Common use of Earn-Out Clause in Contracts

Earn-Out. A. Each Sponsor agrees that the number of HMAUF Shares owned by such Sponsor and set forth opposite such Sponsor’s name in the column captioned “Earn-Out Shares” on Exhibit A (the “Earn-Out Shares”) shall be forfeited and cancelled unless the First Earn-Out Milestone is met or the Second Earn-Out Milestone is met. Each Sponsor agrees to enter into the Escrow Agreement with the Escrow Agent, the Sellers and the Company simultaneously with the Closing. B. At the Closing, each Sponsor whose HMAUF Shares are not held by the IPO Escrow Agent shall transfer and deliver to the Escrow Agent under the Escrow Agreement such Sponsor’s Earn-Out Shares. At the Closing, each Sponsor whose HMAUF Shares are held by the IPO Escrow Agent shall deliver irrevocable instructions to the IPO Escrow Agent to deliver to the Escrow Agent such Sponsor’s Earn-Out Shares at the time such Earn-Out Shares would otherwise be delivered to such Sponsor under the IPO Escrow Agreement. At the Closing, each Sponsor shall deliver to the Escrow Agent all stock powers, assignments and related documents as may be necessary to effect the transfer to the Company and cancellation of such Sponsor’s Earn-Out Shares. C. If the First Earn-Out Milestone is met, each Sponsor shall be entitled to receive such Sponsor’s Earn-Out Shares on the First Earn-Out Milestone Date. If the First Earn-Out Milestone is not met but the Second Earn-Out Milestone is met, each Sponsor shall be entitled to receive such Sponsor’s Earn-Out Shares on the Second Earn-Out Milestone Date. If neither the First Earn-Out Milestone nor the Second Earn-Out Milestone is met, all of the Earn-Out Shares shall be forfeited to the Company and cancelled. The Earn-Out Shares shall be released to the Sponsors or the Company at the times and in the manner provided in the Escrow Agreement.

Earn-Out. A. Each Sponsor agrees that (a) No later than 45 days after the number last day of HMAUF Shares owned by such Sponsor and set forth opposite such Sponsor’s name in the column captioned “Earn-Out Shares” on Exhibit A Period, Buyer shall deliver to the Shareholders’ Representative a statement (the “Earn-Out SharesStatement”) shall be forfeited and cancelled unless setting forth, for the First Earn-Out Milestone is met or Period, the Second aggregate revenues attributable to the operation of the Post-Closing Business during the Earn-Out Milestone is met. Each Sponsor agrees Period, net of brokerage, marketer’s, finder’s or similar third-party fees or commissions and costs or expenses historically deducted to enter into compute net revenue as set forth on the Escrow Agreement with Company’s Financial Statements (the Escrow Agent, the Sellers and the Company simultaneously with the Closing. B. At the Closing, each Sponsor whose HMAUF Shares are not held by the IPO Escrow Agent shall transfer and deliver to the Escrow Agent under the Escrow Agreement such Sponsor’s “Earn-Out SharesRevenue”). At the Closing, each Sponsor whose HMAUF Shares are held by the IPO Escrow Agent shall deliver irrevocable instructions to the IPO Escrow Agent to deliver to the Escrow Agent such Sponsor’s The Earn-Out Shares at Statement shall have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis as in the time such Audited Financial Statements (“GAAP”). If the Shareholders’ Representative disagrees with the Earn-Out Shares would otherwise be delivered to such Sponsor under Revenue as set forth on the IPO Escrow Agreement. At the Closing, each Sponsor shall deliver to the Escrow Agent all stock powers, assignments and related documents as may be necessary to effect the transfer to the Company and cancellation of such Sponsor’s Earn-Out Shares. C. If Statement, the First Earn-Out Milestone is metShareholders’ Representative may, each Sponsor shall be entitled to receive such Sponsor’s Earn-Out Shares on the First Earn-Out Milestone Date. If the First Earn-Out Milestone is not met but the Second Earn-Out Milestone is met, each Sponsor shall be entitled to receive such Sponsor’s Earn-Out Shares on the Second Earn-Out Milestone Date. If neither the First Earn-Out Milestone nor the Second Earn-Out Milestone is met, all within 15 Business Days after receipt of the Earn-Out Shares Statement, deliver a written notice (a “Notice of Earn-Out Disagreement”) to Buyer setting forth in reasonable detail the nature and amount of any disputed item. If Buyer does not receive a Notice of Earn-Out Disagreement within 15 Business Days after receipt by the Shareholders’ Representative of the Earn-Out Statement, the Earn-Out Revenue of the Company reflected therein shall be forfeited conclusive and binding (absent manifest error or willful misrepresentation). In addition, any item not identified in the Notice of Earn-Out Disagreement as a disputed item as contemplated by this Section 3.10(a) shall be conclusive and binding (absent manifest error or willful misrepresentation). If Buyer receives a Notice of Earn-Out Disagreement from the Shareholders’ Representative within 15 Business Days after receipt by the Shareholders’ Representative of the Earn-Out Statement, Buyer and the Shareholders’ Representative shall use reasonable efforts to resolve any differences that they may have with respect to the matters specified therein. If Buyer and the Shareholders’ Representative have not resolved all such matters as of the 10th Business Day after delivery by the