Common use of Earnout Consideration Clause in Contracts

Earnout Consideration. (a) As additional consideration for the Purchased Assets, within 30 days following the end of the Earnout Period, Buyer shall deliver to Seller a statement setting forth the Average Earnout Period Value and the Earnout Amount (the “Earnout Statement”), in each case determined in a manner consistent and in accordance with this Agreement. (b) Following receipt by Seller of Buyer’s proposed Earnout Statement, Seller will be permitted to review the Business’ books and records and working papers related to Buyer’s draft of the proposed Earnout Statement and determination of the Average Earnout Period Value and Earnout Amount, and Buyer will provide Seller with reasonable access to the Business’ personnel, books and records, and facilities in connection with such review. The proposed Earnout Statement delivered by Buyer will become final and binding on the parties 30 days following Buyer’s delivery thereof to Seller except to the extent (and only to the extent) Seller delivers written notice of its disagreement (the “Earnout Amount Notice of Disagreement”) to Buyer on or prior to such date. All matters not subject to dispute as specifically identified in the Earnout Amount Notice of Disagreement will be final and binding. The Earnout Amount Notice of Disagreement must identify each item in the Earnout Statement that the Seller disagrees with and, for each disputed item, contain a statement describing in reasonable detail the basis of such objection and the amount in dispute. If Seller timely delivers an Earnout Amount Notice of Disagreement, then the Earnout Statement will become final and binding on the parties to this Agreement on the earlier of (i) the date Buyer and Seller resolve in writing any differences they have with respect to the matters specified in the Earnout Amount Notice of Disagreement; and (ii) the date all matters in dispute are finally resolved in writing by CliftonLarsonAllen LLP (the “Independent Accountant”). (c) During the 30 days following delivery of an Earnout Amount Notice of Disagreement, Buyer and Seller will seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Earnout Amount Notice of Disagreement. At the end of the such 30-day period, Buyer and Seller will submit to the Independent Accountant for resolution all matters that remain in dispute, which were included in the Earnout Amount Notice of Disagreement (and will take all actions reasonably requested by the Independent Accountant in connection with such resolution, including submitting written claims to the Independent Accountant if so requested), and the Independent Accountant will make a final determination of the Average Earnout Period Value and Earnout Amount in accordance with the terms of this Agreement (with it being understood that Buyer and Seller will request that the Independent Accountant deliver to Buyer and Seller its resolution in writing not more than 30 days after the date submitted to the Independent Accountant). The Independent Accountant will make a determination only with respect to the matters still in dispute and, with respect to each such matter, its determination will be within the range of the dispute between Buyer and Seller. The Independent Accountant’s determination will be based solely on written materials submitted by Buyer and Seller (i.e., not on independent review) and the provisions of this Agreement. (d) The costs and expenses of the Independent Accountant will be allocated between Buyer and Seller based upon the percentage of the portion of the contested amount not awarded to Buyer or Seller bears to the amount actually contested by such party. For example, if Seller claims the Earnout Amount is $1,000 greater than the amount claimed by Buyer, and Buyer contests only $500 of the amount claimed by Seller, and if the Independent Accountant ultimately resolve the dispute by awarding Sellers $300 of the $500 contested, then the costs and expenses of the Independent Accountant will be allocated 60% (i.e., 300 ÷ 500) to Buyer and 40% (i.e., 200 ÷ 500) to Seller. (e) Within two Business Days after the date on which the Earnout Statement becomes binding on the parties, Buyer shall pay Seller the positive difference, if any, between (i) the Earnout Amount, if any; minus (ii) $200,000, which payment shall be paid in cash by wire transfer in immediately available funds to the account designated by Seller. For the avoidance of doubt, if the Average Earnout Period Value is equal to or less than $665,000, the Earnout Amount shall be $0, and no payment shall be made by Buyer to Seller pursuant to this Section 3.4. If the Earnout Amount is less than $200,000, then Seller shall pay to Buyer the positive difference between (A) $200,000; minus (B) the Earnout Amount, which payment shall be paid in cash by wire transfer in immediately available funds to the account designated by Buyer.

Earnout Consideration. (ai) As additional consideration consideration, at such times as provided in this Section 3.1(b), if the Measured Performance Level for an Earnout Period meets or exceeds the Earnout Threshold for such Earnout Period, the Acquiror shall issue to the Company Shareholders with respect to such Earnout Period: A. 800,000 Acquiror Class A Ordinary Shares, which Acquiror and the Company hereby agree are valued at $10.00 per share for an aggregate value equal to eight million and no/100s dollars ($8,000,000) in connection with the first Earnout Period (the “First Earnout”); and B. 1,000,000 Acquiror Class A Ordinary Shares, which Acquiror and the Company hereby agree are valued at $10.00 per share for an aggregate value equal to ten million and no/100s dollars ($10,000,000) in connection with the second Earnout Period (the “Second Earnout”). If the Measured Performance Level for the Purchased Assetsfirst Earnout Period fails to meet or exceed the Earnout Threshold but the Measured Performance Level for the second Earnout Period meets or exceeds the Earnout Threshold for the second Earnout Period, within 30 the Acquiror shall issue to the Company Shareholders both the First Earnout and the Second Earnout (if and as earned and paid, the First Earnout and Second Earnout, collectively, the “Earnout Consideration”). (ii) Within thirty (30) days following after the end of the each Earnout Period, Buyer Acquiror shall deliver to Seller a statement (an “Earnout Calculation Statement”) setting forth in reasonable detail its determination of the Average Measured Performance Level for the applicable Earnout Period Value and its calculation of the resulting Earnout Amount Issuance (the in each case, an “Earnout StatementCalculation”), in each case . The Earnout Calculation Statement shall be prepared and determined in a manner consistent accordance with the Accounting Principles and otherwise in accordance with this Agreement. (biii) Following receipt by Seller Upon delivery of Buyer’s proposed an Earnout Calculation Statement, Seller will Acquiror shall ensure that the Company Shareholders shall be permitted reasonable access (with the right to review make copies and including by electronic delivery of documents) to the Business’ books books, records, working papers, files, facilities and records and working papers related to Buyer’s draft personnel of the proposed Acquiror relating to the calculation of the Measured Performance Level and the preparation of the Earnings Calculation Statement. The Company Shareholder Representative may make inquiries of the Acquiror’s personnel and advisors regarding questions concerning or disagreements with an Earnout Calculation Statement arising in the course of their review thereof. If the Company Shareholder Representative has any objections to the Earnout Calculation Statement, such representative shall deliver to the Acquiror a statement setting forth objections thereto (in reasonable detail) (an “Earnout Objection Statement”). If an Earnout Objection Statement is not delivered within thirty (30) days following the date of delivery of the Earnout Calculation Statement, then the Company Shareholders will have waived their rights to contest the Earnout Calculation Statement and determination