Common use of Earnout Payment Clause in Contracts

Earnout Payment. UWWH and the Surviving Corporation acknowledge that the obligations of the Surviving Corporation set forth in this Section 5.3 are an integral part of the consideration to be received by IP in connection with the Transactions. Subject to Section 5.3(a) and Section 5.3(h), following the Closing, the Surviving Corporation shall make a payment, if any, to IP to be calculated and distributed in accordance with this Section 5.3 and Section 5.3 of the Disclosure Letter (the “Earnout Payment”). (a) Within 30 days after the completion of the Surviving Corporation’s audited financial statements for each of its 2017, 2018 and 2019 fiscal years, the Surviving Corporation shall prepare and deliver a certificate endorsed by an executive officer of the Surviving Corporation certifying a statement (with respect to each such fiscal year, such year’s “Yearly Earnout Statement”) setting forth the Surviving Corporation’s good faith calculation of the Actual EBITDA and Target EBITDA (including any Monthly LTM EBITDA) for such fiscal year and each of the components thereof and attaching reasonable supporting documentation; provided that the Yearly Earnout Statement with respect to the Surviving Corporation’s 2019 fiscal year shall also include the Surviving Corporation’s good faith calculation (the “Preliminary Earnout Payment Calculation”) of the amount of the Earnout Payment, if any, owed to IP. IP shall, no more than 90 days after its receipt of the Yearly Earnout Statement for the Surviving Corporation’s 2019 fiscal year, notify the Surviving Corporation of IP’s good faith calculation of the amount of the Earnout Payment, if any, owed to IP, if different from the Preliminary Earnout Payment Calculation, or that IP agrees with Preliminary Earnout Payment Calculation. If such notice states that IP agrees with the Preliminary Earnout Payment Calculation or if IP does not deliver such notice within such 90-day period, then such amount shall be final. If such notice states that IP disagrees with Preliminary Earnout Payment Calculation, a nationally recognized independent public accounting firm shall be jointly selected to arbitrate and resolve such dispute, and shall make a final determination of the Earnout Payment, in accordance with the applicable procedures, principles and provisions set forth in Section 5.2(c). The fees and expenses of such accounting firm shall be paid in accordance with Section 5.2(c). The determination made pursuant to this Section 5.3, whether by agreement of the Surviving Corporation and IP or determination of such accounting firm, shall be final and binding on the Parties. No later than 10 Business Days after the final determination of the Earnout Payment, subject to Section 5.3(j), the Surviving Corporation shall pay to IP the Earnout Payment (if any) due and owing in accordance with this Section 5.3. (b) The Earnout Payment shall be calculated as follows: (i) If the Actual EBITDA is less than the Target EBITDA, then the Earnout Payment shall be equal to $0. (ii) If the Actual EBITDA is greater than the Target EBITDA, then the Earnout Payment shall equal the product of (x) the difference of (i) the Actual EBITDA, minus (ii) the Target EBITDA, multiplied by (y) 4/3; provided that, in no event shall the Earnout Payment exceed $100,000,000. For illustrative purposes, if (1) the Actual EBITDA equals $75 million and the Target EBITDA equals $15 million, then the Earnout Payment would equal $80 million (($75 million - $15 million) x 4/3); or (2) the Actual EBITDA equals $105 million and the Target EBITDA equals $15 million, then the Earnout Payment would equal $100 million (($105 million - $15 million) x 4/3 = $120 million, but the Earnout Payment would be capped at $100 million). For the avoidance of doubt, if no Earnout Payment is due and owed under this Section 5.3, then IP shall have no further rights, and the Surviving Corporation shall have no further obligations, with respect to this Section 5.3. (c) If any Person or group of Persons directly or indirectly acquires a majority of the outstanding voting power of the Surviving Corporation’s capital stock at any time, or a majority of the assets of the Surviving Corporation and its Subsidiaries is acquired (by merger, consolidation, acquisition of stock or assets or otherwise), prior to the final determination of whether any payment of the Earnout Payment is required pursuant to this Section 5.3, the Surviving Corporation and such Person or group of Persons shall reasonably agree in writing to IP that through the end of the Measurement Period (i) the collective business activities of the Surviving Corporation as of immediately prior to such acquisition shall thereafter continue to be operated and accounted for separately from any other business activities and operations, (ii) complete and accurate books of account and records covering all transactions relating to the computation of the Earnout Payment will be maintained and (iii) the Surviving Corporation shall (x) remain an SEC registrant or (y) if the Surviving Corporation will not be an SEC registrant, provide IP with unaudited quarterly and audited annual financial statements and financial data of the type and on the timetable as required to be filed by the SEC pursuant to Regulation S-X and Regulation S-K under the Securities Act. If the Surviving Corporation and the acquirer do not provide IP with such reasonable written agreement prior to the closing of such acquisition, and such acquisition occurs prior to the end of the Measurement Period, then the Earnout Payment shall be deemed to