Shareholders’ Representative of the Notice of Earn-Out Disagreement, Buyer and the Shareholders’ Representative shall jointly retain the Independent Accounting Firm to resolve such remaining disagreement in accordance with Section 3.10(c). (b) Exhibit B lists each client of the Company and cancelledsets forth, as of October 31, 2014 and by client account, the true and correct assets under management attributable to each such client, the annualized revenue attributable to each such client based on their respective assets under management, and the aggregate amount of such annualized revenue attributable to all such clients (such aggregate amount, the “Annualized Revenue”). The No later than 45 days after the last day of the Earn-Out Shares Period, Buyer will deliver to the Shareholders’ Representative Buyer’s determination as to (i) each client listed on Exhibit B which, on or prior to the last day of the Earn-Out Period, withdrew, or indicated that they intend to withdraw, assets under management (on a net of contributions basis) that were attributable to greater than 50% of the Annualized Revenue derived from such client (the “Terminated Clients”), and (ii) each account listed on Exhibit B from which, on or prior to the last day of the Earn-Out Period, clients withdrew, or indicated that they intend to withdraw, assets under management (on a net of contributions basis) that were attributable to greater than 50% of the Annualized Revenue derived from such account (the “Terminated Accounts”), as well as supporting documentation reasonably requested by the Shareholders’ Representative. Notwithstanding the foregoing, any client or account listed on Exhibit B that would otherwise be a Terminated Client or Terminated Account shall not be deemed a Terminated Client or Terminated Account, respectively, for purposes of determining the Annualized Revenue Shortfall if an affiliate, assignee, beneficiary, heir or successor of such client maintains one or more accounts with the Company or the Post-Closing Business to which at least 50% of the Annualized Revenue (in the aggregate) derived from such client or such account that would otherwise be a Terminated Client or Terminated Account, respectively, is attributable. Within 15 Business Days after the Shareholders’ Representative’s receipt of Buyer’s determination as to the Terminated Clients and the Terminated Accounts, the Shareholders’ Representative shall submit in writing to Buyer its acceptance of or objection to Buyer’s determination (and, in the case of an objection, an explanation thereof). If the Shareholders’ Representative objects to Buyer’s determination, Buyer and the Shareholders’ Representative will use commercially reasonable efforts to resolve the matter. If no resolution is reached within 30 days following Buyer’s receipt of the Shareholders’ Representative’s objection, Buyer and the Shareholders’ Representative shall jointly retain the Independent Accounting Firm to resolve such remaining disagreement in accordance with Section 3.10(c). (c) In the event of a disagreement as to the Earn-Out Revenue under Section 3.10(a) or the Terminated Clients or Terminated Accounts under Section 3.10(b), the Independent Accounting Firm shall make a written determination as to each disputed item, which determination shall be released final and binding on the Parties for all purposes hereunder. The Independent Accounting Firm shall be authorized to resolve only those items remaining in dispute between the Sponsors Parties in accordance with the provisions of Section 3.10(a) or Section 3.10(b), as applicable, within the range of the difference between Buyer’s position with respect thereto and the Shareholders’ Representative position with respect thereto. The Shareholders’ Representative and Buyer shall use their commercially reasonable efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to it within 15 Business Days following the submission thereof. The costs of any dispute resolution pursuant to this Section 3.10(c), including the fees and expenses of the Independent Accounting Firm and of any enforcement of the determination thereof, shall be borne by the Shareholders’ Representative and Buyer in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time the determination of such firm is rendered on the merits of the matters submitted. The fees and disbursements of the agents, accountants and other advisors of each Party incurred in connection with their preparation or review of the Earn-Out Statement, any Notice of Earn-Out Disagreement or the Company at Terminated Clients or Terminated Accounts, as applicable, shall be borne by such Party. (d) Once all disputes, if any, have been resolved in accordance with Section 3.10(c): the times “Annualized Revenue Shortfall” referred to herein shall equal: the “Earn-Out Amount” referred to herein shall equal: Earn-Out Revenue – (Annualized Revenue Shortfall – $560,000) provided, however, that (i) if the Annualized Revenue Shortfall is less than $560,000, the Annualized Revenue Shortfall shall be deemed to be $560,000 for purposes of the above calculation, and (ii) in no event shall the manner provided Earn-Out Amount be less than $0 or exceed $15,000,000 (taking into account the value of the Westwood Common Stock comprising a portion of the Earn-Out Amount, as further described in Section 3.7). Buyer shall pay the Escrow AgreementEarn-Out Amount in accordance with Section 3.7(c).