all determinations and calculations set forth therein. Any amounts set forth in the Earnout Calculation Statement that are not disputed in such Earnout Objection Statement shall be deemed to be accepted as final. If an Earnout Objection Statement is delivered within such thirty (30) day period, then the Company Shareholder Representative shall negotiate in good faith to resolve any such objections for a period of the Average Earnout Period Value and Earnout Amount, and Buyer will provide Seller with reasonable access up to the Business’ personnel, books and records, and facilities in connection with such review. The proposed Earnout Statement delivered by Buyer will become final and binding on the parties 30 twenty (20) days following Buyer’s delivery thereof to Seller except to the extent (and only to the extent) Seller delivers written notice of its disagreement thereafter (the “Earnout Amount Notice Resolution Period”). If the Company Shareholder Representative and Acquiror fail to reach an agreement with respect to all of Disagreement”) to Buyer on or prior to such date. All the matters not subject to dispute as specifically identified set forth in the Earnout Amount Notice Objection Statement before expiration of Disagreement will be final and binding. The Earnout Amount Notice of Disagreement must identify each item in the Earnout Statement that the Seller disagrees with and, for each disputed item, contain a statement describing in reasonable detail the basis of such objection and the amount in dispute. If Seller timely delivers an Earnout Amount Notice of DisagreementResolution Period, then the Earnout Statement will become final and binding on the parties to this Agreement on the earlier of (i) the date Buyer and Seller resolve in writing any differences they have with respect to the matters specified in the Earnout Amount Notice of Disagreement; and (ii) the date all matters amounts remaining in dispute are finally resolved in writing (“Disputed Amounts” and any amounts not so disputed, the “Undisputed Amounts”). the Company Shareholder Representative and Acquiror shall, within 10 days of the expiration of the Resolution Period, appoint by CliftonLarsonAllen LLP (mutual agreement the office of an impartial internationally recognized firm of independent certified public accountants other than the accountants of any Company Shareholder or Acquiror or such other accountants as so mutually agreed, the “Independent Accountant”). . The Company Shareholder Representative and Acquiror shall cause the Independent Accountant, acting as expert and not arbitrator, to (cA) During resolve the 30 days following delivery Disputed Amounts only, (B) not involve the Independent Accountant’s independent review of an any such matters; (C) not hold any hearings; (D) not be entitled to take or order the taking of depositions or other testimony under oath; (E) with respect to each Disputed Amount, resolve such matter in a manner that is more favorable to the Company Shareholder Representative than as presented in the Earnout Amount Notice Objection Statement or more favorable to Acquiror than the Earnout Calculation Statement, (F) be bound by the provisions of Disagreementthis Section, Buyer and Seller will seek in good faith to resolve in writing any differences that they may have (G) make a determination with respect to the matters specified Disputed Amounts as soon as practicable within thirty (30) days (or such other time as the Parties hereto shall agree in the Earnout Amount Notice of Disagreement. At the end of the such 30-day period, Buyer and Seller will submit to the Independent Accountant for resolution all matters that remain in dispute, which were included in the Earnout Amount Notice of Disagreement (and will take all actions reasonably requested by the Independent Accountant in connection with such resolution, including submitting written claims to the Independent Accountant if so requested), and the Independent Accountant will make a final determination of the Average Earnout Period Value and Earnout Amount in accordance with the terms of this Agreement (with it being understood that Buyer and Seller will request that the Independent Accountant deliver to Buyer and Seller writing) after its resolution in writing not more than 30 days after the date submitted to the Independent Accountant). The Independent Accountant will make a determination only with respect to the matters still in dispute and, with respect to each such matter, its determination will be within the range of the dispute between Buyer and Sellerengagement. The Independent Accountant’s determination will resolution of the Disputed Amounts and its adjustments to the Earnout Calculation Statement shall be based solely on written materials submitted by Buyer and Seller set forth in a report (i.e., not on independent reviewthe “Accountant’s Report”) and the provisions of this Agreement. (d) shall be deemed a final determination and non-appealable, absent fraud, bad faith or manifest error. The costs fees and expenses of the Independent Accountant will shall be allocated between Buyer paid by the Company Shareholder Representative, on the one hand, and Seller by Acquiror, on the other hand, based upon the percentage of the portion of the contested amount not awarded to Buyer or Seller bears to that the amount actually contested but not awarded to the Company Shareholder Representative or Acquiror, respectively, bears to the aggregate amount actually contested by such party. For example, if Seller claims the Earnout Amount is $1,000 greater than the amount claimed by Buyer, Company Shareholder Representative and Buyer contests only $500 of the amount claimed by Seller, and if the Independent Accountant ultimately resolve the dispute by awarding Sellers $300 of the $500 contested, then the costs and expenses of the Independent Accountant will be allocated 60% (i.e., 300 ÷ 500) to Buyer and 40% (i.e., 200 ÷ 500) to SellerAcquiror. (eiv) Within two Business Days after If the date on which applicable Earnout Calculation Statement indicates that an issuance of Acquiror Class A Ordinary Shares has been earned, the Earnout Statement becomes binding on Acquiror shall make such payment to the parties, Buyer shall pay Seller the positive difference, if any, between Company Shareholders not later than (i) if no Earnout Objection Statement has been delivered by the Company Shareholder Representative, forty (40) days after delivery of the Earnout AmountCalculation Statement is delivered to the Company Shareholders, if any; minus or, (ii) $200,000if an Earnout Objection Statement has been delivered as provided in Section 3.1(b)(ii), which payment shall be paid in cash then no later than ten (10) days following final resolution of such Earnout Objection Statement, by wire transfer in immediately available funds providing joint written instructions with the Company Shareholder Representative to the account designated by Seller. For Escrow Agent to distribute to the avoidance Company Shareholders the applicable number of doubtAcquiror Class A Ordinary Shares. (v) If, if for the Average Second Earnout Period, (1) an aggregate number of Acquiror Class A Ordinary Shares has not previously become payable with respect to the First Earnout Period, and (2) the Measured Performance Level for such Second Earnout Period Value is meets or exceeds the Measured Performance Level for such Second Earnout Period, in addition to the Class A Ordinary Shares issuable to the Company Shareholders for such Second Earnout Period, Acquiror shall issue to the Company Shareholders in respect of the First Earnout Period(s) an additional number of Acquiror Class A Ordinary Shares equal to or less than $665,000, the number of Acquiror Class A Ordinary Shares that would have been earned for such First Earnout Amount shall be $0, and no payment shall be made by Buyer to Seller pursuant to this Section 3.4. If the Earnout Amount is less than $200,000, then Seller shall pay to Buyer the positive difference between (A) $200,000; minus (B) the Earnout Amount, which payment shall be paid in cash by wire transfer in immediately available funds to the account designated by BuyerPeriod.