have been earned in an amount equal to $100,000,000 (subject to Section 5.3(h) below) and shall be due and payable to IP at or prior to the closing of such acquisition. (d) Within 30 days after the occurrence of any Applicable Closing Date, the Surviving Corporation shall prepare and deliver to IP a certificate endorsed by an executive officer of the Surviving Corporation certifying a statement (with respect to any Acquisition or Divestiture, an “Acquired/Divested EBITDA Statement”) setting forth the Surviving Corporation’s good faith calculation of the Monthly LTM EBITDA with respect to the applicable Acquired Business or Divested Business and each of the components thereof. (e) From and after January 1, 2017 (or, if earlier, the date on which an Acquired/Divested EBITDA Statement is required to be delivered), in the case of clause (i) of this Section 5.3(e), and after March 31, 2020, in the case of clause (ii) of this Section 5.3(e), the Surviving Corporation shall (i) cooperate and provide such information as reasonably requested by IP and its Representatives and provide such back-up supporting information therefor as reasonably requested by IP to the extent reasonably required to permit IP to review the Yearly Earnout Statements and any Acquired/Divested EBITDA Statements and to verify computations of the Earnout Payment, Actual EBITDA, Target EBITDA, any Monthly LTM EBITDA and each of the components thereof, and (ii) in connection with the foregoing, give IP and its Representatives access at all reasonable times and on reasonable advance notice to the books, records, properties, working papers and personnel of the Surviving Corporation and its Subsidiaries (including its senior finance and accounting personnel and accountants). (f) Notwithstanding anything in this Agreement to the contrary, and for purposes of clarification, from and after the date hereof and until the payment of all amounts owed pursuant to Section 5.2 and this Section 5.3, the Parties agree that none of the Parties shall take any action or omit to take any action with the specific intent or purpose of (and not merely the effect of) increasing or decreasing any amounts payable under Section 5.2 or this Section 5.3. (g) Subject to Section 5.3(h), prior to the second anniversary of the Closing Date, the Surviving Corporation shall not declare or pay any dividend on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any of its capital stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Surviving Corporation or any of its Subsidiaries, except, in the case of dividends, for regular quarterly cash dividends out of consolidated net income for the applicable quarter. (h) Notwithstanding anything in this Section 5.3 to the contrary, at any time prior to the date on which the Earnout Payment is paid in accordance with Section 5.3(a) and Section 5.3 of the Disclosure Letter, or on which the Earnout Payment is paid in full pursuant to Section 5.3(c), the Surviving Corporation, in its sole discretion, may elect to make a payment to IP in full satisfaction of the Surviving Corporation’s obligations under this Section 5.3 (other than Section 5.3(g), subject to the last sentence of this paragraph) in an amount equal to the present value of $100,000,000 on the date of payment assuming a discount rate of 6%, which amount would be calculated by dividing (i) $100,000,000 by (ii) 1.06 to the power of ((x) the number of days between and including the date of payment to IP by the Surviving Corporation under this Section 5.3(h) and June 15, 2020, divided by (y) 365). For illustrative purposes, if the Surviving Corporation were to elect to make a payment to IP pursuant to this Section 5.3(h) on July 1, 2016, the amount of such payment would be equal to ($100,000,000/(1.06^(1,445/365))), which equals $79,399,269.36. For the avoidance of doubt, any payment elected to be made by the Surviving Corporation to IP pursuant to and in accordance with this Section 5.3(h) shall be deemed to be a payment in full of the Earnout Payment and upon the payment of such amount to IP, IP shall have no further rights, and the Surviving Corporation shall have no further obligations, with respect to this Section 5.3, other than Section 5.3(g), which, with respect to dividends, shall continue in full force and effect until January 1, 2016, and, with respect to all other restrictions, shall continue in full force and effect until the second anniversary of the Closing Date. (i) Notwithstanding anything herein to the contrary, (i) the right of IP to receive any amounts pursuant to Section 5.3 is solely a contractual right and is not a security for purposes of any federal or state securities Laws (and shall confer upon IP only the rights of a general unsecured creditor under applicable Law), (ii) will not be represented by any form of certificate or instrument, (iii) does not give IP any voting rights, liquidation rights, preemptive rights or other rights common to holders of the Surviving Corporation’s equity securities, (iv) is not redeemable, (v) shall not earn interest, and (vi) may not be sold, assigned, pledged, gifted, conveyed, transferred or otherwise disposed of (a “Transfer”) (and any purported Transfer in violation of this Section 5.3(i) shall be null and void). (j) The Surviving Corporation shall be entitled to deduct and withhold from the Earnout Payment payable pursuant to this Agreement such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax Law. To the extent that amounts are so withheld and deducted pursuant to this Section 5.3(j), such withheld amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding was made.