Earn-Out. A. Each Sponsor agrees that the number of HMAUF Shares owned by such Sponsor and set forth opposite such Sponsor’s name in the column captioned “Earn-Out Shares” on Exhibit A (the “Earn-Out Shares”i) shall be forfeited and cancelled unless the First Earn-Out Milestone is met or the Second Earn-Out Milestone is met. Each Sponsor agrees to enter into the Escrow Agreement with the Escrow Agent, the Sellers and the The Company simultaneously with the Closing. B. At the Closing, each Sponsor whose HMAUF Shares are not held by the IPO Escrow Agent shall transfer and deliver to the Escrow Agent under the Escrow Agreement such Sponsor’s Earn-Out Shares. At the Closing, each Sponsor whose HMAUF Shares are held by the IPO Escrow Agent shall deliver irrevocable instructions to the IPO Escrow Agent to deliver to the Escrow Agent such Sponsor’s Earn-Out Shares at the time such Earn-Out Shares would otherwise be delivered to such Sponsor under the IPO Escrow Agreement. At the Closing, each Sponsor shall deliver to the Escrow Agent all stock powers, assignments and related documents as may be necessary to effect the transfer to the Company and cancellation of such Sponsor’s Earn-Out Shares. C. If the First Earn-Out Milestone is met, each Sponsor Securityholders shall be entitled to receive such Sponsor’s Earn-the Earn Out Shares Payments set forth on the First EarnEarn Out Plan attached hereto as Exhibit A, payable in cash on such dates as set forth therein, in each case reduced by any employer-paid portion of any employment and payroll Taxes related to the portion of such payment paid in respect of Company Options. The parties acknowledge and agree that no separate cash payment of interest will be made by Purchaser with respect to the Earn Out Milestone DateAmount, and Purchaser shall have no liability whatsoever with respect to any Tax obligations of the Company Securityholders with respect to any Imputed Interest. If Purchaser shall determine the First Earn-amount of any such Imputed Interest to be reported to the appropriate Taxing Authority and shall deliver a copy of such determination and calculations to the Representative for review and comment. (ii) On the date of each Earn Out Milestone Payment, Purchaser shall pay to the Paying Agent for distribution to the Company Securityholders the aggregate amount of the Earn Out Payment payable on such date. As soon as reasonably practicable, Purchaser (in consultation with, and subject to the reasonable approval of, the Representative) shall calculate the aggregate Merger Consideration that each Company Securityholder is not met but the Second Earn-Out Milestone is met, each Sponsor shall be entitled to receive pursuant to this Agreement as of such Sponsor’s Earn-time (after giving effect to such Earn Out Shares on the Second Earn-Payment and including all prior payments of Merger Consideration, including Closing Merger Consideration, any prior Earn Out Milestone Date. If neither the First Earn-Out Milestone nor the Second Earn-Out Milestone is met, all Payments and any prior releases of the Earn-Out Shares shall be forfeited Escrow Amount to the Company Securityholders) (such aggregate Merger Consideration being referred to herein as a Company Securityholder’s “Accrued Merger Consideration”). Purchaser and cancelled. The Earn-Out Shares the Representative shall be released deliver to the Sponsors or Paying Agent a calculation, on an individual Company Securityholder basis, of (A) the Accrued Merger Consideration for each Company at Securityholder minus (B) the times aggregate amount of all payments of Merger Consideration previously made to such Company Securityholder, and in instruct the manner provided in Paying Agent to disburse to each Company Securityholder such difference within three (3) Business Days of receiving the Escrow AgreementEarn Out Payment from Purchaser and such calculations.

