordance with Danish GAAP, less (i) for reimbursable expenses (e.g. travel expense) with respect to the Equity Interests engagements comprised by items (a) and Transferred Assets(b) above to the extent actually paid by the Buyer, Purchaser shall pay to Seller Parent (the Company or their Affiliates on behalf of Sellers) an amount, if any, equal to: (i) Three Million Dollars ($3,000,000.00) if the Combined Adjusted EBITDA Margin exceeds five percent (5%); client and (ii) an additional Two Million Dollars ($2,000,000.00) if the Combined Adjusted EBITDA Margin exceeds seven percent (7%) (it being understood that the amounts set forth any amount of a receivable included in the foregoing clauses (i) and (ii) are cumulative and Final Working Capital not alternative), in each case in accordance with this Section 2.5. For paid to the avoidance of doubt, in no event Company by a debtor. 4.2 The Buyer shall deliver the Earn-Out Consideration payable Statement to Sellers pursuant to this Section 2.5 exceed Five Million Dollars ($5,000,000.00) in the aggregate (Seller no later than sixty Business Days after the “Maximum Earn-Out Consideration Amount”). (b) Following the Closing, Purchaser shall, and shall cause its Affiliates (including the Transferred Entities) to, (i) maintain adequate financial records for, and allocate costs to, the Combined Business in accordance with Purchaser’s internal reporting policies and requirements and US GAAP; and (ii) not take or omit to take any actions with a purpose or intention to avoid, reduce, or otherwise frustrate the payment end of the Earn-Out Consideration. (c) With respect Period. If the Buyer fails to each of Fiscal Year 2016 and Fiscal Year 2017, no later than 10 days after the filing of Purchaser’s annual report on Form 10-K with the SEC for such fiscal year or, if Purchaser is no longer required to file such report or if such report is not timely filed by Purchaser, no later than 75 days after the end of such fiscal year, Purchaser shall prepare (or cause to be prepared) and deliver to Seller Parent financial statements (the “Earn-Out Financial Statements”) prepared in accordance with US GAAP consistently applied and consisting of a balance sheet and statements of income, changes in stockholders equity and cash flows of the Combined Business as of the end of, and for, such fiscal year, together with calculations of (i) in respect of the Earn-Out Financial Statements delivered for Fiscal Year 2016Statement to the Seller within such time limit, the Combined Adjusted EBITDA and Combined Revenue for Fiscal Year 2016 and (ii) in respect of the Earn-Out Financial Statements delivered for Fiscal Year 2017, the Combined Adjusted EBITDA and Combined Revenue for Fiscal Year 2017 and the resulting calculation of the Combined Adjusted EBITDA Margin. Following delivery of any Earn-Out Financial Statements to Seller Parent, Purchaser agrees to provide Seller Parent and its accountants and representatives access to the books and records of the Combined Business to the extent reasonably requested by Seller Parent in connection with its review of the Earn-Out Financial Statements and will cause appropriate personnel of Purchaser and the Combined Business to provide reasonable assistance to Seller Parent and its representatives for the purpose of reviewing the Earn-Out Financial Statements. Purchaser Buyer shall, at no cost to Purchaser, permit Seller Parent’s accountants to review from and make copies of all work papers used to support account balances in including the Earn-Out Financial Statements. (d) In 11th Business Day after the event that Seller Parent disputes any of the Earn-Out Financial Statements delivered pursuant to Section 2.5(c), Seller Parent shall deliver a notice (an “Earn-Out Dispute Notice”) to such effect no later than forty-five (45) Business Days after time limit and until delivery of the Earn-Out Financial Statements for Fiscal Year 2017 Statement, pay to the Seller an interest equal to the Interest accruing on the finally determined Earn-Out Amount. 4.3 The Seller shall within fifteen (15) Business Days from the receipt of the Earn-Out Statement notify the Buyer in writing whether it being understood that Seller Parent shall be entitled to accepts or object to the Earn-Out Financial Statements for Fiscal Year 2016 and discuss Statement. The Seller’s failure to notify the same with Purchaser prior to such date without prejudice to its rights hereunder), and any such dispute shall Buyer within the time limit will be resolved under regarded as the procedures set forth in clauses (i), (ii), (iii) and (v) Seller’s acceptance of Section 2.2(d) of this Agreement (with the provisions of such Section relating to disputed items set forth in a Notice of Disagreement applying mutatis mutandis to disputed items set forth in an Earn-Out Dispute Notice, except that references to Specified Accounting Principles shall be deemed to refer to US GAAP consistently applied)Statement. 4.4 If the Parties are unable to reach an agreement within fifteen (e15) If Seller Parent is entitled Business Days of the Buyer’s receipt of the Seller’s notification pursuant to payment clause 4.3, either Party may demand that the calculation of any the Earn-Out Consideration pursuant Amount is referred to this Section 2.5, Purchaser and determined by the Expert in accordance with Clause 10.5 to 10.7 which shall pay to Seller Parent (on behalf of all Sellers) an amount in cash equal to the applicable apply mutatis mutandis. 4.5 The Earn-Out Consideration (i) Amount shall be paid by the Buyer to the Seller’s Bank Account within five (5) Business Days after expiration from the Buyer’s receipt of the forty-five (45) Business Day period after delivery Seller’s accept of the Earn-Out Financial Statements for Fiscal Year 2017 if Seller Parent does not deliver an Statement or the Expert’s determination of the Earn-Out Dispute Notice within such forty-five (45) Business Day period or (ii) within five (5) Business Days of the final resolution of all disputed items set forth in an Amount. The Earn-Out Dispute Notice delivered pursuant Amount shall accrue Interest from its due date to Section 2.5(d), in each case by wire transfer of immediately available funds to an account or accounts designated in writing by Seller Parentthe date when it is paid together with any accrued Interest. (f) If an 4.6 The Buyer is not entitled to terminate the employment of any of Seller’s Indirect Shareholder’s in the Earn-Out Acceleration Event occurs following Period unless the Closing Date, Purchaser shall pay, or cause to be paid, to Seller Parent employee in question is in material breach of his/her contract resulting in a dismissal without notice (on behalf of all Sellersin Danish “Bortvisning”) by wire transfer of immediately available funds to an account or accounts designated in writing by Seller Parent, an amount in cash equal to the Maximum Earn-Out Consideration Amount no later than five (5) Business Days following the occurrence of the applicable Earn-Out Acceleration Event. Purchaser shall, and shall cause its Affiliates to, promptly notify Seller Parent in writing promptly following the entry into an agreement or other understanding in respect of an Earn-Out Acceleration Eventemployee.

Earn-Out. (a) As Subject to the terms and conditions set forth in this Section 3.4, the Seller shall be eligible to receive from the Buyer, as additional consideration for the sale and purchase of the Acquired Assets, Xcel Shares (“Earn-Out Shares”) or, if elected by the Buyer as described below, cash (“Earn-Out Cash”) (as applicable, “Earn-Out Consideration”) for the Equity Interests and Transferred Assets, Purchaser shall pay to Seller Parent (on behalf of Sellers) an amount, if any, equal to: (i) Three Million Dollars ($3,000,000.00) if the Combined Adjusted EBITDA Margin exceeds five percent (5%); and (ii) an additional Two Million Dollars ($2,000,000.00) if the Combined Adjusted EBITDA Margin exceeds seven percent (7%) (it being understood that the amounts set forth in the foregoing clauses (i) and (ii) are cumulative and not alternative), in each case in accordance with this Section 2.5. For the avoidance of doubt, in no event shall the Earn-Out Consideration payable to Sellers pursuant to this Section 2.5 exceed Five Million Dollars ($5,000,000.00) in the aggregate (the “Maximum Earn-Out Consideration Amount”). (b) Following the Closing, Purchaser shall, and shall cause its Affiliates (including the Transferred Entities) to, (i) maintain adequate financial records for, and allocate costs to, the Combined Business in accordance with Purchaser’s internal reporting policies and requirements and US GAAP; and (ii) not take or omit to take any actions with a purpose or intention to avoid, reduce, or otherwise frustrate the payment of the Earn-Out Consideration. (c) With respect to each of Fiscal Year 2016 and Fiscal Year 2017, no later than 10 days after the filing of Purchaser’s annual report on Form 10-K with the SEC for such fiscal year or, if Purchaser is no longer required to file such report or if such report is not timely filed by Purchaser, no later than 75 days after the end of such fiscal year, Purchaser shall prepare (or cause to be prepared) and deliver to Seller Parent financial statements value (the “Earn-Out Financial StatementsValue”) prepared in accordance with US GAAP consistently applied and consisting of a balance sheet and statements of income, changes in stockholders equity and cash flows based on the Excess Net Royalties for each of the Combined Business as four (4) calendar years commencing with the calendar year 2019 and ending with the calendar year 2022 (each such continuous twelve month period commencing on January 1 and ending December 31 a “Royalty Target Year”, and cumulatively the “Earn-Out Period”) multiplied by the Applicable Percentage(s). The Excess Net Royalty for each Royalty Target Year shall be the positive amount, if any, of the end ofNet Royalties as calculated for such Royalty Target Year, and for, such fiscal year, together with calculations less the greater of (i) in respect One Million Five Hundred Dollars ($1,500,000), or (ii) the maximum Net Royalties for any previous Royalty Target Year. “Applicable Percentage” means (a) 50% of the first $10,000,000 of Excess Net Royalties during the Earn-Out Financial Statements delivered for Fiscal Year 2016Period, the Combined Adjusted EBITDA and Combined Revenue for Fiscal Year 2016 and (iib) in respect 20% of aggregate Excess Net Royalties during the Earn-Out Financial Statements delivered for Fiscal Year 2017, the Combined Adjusted EBITDA Period greater than $10,000,000 and Combined Revenue for Fiscal Year 2017 up to $15,000,000 and the resulting calculation (c) 0% of the Combined Adjusted EBITDA Margin. Following delivery of any Earn-Out Financial Statements to Seller Parent, Purchaser agrees to provide Seller Parent and its accountants and representatives access to the books and records of the Combined Business to the extent reasonably requested by Seller Parent in connection with its review of aggregate Excess Net Royalties during the Earn-Out Financial Statements Period in excess of $15,000,000. The Earn-Out Consideration shall be payable in Earn-Out Shares (calculated in the manner described in Section 3.4(b)); provided, however, that if the number of Earn-Out Shares, when combined with the number of Closing Shares issued at the Closing, will exceed 4.99% of the aggregate number of Xcel Shares outstanding as of the date of this Agreement (calculated in accordance with Nasdaq Rule 5635(a)) (the “Xcel Share Limit”), then the Buyer may, in its sole and will cause appropriate personnel of Purchaser and the Combined Business unfettered discretion, elect to provide reasonable assistance to Seller Parent and its representatives (x) pay Earn-Out Cash for the purpose of reviewing the Earn-Out Financial Statements. Purchaser shall, at no cost to Purchaser, permit Seller Parent’s accountants to review and make copies of all work papers used to support account balances in the Earn-Out Financial Statements. (d) In the event that Seller Parent disputes any of the Earn-Out Financial Statements delivered pursuant to Section 2.5(c), Seller Parent shall deliver a notice (an “Earn-Out Dispute Notice”) to such effect no later than forty-five (45) Business Days after delivery of the Earn-Out Financial Statements for Fiscal Year 2017 (it being understood that Seller Parent shall be entitled to object Value attributable to the Earn-Out Financial Statements Shares that would exceed the Xcel Share Limit; (y) solicit stockholder approval for Fiscal Year 2016 and discuss the same with Purchaser prior to such date without prejudice to its rights hereunder), and any such dispute shall be resolved under the procedures set forth in clauses (i), (ii), (iii) and (v) issuance of Section 2.2(d) of this Agreement (with the provisions of such Section relating to disputed items set forth in a Notice of Disagreement applying mutatis mutandis to disputed items set forth in an Earn-Out Dispute NoticeShares in excess of the Xcel Share Limit in accordance with Nasdaq Rule 5635(a)(2) and, except that references to Specified Accounting Principles shall be deemed to refer to US GAAP consistently applied). (e) If Seller Parent if such stockholder approval is entitled to payment of any obtained, issue such Earn-Out Consideration pursuant Shares to this Section 2.5the Seller; or (z) solicit stockholder approval for the issuance of Earn-Out Shares in excess of the Xcel Share Limit in accordance with Nasdaq Rule 5635(a)(2) and, Purchaser shall if such stockholder approval is obtained, pay to Seller Parent (on behalf of all Sellers) an amount in cash equal to the applicable Earn-Out Consideration (i) within five (5) Business Days after expiration with a combination of the forty-five (45) Business Day period after delivery of the Earn-Out Financial Statements for Fiscal Year 2017 if Seller Parent does not deliver an Cash and Earn-Out Dispute Notice within such forty-five (45) Business Day period or (ii) within five (5) Business Days of the final resolution of all disputed items set forth in an Earn-Out Dispute Notice delivered pursuant to Section 2.5(d), in each case by wire transfer of immediately available funds to an account or accounts designated in writing by Seller Parent. (f) If an Earn-Out Acceleration Event occurs following the Closing Date, Purchaser shall pay, or cause to be paid, to Seller Parent (on behalf of all Sellers) by wire transfer of immediately available funds to an account or accounts designated in writing by Seller Parent, an amount in cash equal Shares. Notwithstanding anything herein to the Maximum contrary, the total cumulative Earn-Out Consideration Amount no later than five (5) Business Days following over the occurrence of the applicable entire Earn-Out Acceleration Event. Purchaser shall, and Period shall cause its Affiliates to, promptly notify Seller Parent in writing promptly following the entry into an agreement or other understanding in respect of an Earn-Out Acceleration Eventnot exceed Six Million Dollars ($6,000,000).