Earnout Consideration. (a) As additional consideration for the Purchased Assets, within 30 Not later than sixty (60) days following the end of each of the Earnout First TTM Period and the Second TTM Period, Buyer Parent shall prepare and deliver to Seller the Securityholder Representative a written statement setting forth the Average Earnout Period Value and the Earnout Amount (the each, a “Earnout TTM Revenue Statement”), setting forth in reasonable detail its calculation of Company TTM Revenue for the TTM Period then ended, together with a calculation of the applicable Earnout Consideration payable in respect of the applicable TTM Period, in each case determined in a manner consistent and case, in accordance with this Agreementthe illustrative calculation set forth on Schedule 2.14 hereto (the “Illustrative Calculation of Company TTM Revenue”). (b) Following receipt by Seller of Buyer’s proposed Earnout If the Securityholder Representative disagrees with the calculations in any TTM Revenue Statement, Seller will the Securityholder Representative shall notify Parent of such disagreement in writing (a “Revenue Dispute Notice”) within thirty (30) days after receipt of such TTM Revenue Statement. A Revenue Dispute Notice must set forth in reasonable detail (A) any item on the applicable TTM Revenue Statement which the Securityholder Representative in good faith disputes and (B) the Securityholder Representative’s alternative calculation of Company TTM Revenue for the applicable TTM Period. Any item or amount that the Securityholder Representative does not dispute in reasonable detail in a Revenue Dispute Notice within such thirty (30) day period shall be permitted deemed to review have been accepted by the Business’ books Securityholder Representative and records and working papers related to Buyer’s draft of the proposed Earnout Statement and determination of the Average Earnout Period Value and Earnout Amount, and Buyer will provide Seller with reasonable access to the Business’ personnel, books and records, and facilities in connection with such review. The proposed Earnout Statement delivered by Buyer will shall become final and binding on upon the parties 30 days following Buyer’s delivery thereof to Seller except to the extent (and only to the extent) Seller delivers written notice of its disagreement (the “Earnout Amount Notice of Disagreement”) to Buyer on or prior to such date. All matters not subject to dispute as specifically identified in the Earnout Amount Notice of Disagreement will be final and binding. The Earnout Amount Notice of Disagreement must identify each item in the Earnout Statement that the Seller disagrees with and, for each disputed item, contain a statement describing in reasonable detail the basis of such objection hereto and the amount Indemnifying Securityholders for all purposes under this Agreement. In the event that a Revenue Dispute Notice is timely provided in dispute. If Seller timely delivers an Earnout Amount Notice accordance with the foregoing, Parent and the Securityholder Representative shall for a period of Disagreement, then the Earnout Statement will become final and binding on the parties to this Agreement on the earlier of thirty (i30) the date Buyer and Seller resolve in writing any differences days (or such longer period as they have with respect to the matters specified in the Earnout Amount Notice of Disagreement; and (iimay mutually agree) the date all matters in dispute are finally resolved in writing by CliftonLarsonAllen LLP (the “Independent Accountant”). (c) During the 30 days following delivery of an Earnout Amount Notice of Disagreement, Buyer and Seller will seek in good faith to resolve in writing any differences that they may have disagreements with respect to the matters specified calculations included in such TTM Revenue Statement that were disputed in the Earnout Amount Notice of DisagreementRevenue Dispute Notice. At If, at the end of the such 30-day period, Buyer Parent and Seller will the Securityholder Representative remain unable to resolve the dispute in its entirety, Parent and the Securityholder Representative shall submit the dispute to the Independent Accountant to be resolved in accordance with Section 2.13(d) mutatis mutandis. The parties agree that the procedure set forth in this Section 2.14(b) for resolution all matters that remain in disputeresolving disputes with respect to any TTM Revenue Statement shall be the sole and exclusive method for resolving any such disputes; provided that, which were included in this provision shall not prohibit any party from instituting litigation to enforce the Earnout Amount Notice ruling of Disagreement (and will take all actions reasonably requested by the Independent Accountant. The determination of the Independent Accountant in connection with such resolution, including submitting written claims to shall constitute an arbitration award for purposes of the Independent Accountant if so requested), Federal Arbitration Act and any comparable state Laws. (c) Following the Independent Accountant will make a final determination of Company TTM Revenue for the Average Earnout Period Value and Earnout Amount applicable TTM Period, subject to Parent’s right to set off provided in Section 8.6, the following additional consideration shall be payable to the Company Securityholders in accordance with the terms applicable Future Payment Allocation Schedule: (i) An amount in cash equal to sixty five percent (65%) of this Agreement (with it being understood that Buyer and Seller will request that the Independent Accountant deliver to Buyer and Seller its resolution in writing not more than 30 days after amount, if any, by which the date submitted Company TTM Revenue attributable to the Independent AccountantFirst TTM Period exceeds the Company TTM Revenue Target (the “First TTM Earnout Amount”). The Independent Accountant will make a determination only with respect ; and (ii) An amount in cash equal to sixty five percent (65%) of the amount, if any, by which the Company TTM Revenue attributable to the matters still in dispute andSecond TTM Period exceeds the Company TTM Revenue attributable to the First TTM Period (the “Second TTM Earnout Amount,” and together with the First TTM Earnout Amount, with respect to each such matter, its determination will be within the range of the dispute between Buyer and Seller. The Independent Accountant’s determination will be based solely on written materials submitted by Buyer and Seller (i.e., not on independent review) and the provisions of this Agreement“Earnout Consideration”). (d) The costs and expenses of the Independent Accountant will be allocated between Buyer and Seller based upon the percentage of the portion of the contested amount not awarded to Buyer or Seller bears Subject to the amount actually contested by such party. For example, if Seller claims the Earnout Amount is $1,000 greater than the amount claimed by Buyer, and Buyer contests only $500 final determination of the amount claimed of Company TTM Revenue for the applicable TTM Period pursuant to Section 2.14(b), within 30 days of such final determination, Parent shall pay or cause to be paid to the Paying Agent (for further distribution to the Company Securityholders in accordance with the applicable Future Payment Allocation Schedule), by Sellerwire transfer of immediately available funds an amount in cash equal to, as applicable, (i) the First TTM Earnout Amount, if any, and (ii) the Second TTM Earnout Amount, if the Independent Accountant ultimately resolve the dispute by awarding Sellers $300 of the $500 contested, then the costs and expenses of the Independent Accountant will be allocated 60% (i.e., 300 ÷ 500) to Buyer and 40% (i.e., 200 ÷ 500) to Sellerany. (e) Within two Business Days The parties acknowledge and agree that, no later than sixty (60) days after the date Closing Date, Parent and the Securityholder Representative shall have entered into a non-binding annual business plan (the “Business Plan”) establishing the guidelines upon which Parent and the Surviving Corporation shall operate the Company Business during the First TTM Period and which Business Plan shall be revised by Parent, as needed, to establish the guidelines upon which Parent and the Surviving Corporation shall operate the Company Business during the Second TTM Period, which revised version of the Business Plan shall have been provided to Securityholder Representative no later than fifteen (15) days before the beginning of the Second TTM Period and Parent shall consider any comments from Securityholder Representative in good faith (for greater certainty, Parent’s determination as to any changes to be made to the Business Plan based on which its sole reasonable business judgment shall control); provided, that the above notwithstanding, Parent shall have the freedom to operate the Surviving Corporation (and through the Surviving Corporation, the Company Business) in its sole discretion, and none of Parent, the Surviving Corporation nor their respective Affiliates shall have any duties (fiduciary or otherwise) or obligations to any Indemnifying Securityholder in respect of Earnout Statement becomes binding on Consideration other than those expressly set forth in this Section 2.14. The parties further acknowledge that there is no assurance to any Company Securityholder of any Earnout Consideration and neither Parent nor the partiesSurviving Corporation has promised or projected any Earnout Consideration; provided that, Buyer shall pay Seller the positive difference, if any, between Parent covenants and agrees that it will (i) not take any action in bad faith or otherwise unduly interfere with the operation of the Company Business solely for the purpose of avoiding payment of any Earnout AmountConsideration, if any; minus (ii) $200,000upon the Securityholder Representative’s reasonable advance request, which payment meet with the Securityholder Representative during normal business hours, once every three consecutive months during the TTM Periods, and (iii) notify the Securityholder Representative of any changes to the Business Plan that would reasonably be expected to materially impact the rights of Company Securityholders under this Agreement and consider any objections thereto in good faith, provided that, Parent shall retain sole discretion to operate the business as it deems appropriate in accordance with this Section 2.14(e). (f) For U.S. federal income Tax purposes, any Earnout Consideration shall be paid in cash by wire transfer in immediately available funds treated as an adjustment to the account designated Total Merger Consideration (subject to any imputation of interest required under Section 483 or Section 1274 of the Code), unless otherwise required by Seller. For the avoidance of doubt, if the Average Earnout Period Value is equal to or less than $665,000, the Earnout Amount shall be $0, and no payment shall be made by Buyer to Seller pursuant to this Section 3.4. If the Earnout Amount is less than $200,000, then Seller shall pay to Buyer the positive difference between (A) $200,000; minus (B) the Earnout Amount, which payment shall be paid in cash by wire transfer in immediately available funds to the account designated by Buyerapplicable Law.