Earn-Out. A. Each Sponsor agrees that (a) As additional Merger Consideration, Parent will pay to the number of HMAUF Shares owned by such Sponsor and set forth opposite such Sponsor’s name in the column captioned “Earn-Out Shares” on Exhibit A (the “Earn-Out Shares”) shall be forfeited and cancelled unless the First Earn-Out Milestone is met or the Second Earn-Out Milestone is met. Each Sponsor agrees to enter into the Escrow Agreement with the Escrow Agent, the Sellers Stockholder and the Deferred Stock Unit holders, on a pro rata basis based on the amount of Company simultaneously with the Closing. B. At the Closing, each Sponsor whose HMAUF Shares are not Fully Diluted Equity held by each as of the IPO Escrow Agent shall transfer and deliver to the Escrow Agent under the Escrow Agreement such Sponsor’s Earn-Out Shares. At the ClosingEffective time, each Sponsor whose HMAUF Shares are held by the IPO Escrow Agent shall deliver irrevocable instructions to the IPO Escrow Agent to deliver to the Escrow Agent such Sponsor’s Earn-Out Shares at the time such Earn-Out Shares would otherwise be delivered to such Sponsor under the IPO Escrow Agreement. At the Closing, each Sponsor shall deliver to the Escrow Agent all stock powers, assignments and related documents as may be necessary to effect the transfer to the Company and cancellation of such Sponsor’s Earn-Out Shares. C. If the First Earn-Out Milestone is met, each Sponsor shall be entitled to receive such Sponsor’s Earn-Out Shares on the First Earn-Out Milestone Date. If the First Earn-Out Milestone is not met but the Second Earn-Out Milestone is met, each Sponsor shall be entitled to receive such Sponsor’s Earn-Out Shares on the Second Earn-Out Milestone Date. If neither the First Earn-Out Milestone nor the Second Earn-Out Milestone is met, all of the Earn-Out Shares shall be forfeited Amount, if any, pursuant to the Company and cancelledthis ARTICLE 10. The Earn-Out Shares shall Amount will be released paid in Parent Common Shares, valued at $15.42 per share (subject to adjustments between the date hereof and such date for stock splits, combinations, dividends or other dilutive events). * TEXT OMITTED AND FILED SEPARATELY. CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS 200.80(b)(4) 200.83 AND 240.24b-2 (b) Within 15 calendar days following each Determination Date, Parent will deliver to the Sponsors Stockholder a notice setting forth in reasonable detail Parent's calculation of whether the applicable Earn-Out Amount(s) were earned (the "PROPOSED EARN-OUT AMOUNT"). The Proposed Earn-Out Amount will be subject to the Stockholder's review. In reviewing the Proposed Earn-Out Amount, the Stockholder will have the right to communicate with, and to review the work papers, schedules, memoranda and other documents Parent prepared or reviewed in determining the Company at Proposed Earn-Out Amount and thereafter will have access to all relevant books and records, all to the times and extent the Stockholder reasonably requires to complete its review of Parent's calculation of the Proposed Earn-Out Amount. Within 15 calendar days after its receipt of Parent's calculation of the Proposed Earn-Out Amount, the Stockholder will advise Parent whether, based on such review, it has any exceptions to such calculation. Unless the Stockholder delivers to Parent within such 15 calendar day period a letter describing its exceptions to Parent's calculation of the applicable Earn-Out Amount as set forth in the manner provided schedule delivered by Parent described in this Section 10.1(b), the Escrow AgreementProposed Earn-Out Amount for the applicable Determination Date will be conclusive and binding on Parent and the Stockholder as the Earn-Out Amount. If the Stockholder delivers such letter, the Parties will follow the procedures for resolution of disputes set forth in Section 10.5. (c) Within two business days of the determination of the applicable Earn-Out Amount under this Section 10.1 or Section 10.5, Parent will pay to the Stockholder and the Deferred Stock Unit holders, on a pro rata basis based on the amount of Company Fully Diluted Equity held by each as of the Effective, an amount equal to such amount.

Earn-Out. A. Each Sponsor agrees (a) Not later than February 1, 2012, Buyer shall prepare and deliver to Seller a report (the “Proposed Earn-Out Determination Report”), together with reasonable supporting documentation, setting forth the calculation of the Earn-Out Amount in accordance with Exhibit E accompanied by a certification of Buyer’s Chief Financial Officer to the effect that the number Proposed Earn-Out Determination Report has been so prepared. (b) Seller shall review the Proposed Earn-Out Determination Report following receipt thereof. If Seller disagrees with the Proposed Earn-Out Determination Report, Seller shall notify Buyer in writing of HMAUF Shares owned by such Sponsor and set forth opposite such Sponsor’s name in the column captioned disagreement (an “Earn-Out Shares” on Exhibit A Objection”) within thirty (30) days after receipt of the Proposed Earn-Out Determination Report, which Earn-Out Objection shall specify in reasonable detail the items and amounts in dispute. Within five (5) Business Days of Seller’s delivery of an Earn-Out Objection, if any, and/or of Seller’s delivery of a notice that all or any amounts are not in dispute, ViaWest shall pay, or cause to be paid, to Seller, the non-disputed Net Earn-Out Amount (if any) by wire transfer of immediately available funds to an account designated by Seller. If Seller does not deliver an Earn-Out Objection within such thirty (30) day period, then the Proposed Earn-Out Determination Report shall be automatically deemed to be the Definitive Earn-Out Determination Report, which shall be final, conclusive and binding upon all