Earnout Payment. UWWH and the Surviving Corporation acknowledge that the obligations of the Surviving Corporation set forth in this Section 5.3 are an integral part of the consideration to be received by IP in connection with the Transactions. Subject to Section 5.3(a) and Section 5.3(h), following the Closing, the Surviving Corporation shall make a payment, if any, to IP to be calculated and distributed in accordance with this Section 5.3 and Section 5.3 of the Disclosure Letter (the “Earnout Payment”). (a) Within 30 sixty (60) days after following the completion one year anniversary of the Surviving CorporationClosing Date (the “EBITDA Period”) Buyer will deliver to the Shareholder a written notice setting forth in reasonable detail Buyer’s audited financial statements calculation of Actual EBITDA for each the EBITDA Period (“EBITDA Notice”). Upon receipt of its 2017, 2018 and 2019 fiscal yearsthe EBITDA Notice, the Surviving Corporation Shareholder shall prepare be given reasonable access, upon prior notice and deliver subject to a certificate endorsed by an executive officer reasonable Confidentiality Agreement, to the books and records of the Surviving Corporation certifying a statement (with respect Business solely for purposes reasonably related to each such fiscal year, such year’s “Yearly Earnout Statement”) setting forth the Surviving Corporation’s good faith calculation determinations of the Actual EBITDA and Target EBITDA (including any Monthly LTM EBITDA) for such fiscal year and each of the components thereof and attaching reasonable supporting documentation; provided that the Yearly Earnout Statement with respect to the Surviving Corporation’s 2019 fiscal year shall also include the Surviving Corporation’s good faith calculation (the “Preliminary Earnout Payment Calculation”) of the amount of the resulting Earnout Payment, if any, owed and to IPconduct an independent third party audit, if desired by Shareholder at its expense. IP shallDuring the EBITDA Period, no more than 90 days after its receipt of the Yearly Earnout Statement for the Surviving Corporation’s 2019 fiscal year, notify the Surviving Corporation of IP’s good faith calculation of the amount of and until such time as the Earnout Payment, if any, owed to IP, if different from the Preliminary Earnout Payment Calculation, or that IP agrees with Preliminary Earnout Payment Calculation. If such notice states that IP agrees with the Preliminary Earnout Payment Calculation or if IP does not deliver such notice within such 90-day period, then such amount shall be final. If such notice states that IP disagrees with Preliminary Earnout Payment Calculation, a nationally recognized independent public accounting firm shall be jointly selected to arbitrate and resolve such dispute, and shall make a final determination of the Earnout Payment, in accordance with the applicable procedures, principles and provisions set forth in Section 5.2(c). The fees and expenses of such accounting firm shall be paid in accordance with Section 5.2(c). The determination made is finally determined pursuant to this Section 5.32.13, whether by agreement Buyer covenants and agrees that it shall (i) maintain the Purchased Assets within a separate subsidiary of Buyer’s parent entity, (ii) keep separate books and records relating to the determination of Actual EBITDA, (iii) continue Seller’s ERP system as in existence as of Closing (other than for routine maintenance and upkeep required to integrate the system with Buyer’s Affiliate’s systems), and (iv) provide to Shareholder, within 45 days after the end of each calendar quarter of Buyer, an internally prepared income statement reflecting the performance of the Surviving Corporation and IP or determination of such accounting firmBusiness, shall be final and binding on solely for informational purposes during the Parties. No later than 10 Business Days after the final determination of the Earnout Payment, subject to Section 5.3(j), the Surviving Corporation shall pay to IP the Earnout Payment (if any) due and owing in accordance with this Section 5.3EBITDA Period. (b) The Shareholder shall have thirty (30) Business Days following receipt of the EBITDA Notice to review it and to notify Buyer in writing if the Shareholder disputes any item or amount set forth on such EBITDA Notice and/or if Shareholder intends to audit the calculation of Actual EBITDA in accordance with Section 2.13(a), specifying the reasons therefor in reasonable detail together with the Shareholder’s calculation of such item or amount (each, an “Earnout Payment Dispute Notice” and each item or amount on the Earnout Dispute Notice, an “Earnout Disputed Item”). Other than the Earnout Disputed Items, the Shareholder shall be calculated as follows: (i) If the Actual deemed to have accepted all items and amounts contained in such EBITDA is less than the Target EBITDA, then the Earnout Payment shall be equal to $0. (ii) If the Actual EBITDA is greater than the Target EBITDA, then the Earnout Payment shall equal the product of (x) the difference of (i) the Actual EBITDA, minus (ii) the Target EBITDA, multiplied by (y) 4/3; provided that, in no event shall the Earnout Payment exceed $100,000,000. For illustrative purposes, if (1) the Actual EBITDA equals $75 million and the Target EBITDA equals $15 million, then the Earnout Payment would equal $80 million (($75 million - $15 