Earn-Out. (a) As additional consideration (Buyer shall issue the “Earn-Out Consideration”) for Additional Investment Shares to the Equity Interests and Transferred Assets, Purchaser shall pay to Seller Parent (on behalf of Sellers) an amount, if any, equal to: Investors as follows: (i) Three Million Dollars (With respect to the period commencing October 1, 2008 and ending September 30, 2009, in the event that Buyer or its applicable Vessel-owning subsidiary nominees achieves EBITDA for such period equal to or in excess of $3,000,000.00) if 72 million derived from the Combined Adjusted EBITDA Margin exceeds five percent (5%); Vessels owned by Buyer or its applicable Vessel-owning subsidiary nominees, assuming all of the Vessels are delivered to Buyer or its applicable Vessel-owning subsidiary nominees on or before October 1, 2008 and all such Vessels are included in such revenues for the entire one-year period, then on November 16, 2009, the Investors shall be entitled to receive the Additional Investment Shares. (ii) For the purpose of calculating EBITDA in this Section, if any Vessel is delivered to Buyer or its applicable Vessel-owning subsidiary nominees after October 1, 2008, or any such Vessel is sold, or becomes an additional Two Million Dollars ($2,000,000.00) if actual, constructive or compromised total loss or is compulsorily requisitioned prior to September 30, 2009, or any Vessel is off-hire for any reason other than failure of EST to comply with its obligations under the Combined Adjusted Management Agreement in good faith, then the EBITDA Margin exceeds seven percent (7%) (it being understood that target for the amounts set forth fiscal year ending September 30, 2009, shall be reduced pro rata on a per diem basis in accordance with such Vessel’s or Vessels’ contribution to EBITDA for the foregoing clauses portion of the period referred to in sub-paragraph (i) and (ii) are cumulative and not alternative)above during which such Vessel was off-hire for reason other than the failure of EST to comply with its obligations in good faith under the Management Agreement, in each case in accordance with this Section 2.5. For the avoidance of doubt, in no event shall the Earn-Out Consideration payable to Sellers pursuant to this Section 2.5 exceed Five Million Dollars ($5,000,000.00) in the aggregate (the “Maximum Earn-Out Consideration Amount”Schedule 3.2(f). (biii) Following No later than November 16, 2009 (the Closing“Determination Date”), Purchaser shall, and Buyer shall cause its Affiliates (including deliver to Sellers a detailed notice setting forth Buyer’s calculation of EBITDA for purposes of determining whether the Transferred Entities) to, (i) maintain adequate financial records for, and allocate costs to, the Combined Business Additional Investment Shares have been earned in accordance with Purchaser’s internal reporting policies and requirements and US GAAP; and (ii) not take or omit to take any actions with the terms of this Section. Seller shall have a purpose or intention to avoid, reduce, or otherwise frustrate the payment period of the Earn-Out Consideration. (c) With respect to each of Fiscal Year 2016 and Fiscal Year 2017, no later than 10 15 days after the filing of Purchaser’s annual report on Form 10-K with the SEC for such fiscal year or, if Purchaser is no longer required to file such report or if such report is not timely filed by Purchaser, no later than 75 days after the end delivery of such fiscal yearwritten notice to review such calculations and provide Buyer with written notice of any objection thereto, Purchaser which objections shall prepare (or cause to be prepared) and deliver to Seller Parent financial statements in reasonable detail (the “Earn-Out Financial StatementsObjection Notice”) prepared in accordance with US GAAP consistently applied and consisting of a balance sheet and statements of income, changes in stockholders equity and cash flows of the Combined Business as of the end of, and for, such fiscal year, together with calculations of (i) in respect of the Earn-Out Financial Statements delivered for Fiscal Year 2016, the Combined Adjusted EBITDA and Combined Revenue for Fiscal Year 2016 and (ii) in respect of the Earn-Out Financial Statements delivered for Fiscal Year 2017, the Combined Adjusted EBITDA and Combined Revenue for Fiscal Year 2017 and the resulting calculation of the Combined Adjusted EBITDA Margin). Following delivery of any Earn-Out Financial Statements to Seller Parent, Purchaser agrees to provide Seller Parent and its accountants and representatives access to the books and records of the Combined Business to the extent reasonably requested by Seller Parent in connection with its review of the Earn-Out Financial Statements and will cause appropriate personnel of Purchaser and the Combined Business to provide reasonable assistance to Seller Parent and its representatives for the purpose of reviewing the Earn-Out Financial Statements. Purchaser shall, at no cost to Purchaser, permit Seller Parent’s accountants to review and make copies of all work papers used to support account balances in the Earn-Out Financial Statements. (d) In the event that Seller Parent disputes any Buyer does not receive the Objection Notice within such 15-day period that objects to the calculation of the Earn-Out Financial Statements delivered pursuant Additional Investment Shares to Section 2.5(c)be issued, Seller Parent shall deliver a notice (an “Earn-Out Dispute Notice”) to such effect no later than forty-five (45) Business Days after delivery of the Earn-Out Financial Statements for Fiscal Year 2017 (it being understood that Seller Parent shall be entitled to object to the Earn-Out Financial Statements for Fiscal Year 2016 and discuss the same with Purchaser prior to such date without prejudice to its rights hereunder), and any such dispute shall be resolved under the procedures set forth in clauses (i), (ii), (iii) and (v) of Section 2.2(d) of this Agreement (with the provisions of such Section relating to disputed items set forth in a Notice of Disagreement applying mutatis mutandis to disputed items set forth in an Earn-Out Dispute Notice, except that references to Specified Accounting Principles Sellers shall be deemed to refer have irrevocably accepted such calculations and determinations. In the event that Buyer receives the Objection Notice during such 15-day period, the Sellers and Buyer shall enter into good faith negotiations to US GAAP consistently applied). resolve any objections. In the event that the Sellers and Buyer cannot reach agreement on the calculation of the Additional Investment Shares to be issued within thirty (e30) days after the Determination Date, the Sellers and Buyer shall appoint a mutually satisfactory independent auditor (the “Disputes Auditor”) for a decision, which shall be final and binding on all parties. If Seller Parent is entitled the parties are unable to payment agree on such auditor within two (2) Business Days, then either party may request that the president of the London Maritime Arbitrators Association then in office appoint the Disputes Auditor. Buyer and the Sellers agree that they will request the Disputes Auditor to render its decision within 30 days after referral of the dispute to the Disputes Auditor for decision pursuant hereto. The fees and expenses of the Disputes Auditor for, and relating to, the making of any Earn-Out Consideration pursuant such decision shall be paid equally by the parties; provided, however, that in the event the Disputes Auditor determines that the Additional Investment Shares to this Section 2.5which the Sellers are entitled are greater than that proposed by Buyer, Purchaser Buyer shall pay to Seller Parent (on behalf such fees and expenses of all Sellers) an amount in cash equal the Disputes Auditor. The determination of the Disputes Auditor as to the applicable Earn-Out Consideration (i) within five (5) Business Days after expiration of the forty-five (45) Business Day period after delivery of the Earn-Out Financial Statements for Fiscal Year 2017 if Seller Parent does not deliver an Earn-Out Dispute Notice within such forty-five (45) Business Day period or (ii) within five (5) Business Days of the final resolution of all disputed items set forth in an Earn-Out Dispute Notice delivered pursuant to Section 2.5(d), in each case by wire transfer of immediately available funds to an account or accounts designated any dispute shall be in writing by Seller Parent. (f) If an Earn-Out Acceleration Event occurs following the Closing Date, Purchaser shall pay, or cause to be paid, to Seller Parent (on behalf of all Sellers) by wire transfer of immediately available funds to an account or accounts designated in writing by Seller Parent, an amount in cash equal to the Maximum Earn-Out Consideration Amount no later than five (5) Business Days following the occurrence of the applicable Earn-Out Acceleration Event. Purchaser shall, and shall cause its Affiliates to, promptly notify Seller Parent in writing promptly following the entry into an agreement or other understanding in respect of an Earn-Out Acceleration Eventbe binding and conclusive upon all parties.

Earn-Out. (a) As additional consideration Subject to Section 3.3(b), following the Closing, if the Average FPAUM for any Measurement Period is $600,000,000 or more, then, within the later of (i) 120 days following the last day of such Measurement Period and (ii) 10 days following the determination of the Final Earn-Out Payment pursuant to Section 3.3(b), the Buyer shall pay or cause to be paid to ACM, on behalf of all of the Sellers (or to any other designee of the Sellers), by wire transfer of immediately available funds to such account(s) as ACM shall designate in writing to the Buyer, an amount equal to $5,400,000 (the “Earn-Out ConsiderationPayment”) for the Equity Interests and Transferred Assets, Purchaser shall pay to Seller Parent (on behalf of Sellers) an amount, if any, equal to: (i) Three Million Dollars ($3,000,000.00) if the Combined Adjusted EBITDA Margin exceeds five percent (5%); and (ii) an additional Two Million Dollars ($2,000,000.00) if the Combined Adjusted EBITDA Margin exceeds seven percent (7%) (it being understood that the amounts set forth in the foregoing clauses (i) and (ii) are cumulative and not alternative), in each case in accordance with this Section 2.5. For the avoidance of doubt, in no event shall the Earn-Out Consideration payable to Sellers pursuant to this Section 2.5 exceed Five Million Dollars ($5,000,000.00) in the aggregate (the “Maximum Earn-Out Consideration Amount”)Payment shall not be paid more than once. (b) Following From and after the ClosingClosing and until the Earn-Out Payment has been paid in full pursuant to Section 3.3(a), Purchaser shall, and shall cause its Affiliates within thirty (including the Transferred Entities30) to, days following (i) maintain adequate financial records for, and allocate costs to, the Combined Business in accordance with Purchaser’s internal reporting policies and requirements and US GAAP; end of the first Measurement Period and (ii) not take or omit to take any actions with a purpose or intention to avoid, reduce, or otherwise frustrate the payment of the Earn-Out Consideration. (c) With respect to each of Fiscal Year 2016 and Fiscal Year 2017, no later than 10 days after the filing of Purchaser’s annual report on Form 10-K with the SEC for such fiscal year or, if Purchaser is no longer required to file such report or if such report is not timely filed by Purchaser, no later than 75 days after the end of each calendar quarter following the last day of such fiscal yearfirst Measurement Period, Purchaser the Buyer shall prepare (deliver or cause caused to be prepared) and deliver delivered to Seller Parent financial statements the Sellers a reasonably detailed statement prepared in good faith (the an “Earn-Out Financial StatementsReport”) prepared ), which shall set forth, in accordance each case along with US GAAP consistently applied and consisting of a balance sheet and statements of incomethe related calculations, changes in stockholders equity and cash flows the amount of the Combined Business as Average FPAUM for the Measurement Period ending on the last day of such calendar month. During the end of, and for, such fiscal year, together with calculations period beginning on delivery of (i) in respect of the an Earn-Out Financial Statements delivered for Fiscal Year 2016Report and ending 30 days later (a “True-Up Period”), the Combined Adjusted EBITDA Buyer shall make available to the Sellers and Combined Revenue for Fiscal Year 2016 their Representatives all relevant personnel, Representatives, books and (ii) records and other information reasonably requested by the Sellers in respect connection with the Sellers’ review of the such Earn-Out Financial Statements delivered for Fiscal Year 2017Report, the Combined Adjusted EBITDA and Combined Revenue for Fiscal Year 2017 and the resulting calculation of the Combined Adjusted EBITDA Marginincluding Average FPAUM with respect to such Measurement Period. Following delivery of any Such Earn-Out Financial Statements Report received by ACM will be deemed to Seller Parentbe accepted by the Sellers, Purchaser agrees to provide Seller Parent and its accountants shall be final, conclusive and representatives access to binding on the books and records parties hereto only for purposes of the Combined Business to the extent reasonably requested by Seller Parent in connection with its review of the such Earn-Out Financial Statements and will cause appropriate personnel Report, except to the extent, if any, that ACM, on behalf of Purchaser and all of the Combined Business Sellers, or Sellers’ accountant shall have delivered within thirty (30) days after the beginning of such True-Up Period a written notice to provide reasonable assistance the Buyer stating the items to Seller Parent and its representatives for which the purpose of reviewing the Sellers take exception in such Earn-Out Financial Statements. Purchaser shallReport, at no cost to Purchaser, permit Seller Parent’s accountants to review specifying in reasonable detail the nature and make copies extent of all work papers used to support account balances in the Earn-Out Financial Statements. (d) In the event that Seller Parent disputes any of the Earn-Out Financial Statements delivered pursuant to Section 2.5(c), Seller Parent shall deliver a notice such exception (an “Earn-Out Dispute Notice”) ); provided, that neither the failure to such effect no later than forty-five (45) Business Days after delivery of the deliver an Earn-Out Financial Statements for Fiscal Year 2017 (it being understood that Seller Parent shall be entitled to object to the Dispute Notice, nor any items disputed in any Earn-Out Financial Statements for Fiscal Year 2016 and discuss the same Dispute Notice or any calculation therein, with Purchaser prior respect to such date without prejudice to its rights hereunder), and any such dispute Earn-Out Report shall be resolved under binding with respect to any subsequent Earn-Out Report. For the procedures set forth in clauses (i)avoidance of doubt, (ii), (iii) the parties hereto understand and (v) agree that ACM may only deliver or cause to be delivered an Earn-Out Dispute Notice once and only after the commencement of Section 2.2(d) of this Agreement (with a True-Up Period. If the provisions of such Section relating to disputed items set forth in Buyer disputes a Notice of Disagreement applying mutatis mutandis to disputed items set forth change proposed by ACM in an Earn-Out Dispute Notice, except that references to Specified Accounting Principles shall be deemed to refer to US GAAP consistently applied). (e) If Seller Parent is entitled to payment of any Earn-Out Consideration pursuant to this Section 2.5then the Buyer and ACM, Purchaser shall pay to Seller Parent (on behalf of all Sellers) an amount in cash equal to the applicable Earn-Out Consideration (i) within five (5) Business Days after expiration of the forty-five Sellers, shall negotiate in good faith to resolve such dispute. If, after a period of thirty (4530) Business Day period after delivery of days following the Earn-Out Financial Statements for Fiscal Year 2017 if Seller Parent does not deliver date on which ACM delivers an Earn-Out Dispute Notice within Notice, any item noted therein still remains disputed, then the Buyer and ACM shall submit such forty-five (45) Business Day period or (ii) within five (5) Business Days of dispute to the final resolution of all disputed items Independent Accounting Firm for resolution. The Independent Accounting Firm shall determine, based solely on presentations by the Buyer and ACM, and not by independent review, only those issues set forth in an Earn-Out Dispute Notice delivered and not resolved with respect to the calculation of the amounts in such Earn-Out Report. The Buyer and the Sellers shall make available to the Independent Accounting Firm all relevant books and records and other items reasonably requested by the Independent Accounting Firm. The Independent Accounting Firm shall be instructed to deliver to the Buyer and ACM a report setting forth the Independent Accounting Firm’s resolution of the disputed items and amounts and its calculations of the amounts as promptly as practicable but in no event later than thirty (30) days after the final presentation by the Buyer or ACM. The decision of the Independent Accounting Firm shall be final, conclusive and binding, absent manifest error, and shall be the exclusive remedy of the parties hereto with respect to any disputes arising with respect to the calculation of each of the amounts set forth in the Earn-Out Report. The fees and expenses of the Independent Accounting Firm shall be borne by the Buyer, on the one hand, and the Sellers, on the other hand, in the same proportion that the aggregate amount of the items unsuccessfully disputed or defended, as the case may be, by such party (as finally determined by the Independent Accounting Firm) bears to the total amount of the disputed items. The Earn-Out Payment reflected in the Earn-Out Report that is final, conclusive and binding on the parties hereto pursuant to this Section 2.5(d3.3(b) is hereafter referred to as the “Final Earn-Out Payment.” (c) Following the Closing, subject to the other provisions of this Section 3 and the provisions of the limited partnership agreement or other organizational document of any Fund or GP Party (as amended to reflect the Fund Amendments), the Business conducted by the Buyer and/or its Affiliates, the Funds and each of their Subsidiaries shall be managed in the sole and absolute discretion of the Buyer; provided that, during the Earn-Out Period, the Buyer shall not take or omit to take any action with the primary intent of eliminating the Earn-Out Payment to which the Seller is otherwise entitled; and provided further that, in no event shall the Buyer or any of its Affiliates take any action to modify or otherwise amend (which, for the avoidance of doubt, shall not include the performance and management of the Fund II investments generating Fund II Carried Interests) any of the Sellers’ rights or obligations in respect of the Fund II Carried Interest without ASI’s prior written consent. The Buyer shall not, and shall cause its Affiliates not to, effect any Business Sale after the first (1st) anniversary of the Closing Date and prior to the last day of the Earn-Out Period, unless (i)(x) the purchaser in such Business Sale unconditionally agrees in writing to succeed to, assume and honor the obligations of the Buyer under this Agreement, including with respect to the Earn-Out Payment as set forth in this Section 3.3 and to extend the Earn-Out Period by one (1) year (y) the succession to and assumption of the obligations of the Buyer by the purchaser in accordance with the foregoing clause (x) does not violate applicable law and (z) the Sellers determine, in their reasonable discretion, that the purchaser in such Business Sale is at least as creditworthy as the Buyer or (ii) the Earn-Out Payment shall have already been paid in full in accordance with the preceding Section 3.3(a) prior to the consummation of such Business Sale. (d) Notwithstanding the foregoing, if (i) following the Closing and prior to the last day of the Earn-Out Period where the Earn-Out Payment has not yet become payable, a Fund’s commitment period is permanently terminated due to the occurrence of a “Key Person Event” (as defined in the Fund Agreements) that is caused by the termination of one or more Key Employees by the Buyer without cause, such that the termination of a Key Employee by the Buyer without cause is the last event that triggers the Key Person Event (it being understood and agreed that, if, for example, a specific Key Person Event requires the departure of two Key Employees, this clause (i) would be satisfied if the first Key Employee departed for any reason and then the second Key Employee were to be terminated by the Buyer without cause) or (ii) the Buyer enters into a definitive agreement with respect to a Business Sale at any time after the Closing and on or before the first (1st) anniversary of the Closing Date, then the Earn-Out Payment shall accelerate in full and become payable and the Buyer shall pay ACM on behalf of all of the Sellers (or to any other designee of the Sellers) the Earn-Out Payment within ten (10) Business Days following (x) in the case of the foregoing clause (i), the occurrence of the event described therein and (y) in the case of the foregoing clause (ii), the consummation of such Business Sale, in each case case, in accordance with Section 3.3(a). If (i) the Buyer enters into an agreement with respect to a Business Sale after the first (1st) anniversary of the Closing Date but on or before the second (2nd) anniversary of the Closing Date (which Business Sale, for the avoidance of doubt, shall also be subject to the conditions set forth in the last sentence of the foregoing Section 3.3(c)), and (ii) the Earn-Out Payment has not yet been paid in full at such time, then (x) prior to or concurrently with the consummation of such Business Sale, the Buyer shall pay to the Sellers, by wire transfer of immediately available funds to an account or accounts such account(s) as designated in writing by Seller Parent. ACM, an amount equal to twenty percent (f20%) If an of the Earn-Out Acceleration Event occurs following Payment and (y) the Closing Datepurchaser in such Business Sale shall further unconditionally agree in writing with ACM, Purchaser shall pay, or cause in a form acceptable to be paidACM, to Seller Parent pay the remaining eighty percent (on behalf 80%) of all Sellers) by wire transfer of immediately available funds to an account or accounts designated in writing by Seller Parent, an amount in cash equal to the Maximum Earn-Out Consideration Amount no later than five (5) Business Days following Payment if and when the occurrence of the applicable Earn-Out Acceleration Event. Purchaser shall, and shall cause its Affiliates to, promptly notify Seller Parent in writing promptly following the entry into an agreement or other understanding in respect of an Earn-Out Acceleration EventPayment becomes payable pursuant to Section 3.3(a).