parties. For a period of thirty (30) days following Buyer’s receipt of an Earn-Out Objection (the “Earn-Out SharesDispute Period”) ), Representatives of Buyer and Seller shall be forfeited and cancelled unless use their reasonable best efforts to resolve all disagreements with respect to the First Earn-Out Milestone is met or the Second Earn-Out Milestone is met. Each Sponsor agrees to enter into the Escrow Agreement with the Escrow Agent, the Sellers and the Company simultaneously with the Closing. B. At the Closing, each Sponsor whose HMAUF Shares are not held by the IPO Escrow Agent shall transfer and deliver to the Escrow Agent under the Escrow Agreement such Sponsor’s Earn-Out Shares. At the Closing, each Sponsor whose HMAUF Shares are held by the IPO Escrow Agent shall deliver irrevocable instructions to the IPO Escrow Agent to deliver to the Escrow Agent such Sponsor’s Earn-Out Shares at the time Report set forth in such Earn-Out Shares would otherwise be delivered to Objection through the joint consultation of Buyer and Seller. After such Sponsor under thirty (30) day period, any item or matter set forth in the IPO Escrow Agreement. At the Closing, each Sponsor shall deliver to the Escrow Agent all stock powers, assignments and related documents as may be necessary to effect the transfer to the Company and cancellation of such Sponsor’s Proposed Earn-Out SharesDetermination Report that is not then in dispute between Buyer and Seller shall become final, conclusive and binding upon all parties. C. (c) If Buyer and Seller are unable to resolve all of their disputes with respect to the First Earn-Out Milestone is met, each Sponsor shall be entitled to receive such Sponsor’s Report within thirty (30) days after Buyer receives the Earn-Out Shares on Objection, then any remaining disputes (and only such remaining disputes) shall be resolved by the First Accounting Firm, and, within five (5) Business Days, ViaWest shall pay, or cause to be paid, to Seller, the non-disputed Net Earn-Out Milestone DateAmount (if any) by wire transfer of immediately available funds to an account designated by Seller. If The Accounting Firm shall be instructed to render a determination of the First applicable dispute(s) within thirty (30) days after referral of the matter to the Accounting Firm, which determination shall be in writing and shall set forth, in reasonable detail, the basis therefor. The determination of the Accounting Firm shall be conclusive and binding upon the parties hereto, and the parties hereto agree that judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The scope of disputes to be resolved by the Accounting Firm shall be limited to whether the items in dispute that were included in the Earn-Out Milestone is not met but the Second Earn-Out Milestone is met, each Sponsor Objection were prepared in accordance Exhibit E. The Accounting Firm’s decisions shall be entitled based solely on presentations by Buyer and Seller and their respective Representatives (it being understood that Buyer shall not use any of the Privileged Information in such presentation unless it provides such Privileged Information to receive such Sponsor’s Earn-Out Shares on Seller within a reasonable time prior to the Second Earn-Out Milestone Date. If neither the First Earn-Out Milestone nor the Second Earn-Out Milestone is met, all expiration of the Earn-Out Shares Dispute Period), and not by independent review, and the Accounting Firm shall be forfeited to only address those issues in dispute specifically set forth on the Company and cancelled. The Earn-Out Shares Objection. In resolving any disputed item, the Accounting Firm shall not assign a value to any item that is greater than the greatest value for such item claimed by either party or that is less than the smallest value for such item claimed either party. The costs, fees and expenses of the Accounting Firm shall be released allocated between Buyer and Seller in accordance with the final two sentences of Section 2.5(c). (d) Buyer shall revise the Proposed Earn-Out Determination Report and the calculation of the Earn-Out Amount as appropriate to reflect the resolution of Seller’s objections (as agreed upon by Buyer and Seller or as determined by the Accounting Firm), which shall be final, conclusive and binding upon all parties and deliver it to Seller within five (5) Business Days after the resolution of such objections. Such revised report shall be the Definitive Earn-Out Determination Report, which shall be final, conclusive and binding upon all parties. The date the Definitive Earn-Out Determination Report is delivered by Buyer to Seller in accordance with Section 2.7(b) or this Section 2.7(d), as applicable, shall be the “Earn-Out Determination Date.” (e) Within five (5) Business Days of the Earn-Out Determination Date, ViaWest shall pay, or cause to be paid, to Seller, the Net Earn-Out Amount not already paid to Seller (if any) by wire transfer of immediately available funds to an account designated by Seller. The term “Net Earn-Out Amount” means the excess (if any) of the Earn-Out Amount over the sum of (without duplication) (i) the absolute value of the Reconciling Adjustment Amount (if any) payable by Seller to Buyer pursuant to Section 2.5(e)(ii) that has not been paid as of the Earn-Out Determination Date, (ii) the aggregate amount (if any) of indemnity claims made by Buyer Indemnitees and finally determined pursuant to the Sponsors terms of Article VI and not paid (whether pursuant to Seller’s right of offset under Section 6.6 or otherwise) as of the Company at Earn-Out Determination Date and (iii) the times and in aggregate amount of unresolved disputed indemnity claims made by Buyer Indemnitees pursuant to the manner provided in terms of Article VI as of the Escrow AgreementEarn-Out Determination Date.