Earnout Consideration. (a) As additional consideration for 7.1 Subject to the Purchased Assetsprovisions of Clauses 7.6 and 7.10, within 30 5 Business Days of the determination of the amount of the Earnout Consideration in accordance with this Clause 7 the Purchaser shall pay into the Vendors’ Solicitors’ Client Account or such other account as may be nominated in writing by the Institutional Vendors’ Representatives an amount equal to the Earnout Consideration. 7.2 The Purchaser shall procure that the consolidated accounts of the Company, Liquent and the other members of the Combined Group for each financial year during the Earnout Period are prepared and signed and shall prepare a written computation (“Computation”) of the amount of the Combined Business Revenue and the Combined Business EBITDA for each such Financial Year and of any Earnout Consideration which may be payable in accordance with the provisions of this Agreement as a result and send a copy of such Computation to each of the Institutional Vendors’ Representatives within 90 days following of the end of the Earnout Period, Buyer shall deliver to Seller a statement setting forth . 7.3 The Institutional Vendors’ Representatives may notify the Average Earnout Period Value and Purchaser in writing within 20 Business Days of delivery of the Computation (“the Earnout Amount (Consideration Acceptance Period”) pursuant to Clause 7.2 of any dispute with regard to it, failing which the “Institutional Vendors shall be deemed to have conclusively accepted the same with effect from the date of expiry of the Earnout Statement”), Consideration Acceptance Period. 7.4 In the event that the Institutional Vendors’ Representatives notify the Purchaser pursuant to Clause 7.3 of a dispute as to any amount stated in each case determined in a manner consistent and the Computation produced in accordance with this Agreement. Clause 7.2 (bincluding, but not limited to, the Combined Business EBITDA or the Combined Business Revenue) Following receipt by Seller of Buyer’s proposed Earnout Statement, Seller will be permitted to review then the BusinessInstitutional Vendors’ books and records and working papers related to Buyer’s draft of the proposed Earnout Statement and determination of the Average Earnout Period Value and Earnout Amount, and Buyer will provide Seller with reasonable access to the Business’ personnel, books and records, and facilities in connection with such review. The proposed Earnout Statement delivered by Buyer will become final and binding on the parties 30 days following Buyer’s delivery thereof to Seller except to the extent (and only to the extent) Seller delivers written notice of its disagreement (the “Earnout Amount Notice of Disagreement”) to Buyer on or prior to such date. All matters not subject to dispute as specifically identified in the Earnout Amount Notice of Disagreement will be final and binding. The Earnout Amount Notice of Disagreement must identify each item in the Earnout Statement that the Seller disagrees with and, for each disputed item, contain a statement describing in reasonable detail the basis of such objection Representatives and the Purchaser shall each use all reasonable endeavours to agree any such amount in dispute. If Seller timely delivers an Earnout Amount Notice . 7.5 In the event that the Institutional Vendors’ Representatives and the Purchaser are unable to agree the amount of Disagreement, then the Earnout Statement will become final and binding on Consideration within 20 Business Days (“the parties to this Agreement on the earlier Earnout Consideration Joint Period”) of (i) the date Buyer of the notice given pursuant to Clause 7.3 the dispute shall be referred to an independent firm of chartered accountants (acting as experts and Seller resolve not as arbitrators) appointed for the purpose by agreement between the Institutional Vendors’ Representatives and the Purchaser or, in writing any differences they have with respect to the matters specified in the Earnout Amount Notice default of Disagreement; and (ii) the date all matters in dispute are finally resolved in writing by CliftonLarsonAllen LLP (the “Independent Accountant”). (c) During the 30 days following delivery such agreement within 5 Business Days of an Earnout Amount Notice of Disagreement, Buyer and Seller will seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Earnout Amount Notice of Disagreement. At the end of the Earnout Consideration Joint Period, to be nominated (at the request of either the Institutional Vendors’ Representatives or the Purchaser) by the President of the Institute of Chartered Accountants in England and Wales. The decision of such 30-day periodfirm (whose costs shall be borne as that firm shall decide or, Buyer and Seller will submit to the Independent Accountant for resolution all matters that remain in dispute, which were included in the Earnout Amount Notice absence of Disagreement (and will take all actions reasonably requested such direction, equally by the Independent Accountant in connection with such resolution, including submitting written claims to Institutional Vendors’ Representatives on the Independent Accountant if so requested), one hand and the Independent Accountant will make a Purchaser on the other hand) shall (in the absence of manifest error) be final determination of and binding upon the Average Earnout Period Value and Earnout Amount in accordance with the terms of this Agreement (with it being understood that Buyer and Seller will request that the Independent Accountant deliver to Buyer and Seller its resolution in writing not more than 30 days after the date submitted to the Independent Accountant). The Independent Accountant will make a determination only with respect to the matters still in dispute and, with respect to each such matter, its determination will be within the range of the dispute between Buyer and Seller. The Independent Accountant’s determination will be based solely on written materials submitted by Buyer and Seller (i.e., not on independent review) Institutional Vendors and the provisions Purchaser for the purposes of this Agreement. (d) The costs and expenses 7.6 Subject to the provisions of Clause 7.10, in the event of the Independent Accountant will be allocated between Buyer and Seller based upon sale by the percentage Purchaser of all or substantially all of the portion share capital of all or any member of the contested amount not awarded Combined Group or all or substantially all of the Combined Business before the third anniversary of Completion (other than a sale to Buyer or Seller bears any other member of the Combined Group) the Purchaser shall pay to the amount actually contested by Institutional Vendors in accordance with Clause 7.10 on completion of such party. For example, if Seller claims sale in full satisfaction of the Vendors’ entitlement to the Earnout Amount Consideration:- 7.6.1 in the event the sale occurs prior to the first anniversary of the Completion Date and the EBITDA of the Combined Business from the Completion Date to the last date prior to the date of the sale to which quarterly management accounts are prepared:- 7.6.1.1 exceeds 90 per cent of the agreed EBITDA budget for such period: £5,000,000 