Earn-Out. (a) As additional consideration Subject to the terms and conditions of this Section 1.9, Buyer shall pay Earn-Out Payments to Seller in an amount of up to $10,000,000 for each Earn-Out Period, for a total amount of up to $20,000,000. In no event will the aggregate Earn-Out Payments exceed $20,000,000, and the total Purchase Price (exclusive of any adjustments pursuant to Section 1.8 and indemnification payments by Buyer pursuant to Article 7) exceed $100,000,000. (b) If the Business’s Revenues for the Initial Earn-Out Period (the “Initial Period Revenues”) are equal to or greater than the Base Revenues, Buyer will pay to Seller the amount of the Initial Earn-Out Payment in immediately available funds by wire transfer to an account designated by Seller in writing. For the avoidance of doubt, if the Business’s Revenues for the Initial Earn-Out Period are less than Base Revenues, no Initial Earn-Out Payment shall be made. (c) If the Business’s Revenues for the Second Earn-Out Period are equal to or greater than the Initial Period Revenues (as determined in accordance with this Section 1.9), Buyer will pay to Seller the amount of the Second Revenue Earn-Out Payment in immediately available funds by wire transfer to an account designated by Seller in writing. For the avoidance of doubt, if the Business’s Revenues for the Second Earn-Out Period are less than the Initial Period Revenues, no Second Earn-Out Payment shall be made. (d) As soon as practicable but in no event later than 30 days following the end of each Earn-Out Period, Buyer will prepare and deliver to Seller a statement (an “Earn-Out ConsiderationStatement”) detailing Buyer’s calculation of the Business’s Revenues for the Equity Interests applicable Earn-Out Period, and Transferred Assets, Purchaser shall pay to Seller Parent (on behalf calculation of Sellers) an amount, if any, equal to: (i) Three Million Dollars ($3,000,000.00) if the Combined Adjusted EBITDA Margin exceeds five percent (5%); and (ii) an additional Two Million Dollars ($2,000,000.00) if the Combined Adjusted EBITDA Margin exceeds seven percent (7%) (it being understood Earn-Out Payment for that the amounts set forth in the foregoing clauses (i) and (ii) are cumulative and not alternative)Earn-Out Period, in each case in accordance with this Section 2.51.9. For the avoidance of doubt, in no event shall the A sample Earn-Out Consideration payable to Sellers pursuant to this Section 2.5 exceed Five Million Dollars ($5,000,000.00Statement is attached as Exhibit 1.9(d) in hereto. On or before the aggregate (60th day following the “Maximum end of such Earn-Out Consideration Amount”). (b) Following Period, Buyer shall pay to Seller the Closing, Purchaser shall, and shall cause its Affiliates (including the Transferred Entities) to, (i) maintain adequate financial records for, and allocate costs to, the Combined Business in accordance with Purchaser’s internal reporting policies and requirements and US GAAP; and (ii) not take or omit to take any actions with a purpose or intention to avoid, reduce, or otherwise frustrate the payment amount of the Earn-Out Consideration. (c) With respect to each of Fiscal Year 2016 and Fiscal Year 2017, no later than 10 days after the filing of Purchaser’s annual report on Form 10-K with the SEC for such fiscal year or, if Purchaser is no longer required to file such report or if such report is not timely filed by Purchaser, no later than 75 days after the end of such fiscal year, Purchaser shall prepare (or cause to be prepared) and deliver to Seller Parent financial statements (the “Payment set forth in that Earn-Out Financial Statements”) prepared in accordance with US GAAP consistently applied and consisting of a balance sheet and statements of incomeStatement, changes in stockholders equity and cash flows without prejudice to Seller’s right to dispute the calculation of the Combined Business as of Revenues for that Earn-Out Period or the end of, and for, such fiscal year, together with calculations of (i) in respect calculation of the Earn-Out Financial Statements delivered for Fiscal Year 2016, the Combined Adjusted EBITDA and Combined Revenue for Fiscal Year 2016 and Payment in accordance with this Section 1.9. (iie) in respect of the An Earn-Out Financial Statements Statement delivered for Fiscal Year 2017, by Buyer pursuant to Section 1.9(d) will become final and binding upon the Combined Adjusted EBITDA Parties (and Combined Revenue for Fiscal Year 2017 and the resulting calculation of the Combined Adjusted EBITDA Margin. Following delivery of any such Earn-Out Financial Statements to Seller Parent, Purchaser agrees to provide Seller Parent and its accountants and representatives access to Statement will evidence the books and records of the Combined Business to the extent reasonably requested by Seller Parent in connection with its review of the Final Earn-Out Financial Statements and will cause appropriate personnel of Purchaser and the Combined Business to provide reasonable assistance to Seller Parent and its representatives Amount for the purpose of reviewing the such Earn-Out Financial Statements. Purchaser shall, at no cost to Purchaser, permit Seller Parent’s accountants to review and make copies of all work papers used to support account balances in the Period) 30 days after Buyer delivers such Earn-Out Financial Statements. (d) In the event that Statement to Seller, unless Seller Parent disputes any delivers written notice of the Earn-Out Financial Statements delivered pursuant to Section 2.5(c), Seller Parent shall deliver a notice its disagreement (an “Earn-Out Dispute Notice”) to Buyer before the end of such effect no later than forty30-five day period. If an Earn-Out Dispute Notice is delivered by Buyer within such 30-day period, then the Final Earn-Out Amount for the applicable Earn-Out Period (45as finally determined in accordance with clause (i) Business Days after and (ii) below) will become final and binding upon the Parties on the earlier of (i) the date the Parties resolve in writing any differences they have with respect to all matters specified in such Earn-Out Dispute Notice or (ii) the date any disputed matters are fully resolved in writing by an independent nationally or regionally recognized public accounting firm agreed upon by the Parties in writing (the “Accountant”) pursuant to Section 1.9(f); provided that the Accountant shall not have provided any tax or accounting services to either Party within the two-year period prior to its designation hereunder. If the Parties are unable to agree upon the Accountant within 30 days following Seller’s delivery of the Earn-Out Financial Statements Dispute Notice, either Party may apply to any state or federal court in the State of Delaware to designate the Accountant for Fiscal Year 2017 (it being understood that Seller Parent shall be entitled to object to purposes hereof. The Accountant will only resolve any such dispute based on the financial or accounting calculation of Revenues or the Earn-Out Financial Statements Payment for Fiscal Year 2016 and discuss the same with Purchaser prior to such date without prejudice to its rights hereunderapplicable Earn-Out Period; any other disputes (including those arising under Section 1.9(i), and any such dispute shall ) which are not resolved by the Parties’ mutual agreement may be resolved under Section 9.16). (f) During the procedures set forth in clauses (i), (ii), (iii) and (v) 30-day period after the delivery of Section 2.2(d) of this Agreement (with the provisions of such Section relating to disputed items set forth in a Notice of Disagreement applying mutatis mutandis to disputed items set forth in an Earn-Out Dispute Notice, except Buyer and Seller will seek in good faith to resolve in writing any differences that references they have with respect to Specified Accounting Principles shall be deemed to refer to US GAAP consistently applied). (e) If Seller Parent is entitled to payment of any matter specified in such Earn-Out Consideration pursuant to this Section 2.5Dispute Notice. If, Purchaser shall pay to at the end of such 30-day period, Buyer and Seller Parent (have not reached agreement on behalf of all Sellers) an amount such matters, then either Buyer or Seller may submit those matters which remain in cash equal dispute to the applicable Earn-Out Consideration (i) within five (5) Business Days Accountant for review and resolution as an expert and not as an arbitrator. Buyer and Seller will jointly engage the Accountant and will enter into an engagement letter with the Accountant promptly after expiration retention, which may include customary indemnification, confidentiality and other provisions proposed by the Accountant. Seller and Buyer will cooperate with the Accountant in good faith and in all reasonable respects as may be requested by the Accountant, including providing the Accountant reasonable access during normal business hours and on reasonable advance notice to any relevant personnel, properties, and books and records of the forty-five (45) Business Day period after delivery of Business. Seller and Buyer will cause the Earn-Out Financial Statements for Fiscal Year 2017 if Seller Parent does not deliver an Accountant to limit its review and determination to those items set forth on the Earn-Out Dispute Notice within that remain in dispute and that relate to accounting matters, and to deliver a written report containing its calculations of each such forty-five (45) Business Day period or (ii) within five (5) Business Days disputed item. The final determination of the final resolution Accountant will be made in strict accordance with the terms of all disputed items set forth in an this Agreement (including the definitions related to the Earn-Out Dispute Notice delivered Payments). The Accountant will render its written report resolving such items in dispute as soon as possible after completion of written submissions to the Accountant. The Accountant will determine the items in dispute solely based on written submissions made by Seller and Buyer (and their respective representatives) consistent with the terms hereof (and not by independent review) which submissions, respectively, will be submitted to the Accountant and the other Party within 30 days after the Accountant is engaged. None of Seller, Buyer, or their respective representatives will have any ex parte communications or meetings with the Accountant concerning the subject matter hereof without the prior written consent of the other Party. The Accountant will not assign a value to any disputed item that is greater than the greater value for such disputed item claimed by either Party in its written submission or less than the lesser value for such item claimed by either Party in its written submission. All disputed matters resolved pursuant to Section 2.5(d)a final written report of the Accountant will be final, in each case by wire transfer of immediately available funds to an account or accounts designated in writing by Seller Parent. conclusive and binding on the Parties hereto absent manifest error. Within ten (f) If an Earn-Out Acceleration Event occurs following the Closing Date, Purchaser shall pay, or cause to be paid, to Seller Parent (on behalf of all Sellers) by wire transfer of immediately available funds to an account or accounts designated in writing by Seller Parent, an amount in cash equal to the Maximum Earn-Out Consideration Amount no later than five (510) Business Days following the occurrence of Accountant’s final determination as set forth above, Buyer shall pay Seller the amount (if any) by which the applicable Final Earn-Out Acceleration Event. Purchaser shall, and shall cause its Affiliates to, promptly notify Seller Parent in writing promptly following the entry into an agreement or other understanding in respect of an Amount exceeds Earn-Out Acceleration EventPayment paid with the Earn-Out Statement delivered under Section 1.9(d).

Earn-Out. (a) As additional consideration Subject to subparagraph (the “Earn-Out Consideration”c) for the Equity Interests and Transferred Assetsbelow, Purchaser shall pay Sellers an amount in cash (the "Earn-out"), in the aggregate not to Seller Parent exceed $15,000,000 (on behalf of Sellers) an amountunless required pursuant to Section 2.7(c)(iii)), if any, equal to: (i) Three Million Dollars ($3,000,000.00) if the Combined Adjusted EBITDA Margin exceeds payable in five percent (5%) equal installments of $3,000,000 each (unless required pursuant to Section 2.7(c)(iii); ), over a five (5) year period, provided that the Companies' EBITDA for each of the Companies' fiscal years ending in 1998, 1999, 2000, 2001 and 2002 (iieach, a "Test Year") an additional Two Million Dollars equals or exceeds 105% of the projections for such fiscal year, respectively ($2,000,000.00each, "Target EBITDA") if the Combined Adjusted EBITDA Margin exceeds seven percent (7%as set forth on Schedule 2.7(a) (it being understood provided that in the amounts case of payments pursuant to Section 2.7(c)(iii), such payments shall be made as set forth in Schedule 2.7(c)(iii)); provided that if in any Test Year the foregoing clauses (i) and (ii) are cumulative and Companies' EBITDA equals or exceeds 75% of the Target EBITDA for such Test Year but does not alternative)equal or exceed 105% of such Target EBITDA, in each case in accordance with this Section 2.5. For the avoidance of doubt, in no event Purchaser shall pay Xxxxxxx the Earn-Out Consideration payable to Sellers pursuant to out that he would otherwise be paid under this Section 2.5 2.7(a) if EBITDA did equal or exceed Five Million Dollars ($5,000,000.00) in the aggregate (the “Maximum Earn-Out Consideration Amount”)105% of such Target EBITDA. (b) Following Within 90 days following the Closingclose of each fiscal year of the Compa- xxxx ending in 1998, 1999, 2000, 2001 and 2002, Purchaser shallshall deliver to Sellers an income statement of the Companies for such fiscal year, and shall cause its Affiliates accompanied by (including A) a certification thereof by SFX's chief financial officer to the Transferred Entities) to, effect that such income statement (i) maintain adequate financial records forhas been prepared in conformity with generally accepted accounting principles, and allocate costs toapplied on a basis consistent with the application of such principles in the audit of the Financial Statements, the Combined Business in accordance with Purchaser’s internal reporting policies and requirements and US GAAP; and (ii) not take or omit to take any actions with a purpose or intention to avoid, reduce, or otherwise frustrate fairly presents the payment results of the Companies' operations for such fiscal year, and (B) a notice specifying the Companies' EBITDA for such fiscal year (the "Earn-Out Considerationout Notice"), showing in reasonable detail the computation thereof to be accompanied by a certification by SFX's chief financial officer that such computation was performed in a manner consistent with the preparation of the Financial Statements and based on the Companies' books and records. The Earn-out, if any, payable for such fiscal year, shall be paid to Xxxxxxx or Sellers as the case may be as set forth on Schedule 2.7(a) within 30 days following the delivery required by the preceding sentence by wire transfer of immediately available federal funds to an account designated by each Seller, subject to Section 2.7(d) below. (c) With Notwithstanding the foregoing: (i) If in any Test Year (the "Current Test Year"), the Companies' EBITDA (determined as set forth in subparagraph (b) above) is in an amount equal to less than 105% of Target EBITDA for such Current Test Year, then, at the direction of Xxxx, any portion of any excess of EBITDA from one or more prior Test Years over 105% of the respective Target EBITDA for each of such prior Test Years (the "Carry Forward Amount") may be added to the EBITDA for the Current Test Year in such amounts as Xxxx may determine and the result of the addition shall be deemed to be the EBITDA for such Current Test Year for purposes of paying the Earn-out amount for such Current Test Year under subparagraph (a) above; provided that if any payment was previously made with respect to such Carry Forward Amount in a prior Test Year pursuant to clause (c)(iii) below, the amount due pursuant to paragraph (a) with respect to the Current Test Year shall be reduced by the payment made with respect to the Carry Forward Amount pursuant to clause (c)(iii) in such prior Test Year and the Sellers shall reimburse each other for prior overpayments received. (ii) If in any Current Test Year, the Companies' EBITDA (determined as set forth in subparagraph (b) above) is in an amount equal to more than 105% of Fiscal Year 2016 and Fiscal Year 2017, no later than 10 days after the filing of Purchaser’s annual report on Form 10-K with the SEC Target EBITDA for such fiscal year orCurrent Test Year, if Purchaser is no longer required then, at the direction of Xxxx, any portion of any excess of EBITDA from such Current Test Year and any prior Test Years for which EBITDA exceeded 105% of the related Test Year's Target EBITDA as the case may be (the "Carry Back Amount") may be added to file the EBITDA for any prior Test Year in such report or amounts as Xxxx may determine and the result of the addition shall be deemed to be the EBITDA for such prior Test Year for purposes of paying the Earn-out amount for such Test Year under subparagraph (a) above and any Earn-out payment that was not otherwise made with respect to such prior Test Year due to the failure of the EBITDA in such prior Test Year to have been in an amount greater than 105% of the Target EBITDA for such prior Test Year shall be due and payable as if such report is not timely filed by Purchaser, no later than 75 days after the end of such fiscal year, Purchaser shall prepare (or cause to be prepared) and deliver to Seller Parent financial statements (the “Earn-Out Financial Statements”out payment were due with respect to the Current Test Year and shall be in addition to any amount due with respect to the Current Test Year. (iii) prepared If for any Current Test Year, the Companies' EBITDA for such Current Test Year (increased by any Carry Forward Amount determined and added in accordance with US GAAP consistently applied and consisting of a balance sheet and statements of income, changes subparagraph (c)(ii) above and/or decreased by any Carry Back Amount to the extent derived from the EBITDA for such Current Test Year in stockholders equity and cash flows accordance with subparagraph (c)(ii) above) exceeds 100% of the Combined Business as Target EBITDA for such Current Test Year and the aggregate amount of such EBITDA constitutes a percentage of Target EBITDA for such Current Test Year set forth below, then the Earn-out amount for such Test Year shall be increased by an amount equal to the percentage of the end ofexcess EBITDA over 100% of such Target EBITDA set forth opposite the Total EBITDA below (which increase will be paid as set forth on Schedule 2.7(c)(iii)): Increase in Earn-out Equal to Aggregate EBITDA Equals This this Percentage of the Excess of Percentage of Target EBITDA EBITDA Over Target EBITDA --------------------------- ------------------------- Test Years Test Years 1998, and for1999, 2000 2001, 2002 ---------------- ---------- 100% - 110% - 0 - - 0 - More than 110% - 125% 10% - 0 - More than 125% - 150% 15% 15% More than 150% 20% 20% Notwithstanding the foregoing, in the event EBITDA for any Test Year exceeds 105% of the Target EBITDA for such Test Year, such fiscal year, together with calculations of excess may be used as the basis for a Carry Forward Amount under clause (i) in respect of the Earn-Out Financial Statements delivered for Fiscal Year 2016above, the Combined Adjusted EBITDA and Combined Revenue for Fiscal Year 2016 and or or a Carry Back Amount under clause (ii) in respect above, or a combination thereof, but no portion of the Earn-Out Financial Statements delivered for Fiscal Year 2017, the Combined Adjusted EBITDA such excess may be so used under both clause (i) and Combined Revenue for Fiscal Year 2017 and the resulting calculation of the Combined Adjusted EBITDA Margin. Following delivery of any Earn-Out Financial Statements to Seller Parent, Purchaser agrees to provide Seller Parent and its accountants and representatives access to the books and records of the Combined Business to the extent reasonably requested by Seller Parent in connection with its review of the Earn-Out Financial Statements and will cause appropriate personnel of Purchaser and the Combined Business to provide reasonable assistance to Seller Parent and its representatives for the purpose of reviewing the Earn-Out Financial Statements. Purchaser shall, at no cost to Purchaser, permit Seller Parent’s accountants to review and make copies of all work papers used to support account balances in the Earn-Out Financial Statementsclause (ii). (div) In the event that Seller Parent disputes any of a Business Disposition prior to the completion of the Earn-Out Financial Statements delivered pursuant final Test Year: (1) If such Business Disposition is consummated on or prior to Section 2.5(c), Seller Parent shall deliver a notice (an “Earn-Out Dispute Notice”) to such effect no later than forty-five (45) Business Days after delivery the first anniversary of the Earn-Out Financial Statements for Fiscal Year 2017 (it being understood that Seller Parent Closing Date, then SFX shall be entitled to object pay to the Earn-Out Financial Statements for Fiscal Year 2016 and discuss Sellers, in the same with Purchaser prior to such date without prejudice to its rights hereunder), and any such dispute shall be resolved under the procedures proportions set forth in clauses (iSchedule 2.7(a), (iiat the election of Xxxx, in lieu of any payment under Section 2.7(a), (iii) and (v) of Section 2.2(d) of this Agreement (with on the provisions date of such Section relating to disputed items set forth in a Notice of Disagreement applying mutatis mutandis to disputed items set forth in an Earn-Out Dispute Noticeconsummation, except that references to Specified Accounting Principles shall be deemed to refer to US GAAP consistently applied). (e) If Seller Parent is entitled to payment of any Earn-Out Consideration pursuant to this Section 2.5, Purchaser shall pay to Seller Parent (on behalf of all Sellers) an amount in cash equal to the applicable Earn(A) one-Out Consideration (i) within five (5) Business Days after expiration third of the forty-five Disposition Profit up to $45,000,000 of Disposition Profit (45i.e., a payment of up to $15,000,000) Business Day period after delivery plus (B) 10% of the Earn-Out Financial Statements for Fiscal Year 2017 if Seller Parent does not deliver an Earn-Out Dispute Notice within such forty-five (45) Business Day period or (ii) within five (5) Business Days any Disposition Profit in excess of the final resolution of all disputed items set forth in an Earn-Out Dispute Notice delivered pursuant to Section 2.5(d), in each case $45,000,000; which payment shall be made by wire transfer of immediately available federal funds to an account or accounts designated in writing by each Seller Parentand no further payments under this Section 2.7 shall be due. (f2) If an Earn-Out Acceleration Event occurs following such Business Disposition is consummated on a date after the first anniversary of the Closing DateDate and prior to the end of the final Test Year, Purchaser SFX shall paypay to the Sellers, or cause to be paidin the proportions set forth in Schedule 2.7(a), to Seller Parent (at the election of Xxxx, in lieu of any payment under Section 2.7(a), on behalf the date of all Sellers) by wire transfer of immediately available funds to an account or accounts designated in writing by Seller Parentsuch consummation, an amount in cash equal to the Maximum Earn-Out Consideration Amount amount owed for any Test Years completed but not yet paid plus the greater of (A) the product of (x) the result of (i) total prior payments made pursuant to Section 2.7(a) (including any for Test Years completed but not yet paid) divided by (ii) the number of Test Years completed, multiplied by (y) the number of Test Years not yet completed; and (B) 10% of any Disposition Profit; which payment shall be made by wire transfer of immediately available federal funds to an account designated by each Seller and no later than five further payments under this Section 2.7 shall be due. (53) For purposes of this Section 2.7(c)(v), "Business Days following Disposition" shall mean the occurrence transfer, in a transaction or series of related transactions, of all or substantially all of the applicable Earn-Out Acceleration Event. Purchaser shallassets of FAME or 50% or more of the voting power or equity of FAME by merger, and shall cause its Affiliates tostock sale, promptly notify Seller Parent in writing promptly following the entry into an recapitalization, reorganization, foreclosure on a pledge, voting agreement or other understanding transfer from Purchaser to any other Person that is not a wholly owned subsidiary of SFX (including by transfer of interests in respect a direct or indirect parent of an Earn-Out Acceleration EventFAME).

Earn-Out. (a) As additional consideration (the “Earn-Out Consideration”) for the Equity Interests and Transferred Assets, Purchaser shall pay Subject to Seller Parent (on behalf of Sellers) an amount, if any, equal to: (i) Three Million Dollars ($3,000,000.00) if the Combined Adjusted EBITDA Margin exceeds five percent (5%); and (ii) an additional Two Million Dollars ($2,000,000.00) if the Combined Adjusted EBITDA Margin exceeds seven percent (7%) (it being understood that the amounts set forth in the foregoing clauses (iSections 2.4(b) and (ii) are cumulative and not alternative)2.5, as determined on each Anniversary Date, the Buyer shall pay, in each case cash or shares of HIL Common Stock, to the Sellers an amount determined in accordance with this Section 2.5. For the avoidance of doubtSchedule 2.4 (each, in no event shall the an "Earn-Out Consideration payable out Payment" and collectively, the "Earn-out Payments"). The aggregate amount to Sellers be paid pursuant to this Section 2.5 the preceding sentence shall not exceed Five Twenty Four Million Dollars Seven Hundred and Fifty Thousand U.S. dollars ($5,000,000.00) in 24,750,000). As soon as practicable following each of the aggregate (respective Anniversary Dates, the “Maximum Earn-Out Consideration Amount”). (b) Following the Closing, Purchaser shall, and Buyer shall cause its Affiliates (including the Transferred Entities) to, (i) maintain adequate financial records for, and allocate costs to, the Combined Business in accordance with Purchaser’s internal reporting policies and requirements and US GAAP; and (ii) not take or omit to take any actions with preparation of a purpose or intention to avoid, reduce, or otherwise frustrate the payment calculation of the Earn-Out Consideration. out Payment relating to such Anniversary Date (ceach, an "Earn-out Calculation"). The Earn-out Calculation for each such year shall be delivered promptly to the Sellers following its completion, but in no event later than ninety (90) With respect to calendar days after each of Fiscal Year 2016 and Fiscal Year 2017, no later than 10 days after the filing of Purchaser’s annual report on Form 10-K with the SEC for such fiscal year or, if Purchaser is no longer required to file such report or if such report is not timely filed by Purchaser, no later than 75 days after the end of such fiscal year, Purchaser shall prepare (or cause to be prepared) and deliver to Seller Parent financial statements (the “Earn-Out Financial Statements”) prepared in accordance with US GAAP consistently applied and consisting of a balance sheet and statements of income, changes in stockholders equity and cash flows of the Combined Business as of the end of, and for, such fiscal year, together with calculations of (i) in respect of the Earn-Out Financial Statements delivered for Fiscal Year 2016, the Combined Adjusted EBITDA and Combined Revenue for Fiscal Year 2016 and (ii) in respect of the Earn-Out Financial Statements delivered for Fiscal Year 2017, the Combined Adjusted EBITDA and Combined Revenue for Fiscal Year 2017 and the resulting calculation of the Combined Adjusted EBITDA Marginrespective Anniversary Dates. Following delivery of any Earn-Out Financial Statements to Seller Parent, Purchaser agrees to provide Seller Parent and its accountants and representatives access to the books and records of the Combined Business to the extent reasonably requested by Seller Parent in connection with its review of the Earn-Out Financial Statements and will cause appropriate personnel of Purchaser and the Combined Business to provide reasonable assistance to Seller Parent and its representatives for the purpose of reviewing the Earn-Out Financial Statements. Purchaser shall, at no cost to Purchaser, permit Seller Parent’s accountants to review and make copies of all work papers used to support account balances in the Earn-Out Financial Statements. (d) In the event that Seller Parent disputes any of the Earn-Out Financial Statements delivered pursuant to Section 2.5(c), Seller Parent shall deliver a notice (an “Earn-Out Dispute Notice”) to such effect no later than forty-five (45) Business Days after delivery of the Earn-Out Financial Statements for Fiscal Year 2017 (it being understood that Seller Parent shall be entitled to object to the Earn-Out Financial Statements for Fiscal Year 2016 and discuss the same with Purchaser prior to such date without prejudice to its rights hereunder), and any such dispute shall be resolved under the procedures set forth in clauses (i), (ii), (iii) and (v) of Section 2.2(d) of this Agreement (with the provisions of such Section relating to disputed items set forth in a Notice of Disagreement applying mutatis mutandis to disputed items set forth in an Earn-Out Dispute Notice, except that references to Specified Accounting Principles shall be deemed to refer to US GAAP consistently applied). (e) If Seller Parent is entitled to payment of any Earn-Out Consideration pursuant to this Section 2.5, Purchaser The Buyer shall pay to Seller Parent the Sellers on or before the tenth (10th) business day following the date on behalf of all Sellers) an which such amount in cash equal becomes final and conclusive pursuant to the applicable terms hereof (such dates, respectively, the "2007 Earn-Out Consideration out Payment Date," the "2008 Earn-out Payment Date" and the "2009 Earn-out Payment Date"). The number (iadjusted, as appropriate, to reflect any stock split, reverse stock split or similar transaction effected by HIL that occurred between the tenth (10th) within five trading day immediately prior to an Anniversary Date and the following 0000 Xxxx-xxx Payment Date, the 2008 Earn-out Payment Date or the 2009 Earn-out Payment Date, as applicable) of Earn-out Shares (5as defined in Section 3.28) Business Days after expiration shall be determined based upon the average per share closing sale price of HIL Common Stock as reported on the New York Stock Exchange Composite Transaction Reporting System for the twenty (20) consecutive trading day period that ends on the tenth (10th) trading day immediately preceding each of the forty-five (45) Business Day period after delivery of the Earn-Out Financial Statements for Fiscal Year 2017 if Seller Parent does not deliver an Earn-Out Dispute Notice within such forty-five (45) Business Day period or (ii) within five (5) Business Days of the final resolution of all disputed items set forth in an Earn-Out Dispute Notice delivered pursuant to Section 2.5(d), in each case by wire transfer of immediately available funds to an account or accounts designated in writing by Seller Parentrespective Anniversary Dates. (f) If an Earn-Out Acceleration Event occurs following the Closing Date, Purchaser shall pay, or cause to be paid, to Seller Parent (on behalf of all Sellers) by wire transfer of immediately available funds to an account or accounts designated in writing by Seller Parent, an amount in cash equal to the Maximum Earn-Out Consideration Amount no later than five (5) Business Days following the occurrence of the applicable Earn-Out Acceleration Event. Purchaser shall, and shall cause its Affiliates to, promptly notify Seller Parent in writing promptly following the entry into an agreement or other understanding in respect of an Earn-Out Acceleration Event.