Earn-Out. A. Each Sponsor agrees that the number of HMAUF Shares owned by such Sponsor and set forth opposite such Sponsor’s name in the column captioned “The Earn-Out Shares” on Exhibit A Escrow Shares and related Escrow Property shall be held in the Earn-Out Escrow Account and, subject to Article VIII and this Article II, will only be released to the Sellers (along with the Accrued Dividends) in the event that the Purchaser, the Company and their respective Subsidiaries meet the minimum performance requirement in accordance with this Article II. Subject to Article VIII and this Article II, in the event that the Revenue for the calendar year ending December 31, 2017 (the “Earn-Out SharesPeriod”) shall be forfeited and cancelled unless exceeds the First Earn-Out Milestone is met or Target, the Second Sellers shall collectively be entitled to receive (the “Earn-Out Milestone Payment”) (i) from the Earn-Out Escrow Account the Earn-Out Shares and other related Escrow Property and (ii) from the Purchaser the Accrued Dividends on such Escrow Shares. In the event that the Earn-Out Target is not met. Each Sponsor agrees to enter into the Escrow Agreement with the Escrow Agent, the Sellers shall not be entitled to receive any Earn-Out Payment and shall forfeit any right to such Escrow Property and Accrued Dividends. If there is a final determination in accordance with Section 2.2 that the Sellers are entitled to receive the Earn-Out Payment, then within five (5) Business Days after such final determination, the Purchaser, the OSN Representative and the Company simultaneously with the Closing. B. At the Closing, each Sponsor whose HMAUF Shares are not held by the IPO Escrow Agent shall transfer and deliver Seller Representative will provide joint written instructions to the Escrow Agent under to release to the Sellers the Escrow Agreement such Sponsor’s Property from the Earn-Out SharesEscrow Account (and Purchaser shall pay the Accrued Dividends). At the Closing, each Sponsor whose HMAUF Shares are held by the IPO Escrow Agent shall deliver irrevocable instructions to the IPO Escrow Agent to deliver to the Escrow Agent such Sponsor’s Earn-Out Shares at the time such Earn-Out Shares would otherwise be delivered to such Sponsor under the IPO Escrow Agreement. At the Closing, each Sponsor shall deliver to the Escrow Agent all stock powers, assignments and related documents as may be necessary to effect the transfer to the Company and cancellation of such Sponsor’s Earn-Out Shares. C. If the First Earn-Out Milestone is met, each Sponsor shall be entitled to receive such Sponsor’s Earn-Out Shares on the First Earn-Out Milestone Date. If the First Earn-Out Milestone is not met but the Second Earn-Out Milestone is met, each Sponsor shall be entitled to receive such Sponsor’s Earn-Out Shares on the Second Earn-Out Milestone Date. If neither the First Earn-Out Milestone nor the Second Earn-Out Milestone is met, all end of the Earn-Out Shares shall Period, if there is any Escrow Property and/or Accrued Dividends in the Earn-Out Escrow Account which the Sellers are not entitled to receive in accordance with this Article II, such Escrow Property and/or Accrued Dividends will be forfeited by the Sellers and distributed to Purchaser from the Earn-Out Escrow Account in the case of Escrow Property, or retained by the Purchaser, in the case of Accrued Dividends, and within five (5) Business Days after a final determination in accordance with Section 2.2 that at the end of the Earn-Out Period there is such Escrow Property to which the Sellers are not entitled to receive, the Purchaser, the OSN Representative and the Seller Representative will provide joint written instructions to the Escrow Agent to release such Escrow Property to the Purchaser. The Purchaser will cancel any Earn-Out Escrow Shares distributed to the Purchaser from the Earn-Out Escrow Account promptly after its receipt thereof and cancel any Accrued Dividends payable in respect of such Earn-Out Escrow Shares. Each Seller acknowledges that such Seller’s right to receive the Earn-Out Escrow Shares, other Escrow Property related thereto and Accrued Dividends is contingent based on the performance of the Purchaser, the Company and cancelled. The their respective Subsidiaries for periods including those after the Closing as set forth in this ‎Article II, and that if the requirement for the payment of the Earn-Out Shares shall Payment as set forth in this Article II is not met in accordance with the terms hereof, the Earn-Out Escrow Shares, the other Escrow Property and the Accrued Dividends will not be released paid or delivered to the Sponsors Sellers, and the Sellers shall have no right to receive such Earn-Out Escrow Shares, related Escrow Property or the Company at the times and in the manner provided in the Escrow AgreementAccrued Dividends.