7.6.1.2 exceeds 80 per cent but less than 90 per cent of the agreed EBITDA budget: £3,000,000 7.6.1.3 exceeds 70 per cent but less than 80 per cent of the agreed EBITDA budget: £1,000,000 7.6.1.4 is $1,000 greater less than 70 per cent of the agreed EBITDA budget: zero 7.6.2 in the event the sale is completed after the first anniversary of Completion and not later than the amount claimed by Buyersecond anniversary, and Buyer contests only $500 the EBITDA of the amount claimed by SellerCombined Business for the 12 month period prior to the date of completion of such sale 7.6.2.1 exceeds 90 per cent of the agreed EBITDA budget for such period: £7,500,000; 7.6.2.2 exceeds 80 per cent but less than 90 per cent of the agreed EBITDA budget: £5,500,000 7.6.2.3 exceeds 70% per cent but less than 80 per cent of the agreed EBITDA budget: £3,500,000 7.6.2.4 exceeds 60 per cent but less than 70 per cent of the agreed EBITDA budget: £1,500,000 7.6.2.5 is less than 60 per cent of the agreed EBITDA budget: zero 7.6.3 in the event the sale is completed after the second anniversary of Completion and not later than the third anniversary, and if the Independent Accountant ultimately resolve the dispute by awarding Sellers $300 EBITDA of the $500 contested, then Combined Business for the costs and expenses 12 month period prior to the date of completion of such sale 7.6.3.1 exceeds 90 per cent of the Independent Accountant will be allocated 60% (i.e., 300 ÷ 500) to Buyer and 40% (i.e., 200 ÷ 500) to Seller.agreed EBITDA budget for such period: £10,00,000; (e) Within two Business Days after 7.6.3.2 exceeds 80 per cent but less than 90 per cent of the date on which agreed EBITDA budget: £8,000,000 7.6.3.3 exceeds 70 per cent but less than 80 per cent of the Earnout Statement becomes binding on agreed EBITDA budget: £6,000,000 7.6.3.4 exceeds 60 per cent but less than 70 per cent of the parties, Buyer shall pay Seller agreed EBITDA budget: £4,000,000 7.6.3.5 exceeds 50 per cent but less than 60 per cent of the positive difference, if any, between (i) agreed EBITDA budget: £2,000,000 7.6.3.6 is less than 50 per cent of the Earnout Amount, if any; minus (ii) $200,000, which payment shall be paid in cash by wire transfer in immediately available funds to the account designated by Selleragreed EBITDA budget: zero. For the avoidance of doubt, if in the Average Earnout Period Value event the sale is equal to or less than $665,000completed after 31 December 2006, the Earnout Amount shall be $0, and no payment shall be made by Buyer to Seller required pursuant to this Section 3.4. Clause. 7.7 In the event of a sale of all or substantially all of the entire issued share capital of the Purchaser in circumstances where:- 7.7.1 the Combined Business EBITDA of the Combined Business for the 12 month period prior to the date of completion of such sale exceeds 90 per cent of the agreed EBITDA budget for such period; or 7.7.2 the sale occurs prior to the first anniversary of the Completion Date and the Combined Business EBITDA of the Combined Business from the Completion Date to the last date prior to the date of the sale to which quarterly management accounts are prepared exceeds 90 percent of the agreed EBITDA budget for such period; the Institutional Vendors’ Representatives may elect by notice in writing to the Purchaser within 15 Business Days of the Purchaser giving notice that the sale is proposed that in the event the sale completes their entitlement to receive Earnout Consideration shall be satisfied in the manner set out in Clause 7.6. 7.8 In the event that any member of the Combined Group proposes to make a Material Acquisition it shall give notice to the Institutional Vendors’ Representatives not less than 15 Business Days before the Material Acquisition is proposed to complete. 7.8.1 The notice given pursuant to this Clause 7.8 shall include the proposed commercial terms of the acquisition, copies of the most recent published accounts (and any management accounts provided to the relevant member of the Combined Group) of the company or business proposed to be acquired and copies of any financial due diligence report prepared for the relevant member of the Combined Group in relation to the acquisition. 7.8.2 The Institutional Vendors’ Representatives may elect within 15 Business Days of such notice to exclude the results of the acquired business from the calculation of the Earnout Consideration. 7.8.3 If the Earnout Amount is less than $200,000, then Seller shall pay Institutional Vendors’ Representatives does not make an election pursuant to Buyer Clause 7.8.2 the positive difference between (A) $200,000; minus (B) acquired business will form part of the Combined Business and in calculating the Earnout AmountConsideration:- 7.8.3.1 the aggregate revenue of the acquired business for the 12 months prior to the date of completion of the Material Acquisition will be added to PV for the purposes of calculating the Compound Annual Rate of Growth; and 7.8.3.2 the $15,000,000 Combined Business EBITDA target will be increased by an amount equal to 10 percent of the aggregate consideration paid for the acquired business. For the purposes of this Clause “Material Acquisition” shall mean the acquisition of a business or a company for a consideration in excess of five per cent of the Revenue of the Combined Group for the previous financial year. 7.9 Notwithstanding any other provision of this Agreement, which payment the Earnout Consideration shall in no event exceed £10,000,000. 7.10 The Quester Funds’ entitlement to Earnout Consideration (calculated in accordance with their Earnout Entitlement) shall be paid in cash by wire transfer in immediately available funds satisfied by:- 7.10.1.1 the Purchaser paying an amount equal to the Quester Funds’ entitlement to the Earnout Consideration into an escrow account designated to be jointly controlled by Buyerthe Purchaser’s Solicitors and the Vendor’s Solicitors (“the Earnout Escrow Account”); and 7.10.1.2 the Purchaser issuing to each of the Quester Funds, Earnout Loan Notes with an aggregate nominal value equal to their respective entitlement to the Earnout Consideration. Any such Earnout Loan Notes shall be issued to the relevant Institutional Vendor within 5 Business Days of the determination of the amount of the Earnout Consideration in accordance with this Clause 7 The Earnout Consideration due to the Institutional Vendors (other than the Quester Funds) shall be apportioned between the Institutional Vendors (other than the Quester Funds) in accordance with their Cash Earnout Entitlements. 7.11 The Purchaser shall be entitled to rely on the Earnout Entitlement as being conclusive proof that the Quester Funds are entitled to the number of Loan Notes set out in the notice and shall have no liability to any Party in respect of any Claim that it has issued too many Loan Notes or that, as a result, the amount paid pursuant to Clause 7.1 and/or Clause 7.6 was therefore insufficient to satisfy the Consideration due to the other Vendors. 7.12 Upon any payment of interest or principal being made to the holder of any Earnout Loan Notes an amount equal to the amount paid to such holders shall be released from the Earnout Escrow Account and paid to the Purchaser.