Earn-Out. (a) As additional consideration for the transfer of the Assets by Targets to Purchaser, Purchaser shall pay to ResponseBase certain payments (each, an “Earn-Out Payment”) based on quarterly Net Income for the two year period beginning October 1, 2002, and ending September 30, 2004 (the “Earn-Out ConsiderationPeriod”) for the Equity Interests and Transferred Assets). Unless a Net Income Dispute Notice is pending, Purchaser shall pay to Seller Parent (on behalf of Sellers) an amount, if any, equal to: (i) Three Million Dollars ($3,000,000.00) if the Combined Adjusted EBITDA Margin exceeds five percent (5%); and (ii) an additional Two Million Dollars ($2,000,000.00) if the Combined Adjusted EBITDA Margin exceeds seven percent (7%) (it being understood that the amounts set forth in the foregoing clauses (i) and (ii) are cumulative and not alternative), in each case in accordance with this Section 2.5. For the avoidance of doubt, in no event shall the Earn-Out Consideration payable to Sellers pursuant to this Section 2.5 exceed Five Million Dollars Payment shall be made within thirty ($5,000,000.0030) in days from the aggregate (the “Maximum Earn-Out Consideration Amount”). (b) Following the Closing, Purchaser shall, and shall cause its Affiliates (including the Transferred Entities) to, (i) maintain adequate financial records for, and allocate costs to, the Combined Business in accordance with Purchaser’s internal reporting policies and requirements and US GAAP; and (ii) not take or omit to take any actions with a purpose or intention to avoid, reduce, or otherwise frustrate the payment end of each fiscal quarter of the Earn-Out Consideration. (cPeriod and in accordance with the procedures set forth in Section 1.3(h) With below, provided that in the event a Net Income Dispute Payment is pending all undisputed portions of any Earn-Out Payment shall nonetheless by paid when due. The Earn-Out Payments, with respect to each of Fiscal Year 2016 and Fiscal Year 2017, no later than 10 days after the filing of Purchaser’s annual report on Form 10-K with the SEC for such fiscal year or, if Purchaser is no longer required to file such report or if such report is not timely filed by Purchaser, no later than 75 days after the end of such fiscal year, Purchaser shall prepare (or cause to be prepared) and deliver to Seller Parent financial statements (the “Earn-Out Financial Statements”) prepared in accordance with US GAAP consistently applied and consisting of a balance sheet and statements of income, changes in stockholders equity and cash flows of the Combined Business as of the end of, and for, such fiscal year, together with calculations of (i) in respect quarter of the Earn-Out Financial Statements delivered Period, shall be paid to ResponseBase as follows: (i) thirty percent (30%) of the quarterly Net Income for Fiscal Year 2016, the Combined Adjusted EBITDA and Combined Revenue for Fiscal Year 2016 and (ii) in respect first four quarters of the Earn-Out Financial Statements delivered for Fiscal Year 2017, the Combined Adjusted EBITDA and Combined Revenue for Fiscal Year 2017 and the resulting calculation Period; (ii) twenty percent (20%) of the Combined Adjusted EBITDA Margin. Following delivery of any Earn-Out Financial Statements to Seller Parent, Purchaser agrees to provide Seller Parent and its accountants and representatives access to quarterly Net Income for the books and records of the Combined Business to the extent reasonably requested by Seller Parent in connection with its review remaining four quarters of the Earn-Out Financial Statements and will cause appropriate personnel of Period. Notwithstanding anything to the contrary contained herein, in the event that XxXxxxx ceases to be employed by Purchaser and the Combined Business to provide reasonable assistance to Seller Parent and its representatives for the purpose of reviewing any reason other than terminated without “cause” by Purchaser, the Earn-Out Financial Statements. Purchaser shall, at no cost to Purchaser, permit Seller Parent’s accountants to review and make copies of all work papers used to support account balances in Payment for the Earn-Out Financial Statements. (d) In the event that Seller Parent disputes any corresponding fiscal quarter of the Earn-Out Financial Statements delivered pursuant to Section 2.5(c), Seller Parent shall deliver a notice Period (an the “Related Earn-Out Dispute NoticePayment”) shall be decreased by an amount equal to such effect no later than forty-five (45) Business Days after delivery of the Related Earn-Out Financial Statements for Fiscal Year 2017 (it being understood that Seller Parent shall be entitled to object to Payment minus the Related Earn-Out Financial Statements for Fiscal Year 2016 and discuss Payment multiplied by the fraction obtained from dividing the number of full calendar months remaining in such fiscal quarter by three (3). All remaining Earn-Out Payments shall be decreased by fifty percent (50%). The term “cause”, as used herein, shall have the same with Purchaser prior to such date without prejudice to its rights hereunder), and any such dispute shall be resolved under the procedures meaning as set forth in clauses (i)the employment agreement of even date herewith, (ii), (iii) entered into by and (v) of Section 2.2(d) of this Agreement (with the provisions of such Section relating to disputed items set forth in a Notice of Disagreement applying mutatis mutandis to disputed items set forth in an Earn-Out Dispute Notice, except that references to Specified Accounting Principles shall be deemed to refer to US GAAP consistently applied)between XxXxxxx and Purchaser. (e) If Seller Parent is entitled to payment of any Earn-Out Consideration pursuant to this Section 2.5, Purchaser shall pay to Seller Parent (on behalf of all Sellers) an amount in cash equal to the applicable Earn-Out Consideration (i) within five (5) Business Days after expiration of the forty-five (45) Business Day period after delivery of the Earn-Out Financial Statements for Fiscal Year 2017 if Seller Parent does not deliver an Earn-Out Dispute Notice within such forty-five (45) Business Day period or (ii) within five (5) Business Days of the final resolution of all disputed items set forth in an Earn-Out Dispute Notice delivered pursuant to Section 2.5(d), in each case by wire transfer of immediately available funds to an account or accounts designated in writing by Seller Parent. (f) If an Earn-Out Acceleration Event occurs following the Closing Date, Purchaser shall pay, or cause to be paid, to Seller Parent (on behalf of all Sellers) by wire transfer of immediately available funds to an account or accounts designated in writing by Seller Parent, an amount in cash equal to the Maximum Earn-Out Consideration Amount no later than five (5) Business Days following the occurrence of the applicable Earn-Out Acceleration Event. Purchaser shall, and shall cause its Affiliates to, promptly notify Seller Parent in writing promptly following the entry into an agreement or other understanding in respect of an Earn-Out Acceleration Event.

Earn-Out. (a) As Purchaser shall pay to the Sellers as additional consideration for the Purchased Assets an amount in cash not to exceed in the aggregate $53,000,000 (the “Earn-Out”) in accordance with this Section 2.7. An Earn-Out Payment (as defined below) may be achieved for each of the 12-month periods ending on December 31, 2014 and December 31, 2015 (each, an “Earn-Out Year”) as follows: (b) On or before February 28, 2015, Purchaser shall pay to the Sellers, an amount based on Total Revenues for the Earn-Out Year ending December 31, 2014, calculated as follows: (i) if Total Revenues for such Earn-Out Year are less than $30,000,000, no Earn-Out Payment will be due and payable; or (ii) if Total Revenues for such Earn-Out Year are greater than $30,000,000 but less than $50,000,000, an amount equal to fifteen percent (15%) of the Total Revenues for such Earn-Out Year multiplied by a fraction, the numerator of which is Total Revenues for such Earn-Out Year in excess of $30,000,000 and the denominator of which is $20,000,000; or (iii) if Total Revenues for such Earn-Out Year are greater than $50,000,000, an amount equal to fifteen percent (15%) of Total Revenues. (c) On or before February 29, 2016, Purchaser shall pay to the Sellers, an amount based on Total Revenues for the Earn-Out Year ending December 31, 2015, calculated as follows: (i) if Total Revenues for such Earn-Out Year are less than $40,000,000, no Earn-Out Payment will be due and payable; or (ii) if Total Revenues for such Earn-Out Year are greater than $40,000,000 but less than $60,000,000, an amount equal to fifteen percent (15%) of the Total Revenues for such Earn-Out Year multiplied by a fraction, the numerator of which is Total Revenues for such Earn-Out Year in excess of $40,000,000 and the denominator of which is $20,000,000; or (iii) if Total Revenues for such Earn-Out Year are greater than $60,000,000, an amount equal to fifteen percent (15%) of Total Revenues. (d) No later than 30 days after Astronics Corporation files its quarterly financial statements for a quarter of an Earn-Out Year with the Securities and Exchange Commission, Purchaser will provide a reasonably detailed breakdown of all of Purchaser’s and Astronics Corporation’s (including any Subsidiaries’) revenues includable in Total Revenues to Sellers in a form that will enable Sellers to reasonably estimate the amount of the potential Earn-Out Payment attributable to such quarter. Purchaser shall deliver to the Sellers a computation (the “Earn-Out ConsiderationStatement”) for of Total Revenue and the Equity Interests and Transferred Assets, Purchaser shall pay to Seller Parent (on behalf portion of Sellers) an amountthe Earn-Out, if any, equal to: (i) Three Million Dollars ($3,000,000.00) if the Combined Adjusted EBITDA Margin exceeds five percent (5%); and (ii) an additional Two Million Dollars ($2,000,000.00) if the Combined Adjusted EBITDA Margin exceeds seven percent (7%) (it being understood that the amounts set forth in the foregoing clauses (i) and (ii) are cumulative and not alternative), in each case in accordance with this Section 2.5. For the avoidance of doubt, in no event shall the Earn-Out Consideration payable attributable to Sellers pursuant to this Section 2.5 exceed Five Million Dollars ($5,000,000.00) in the aggregate (the “Maximum Earn-Out Consideration Amount”). (b) Following the Closing, Purchaser shall, and shall cause its Affiliates (including the Transferred Entities) to, (i) maintain adequate financial records for, and allocate costs to, the Combined Business in accordance with Purchaser’s internal reporting policies and requirements and US GAAP; and (ii) not take or omit to take any actions with a purpose or intention to avoid, reduce, or otherwise frustrate the payment of the Earn-Out Consideration. (c) With respect to each of Fiscal Year 2016 and Fiscal Year 2017, no later than 10 days after the filing of Purchaser’s annual report on Form 10-K with the SEC for such fiscal year or, if Purchaser is no longer required to file such report or if such report is not timely filed by Purchaser, no later than 75 days after the end of such fiscal year, Purchaser shall prepare (or cause to be prepared) and deliver to Seller Parent financial statements (the “Earn-Out Financial Statements”) prepared in accordance with US GAAP consistently applied and consisting of a balance sheet and statements of income, changes in stockholders equity and cash flows of the Combined Business as of the end of, and for, such fiscal year, together with calculations of (i) in respect of the Earn-Out Financial Statements delivered for Fiscal Year 2016, the Combined Adjusted EBITDA and Combined Revenue for Fiscal Year 2016 and (ii) in respect of the Earn-Out Financial Statements delivered for Fiscal Year 2017, the Combined Adjusted EBITDA and Combined Revenue for Fiscal Year 2017 and the resulting calculation of the Combined Adjusted EBITDA Margin. Following delivery of any Earn-Out Financial Statements to Seller Parent, Purchaser agrees to provide Seller Parent and its accountants and representatives access to the books and records of the Combined Business to the extent reasonably requested by Seller Parent in connection with its review of the Earn-Out Financial Statements and will cause appropriate personnel of Purchaser and the Combined Business to provide reasonable assistance to Seller Parent and its representatives for the purpose of reviewing the Earn-Out Financial Statements. Purchaser shall, at no cost to Purchaser, permit Seller Parent’s accountants to review and make copies of all work papers used to support account balances in the Earn-Out Financial Statements. (d) In the event that Seller Parent disputes any of the Earn-Out Financial Statements delivered pursuant to Section 2.5(c), Seller Parent shall deliver a notice period (an “Earn-Out Dispute NoticePayment”) at the time it makes the Earn-Out Payment; provided, however, if no Earn-Out Payment is payable with respect to an Earn-Out Year, such effect Earn-Out Statement will be delivered no later than fortythe last day of February of the year immediately following such Earn-five Out Year. Unless within twenty (4520) Business Days days after delivery receipt of such computation, the Sellers deliver written notice to the Purchaser setting forth any and all items of disagreement relating to such computation, the computation will be conclusive and binding on the Sellers. Such 20-day period shall be tolled while Sellers are waiting to receive any work papers or other information reasonably requested by Sellers which were used by the Purchaser or its Affiliates in connection with their preparation of the Earn-Out Financial Statements for Fiscal Year 2017 (it being understood that Seller Parent shall be entitled to object to the Earn-Out Financial Statements for Fiscal Year 2016 and discuss the same with Purchaser prior to such date without prejudice to its rights hereunder), and any such dispute shall be resolved under the procedures set forth in clauses (i), (ii), (iii) and (v) of Section 2.2(d) of this Agreement (with the provisions of such Section relating to disputed items set forth in a Notice of Disagreement applying mutatis mutandis to disputed items set forth in an Earn-Out Dispute Notice, except that references to Specified Accounting Principles shall be deemed to refer to US GAAP consistently applied)Statement. (e) If Seller Parent is entitled to payment of any Earnthe Sellers deliver a dispute notice within such 20-Out Consideration pursuant to this Section 2.5day period, Purchaser shall pay to Seller Parent (on behalf of all Sellers) an amount in cash equal to the applicable Earn-Out Consideration (i) within five (5) Business Days after expiration of the forty-five (45) Business Day period after delivery as adjusted, following receipt of the Earn-Out Financial Statements Statement, the Purchaser and the Sellers shall use commercially reasonable efforts to resolve their differences for Fiscal Year 2017 if Seller Parent does not deliver an a period of ten (10) days. If the Purchaser and the Sellers are unable to resolve their differences within such period, the dispute shall be resolved by the Independent Accountants. The Purchaser and the Sellers will request that the Independent Accountants render a determination as to the computation of the Earn-Out Dispute Notice Payment within thirty (30) days after their retention, and the Purchaser and the Sellers will cooperate fully with the Independent Accountants so as to facilitate a final determination as quickly and as accurately as possible. In making such fortyresolution, the Independent Accountants will consider only those issues, items or amounts in the Earn-five Out Statement as to which the Sellers have disagreed in writing in the aforementioned dispute notice. The Independent Accountants’ final determination (45the “Final Earn-Out Report”) Business Day period or (ii) within five (5) Business Days for any given Earn-Out Year will be in writing and will be binding on the Purchaser and the Sellers. The fees and expenses of the final resolution Independent Accountants will be paid by the Purchaser and the Sellers in the same proportion as the dollar amount of the determination in such party’s favor reflected in the Final Earn-Out Report bears to the total dollar amount of all disputed items set forth in an items. In the event that any amount is payable as the Earn-Out Dispute Notice delivered pursuant to Payment under this Section 2.5(d2.7(e), in each case the Purchaser will pay such amount by wire transfer of immediately available funds to an account or accounts designated by the Sellers as soon as reasonably practicable but in writing by Seller Parentno event later than five Business Days following the receipt of the Final Earn-Out Report. (f) If an Any Earn-Out Acceleration Event occurs following Payments to which the Closing Date, Purchaser Sellers are entitled to under this Section 2.7 shall pay, or cause to be paid, to Seller Parent (on behalf of all Sellers) by wire transfer of immediately available funds to an account or accounts designated in writing by Seller Parent, an amount in cash bear simple interest at a rate equal to 6% per annum commencing on March 1st of the Maximum Earn-Out Consideration Amount no later than five (5) Business Days year immediately following the occurrence of the applicable Earn-Out Acceleration Event. Purchaser shall, and shall cause its Affiliates to, promptly notify Seller Parent in writing promptly following the entry into an agreement or other understanding in respect of an Year for which such Earn-Out Acceleration EventPayment is due. Such interest shall be payable to the Sellers in immediately available funds upon demand. In addition, the Sellers shall be promptly reimbursed from the Purchaser for any and all costs or expenses of any nature or kind whatsoever (including, but not limited to, all attorneys’ fees) incurred in seeking to collect such unpaid Earn-Out Payments or to enforce the provisions of this Section 2.7. (g) The Purchaser agrees to act in good faith and in a manner consistent with the intention of the Parties such that the Sellers have a reasonable opportunity to earn the full Earn-Out. It is the Parties’ expectation that during the period of the Earn-Out the Business shall be managed and operated in a manner that is substantially consistent with past practice. Notwithstanding anything in this Agreement to the contrary, (i) in no event will the Purchaser be required to enter any line of business in which the Sellers were not engaged prior to the Closing Date (a “New Business Line”), including but not limited to the transmission of content to and from aircraft and (ii) as to any New Business Line, Purchaser reserves the right at all times and in all situations to pursue, or not pursue a New Business Line in its sole discretion, based on its sole judgment, including but not limited to its determination that not pursuing the New Business Line is in Purchaser’s or any of its Affiliate’s best interests, even if those interests conflict with the specific interests of the Sellers. Purchaser shall have no obligation whatsoever to pursue any New Business Line, it does not wish to, and the Parties agree that the Purchaser’s judgment in such matters is final. (h) If in any Earn-Out Year there is a sale of substantially all of the assets of Purchaser to a third party, and the provisions of this Section 2.7 are not binding upon the acquiror in such an asset sale by operation of Law or are not expressly assumed by the acquiror in such asset sale (an “Asset Sale”), the applicable Earn-Out Payment in the Earn-Out Year in which such a transaction occurs, notwithstanding any other provision of this Section 2.7 to the contrary, will be equal to the sum of a pre-Asset Sale Earn-Out Payment amount and a post-Asset Sale Earn Out payment amount, calculated as follows: (i) The pre-Asset Sale Earn-Out Payment amount will be calculated in accordance with Section 2.7 (b) or (c) as applicable, except (A) Total Revenues shall mean Total Revenues for such Earn-Out Year through the date of the Asset Sale and (B) the dollar thresholds provided under Subsections 2.7(b) and (c), as applicable, will be reduced to an amount equal to such dollar threshold amount multiplied by a fraction the numerator of which is the total number of days in the Earn-Out Year through the closing date of the Asset Sale and the denominator of which is the total number of days in the Earn-Out Year (the “Pre-Asset Sale Fraction”); and (ii) if the Asset Sale occurs in the 2014, the post-Asset Sale Earn-Out Payment will be equal to the sum of (A) fifteen percent (15%) of the product of (x) $68,000,000 multiplied by (y) one minus the Pre-Asset Sale Fraction, plus (B) $13,950,000; or (iii) if the Asset Sale occurs in 2015, the post-Asset Sale Earn-Out Payment will be equal to fifteen percent (15%) of the product of (A) $93,000,000 multiplied by (B) one minus the Pre-Asset Fraction.