Earn-Out. A. Each Sponsor agrees that the number of HMAUF Shares owned by such Sponsor and set forth opposite such Sponsor’s name in the column captioned “(a) Earn-Outs; Earn-Out Shares” on Exhibit A Milestones. Schedule 1.14 sets forth the four (4) components of the “Earn-Out Shares”Amount (each an "Earn-Out" and collectively, the "Earn-Outs"), and the applicable milestone contingencies (each, an "Earn-Out Milestone" and collectively the "Earn-Out Milestones") shall that must be forfeited satisfied by the applicable Earn-Out Date in order for such contingencies to be removed and cancelled unless the First shares of Broadcom Common Stock that relate to such Earn-Out to be (i) released to the stockholders of the Company from the Earn-Out Escrow or the Option Escrows, as applicable, or (ii) issued directly to the holder of a Company Option that is exercised after such Earn-Out Milestone is met satisfied. As soon as reasonably practicable after the Effective Time, the Early Earn-Out Amount, without any act of any stockholder, will be deposited with the Depositary Agent (plus a proportionate share of any additional shares of Broadcom Common Stock as may be issued upon any stock splits, stock dividends or recapitalizations effected by Broadcom following the Second Effective Time), such deposit to constitute the "Earn-Out Escrow" to be governed by the terms set forth herein. The portion of the Early Earn-Out Amount contributed into the Earn-Out Escrow on behalf of each stockholder of the Company shall be in proportion to the aggregate number of shares of Broadcom Common Stock which such holder would otherwise be entitled under Section 1.6 as a result of the Earn-Out Exchange Ratio. Except as set forth in Schedule 1.14, no Earn-Out is subject to increase to make up for any reduction or forfeiture of any other Earn-Out. If an Earn-Out is satisfied by the applicable Earn-Out Date, an appropriate portion (based on the portion of the Earn-Out Amount that such Earn-Out represents) of the shares of Broadcom Common Stock (x) deposited into the Earn-Out Escrow and the Option Escrows shall be distributed out of the Earn-Out Escrow and the Option Escrows, as applicable, in accordance with Section 1.14(g) and Section 1.6(d)(iv) and (y) to be issued upon the exercise of a Company Option after such Earn-Out Milestone is met. Each Sponsor agrees satisfied shall be issued directly to enter the holder of such Company Option upon such exercise rather than being deposited into the Escrow Agreement with the Escrow Agent, the Sellers and the Company simultaneously with the Closingan Option Escrow. B. At the Closing, each Sponsor whose HMAUF (i) Any New Shares are not held by the IPO Escrow Agent shall transfer and deliver to the Escrow Agent under the Escrow Agreement such Sponsor’s Earn-Out Shares. At the Closing, each Sponsor whose HMAUF Shares are held by the IPO Escrow Agent shall deliver irrevocable instructions to the IPO Escrow Agent to deliver to the Escrow Agent such Sponsor’s Earn-Out Shares at the time such Earn-Out Shares would otherwise be delivered to such Sponsor under the IPO Escrow Agreement. At the Closing, each Sponsor shall deliver to the Escrow Agent all stock powers, assignments and related documents as may be necessary to effect the transfer to the Company and cancellation in respect of such Sponsor’s Earn-Out Shares. C. If the First Earn-Out Milestone is met, each Sponsor shall be entitled to receive such Sponsor’s Earn-Out Shares on the First Earn-Out Milestone Date. If the First Earn-Out Milestone is not met but the Second Earn-Out Milestone is met, each Sponsor shall be entitled to receive such Sponsor’s Earn-Out Shares on the Second Earn-Out Milestone Date. If neither the First Earn-Out Milestone nor the Second Earn-Out Milestone is met, all of Broadcom Common Stock in the Earn-Out Shares shall be forfeited to Escrow which have not been released from the Company and cancelled. The Earn-Out Shares Escrow shall be released added to the Sponsors or Earn-Out Escrow. New Shares issued in respect of shares of Broadcom Common Stock which have been released from the Company at Earn-Out Escrow shall not be added to the times Earn-Out Escrow but shall be distributed to the record holders thereof. Cash dividends on Broadcom Common Stock shall not be added to the Earn-Out Escrow but shall be distributed to the record holders of the Broadcom Common Stock on the record date set for any such dividend. (ii) Each stockholder shall have voting rights with respect to the shares of Broadcom Common Stock contributed to the Earn-Out Escrow by such stockholder (and on any voting securities added to the Earn-Out Escrow in the manner provided in the Escrow Agreementrespect of such shares of Broadcom Common Stock).