Earnout Consideration. (a) As additional consideration soon as practicable after December 31, 2000 and no later than March 31, 2001, Buyer will deliver to the Seller Representative a draft auditor's report on the Company's consolidated financial statements for the Purchased Assetsyear ended December 31, within 30 days following the end of the Earnout Period, Buyer shall deliver to Seller a statement setting forth the Average Earnout Period Value and the Earnout Amount (the “Earnout Statement”), in each case determined in a manner consistent and 2000 prepared in accordance with this Agreement. US GAAP and reflecting the Company's Net Sales and Operating Profit Margin for the fiscal year ended December 31, 2000 (b) Following receipt the "YEAR 2000 FINANCIAL STATEMENTS"). If the acquisition of the minority interests in the Company's subsidiaries referred to in SECTION 7.1(f), or the contribution of such shares to the Company by Seller Buyer, requires the Company to create goodwill on its balance sheet and to amortize such goodwill, either the amortization of Buyer’s proposed Earnout Statement, Seller such good will be permitted disregarded in determining Operating Profit Margin or the formula for the Earnout regarding Operating Profit Margin will be reduced to take into consideration such amortization. The Seller Representative will have 30 days to review the Business’ books Year 2000 Financial Statements (such 30-day period being referred to herein as the "SELLER REVIEW PERIOD"). Buyer will cooperate with the Seller Representative in this review of and records will make available to the Seller Representative all information and working papers related data relating to Buyer’s draft the preparation of the proposed Earnout Statement Year 2000 Financial Statements as the Seller Representative may reasonably request, and determination the Norwegian Sellers' independent accountants will be provided with customary access of the Average Earnout Period Value nature and Earnout Amount, and Buyer will provide Seller with reasonable access to the Business’ personnel, books and records, and facilities extent provided Buyer's independent accountants in connection with such reviewtheir review of the Closing Date Balance Sheet to the work papers of the Sellers' independent accountants relating thereto (subject to the Seller Representative's entering into a customary waiver letter with Buyer's independent accountants). The proposed Earnout Statement delivered by If the Seller Representative disagrees with the determination of Net Sales or Operating Profit Margin as calculated from the Year 2000 Financial Statements on or before the Seller Review Period expires, the Seller Representative will notify Buyer will become final of the matters with which it disagrees on or before the Seller Review Period expires, and binding on the parties 30 days following Buyer’s delivery thereof will use their best efforts to Seller except to the extent (resolve any differences promptly. If Buyer and only to the extent) Seller delivers written notice of its disagreement (the “Earnout Amount Notice of Disagreement”) to Buyer on or prior to such date. All matters not subject to dispute as specifically identified in the Earnout Amount Notice of Disagreement will be final and binding. The Earnout Amount Notice of Disagreement must identify each item in the Earnout Statement that the Seller disagrees with and, for each disputed item, contain a statement describing in reasonable detail the basis of such objection and the amount in dispute. If Seller timely delivers an Earnout Amount Notice of Disagreement, then the Earnout Statement will become final and binding on the parties to this Agreement on the earlier of (i) the date Buyer and Seller resolve in writing any differences they have with respect to the matters specified in the Earnout Amount Notice of Disagreement; and (ii) the date all matters in dispute Representative are finally resolved in writing by CliftonLarsonAllen LLP (the “Independent Accountant”). (c) During the 30 days following delivery of an Earnout Amount Notice of Disagreement, Buyer and Seller will seek in good faith unable to resolve in writing any differences disagreements that they may have with respect to the matters specified in Year 2000 Financial Statements or the Earnout Amount Notice determination of Disagreement. At Net Sales or Operating Profit Margin within 30 days after the end Seller Representative notifies Buyer of the its disagreement, then within ten (10) days after such 30-day periodperiod expires, the disputed matters will be promptly referred for final determination to one of the "Big Five" accounting firms that does not have an existing relationship with either Buyer or the Company, or if such firm is unable or unwilling to make such final determination, to such other independent accounting firm as the parties mutually designate (the accounting firm making such determination is referred to herein as the "INDEPENDENT ACCOUNTANTS"). The Year 2000 Financial Statements will be deemed to be binding on the Norwegian Sellers and Buyer upon (i) the Seller will submit Representative's failure to deliver to Buyer a notice of disagreement before the Independent Accountant for Seller Review Period Expires, (ii) resolution all matters that remain in disputeof any disagreement by mutual agreement of the parties after a timely notice of disagreement has been delivered to Buyer, which were included in the Earnout Amount Notice of Disagreement or (and will take all actions reasonably requested iii) notification by the Independent Accountant in connection with such resolution, including submitting written claims to the Independent Accountant if so requested), and the Independent Accountant will make a Accountants of their final determination of the Average Earnout Period Value items of disagreement submitted to them. The costs and Earnout Amount expenses associated with the preparation of the Year 2000 Statements will be borne by Buyer. Any amounts paid to the Norwegian Sellers in accordance with this SECTION 1.4 is referred to as the "EARNOUT." (b) As soon as practicable after December 31, 2001 and no later than March 31, 2002, Buyer will deliver to the Seller Representative a draft auditor's report on the Company's consolidated financial statements for the year ended December 31, 2001 prepared in accordance with US GAAP reflecting the Company's Net Sales and Operating Profit Margin for the fiscal year ended December 31, 2001 (the "YEAR 2001 FINANCIAL STATEMENTS"). Buyer and the Seller Representative will follow the same procedures with respect to the review and final determination of the Net Sales and Operating Profit Margin of the Company for the year ended December 31, 2001 reflected on the Year 2001 Financial Statements as the procedures set forth in SECTION 1.4(a) above with respect to the review and final determination of the Year 2000 Financial Statements. (c) Buyer will pay in cash or, at Buyer's option exercisable in its sole discretion, shares of Buyer's common stock valued at the average closing price of Buyer's common stock as quoted on NASDAQ during the ten trading days ending ten days before the date on which any amount owed to the Norwegian Sellers pursuant to this SECTION 1.4 is finally determined, to the Escrow Agent for the benefit of the Norwegian Sellers the following amounts: (1) As soon as practicable after the Company's Net Sales and Operating Profit Margin for the year ended December 31, 2000 are finally determined in accordance with the terms procedures set forth in SECTION 1.4(a) above, if the Company's Operating Profit Margin is at least 10.6%, Buyer will pay the Escrow Agent up to US$12 million determined in accordance with the following formula: (X / US$26.6 million) x US$12 million where X equals the excess of this Agreement the Company's Net Sales for the year ended December 31, 2000 over US$72.6 million; and if the Company's Operating Profit is less than 10.6%, the amount of the Earnout will be determined in accordance with SCHEDULE 1.4. (with it being understood that Buyer and Seller will request that the Independent Accountant deliver to Buyer and Seller its resolution in writing not more than 30 days 2) As soon as practicable after the date submitted Company's Net Sales and Operating Profit Margin for the year ended December 31, 2001 are finally determined in accordance with the procedures set forth in SECTION 1.4(b) above, if the Company's Operating Profit Margin is at least 10.6% Buyer will pay the Escrow Agent up to US$12 million determined in accordance with the Independent Accountant). The Independent Accountant will make a determination only with respect to following formula: (X / US$42.6 million) x US$12 million where X equals the matters still in dispute andexcess of the Company's Net Sales for the year ended December 31, with respect to each such matter2001 over US$116.2 million; and if the Company's Operating Profit is less than 10.6%, its determination the amount of the Earnout will be within the range of the dispute between Buyer and Seller. The Independent Accountant’s determination will be based solely on written materials submitted by Buyer and Seller (i.e., not on independent review) and the provisions of this Agreementdetermined in accordance with SCHEDULE 1.4. (d) For purposes of converting the Company's monthly financial statements from NOK into dollars, the parties shall use the average exchange rate for such month based on the daily exchange rates published in The costs Wall Street Journal. (e) Any disagreements that Buyer and expenses the Seller Representative have failed to resolve among themselves in accordance with the provisions of this SECTION 1.4, with respect to the Year 2000 Financial Statements or the Year 2001 Financial Statements will be determined by the Independent Accountants. The scope of the Independent Accountant Accountants' review will be allocated between limited to the matters on which Buyer and the Seller based upon the percentage Representative disagree. The decision of the portion of Independent Accountants will be final and binding on the contested amount not awarded to Buyer or and the Seller bears to Representative. The Norwegian Sellers on the amount actually contested by such party. For exampleone hand, if Seller claims the Earnout Amount is $1,000 greater than the amount claimed by and Buyer, and Buyer contests only $500 of on the amount claimed by Sellerother, and if the Independent Accountant ultimately resolve the dispute by awarding Sellers $300 of the $500 contested, then will bear equally the costs and expenses of the Independent Accountant Accountants. The amount to be borne by the Norwegian Sellers will be allocated 60% (i.e., 300 ÷ 500) to Buyer and 40% (i.e., 200 ÷ 500) to Sellerpaid by the Escrow Agent out of the Escrow Fund. (ef) Within two Business Days after Buyer will pay the date on which Escrow Agent any amounts owed to the Earnout Statement becomes binding Norwegian Sellers pursuant to SECTION 1.4(c) on the parties, Buyer shall pay Seller the positive difference, if any, between later of (i) April 15, 2001 or 2002, as the Earnout Amountcase may be, if any; minus and (ii) $200,000, which payment shall within ten (10) days after such amount is finally determined in accordance with the procedures set forth above. Such amount will be paid in cash by wire transfer in immediately available funds distributed to the account designated by Norwegian Sellers in accordance with the percentage set forth opposite each Norwegian Seller. For 's name on EXHIBIT A under the avoidance column entitled "Percentage of doubt, if the Average Earnout Period Value is equal to or less than $665,000, the Earnout Amount shall be $0, and no payment shall be made by Buyer to Seller pursuant to this Section 3.4. If the Earnout Amount is less than $200,000, then Seller shall pay to Buyer the positive difference between (A) $200,000; minus (B) the Earnout Amount, which payment shall be paid in cash by wire transfer in immediately available funds to the account designated by BuyerEarnout."