Earn-Out. (a) As additional consideration for Company Capital Stock, Parent shall pay certain earn-out amounts to those Stockholders who were entitled to receive a Closing Payment computed in accordance with, and subject to, the provisions of Schedule 2.09 (the “Earn-Out ConsiderationPayments”) for in accordance with their Applicable Percentages; provided, that (A) 45% of the Equity Interests and Transferred Assetsportion of any Earn-Out Payment that is otherwise payable to the holders of Company Common Stock will be reduced (but not below zero) by the sum of (i) any unpaid amounts owed to Parent pursuant to Section 2.08(f), Purchaser shall pay plus (ii) the amount of any indemnification payment owed to Seller any Parent Indemnitees under Article VII that has not been paid from the Escrow Fund, plus (on behalf of Sellersiii) an the amount, if any, equal to: by which any Unresolved Claim exceeds any associated Retained Amounts, and (i) Three Million Dollars ($3,000,000.00B) if the Combined Adjusted EBITDA Margin exceeds five percent (5%); and (ii) an additional Two Million Dollars ($2,000,000.00) if the Combined Adjusted EBITDA Margin exceeds seven percent (7%) (it being understood that the amounts set forth sum described in the foregoing clauses preceding clause (iA) and (ii) are cumulative and not alternative), in each case in accordance with this Section 2.5. For exceeds 45% of the avoidance portion of doubt, in no event shall the such Earn-Out Consideration Payment that was otherwise payable to Sellers pursuant to this Section 2.5 exceed Five Million Dollars ($5,000,000.00) in the aggregate (the “Maximum Earn-Out Consideration Amount”). (b) Following the Closingholders of Company Common Stock, Purchaser shall, and shall cause its Affiliates (including the Transferred Entities) to, (i) maintain adequate financial records for, and allocate costs to, the Combined Business in accordance with Purchaser’s internal reporting policies and requirements and US GAAP; and (ii) not take or omit to take any actions with a purpose or intention to avoid, reduce, or otherwise frustrate the payment 45% of the Earn-Out Consideration. (c) With respect to each of Fiscal Year 2016 and Fiscal Year 2017, no later than 10 days after the filing of Purchaser’s annual report on Form 10-K with the SEC for such fiscal year or, if Purchaser is no longer required to file such report or if such report is not timely filed by Purchaser, no later than 75 days after the end of such fiscal year, Purchaser shall prepare (or cause to be prepared) and deliver to Seller Parent financial statements (the “Earn-Out Financial Statements”) prepared in accordance with US GAAP consistently applied and consisting of a balance sheet and statements of income, changes in stockholders equity and cash flows of the Combined Business as of the end of, and for, such fiscal year, together with calculations of (i) in respect of the Earn-Out Financial Statements delivered for Fiscal Year 2016, the Combined Adjusted EBITDA and Combined Revenue for Fiscal Year 2016 and (ii) in respect of the Earn-Out Financial Statements delivered for Fiscal Year 2017, the Combined Adjusted EBITDA and Combined Revenue for Fiscal Year 2017 and the resulting calculation of the Combined Adjusted EBITDA Margin. Following delivery portion of any Earn-Out Financial Statements to Seller Parent, Purchaser agrees to provide Seller Parent and its accountants and representatives access Payment that is otherwise payable to the books holders of Company Series A Preferred will be reduced (but not below zero) by the amount of such excess. The aggregate dollar amount of funds retained under this Section 2.09 related to a properly asserted Unresolved Claim (each an “Earnout Holdback Amount”) shall be retained until Final Resolution of such Unresolved Claim, and records upon such Final Resolution any remaining balance of the Combined Business Earnout Holdback Amount for such Unresolved Claim, after application of, first, any Retained Amounts and, second, any Earnout Holdback Amounts to the extent reasonably requested by Seller satisfy any amounts required to be paid to Parent in connection with its review of the Earn-Out Financial Statements and will cause appropriate personnel of Purchaser and the Combined Business to provide reasonable assistance to Seller Parent and its representatives for the purpose of reviewing the Earn-Out Financial Statements. Purchaser shall, at no cost to Purchaser, permit Seller Parent’s accountants to review and make copies of all work papers used to support account balances in the Earn-Out Financial Statements. (d) In the event that Seller Parent disputes any of the Earn-Out Financial Statements delivered pursuant to Section 2.5(c), Seller Parent shall deliver a notice (an “Earn-Out Dispute Notice”) to such effect no later than forty-five (45) Business Days after delivery of the Earn-Out Financial Statements for Fiscal Year 2017 (it being understood that Seller Parent shall be entitled to object to the Earn-Out Financial Statements for Fiscal Year 2016 and discuss the same with Purchaser prior to such date without prejudice to its rights hereunder), and any such dispute shall be resolved under the procedures set forth in clauses (i), (ii), (iii) and (v) of Section 2.2(d) of this Agreement (with the provisions Final Resolution of such Section relating to disputed items set forth Unresolved Claim (and in a Notice of Disagreement applying mutatis mutandis to disputed items set forth in an Earn-Out Dispute Notice, except that references to Specified Accounting Principles shall be deemed to refer to US GAAP consistently applied). (e) If Seller Parent is entitled to payment of any Earn-Out Consideration pursuant to this Section 2.5, Purchaser shall pay to Seller Parent (on behalf of all Sellers) an amount in cash equal to the applicable Earn-Out Consideration (i) within five (5) Business Days after expiration of the forty-five (45) Business Day period after delivery of the Earn-Out Financial Statements for Fiscal Year 2017 if Seller Parent does not deliver an Earn-Out Dispute Notice within such forty-five (45) Business Day period or (ii) within five (5) Business Days of the final resolution of all disputed items set forth in an Earn-Out Dispute Notice delivered pursuant to Section 2.5(d), in each no case by wire transfer of immediately available funds to an account or accounts designated in writing by Seller Parent. (f) If an Earn-Out Acceleration Event occurs following the Closing Date, Purchaser shall pay, or cause to be paid, to Seller Parent (on behalf of all Sellers) by wire transfer of immediately available funds to an account or accounts designated in writing by Seller Parent, an amount in cash equal to the Maximum Earn-Out Consideration Amount no later longer than five (5) Business Days following from such Final Resolution), shall be promptly paid to the occurrence former holders of Company Capital Stock, in accordance with their Applicable Percentages, in each case less any amounts required by Law to be withheld or deducted; provided, however, upon any distribution of Retained Amounts or Earnout Holdback Amounts after Final Resolution of Unresolved Claims, the former holders of Series A Preferred shall receive 100% of their Applicable Percentages of the applicable Earn-Out Acceleration Event. Purchaser shall, and shall cause its Affiliates to, promptly notify Seller Parent in writing promptly following Earnout Holdback Amount retained pursuant to clause (B) of the entry into an agreement or other understanding in respect preceding sentence prior to any distribution of an Earn-Out Acceleration Eventthe Earnout Holdback Amount retained pursuant to clause (A) of the preceding sentence to the holders of Company Common Stock.

Earn-Out. (a) As additional consideration Annual cash payments to the MGR Shareholders in the aggregate maximum amount of $17 million may be earned by the MGR Shareholders (the “"Earn-Out") for the years 2002 through 2005 in accordance with the following schedule: Year Amount ---- ------ 2002 $3,000,000 2003 $5,000,000 2004 $5,000,000 2005 $4,000,000 The annual cash payments will be remitted to the MGR Shareholders upon the completion of combined supplemental financial statements of the Companies derived from the audited consolidated financial statements of Stonepath for each of the 2002, 2003, 2004 and 2005 calendar years (the "Earn-Out Consideration”) for Financial Statements"). The Earn-Out Financial Statements shall be completed concurrently with and as a part of the Equity Interests and Transferred Assetsaudited consolidated financial statements of Stonepath as soon as reasonably practicable after the end of such calendar years, Purchaser shall pay to Seller Parent (on behalf of Sellers) an amount, if any, equal to: (i) Three Million Dollars ($3,000,000.00) if the Combined Adjusted EBITDA Margin exceeds five percent (5%); and (ii) an additional Two Million Dollars ($2,000,000.00) if the Combined Adjusted EBITDA Margin exceeds seven percent (7%) (it being understood that the amounts set forth in the foregoing clauses (i) and (ii) are cumulative and not alternative), in each case in accordance with this Section 2.5. For the avoidance of doubt, but in no event shall such Earn-Out Financial Statements, and the Earn-Out Consideration payable to Sellers pursuant to this Section 2.5 exceed Five Million Dollars ($5,000,000.00) in the aggregate (the “Maximum Earn-Out Consideration Amount”). (b) Following the Closing, Purchaser shall, payments and shall cause its Affiliates (including the Transferred Entities) to, (i) maintain adequate financial records for, and allocate costs to, the Combined Business in accordance with Purchaser’s internal reporting policies and requirements and US GAAP; and (ii) not take or omit to take any actions with a purpose or intention to avoid, reduce, or otherwise frustrate the payment computations of the Earn-Out Considerationdue thereunder, be delivered and remitted (to the Shareholders' Agent and its counsel in accordance with the notice provisions set forth in Section 13.5 of this Agreement) later than ninety (90) days after such applicable calendar year-end (the "Year-End Statement"). (c) With respect to each of Fiscal Year 2016 and Fiscal Year 2017, no later than 10 days after the filing of Purchaser’s annual report on Form 10-K with the SEC for such fiscal year or, if Purchaser is no longer required to file such report or if such report is not timely filed by Purchaser, no later than 75 days after the end of such fiscal year, Purchaser shall prepare (or cause to be prepared) and deliver to Seller Parent financial statements (the “Earn-Out Financial Statements”) prepared in accordance with US GAAP consistently applied and consisting of a balance sheet and statements of income, changes in stockholders equity and cash flows of the Combined Business as of the end of, and for, such fiscal year, together with calculations of (i) in respect Payment of each annual installment of the Earn-Out Financial Statements delivered is contingent upon the Companies reporting combined net income before Taxes of at least $6.0 million for Fiscal Year 2016each applicable Earn-Out year set forth above. For purposes of computing the net income of the 2002 calendar year in connection with the Earn-Out, the Combined Adjusted EBITDA Purchaser, Stonepath and Combined Revenue the Shareholders agree that the net income of the period commencing on the Closing Date to and through December 31, 2002 shall be utilized for Fiscal Year 2016 and determining the 2002 Earn-Out net income of the Companies. To the extent the reported combined net income before Taxes falls below $6.0 million (iithe "Earn-Out Shortfall") in for any Earn-Out year, the Earn-Out payment with respect to that Earn-Out year will be reduced on a dollar-for-dollar basis to the extent of the Earn-Out Financial Statements delivered for Fiscal Year 2017, Shortfall. In the Combined Adjusted EBITDA and Combined Revenue for Fiscal Year 2017 and the resulting calculation of the Combined Adjusted EBITDA Margin. Following delivery of event that an Earn-Out Shortfall occurs with respect to any Earn-Out Financial Statements to Seller Parent, Purchaser agrees to provide Seller Parent year and its accountants and representatives access to the books and records combined net income before Taxes of the Combined Business to the extent reasonably requested by Seller Parent in connection with its review of Companies for any other Earn-Out year (whether before or after the Earn-Out Financial Statements and will cause appropriate personnel of Purchaser and the Combined Business year with respect to provide reasonable assistance to Seller Parent and its representatives for the purpose of reviewing which the Earn-Out Financial Statements. Purchaser shallShortfall has occurred) exceeds $6.0 million, at no cost the amount of such excess combined net income before Taxes shall be applied to Purchaser, permit Seller Parent’s accountants to review and make copies of all work papers used to support account balances in the reduce such Earn-Out Financial Statements. (d) In Shortfall;) provided that the event that Seller Parent disputes amount of any such excess so used shall not be available for further application pursuant to this sentence. Solely for the purposes of determining the combined net income before Taxes of the Companies, Stonepath and the Purchaser covenant and agree that during the calendar years 2001, 2002, 2003, 2004 and 2005 (the "Earn-Out Financial Statements delivered pursuant Period") (A) the Companies will continue to Section 2.5(c), Seller Parent shall deliver be operated (including structure and cost base) in a notice (an “Earn-Out Dispute Notice”) manner substantially similar in all material respects to such effect no later than forty-five (45) Business Days after delivery the operations of the Earn-Out Financial Statements for Fiscal Year 2017 (it being understood that Seller Parent shall be entitled to object Companies under the Shareholders prior to the Earn-Out Financial Statements for Fiscal Year 2016 and discuss the same with Purchaser prior to such date without prejudice to its rights hereunder)Closing Date, and (B) any such dispute shall material changes to corporate operations, structure or cost base will not be resolved under undertaken without the procedures set forth prior written consent of the Shareholders' Agent, provided, in clauses the event of any departure from the requirements of (i), A) or (ii), (iiiB) and (v) of Section 2.2(d) of this Agreement (with the provisions of such Section relating to disputed items set forth in a Notice of Disagreement applying mutatis mutandis to disputed items set forth in an Earn-Out Dispute Notice, except that references to Specified Accounting Principles shall be deemed to refer to US GAAP consistently applied). (e) If Seller Parent is entitled to payment of any Earn-Out Consideration pursuant to this Section 2.5year, Purchaser shall pay to Seller Parent as the sole remedy (on behalf of all Sellers) an amount in cash equal to other than the applicable Earn-Out Consideration (i) within five (5) Business Days after expiration of the forty-five (45) Business Day period after delivery of the Earn-Out Financial Statements for Fiscal Year 2017 if Seller Parent does not deliver an Earn-Out Dispute Notice within such forty-five (45) Business Day period or (ii) within five (5) Business Days of the final resolution of all disputed items set forth in an Earn-Out Dispute Notice delivered pursuant to Section 2.5(d), in each case by wire transfer of immediately available funds to an account or accounts designated in writing by Seller Parent. (f) If an Earn-Out Acceleration Event occurs following the Closing Date, Purchaser shall pay, or cause to be paid, to Seller Parent (on behalf of all Sellers) by wire transfer of immediately available funds to an account or accounts designated in writing by Seller Parent, an amount in cash equal to the Maximum Earn-Out Consideration Amount no later than five (5) Business Days following the occurrence of the applicable Earn-Out Acceleration Event. Purchaser shall, and shall cause its Affiliates to, promptly notify Seller Parent in writing promptly following the entry into an agreement or other understanding in respect of an Earn-Out Acceleration Event.proviso which immediately

Earn-Out. (a) As additional consideration (the “Earn-Out Consideration”) for the Equity Interests Shares and Transferred Assetsat such times as provided in Section 2.6(d), Purchaser shall pay to Seller Parent the following earn-out payments (on behalf of Sellers) each, an amount, if any, equal to: “Earn-out Payment”): (i) Three Million Dollars To the Xxxx Xxxxxxxx Exempt Trust, an amount equal to the product of (A) the Companies’ combined adjusted EBITDA calculated in the manner set forth on Exhibit B (the “Companies Combined Adjusted EBITDA”) for fiscal year ending December 31, 2024, minus $3,000,000.0019,500,000 (the “Base Companies Combined Adjusted EBITDA”), multiplied by (B) if 5.2; provided, however, this first Earn-out Payment shall not exceed the amount of $12,500,000. (ii) To the Xxxx Xxxxxxxx Exempt Trust, an amount equal to the product of (A) the Companies Combined Adjusted EBITDA Margin exceeds five percent for fiscal year ending December 31, 2025, minus the lesser of the Companies Combined EBITDA for fiscal year ending December 31, 2024 (5%)but not less than the Base Combined Adjusted EBITDA) and $22,500,000, multiplied by (B) 5.2; and provided, however, this second Earn-out Payment shall not exceed the sum of $12,500,000, plus any amount by which the first Earn-out Payment was less than $12,500,000. (iiiii) To the Xxxx Xxxxxxxx Exempt Trust, an additional Two Million Dollars amount equal to the product of ($2,000,000.00A) if the Companies Combined Adjusted EBITDA Margin exceeds seven percent (7%) (it being understood that the amounts set forth in the foregoing clauses (i) and (ii) are cumulative and not alternative)for fiscal year ending December 31, in each case in accordance with this Section 2.5. For the avoidance of doubt, in no event shall the Earn-Out Consideration payable to Sellers pursuant to this Section 2.5 exceed Five Million Dollars ($5,000,000.00) in the aggregate 2026 (the “Maximum Third Measurement Period”), minus the Companies Combined Adjusted EBITDA for fiscal year 2025, multiplied by (B) 2.6; provided, however, this third Earn-Out Consideration Amount”)out Payment shall not exceed the sum of $5,000,000. (b) Following On or before the Closingdate which is thirty (30) days following the completion date of Purchaser’s audited financial statements for such period, but in no event later than March 31st, Purchaser shallshall prepare and deliver to Xxxx, with respect to each of the first, second, and shall cause its Affiliates third Earn-out Payments, a written statement (including in each case, an “Earn-out Calculation Statement”) setting forth in reasonable detail the Transferred Entities) to, (i) maintain adequate financial records for, and allocate costs to, the Combined Business in accordance with Purchaser’s internal reporting policies and requirements and US GAAP; and calculation of the applicable Earn-out Payment for the applicable period, which such calculation shall be in the form attached as Exhibit B (iiin each case, an “Earn-out Calculation”). Xxxx shall have thirty (30) not take or omit to take any actions with a purpose or intention to avoid, reduce, or otherwise frustrate days following the payment receipt of the Earn-Out Considerationout Calculation Statement for each period (in each case, the “Review Period”) to review the Earn-out Calculation Statement and the Earn-out Calculation set forth therein. During