Earn-Out. A. Each Sponsor agrees that ‌ (a) As additional consideration for the number contribution/exchange of HMAUF Shares owned by such Sponsor and set forth opposite such Sponsor’s name in the column captioned “Shares, Buyer will pay to Sellers an amount, if any, equal to the Adjusted EBITDA for the New Grow Facility for the Earn-Out Shares” on Exhibit A out Period multiplied by two (2) (the “Earn-Out Sharesout Payment”). (b) shall be forfeited and cancelled unless the First The Earn-Out Milestone is met or out Payment, if any, will be calculated and paid by Buyer to Sellers in full, with each Seller receiving their Pro Rata Share of the Second Earn-Out Milestone is met. Each Sponsor agrees to enter into out Payment, within sixty (60) calendar days following the Escrow Agreement with the Escrow Agent, the Sellers and the Company simultaneously with the Closing. B. At the Closing, each Sponsor whose HMAUF Shares are not held by the IPO Escrow Agent shall transfer and deliver to the Escrow Agent under the Escrow Agreement such Sponsor’s Earn-Out Shares. At the Closing, each Sponsor whose HMAUF Shares are held by the IPO Escrow Agent shall deliver irrevocable instructions to the IPO Escrow Agent to deliver to the Escrow Agent such Sponsor’s Earn-Out Shares at the time such Earn-Out Shares would otherwise be delivered to such Sponsor under the IPO Escrow Agreement. At the Closing, each Sponsor shall deliver to the Escrow Agent all stock powers, assignments and related documents as may be necessary to effect the transfer to the Company and cancellation of such Sponsor’s Earn-Out Shares. C. If the First Earn-Out Milestone is met, each Sponsor shall be entitled to receive such Sponsor’s Earn-Out Shares on the First Earn-Out Milestone Date. If the First Earn-Out Milestone is not met but the Second Earn-Out Milestone is met, each Sponsor shall be entitled to receive such Sponsor’s Earn-Out Shares on the Second Earn-Out Milestone Date. If neither the First Earn-Out Milestone nor the Second Earn-Out Milestone is met, all last day of the Earn-Out Shares shall be forfeited Period. Buyer will pay to Sellers the Earn-out Payment, if any, in cash by wire transfer of immediately available funds to the Company and cancelledbank accounts for Sellers then designated by Sellers’ Representative. The SPAC hereby agrees to guaranty the payment of the Earn-Out Shares shall be released out Payment, if due, pursuant to a guaranty agreement negotiated by Sellers and the SPAC, acting reasonably, and entered into by Sellers and the SPAC prior to the Sponsors Closing (the “Guaranty Agreement”). (c) Subsequent to the Closing, the Company’s management will have reasonable discretion with respect to the operation of the New Grow Facility, and neither the Company, Buyer nor the SPAC will, directly or indirectly, take any actions in bad faith that would have the purpose of avoiding or reducing the Earn-out Payment and the Company, Buyer and the SPAC will cause the Company to spend all funds necessary (but not to exceed $18,500,000) to build and begin operations at the New Grow Facility within 730 calendar days after the Closing. (d) Sellers will assist Buyer and the Company with, and will not hinder or delay, any of the activities required to establish the Earn-out Period Start Date as set out in the definition of “Earn-out Start Date” in this Agreement; provided that neither the Sellers nor the Sellers’ Representative will be required to incur any expenses in connection with such assistance. (e) The contingent right to receive the Earn-out Payment will not be represented by any form of certificate or other instrument, is not transferable, except by operation of Law, and does not constitute an equity or ownership interest in Buyer, the SPAC or the Company. In addition, the contingent right to receive the Earn-out Payment is not related to ownership of equity interests in Buyer, the SPAC or the Company and, for avoidance of doubt, is payable regardless of whether Sellers dispose of, or exchange, their Exchangeable Shares following the Closing. Sellers will not have any rights as a security holder of Buyer, the SPAC or the Company as a result of Sellers’ contingent right to receive the Earn-out Payment. No interest is payable with respect to the Earn-out Payment, unless such payment is not made within sixty (60) calendar days after the end of the Earn-out Period, in which case any Earn-out Payment due will bear interest at a rate of 6% per annum from the times end of the Earn-out Period. Interest will not be payable on the amount of any Earn-out Payment that is being disputed in good faith. (f) Buyer and in Sellers recognize and agree that the manner provided in Earn-out Payment made to Sellers pursuant to this Section 2.4, if any, will be deemed a receipt of money by Sellers with respect to the Escrow AgreementShares pursuant to Section 351(b) of the Code if and when such Earn-out Payment is actually made.