Earnout Consideration. Following the Closing Date, Purchaser agrees to make an additional payment to the Companies upon the terms and subject to the conditions of this Section 1.5. (a) As additional consideration for the Purchased Assets, within 30 Within ninety (90) days following after the end of the Earnout Period, Buyer Purchaser shall prepare and deliver to the Seller Parties’ Representative a statement setting forth the Average Earnout Period Value and the Earnout Amount (the “Earnout Statement”)) setting forth Purchaser’s calculation of the Earnout Amount, and Purchaser shall deliver such statement to the Seller Parties’ Representative, together with such schedules and data with respect to the determination thereof as may be reasonably appropriate to support the calculations set forth in each case determined in a manner consistent and in accordance with this Agreementthe Earnout Statement. (b) Following receipt by The Seller Parties’ Representative shall have a period of Buyerforty-five (45) days after the date it receives the Earnout Statement from Purchaser to deliver to Purchaser written notice of the Seller Parties’ Representative’s proposed disagreement with any item contained in the Earnout Statement, Seller will be permitted to review the Business’ books and records and working papers related to Buyer’s draft of the proposed Earnout Statement and determination of the Average Earnout Period Value and Earnout Amount, and Buyer will provide Seller with reasonable access to the Business’ personnel, books and records, and facilities in connection with such review. The proposed Earnout Statement delivered by Buyer will become final and binding on the parties 30 days following Buyer’s delivery thereof to Seller except to the extent (and only to the extent) Seller delivers written which notice of its disagreement (the “Earnout Amount Notice of Disagreement”) to Buyer on or prior to such date. All matters not subject to dispute as specifically identified in the Earnout Amount Notice of Disagreement will be final and binding. The Earnout Amount Notice of Disagreement must identify each item in the Earnout Statement that the Seller disagrees with and, for each disputed item, contain a statement describing shall set forth in reasonable detail the basis for such disagreement (an “Objection Notice”). During the forty-five (45) day period following the Seller Parties’ Representative’s receipt of such objection the Earnout Statement, the Purchaser shall provide the Seller Parties’ Representative reasonable access during reasonable hours and under reasonable circumstances to the relevant books and records relating to the preparation of the Earnout Statement, in each case as reasonably requested by the Seller Parties’ Representative in connection with the Seller Parties’ Representative’s review of the Earnout Statement. During the thirty (30) days following Purchaser’s receipt of an Objection Notice, Purchaser and the amount Seller Parties’ Representative shall seek in dispute. If Seller timely delivers an Earnout Amount Notice of Disagreement, then the Earnout Statement will become final and binding on the parties good faith to this Agreement on the earlier of (i) the date Buyer and Seller resolve in writing any differences which they have with respect to the matters specified in the Objection Notice, and upon such resolution, the Earnout Amount Notice Statement shall be prepared in accordance with the agreement of Disagreement; Purchaser and (ii) the date all matters in dispute are finally resolved in writing by CliftonLarsonAllen LLP (the “Independent Accountant”)Seller Parties’ Representative. (c) During If Purchaser and the 30 Seller Parties’ Representative are unable to resolve the disputed items set forth in the Objection Notice within thirty (30) days following delivery Purchaser’s receipt of an such Objection Notice (or such longer period as Purchaser and the Seller Parties’ Representative may mutually agree in writing), such dispute shall be submitted to, and all issues having a bearing on such dispute shall be resolved by, the Neutral Accountant in accordance with the procedures set forth in Section 1.6(b). The Earnout Statement, as adjusted (if necessary) pursuant to the terms of this Agreement, shall be deemed final and binding on the parties (the “Final Earnout Statement”) upon the earliest of (A) the resolution of all disputes, pursuant to this Section 1. 5, by Purchaser and the Seller Parties’ Representative and (B) the resolution of all disputes, pursuant to this Section 1.5, by the Neutral Accountant. The Earnout Amount, as shown on the Final Earnout Statement, shall constitute the “Earnout Amount” for all purposes hereunder. The party for whom the absolute value of the difference between (x) such party’s estimated Earnout Amount Notice of Disagreement, Buyer and Seller will seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in (y) the Earnout Amount Notice of Disagreement. At set forth in the end Final Earnout Statement, is the greatest shall pay the reasonable, documented, out-of-pocket costs and expenses of the such 30-day period, Buyer other party (other than the fees and Seller will submit to expenses of the Independent Accountant for resolution all matters that remain in dispute, which were included in the Earnout Amount Notice of Disagreement (and will take all actions reasonably requested by the Independent Accountant Neutral Accountant) incurred in connection with such resolutionparty’s dispute of the Earnout Amount pursuant to this Section 1.5(c); provided, including submitting written claims to that if the Independent Accountant if so requested), difference between the forgoing (x) and (y) for each of Purchaser and the Independent Accountant will make a final determination of the Average Earnout Period Value Seller Parties’ Representative is equal, each party shall bear its own costs and Earnout Amount in accordance with the terms of this Agreement (with it being understood that Buyer and Seller will request that the Independent Accountant deliver to Buyer and Seller its resolution in writing not more than 30 days after the date submitted to the Independent Accountant). The Independent Accountant will make a determination only with respect to the matters still in dispute and, with respect to each such matter, its determination will be within the range of the dispute between Buyer and Seller. The Independent Accountant’s determination will be based solely on written materials submitted by Buyer and Seller (i.e., not on independent review) and the provisions of this Agreementexpenses. (d) The costs and expenses of the Independent Accountant will be allocated between Buyer and Seller based upon the percentage of the portion of the contested amount not awarded to Buyer or Seller bears to the amount actually contested by such party. For example, if Seller claims If the Earnout Amount is exceeds $1,000 greater than the amount claimed by Buyer, and Buyer contests only $500 of the amount claimed by Seller, and if the Independent Accountant ultimately resolve the dispute by awarding Sellers $300 of the $500 contested0, then the costs and expenses of the Independent Accountant will be allocated 60% (i.e., 300 ÷ 500) to Buyer and 40% (i.e., 200 ÷ 500) to Seller. (e) Within two Business Days after the date on which Purchaser shall deliver the Earnout Statement becomes binding on Amount to the parties, Buyer shall pay Seller the positive difference, if any, between (i) the Earnout Amount, if any; minus (ii) $200,000, which payment shall be paid in cash Parties’ Representative by wire transfer in immediately available funds within five (5) Business Days after the determination of the Final Earnout Statement, and the Seller Parties’ Representative shall then distribute any such amount to LCS. (e) During the Earnout Period, Purchaser agrees to deliver to the account designated by Seller. For Seller Parties’ Representative (i) within thirty (30) days of the avoidance last day of doubt, if the Average Earnout Period Value is equal to or less than $665,000, each calendar quarter falling within the Earnout Amount shall be $0Period, financial statements with respect to the Business for the preceding calendar quarter, and no payment shall be made by Buyer to Seller pursuant to this Section 3.4. If (ii) within ten (10) days of the last day of each calendar month falling within the Earnout Amount is less than $200,000Period, then Seller shall pay to Buyer the positive difference between (A) $200,000; minus (B) the Earnout Amount, which payment shall be paid in cash by wire transfer in immediately available funds an occupancy report with respect to the account designated by BuyerBusiness for the preceding calendar month.