the Review Period, Xxxx and his representatives shall have the right to inspect the Company’s books and records during normal business hours at the Companies’ offices, upon reasonable prior notice and solely for purposes reasonably related to the determination of the applicable Companies Combined Adjusted EBITDA and the resulting Earn-out Payment. Prior to the expiration of the Review Period, Xxxx xxx object to the Earn-out Calculation set forth in the Earn-out Calculation Statement for the applicable period by delivering a written notice of objection (an “Earn-out Calculation Objection Notice”) to Purchaser. Any Earn-out Calculation Objection Notice shall specify the items in the applicable Earn-out Calculation disputed by Xxxx and shall describe in reasonable detail the basis for such objection, as well as the amount in dispute. If Xxxx fails to deliver an Earn-out Calculation Objection Notice Purchaser prior to the expiration of the Review Period, then the Earn-out Calculation set forth in the Earn-out Calculation Statement shall be final and binding on the Parties hereto. If Xxxx timely delivers an Earn-out Calculation Objection Notice, Purchaser and Xxxx shall negotiate in good faith to resolve the disputed items and agree upon the resulting amount of the Companies Combined Adjusted EBITDA and the Earn-out Payment for the applicable period. If Purchaser and Xxxx are unable to reach agreement within thirty (30) days after such an Earn-out Calculation Objection Notice has been given, all unresolved disputed items shall be promptly referred to the Accountant. The 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, 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 Accountant, Purchaser and Xxxx shall each furnish to the Accountant such work papers, schedules and other documents and information relating to the unresolved disputed items as the Accountant may reasonably request. The Accountant shall resolve the disputed items as an expert and not an arbitrator, based solely on the applicable definitions and other terms in this Agreement and the presentations by Purchaser and Xxxx, and not by independent review. The resolution of the dispute and the calculation of the Companies Combined Adjusted EBITDA that is the subject of the applicable Earn-out Calculation Objection Notice by the Accountant shall be final and binding on the Parties hereto. The Purchaser shall pay the fees and expenses of the Accountant if in the event the Account determines that the Earn-out Calculation was incorrect and that an additional amount of Earn-out Payment is due Xxxx. In all other cases, Xxxx shall pay the fees and expenses of the Accountant. (c) With respect to each of Fiscal Year 2016 and Fiscal Year 2017, no later than 10 days after the filing of Purchaser’s annual report on Form 10-K with the SEC for such fiscal year or, if Purchaser is no longer required obligation to file such report or if such report is not timely filed by Purchaser, no later than 75 days after the end of such fiscal year, Purchaser shall prepare (or cause to be prepared) and deliver to Seller Parent financial statements (the “Earn-Out Financial Statements”) prepared in accordance with US GAAP consistently applied and consisting of a balance sheet and statements of income, changes in stockholders equity and cash flows of the Combined Business as of the end of, and for, such fiscal year, together with calculations of (i) in respect pay each of the Earn-Out Financial Statements delivered for Fiscal Year 2016, the Combined Adjusted EBITDA and Combined Revenue for Fiscal Year 2016 and (iiout Payments in accordance with Section 2.6(a) in respect of the Earn-Out Financial Statements delivered for Fiscal Year 2017, the Combined Adjusted EBITDA and Combined Revenue for Fiscal Year 2017 and the resulting calculation of the Combined Adjusted EBITDA Margin. Following delivery of any Earn-Out Financial Statements to Seller Parent, Purchaser agrees to provide Seller Parent and its accountants and representatives access to the books and records of the Combined Business to the extent reasonably requested by Seller Parent in connection with its review of the Earn-Out Financial Statements and will cause appropriate personnel is an independent obligation of Purchaser and is not otherwise conditioned or contingent upon the Combined Business satisfaction of any conditions precedent to provide reasonable assistance to Seller Parent and its representatives for the purpose of reviewing the any preceding or subsequent Earn-Out Financial Statements. Purchaser shall, at no cost to Purchaser, permit Seller Parent’s accountants to review and make copies of all work papers used to support account balances in the Earn-Out Financial Statementsout Payment. (d) In the event that Seller Parent disputes any of the Any Earn-Out Financial Statements delivered out Payment that Purchaser is required to pay pursuant to Section 2.5(c), Seller Parent shall deliver a notice (an “Earn-Out Dispute Notice”2.6(a) to such effect no later than forty-five (45) Business Days after delivery of the Earn-Out Financial Statements for Fiscal Year 2017 (it being understood that Seller Parent hereof shall be entitled to object to the Earn-Out Financial Statements for Fiscal Year 2016 and discuss the same with Purchaser prior to such date without prejudice to its rights hereunder), and any such dispute shall be resolved under the procedures set forth paid in clauses (i), (ii), (iii) and (v) of Section 2.2(d) of this Agreement (with the provisions of such Section relating to disputed items set forth in a Notice of Disagreement applying mutatis mutandis to disputed items set forth in an Earn-Out Dispute Notice, except that references to Specified Accounting Principles shall be deemed to refer to US GAAP consistently applied). (e) If Seller Parent is entitled to payment of any Earn-Out Consideration pursuant to this Section 2.5, Purchaser shall pay to Seller Parent (on behalf of all Sellers) an amount in cash equal to the applicable Earn-Out Consideration (i) within five (5) Business Days after expiration of the forty-five (45) Business Day period after delivery of the Earn-Out Financial Statements for Fiscal Year 2017 if Seller Parent does not deliver an Earn-Out Dispute Notice within such forty-five (45) Business Day period or (ii) within five (5) Business Days of the final resolution of all disputed items set forth in an Earn-Out Dispute Notice delivered pursuant to Section 2.5(d), in each case by wire transfer of immediately available funds to an account or accounts designated in writing by Seller Parent. (f) If an Earn-Out Acceleration Event occurs following the Closing Date, Purchaser shall pay, or cause to be paid, to Seller Parent (on behalf of all Sellers) by wire transfer of immediately available funds to an account or accounts designated in writing by Seller Parent, an amount in cash equal to the Maximum Earn-Out Consideration Amount full no later than five (5) Business Days days following the occurrence date upon which the determination of Companies Combined Adjusted EBITDA for the applicable period becomes final and binding upon the Parties as provided in Section 2.6(b) (including any final resolution of any dispute raised by Xxxx in an Earn-out Calculation Objection Notice), subject to Section 9.7(a) through (c). Purchaser shall pay to the Xxxx Xxxxxxxx Exempt Trust the applicable Earn-Out Acceleration Event. out Payment in cash by wire transfer in accordance with the payment instructions delivered by Xxxx. (e) Beginning on the Closing Date and continuing until the conclusion of the Third Measurement Period (fiscal year ending December 31, 2026), Purchaser: (i) shall maintain the accounting records of the Companies on a basis such that the results operations of the Companies can be separately computed, distinct from the financial results of operations of Purchaser; (ii) shall record the results of operation of the Companies in accordance with the Accounting Practices for purposes of calculation of EBITDA of the Companies; (iii) shall not take any actions with respect to the Companies (or the operation of the Business) which may reasonably be expected to materially impair, diminish or limit the ability of the Companies to maximize Companies Combined Adjusted EBITDA; (iv) shall not form any subsidiary of the Companies, unless the cost to the Companies is de minimis; (v) shall not enter into or engage in any interested party transactions (and/or any amendment, modification, termination or waiver thereof) reasonably expected to have a material impact on the ability of the Companies to maximize Companies Combined Adjusted EBITDA; and (vi) shall not enter into a transaction or series of related transactions to dispose of all or any material portion of the assets of the Companies used in the operation of the Business or enter into any merger, consolidation, recapitalization or sale of the, directly or indirectly, of fifty percent (50%) or more of the combined voting power of the Companies. (f) For purposes of calculating the EBITDA of the Company, the following principles shall apply: (i) all of Purchaser’s poultry business will be included in the calculation of the Companies Combined Adjusted EBITDA regardless of whether conducted through a division or subsidiary of Purchaser shallother than any of the Companies; (ii) the Business will benefit from, when reasonably available and shall cause its Affiliates toappropriate to do so, promptly notify Seller Parent synergies with Purchaser’s other operations and be operated in writing promptly following a manner intended to maximize the entry into an agreement or other understanding in respect of an Earn-Out Acceleration Eventout Payments; (iii) the expenses used to calculate EBITDA will not include any management or administrative (or similar) fees or corporate overhead charges by Purchaser or its Affiliates; (iv) historical deductibles will apply to any claims if Purchaser makes changes to the Companies’ insurance program post-Closing; and (v) all equipment used by the Companies will be deemed to be owned even if leased. (g) Sellers acknowledge and agree that Purchaser has made no representations or warranties with respect to the likelihood or ability of the Companies to achieve the Companies Combined Adjusted EBITDA thresholds set forth in this Section 2.6. (h) If Xxxx no longer serves as the trustee of the Xxxx Xxxxxxxx Exempt Trust at the time of any Earn-out Payment, then the references to Xxxx in the foregoing provisions of this Section 2.6 shall be deemed to be references to the successor trustee of the Xxxx Xxxxxxxx Exempt Trust.

Earn-Out. (aA) As part of the Purchase Price, subject to the terms of this Section 3.2, and except for a possible fourth payment under Section 3.2(D)(iii) below, Buyer shall make to BM and BMM up to three additional consideration payments (the “"Annual Earn-Out Consideration”Payments") for and up to one additional payment during the Equity Interests first Earn-Out Year (the "Additional Earn-Out Payment"). The Annual Earn-Out Payments and Transferred Assetsthe Additional Earn-Out Payment are referred to herein as an Earn-Out Payment", Purchaser shall pay to Seller Parent (on behalf of Sellers) an amountand, collectively, as the "Earn-Out Payments". Each Earn-Out Payment, if any, equal to: shall be made in cash to an account jointly designated by BM and BMM (itransfer to which account BM and BMM agree constitutes good delivery to each of them of any such Earn-Out Payment). Not later than thirty (30) Three Million Dollars days following each Earn-Out Year ($3,000,000.00as defined in Section 3.2(B)), Buyer shall provide to the BM and BMM a preliminary statement (the "Preliminary Earn-Out Statement") if setting forth the Combined Adjusted EBITDA Margin exceeds five percent estimated amount of Operating Income (5%as defined in Section 3.2(F); and (ii) an additional Two Million Dollars ($2,000,000.00) if the Combined Adjusted EBITDA Margin exceeds seven percent (7%) (it being understood that the amounts set forth in the foregoing clauses (i) and (ii) are cumulative and not alternative)the estimated amount of the Annual Earn-Out Payment, in each case if any, payable for such Earn- Out Year in accordance with this Section 2.5. For 3.2, and a detailed description of the avoidance calculations of doubt, in no event shall estimated Operating Income and the estimated amount of the Annual Earn-Out Consideration payable to Sellers pursuant to this Section 2.5 exceed Five Million Dollars ($5,000,000.00) Payment. The information contained in the aggregate (the “Maximum each Preliminary Earn-Out Consideration Amount”Statement shall be subject to revision in the Definitive Earn-Out Statement (defined below). Not later than ninety (90) days following the end of each Earn- Out Year, Buyer shall prepare and deliver to BM and BMM a statement (the "Definitive Earn-Out Statement") setting forth the amount of Operating Income, the amount of the Annual Earn-Out Payment, if any, payable for such Earn-Out Year in accordance with this Section 3.2 and a detailed description of the calculations of Operating Income and the amount of the Annual Earn-Out Payment. Any Annual Earn-Out Payment reflected on a Definitive Earn-Out Statement shall be paid by Buyer, by wire transfer without setoff or deduction, except as, and only to the extent, provided in Section 12.2 below, to an account designated by BM and BMM, not later than the twentieth (20th) business day following the delivery of such Definitive Earn-Out Statement unless an objection is made to such Definitive Earn-Out Statement as provided in Section 3.2(H) below. Any objections made to the calculation of Operating Income and/or the amount of the Annual Earn-Out Payment or to the calculation of the Additional Earn-Out Payment shall be resolved in accordance with Section 3.2(H); provided that, in the event of any such objection, Buyer shall pay such portion of any Earn-Out Payment as is not in dispute promptly in accordance with the foregoing provision. Interest shall be paid on each Earn-Out Payment from the last day of each Earn-Out Year until such Earn-Out Payment is paid. (bB) Following The term "Earn-Out Year" shall refer to each of the twelve (12) month periods commencing on April 1, 1998, and ending on the day prior to the anniversary of such date in 1999, 2000 and 2001. If the first Earn-Out Year commences prior to Closing, Purchaser shallthen, for purposes of calculating Operating Income of the Business under Section 3.2(C) and Loan Originations under Section 3.2(D) (ii), the Operating Income of BM and BMM, and the Loan Originations of BM and BMM, realized during the period April 1, 1998, through the Closing Date shall cause its Affiliates (including be added to the Transferred Entities) toOperating Income and the Loan Originations calculated for the period from the Closing Date through March 31, (i) maintain adequate financial records for1999, and allocate costs to, for purposes of determining the Combined Business in accordance with Purchaser’s internal reporting policies and requirements and US GAAP; and (ii) not take or omit to take any actions with a purpose or intention to avoid, reduce, or otherwise frustrate the payment amount of the Earn-Out Consideration. Payments owed hereunder. The BM Division shall prepare a calculation of Operating Income and the Loan Originations for the period from April 1, 1998, through the Closing Date within thirty (c30) With respect to each of Fiscal Year 2016 and Fiscal Year 2017, no later than 10 days after the filing of Purchaser’s annual report on Form 10-K with the SEC for such fiscal year or, if Purchaser is no longer required to file such report or if such report is not timely filed by Purchaser, no later than 75 days after the end of such fiscal year, Purchaser shall prepare (or cause to be prepared) and deliver to Seller Parent financial statements (the “Earn-Out Financial Statements”) prepared in accordance with US GAAP consistently applied and consisting of a balance sheet and statements of income, changes in stockholders equity and cash flows of the Combined Business as of the end of, and for, such fiscal year, together with calculations of (i) in respect of the Earn-Out Financial Statements delivered for Fiscal Year 2016, the Combined Adjusted EBITDA and Combined Revenue for Fiscal Year 2016 and (ii) in respect of the Earn-Out Financial Statements delivered for Fiscal Year 2017, the Combined Adjusted EBITDA and Combined Revenue for Fiscal Year 2017 and the resulting calculation of the Combined Adjusted EBITDA Margin. Following delivery of any Earn-Out Financial Statements to Seller Parent, Purchaser agrees to provide Seller Parent and its accountants and representatives access to the books and records of the Combined Business to the extent reasonably requested by Seller Parent in connection with its review of the Earn-Out Financial Statements and will cause appropriate personnel of Purchaser and the Combined Business to provide reasonable assistance to Seller Parent and its representatives for the purpose of reviewing the Earn-Out Financial Statements. Purchaser shall, at no cost to Purchaser, permit Seller Parent’s accountants to review and make copies of all work papers used to support account balances in the Earn-Out Financial StatementsClosing. (d) In the event that Seller Parent disputes any of the Earn-Out Financial Statements delivered pursuant to Section 2.5(c), Seller Parent shall deliver a notice (an “Earn-Out Dispute Notice”) to such effect no later than forty-five (45) Business Days after delivery of the Earn-Out Financial Statements for Fiscal Year 2017 (it being understood that Seller Parent shall be entitled to object to the Earn-Out Financial Statements for Fiscal Year 2016 and discuss the same with Purchaser prior to such date without prejudice to its rights hereunder), and any such dispute shall be resolved under the procedures set forth in clauses (i), (ii), (iii) and (v) of Section 2.2(d) of this Agreement (with the provisions of such Section relating to disputed items set forth in a Notice of Disagreement applying mutatis mutandis to disputed items set forth in an Earn-Out Dispute Notice, except that references to Specified Accounting Principles shall be deemed to refer to US GAAP consistently applied). (e) If Seller Parent is entitled to payment of any Earn-Out Consideration pursuant to this Section 2.5, Purchaser shall pay to Seller Parent (on behalf of all Sellers) an amount in cash equal to the applicable Earn-Out Consideration (i) within five (5) Business Days after expiration of the forty-five (45) Business Day period after delivery of the Earn-Out Financial Statements for Fiscal Year 2017 if Seller Parent does not deliver an Earn-Out Dispute Notice within such forty-five (45) Business Day period or (ii) within five (5) Business Days of the final resolution of all disputed items set forth in an Earn-Out Dispute Notice delivered pursuant to Section 2.5(d), in each case by wire transfer of immediately available funds to an account or accounts designated in writing by Seller Parent. (f) If an Earn-Out Acceleration Event occurs following the Closing Date, Purchaser shall pay, or cause to be paid, to Seller Parent (on behalf of all Sellers) by wire transfer of immediately available funds to an account or accounts designated in writing by Seller Parent, an amount in cash equal to the Maximum Earn-Out Consideration Amount no later than five (5) Business Days following the occurrence of the applicable Earn-Out Acceleration Event. Purchaser shall, and shall cause its Affiliates to, promptly notify Seller Parent in writing promptly following the entry into an agreement or other understanding in respect of an Earn-Out Acceleration Event.