Earnout Consideration. During the Earnout Term, Buyer shall pay Earnout Payments to Seller, if any, as additional Purchase Price in accordance with this Section 3.3 (collectively, the “Earnout Consideration”). (a) As additional consideration for the Purchased Assets, within No later than 30 days following after the end of each calendar month during the Earnout Term (an “Earnout Period”), Buyer shall deliver to Seller and Ben NV a written statement setting forth the Average Earnout Period Value and the Earnout Amount certified by an officer of ffVC GP (the “Earnout Statement”)) setting forth Buyer’s reasonably detailed calculations of Available Cash, the Retained Amount and the Earnout Payment, if any, in each case determined in a manner consistent and in accordance applicable to the immediately preceding Earnout Period together with this Agreement. (b) reasonable supporting documentation therefor. Following receipt by Seller the delivery of Buyer’s proposed the Earnout Statement, Buyer shall afford Seller will be permitted and Ben NV and their respective Representatives the opportunity to review the Business’ books and records and working papers related to Buyer’s draft of the proposed Earnout Statement and determination supporting work papers and underlying records or documentation that are reasonably requested to confirm or object to the calculations of Available Cash, the Average Earnout Period Value Retained Amount and Earnout Amount, Payment. Buyer and Buyer will provide ffVC GP shall reasonably cooperate with Seller with reasonable access to the Business’ personnel, books and records, and facilities Ben NV in connection with such review. The proposed If either Seller or Ben NV disputes any amounts shown on an Earnout Statement, such objecting Party shall deliver to Buyer within 15 days after receipt of such Earnout Statement delivered by Buyer will become final and binding on the parties 30 days following Buyer’s delivery thereof to Seller except to the extent a notice (and only to the extent) Seller delivers written notice of its disagreement (the “Earnout Amount Notice of DisagreementObjection Notice”) to Buyer on or prior to setting forth such date. All matters not subject to dispute as specifically identified in objecting Party’s calculation of the Earnout Amount Notice of Disagreement will be final disputed amount(s) and binding. The Earnout Amount Notice of Disagreement must identify each item in the Earnout Statement that the Seller disagrees with and, for each disputed item, contain a statement describing in reasonable detail the basis for the determination of such objection and the amount in disputedifferent amount(s). If neither Seller timely delivers nor Ben NV deliver an Earnout Amount Objection Notice of Disagreement, then the Earnout Statement will become final and binding on the parties to this Agreement on the earlier of (i) the date Buyer and Seller resolve in writing any differences they have with respect to the matters specified in the Earnout Amount Notice of Disagreement; and (ii) the date all matters in dispute are finally resolved in writing by CliftonLarsonAllen LLP (the “Independent Accountant”). (c) During the 30 days following delivery of an Earnout Amount Notice of Disagreement, Buyer and Seller will seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Earnout Amount Notice of Disagreement. At the end of the within such 3015-day period, Buyer then such Earnout Statement shall be deemed final and Seller will submit the corresponding Earnout Payment shall be payable as herein provided. If an Objection Notice is timely provided, the Parties shall use commercially reasonable efforts to resolve such differences within 15 days of the Independent Accountant for delivery of the Objection Notice. If the Parties do not reach a final resolution all matters that remain in dispute, which were included in on the Earnout Amount Notice of Disagreement Statement and disputed calculations within such 15-day period, unless the Parties agree to continue their efforts to resolve such differences, the dispute shall be resolved by a neutral accountant agreeable to all Parties (and will take all actions reasonably requested by the Independent Accountant in connection with such resolution, including submitting written claims to the Independent Accountant if so requested), and the Independent Accountant will make a final determination of the Average Earnout Period Value and Earnout Amount in accordance with the terms of this Agreement (with it being understood that Buyer and Seller will request that the Independent Accountant deliver to Buyer and Seller its resolution in writing not more than 30 days after the date submitted to the Independent “Neutral Accountant”). The Independent Accountant will make a determination only with respect Parties shall be entitled to provide their respective calculations and support to the matters still in dispute andNeutral Accountant, with respect copies of which shall be provided to each such matter, its the other Parties. The determination will by the Neutral Accountant must be within the range of the dispute between Buyer amounts provided by the Parties and Sellersuch determination shall be deemed final and binding on the Parties. The Independent Accountant’s determination will be based solely on written materials submitted by Buyer and Seller (i.e., not on independent review) and the provisions of this Agreement. (d) The costs and expenses of the Independent Neutral Accountant will shall be allocated between paid by the Buyer and Seller based upon out of revenues received from the percentage Purchased Alternative Assets. Subject to the immediately following sentence, no later than 30 days after the final determination of the portion of the contested amount not awarded to Buyer or Seller bears to the amount actually contested by such party. For example, if Seller claims Earnout Payment and the Earnout Amount is $1,000 greater than the amount claimed by Buyer, and Buyer contests only $500 of the amount claimed by Seller, and if the Independent Accountant ultimately resolve the dispute by awarding Sellers $300 of the $500 contested, then the costs and expenses of the Independent Accountant will be allocated 60% (i.e., 300 ÷ 500) to Buyer and 40% (i.e., 200 ÷ 500) to Seller. (e) Within two Business Days after the date on which the Earnout Statement becomes binding on the partiesStatement, Buyer shall pay to Seller the positive difference, if any, between (i) Earnout Payment set forth in the Earnout Amount, if any; minus (ii) $200,000, which payment shall be paid in cash Statement by wire transfer in of immediately available funds to the account or accounts designated by Seller. For the avoidance Buyer shall not be permitted to make any payment of doubt, if the Average Earnout Period Value is equal to or less than $665,000, the Earnout Amount Payment unless, concurrently with such payment, Buyer makes a distribution to the Custody Trust in respect to its Buyer LP Interests in accordance with the Buyer LPA. (b) During the Earnout Term, Buyer shall not, directly or indirectly, take any actions, or fail to take any actions, for the purpose of causing, or that would reasonably be $0expected to cause without a legitimate business purpose, and no payment any Earnout Payment to be avoided or reduced. (c) The Parties shall be treat any payments made by Buyer to Seller pursuant to this Section 3.4. If the Earnout Amount is less than $200,000, then Seller shall pay to Buyer the positive difference between (A) $200,000; minus (B) the Earnout Amount, which payment shall be paid in cash by wire transfer in immediately available funds 3.3 as adjustments to the account designated by BuyerPurchase Price for all purposes.