Earn-Out. (a) As additional consideration (the “The Earn-Out Consideration”for each applicable period shall be determined as follows: (i) for the Equity Interests and Transferred Assetsperiod from the Closing Date until December 31, Purchaser shall pay to Seller Parent (on behalf of Sellers) an amount2019, if any, equal to: (i) Three Million Dollars ($3,000,000.00) if the Combined Adjusted EBITDA Margin exceeds five percent (5%); and (ii) an additional Two Million Dollars ($2,000,000.00) if the Combined Adjusted EBITDA Margin exceeds seven percent (7%) (it being understood that the amounts set forth in the foregoing clauses (i) and (ii) are cumulative and not alternative), in each case in accordance with this Section 2.5. For the avoidance of doubt, in no event shall the Earn-Out Consideration payable shall be an amount equal to Sellers pursuant one hundred percent (100%) of the EBITDA (as defined below) for such period that exceeds Thirteen Million Two Hundred and Fifty Thousand Dollars and No Cents ($13,250,000.00); (ii) for the period from January 1, 2020 until December 31, 2020, the Earn-Out shall be an amount equal to this Section 2.5 exceed Five one hundred percent (100%) of the EBITDA during such period that exceeds Twenty-One Million Dollars and No Cents ($5,000,000.0021,000,000.00) in the aggregate (the “Maximum Threshold Amount”); (iii) for the period from January 1, 2021 until December 31, 2021, the Earn-Out Consideration shall be an amount equal to seventy-five percent (75%) of the EBITDA for such period that exceeds the Threshold Amount”); (iv) for the period from January 1, 2022 until December 31, 2022, the Earn-Out shall be an amount equal to forty-five percent (45%) of the EBITDA for such period that exceeds the Threshold Amount; and (v) for the period from January 1, 2023 until December 31, 2023, the Earn-Out shall be an amount equal to fifteen percent (15%) of the EBITDA for such period that exceeds the Threshold Amount. (b) Following For purposes of this Agreement, “EBITDA” means (without duplication), with respect to any applicable period, the Closingnet income of the Company and its subsidiaries, Purchaser shallon a consolidated basis, plus, the amount of interest expense (net of any interest income) deducted in determining net income, plus, the amount of Taxes related to the earnings or income of the Company and its subsidiaries (whether accrued or paid in cash or deferred) deducted in determining net income, plus, the amount of depreciation and amortization related to the Company and its subsidiaries deducted in determining net income; and EBITDA shall cause its Affiliates (including the Transferred Entities) to, not include (i) maintain adequate financial records forany overhead charges or any management fees paid to Purchaser or any Affiliate of Purchaser (other than expenses paid for goods and services procured on an arms-length basis in the ordinary course of business such as insurance, fuel, employee benefits, etc.), (ii) goodwill and other intangibles amortization, that are a result of Purchaser’s purchase of the Purchased Equity, (iii) any gain, loss, income or expense resulting from any changes in Purchaser’s accounting methods, principles or practices or a material change in GAAP, and allocate costs to(iv) any “extraordinary items” of gain or loss as that term is defined in GAAP. For purposes of calculating the Earn-Out, the Combined Business EBITDA will be calculated in accordance with Purchaser’s internal reporting policies and requirements and US GAAP; and . In addition, for purposes of calculating the Earn-Out, EBITDA for any applicable period shall be: (i) reduced by any amounts accrued for payment to Equity Seller by Purchaser for the WIP Adjustment for the applicable period of computation, or (ii) not take or omit increased by any amounts accrued for payment to take any actions with Purchaser by Equity Seller for the WIP Adjustment for the applicable period of computation. It is the express intention of the Parties that EBITDA shall be calculated in a purpose or intention manner to avoid, reduce, or otherwise frustrate fairly reflect the payment true economic return of the Company as an incremental and separate part of Purchaser. The Parties shall use the same financial information and accruals for calculation of the Earn-Out Consideration. (c) With respect to each of Fiscal Year 2016 and Fiscal Year 2017, no later than 10 days after the filing of Purchaser’s annual report on Form 10-K with the SEC hereunder as they use for such fiscal year or, if Purchaser is no longer required to file such report or if such report is not timely filed by Purchaser, no later than 75 days after the end of such fiscal year, Purchaser shall prepare (or cause to be prepared) and deliver to Seller Parent financial statements (the “Earn-Out Financial Statements”) prepared in accordance with US GAAP consistently applied and consisting of a balance sheet and statements of income, changes in stockholders equity and cash flows of the Combined Business as of the end of, and for, such fiscal year, together with calculations of (i) in respect of the Earn-Out Financial Statements delivered for Fiscal Year 2016, the Combined Adjusted EBITDA and Combined Revenue for Fiscal Year 2016 and (ii) in respect of the Earn-Out Financial Statements delivered for Fiscal Year 2017, the Combined Adjusted EBITDA and Combined Revenue for Fiscal Year 2017 and the resulting calculation of the Combined Adjusted EBITDA Margin. Following delivery of any Earn-Out Financial Statements to Seller Parent, Purchaser agrees to provide Seller Parent and its accountants and representatives access to the books and records of the Combined Business to the extent reasonably requested by Seller Parent in connection with its review of the Earn-Out Financial Statements and will cause appropriate personnel of Purchaser and the Combined Business to provide reasonable assistance to Seller Parent and its representatives for the purpose of reviewing the Earn-Out Financial Statements. Purchaser shall, at no cost to Purchaser, permit Seller Parent’s accountants to review and make copies of all work papers used to support account balances in the Earn-Out Financial Statements. (d) In the event that Seller Parent disputes any of the Earn-Out Financial Statements delivered pursuant to Section 2.5(c), Seller Parent shall deliver a notice (an “Earn-Out Dispute Notice”) to such effect no later than forty-five (45) Business Days after delivery of the Earn-Out Financial Statements for Fiscal Year 2017 (it being understood that Seller Parent shall be entitled to object to the Earn-Out Financial Statements for Fiscal Year 2016 and discuss the same with Purchaser prior to such date without prejudice to its rights hereunder), and any such dispute shall be resolved WIP Adjustment under the procedures set forth in clauses (i), (ii), (iii) and (v) of Section 2.2(d) of this Agreement (with the provisions of such Section relating to disputed items set forth in a Notice of Disagreement applying mutatis mutandis to disputed items set forth in an Earn-Out Dispute Notice, except that references to Specified Accounting Principles shall be deemed to refer to US GAAP consistently applied)Purchase Agreement. (e) If Seller Parent is entitled to payment of any Earn-Out Consideration pursuant to this Section 2.5, Purchaser shall pay to Seller Parent (on behalf of all Sellers) an amount in cash equal to the applicable Earn-Out Consideration (i) within five (5) Business Days after expiration of the forty-five (45) Business Day period after delivery of the Earn-Out Financial Statements for Fiscal Year 2017 if Seller Parent does not deliver an Earn-Out Dispute Notice within such forty-five (45) Business Day period or (ii) within five (5) Business Days of the final resolution of all disputed items set forth in an Earn-Out Dispute Notice delivered pursuant to Section 2.5(d), in each case by wire transfer of immediately available funds to an account or accounts designated in writing by Seller Parent. (f) If an Earn-Out Acceleration Event occurs following the Closing Date, Purchaser shall pay, or cause to be paid, to Seller Parent (on behalf of all Sellers) by wire transfer of immediately available funds to an account or accounts designated in writing by Seller Parent, an amount in cash equal to the Maximum Earn-Out Consideration Amount no later than five (5) Business Days following the occurrence of the applicable Earn-Out Acceleration Event. Purchaser shall, and shall cause its Affiliates to, promptly notify Seller Parent in writing promptly following the entry into an agreement or other understanding in respect of an Earn-Out Acceleration Event.

Earn-Out. (a) As additional consideration (the “The Earn-Out Consideration”) for the Equity Interests and Transferred Assets, Purchaser out shall pay to Seller Parent (on behalf of Sellers) an amount, if any, equal to: be: (i) Three Million Dollars an amount (not to exceed $3,000,000.00400,000.00 in the aggregate) if the Combined Adjusted EBITDA Margin exceeds five equal to fifty percent (5%); and (ii) an additional Two Million Dollars ($2,000,000.00) if the Combined Adjusted EBITDA Margin exceeds seven percent (750%) (it being understood that of the amounts set forth in cumulative amount by which annual Gross Profit of the foregoing clauses (i) and (ii) are cumulative and not alternative), in each case in accordance with this Section 2.5. For the avoidance of doubt, in no event shall the Earn-Out Consideration payable to Sellers pursuant to this Section 2.5 exceed Five Million Dollars (Business exceeds $5,000,000.00) in the aggregate 1,400,000.00 per Fiscal Year (the “Maximum Earn-Out Consideration Amount”). (b) Following the Closing, Purchaser shall, and shall cause its Affiliates (including the Transferred Entities) to, (i) maintain adequate financial records for, and allocate costs to, the Combined Business in accordance with Purchaser’s internal reporting policies and requirements and US GAAP; and (ii) not take or omit to take any actions with a purpose or intention to avoid, reduce, or otherwise frustrate the payment result of the Earn-Out Consideration. (c) With respect to each of Fiscal Year 2016 and Fiscal Year 2017, no later than 10 days after the filing of Purchaser’s annual report on Form 10-K with the SEC for such fiscal year or, if Purchaser is no longer required to file such report or if such report is not timely filed by Purchaser, no later than 75 days after the end of such fiscal year, Purchaser shall prepare (or cause to be prepared) and deliver to Seller Parent financial statements (the “Earn-Out Financial Statements”) prepared in accordance with US GAAP consistently applied and consisting of a balance sheet and statements of income, changes in stockholders equity and cash flows of the Combined Business as of the end of, and for, such fiscal year, together with calculations of (i) in respect of the Earn-Out Financial Statements delivered for Fiscal Year 2016, the Combined Adjusted EBITDA and Combined Revenue for Fiscal Year 2016 and (ii) in respect of the Earn-Out Financial Statements delivered for Fiscal Year 2017, the Combined Adjusted EBITDA and Combined Revenue for Fiscal Year 2017 and the resulting calculation of the Combined Adjusted EBITDA Margin. Following delivery of any Earn-Out Financial Statements to Seller Parent, Purchaser agrees to provide Seller Parent and its accountants and representatives access to the books and records of the Combined Business to the extent reasonably requested by Seller Parent in connection with its review of the Earn-Out Financial Statements and will cause appropriate personnel of Purchaser and the Combined Business to provide reasonable assistance to Seller Parent and its representatives for the purpose of reviewing the Earn-Out Financial Statements. Purchaser shall, at no cost to Purchaser, permit Seller Parent’s accountants to review and make copies of all work papers used to support account balances in the Earn-Out Financial Statements. (d) In the event that Seller Parent disputes any of the Earn-Out Financial Statements delivered pursuant to Section 2.5(c), Seller Parent shall deliver a notice (being an “Earn-Out Dispute Noticeout Amount”) in any of the following (each, an “Earn-out Period”): (A) the partial portion of Fiscal Year 2008, which period commences at the beginning of the month next succeeding the Closing; (B) Fiscal Year 2009; and (C) the partial portion of Fiscal Year 2010, which period commences on January 1, 2010 and continues until the two-year anniversary of the commencement date set forth in subsection (A) above (ii) At the conclusion of each Earn-out Period, Buyer shall perform a calculation to such effect no later than forty-five (45) Business Days after delivery of determine the Earn-Out Financial Statements for out Amount due to the Seller. For purposes of Fiscal Year 2017 (it being understood that Seller Parent 2008, the annual Gross Profit shall be entitled to object to prorated at the Earn-Out Financial Statements for Fiscal Year 2016 and discuss rate of five twelfths, so that if the same with Purchaser prior to such date without prejudice to its rights hereunder)actual prorated results exceed $583,333.33 of Gross Profit, and any such dispute shall be resolved under then the procedures set forth in clauses (i), (ii), (iii) and (v) of Section 2.2(d) of this Agreement (with the provisions of such Section relating to disputed items set forth in a Notice of Disagreement applying mutatis mutandis to disputed items set forth in an Earn-Out Dispute Notice, except that references to Specified Accounting Principles Seller shall be deemed to refer have achieved an Earn-out Amount as stated above. Likewise, Fiscal Year 2010 amounts shall be prorated in a similar manner except at the rate of seven-twelfths. Each Earn-out Amount is subject, in all respects, to US GAAP consistently applied). (ethe $400,000 aggregate cap described in Section 2.9(a)(i) If and before consideration of the prorated amounts as noted above. Notwithstanding anything in this Agreement to the contrary, once Seller Parent is entitled to payment of any Earn-Out Consideration pursuant to this Section 2.5, Purchaser shall pay to Seller Parent (on behalf of all Sellers) an amount in cash equal to the applicable Earn-Out Consideration (i) within five (5) Business Days after expiration of the forty-five (45) Business Day period after delivery of the Earn-Out Financial Statements for Fiscal Year 2017 if Seller Parent does not deliver an Earn-Out Dispute Notice within out Payment, Seller shall have no obligation to repay or refund any portion of such forty-five (45) Business Day period or (ii) within five (5) Business Days of the final resolution of all disputed items set forth in an Earn-Out Dispute Notice delivered pursuant to Section 2.5(d), in each case out Amount. Earn-out Amounts shall be paid by wire transfer of immediately available funds by Buyer to an account or accounts designated in writing specified by Seller Parent. (f) If an on or before the later of the third calendar month following the conclusion of each Earn-Out Acceleration Event occurs following out Period or 3 business days after the Closing Date, Purchaser shall pay, or cause to be paid, to Seller Parent (on behalf of all Sellers) by wire transfer of immediately available funds to an account or accounts designated in writing by Seller Parent, an amount in cash equal to the Maximum Earn-Out Consideration Amount no later than five (5) Business Days following the occurrence calculation of the applicable Earn-Out Acceleration Eventout Amount becomes binding and conclusive on the parties pursuant to Section 2.10. Purchaser shall, and shall cause its Affiliates to, promptly notify Seller Parent in writing promptly following If during any time during the entry into an agreement or other understanding in respect of an Earn-Out Acceleration Event.Period, Xxxxxx Xxxxxxxx is not employed by Buyer, upon written request of either Shareholder, Buyer shall provide to the Shareholders the most recent monthly financial statements of the A.V.