million) x 4/3); or (2) the Actual EBITDA equals $105 million and the Target EBITDA equals $15 million, then the Earnout Payment would equal $100 million (($105 million - $15 million) x 4/3 = $120 million, but the Earnout Payment would be capped at $100 million). For the avoidance of doubt, if no Earnout Payment is due and owed under this Section 5.3, then IP shall have no further rights, and the Surviving Corporation shall have no further obligations, with respect to this Section 5.3Notice. (c) If In the event that the Shareholder shall deliver an Earnout Dispute Notice to Buyer, Buyer and the Shareholder shall attempt to resolve any Person or group Earnout Disputed Item as promptly as practicable and, upon such resolution, any adjustments to the EBITDA Notice shall be made in accordance with the agreement of Persons directly or indirectly acquires a majority Buyer and the Shareholder. If, for any reason, Buyer and the Shareholder are unable to resolve any Earnout Disputed Item within twenty five (25) Business Days of the outstanding voting power Shareholder’s delivery of such Earnout Dispute Notice, such dispute shall be resolved by the Neutral Auditors; provided that if the Neutral Auditors are unable or unwilling to serve in this capacity, then Buyer and the Shareholder shall within fifteen (15) Business Days after the end of such twenty five (25) Business Day period agree on an alternate independent accounting firm, or in default thereof such selection shall be made by the American Arbitration Association, which shall be the “Neutral Auditors” for purposes of this Section 2.13, and such determination shall be final and binding on, and shall not be subject to appeal by, Buyer or the Shareholder, and may be entered and enforced as provided in a court of competent jurisdiction. If there is a referral to the Neutral Auditors, each of Buyer and the Shareholder agree, if requested by the Neutral Auditors, to execute a reasonable engagement letter and submit to the Neutral Auditors not later than ten (10) Business Days after its appointment, a written statement summarizing such party’s position on the Earnout Disputed Items, together with such supporting documentation as such party deems necessary. The Neutral Auditors shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Buyer and the Shareholder, and not by independent review, only the Earnout Disputed Items that have not been settled by negotiation, and its determination with respect to each Earnout Disputed Item shall be an amount within the range established with respect to such Earnout Disputed Item by Buyer’s calculation delivered pursuant to Section 2.13(a), on the one hand, and the Shareholder’s calculation delivered pursuant to Section 2.13(b), on the other hand. The Neutral Auditors shall be instructed to use reasonable best efforts to deliver to Buyer and the Shareholder a written report setting forth the resolution of each Disputed Item within thirty (30) days of submission of the Surviving Corporation’s capital stock at materials submitted by Buyer and the Shareholder to it and, in any timecase, or a majority as promptly as practicable after such submission. Shareholder shall be responsible for that fraction of the assets fees and expenses of the Surviving Corporation and its Subsidiaries is acquired Neutral Auditor, if any, equal to (by merger, consolidation, acquisition of stock or assets or otherwise), prior to x) the final determination of whether any payment aggregate difference between the Shareholder’s calculation of the Earnout Payment Disputed Items and the Neutral Auditor’s determination of the Earnout Disputed Items (as finally determined after applications of the limitations above) over (y) the difference between the Shareholder’s calculation of the Earnout Disputed Items and Buyer’s calculation of the Earnout Disputed Items. Buyer shall be responsible for the remainder of the fees and expenses of the Neutral Auditors. For purposes of clarity, if there is required pursuant to this Section 5.3one Earnout Disputed Item and Buyer’s calculation reflects such item as $100, Shareholder’s calculation reflects such item as $200, the Surviving Corporation Neutral Auditor determines such item to be $140, and such Person the Neutral Auditor’s fees and expenses were $2,000, Shareholder and Buyer would be responsible for $1,200 and $800, respectively. A “Final EBITDA Notice” shall be (a) if no Earnout Dispute Notice has been timely delivered by the Shareholder, the EBITDA Notice, as originally submitted by Buyer, or group of Persons shall reasonably agree in writing (b) if an Earnout Dispute Notice has been timely delivered by the Shareholder, the EBITDA Notice, as adjusted to IP that through the end of the Measurement Period take into account (i) the collective business activities of items and amounts accepted or deemed to have been accepted by the Surviving Corporation as of immediately prior to such acquisition shall thereafter continue to be operated and accounted for separately from any other business activities and operationsShareholder, (ii) complete and accurate books of account and records covering all transactions relating to the computation of the Earnout Payment will be maintained Disputed Items settled by negotiation and (iii) the Surviving Corporation shall (x) remain an SEC registrant or (y) if the Surviving Corporation will not be an SEC registrant, provide IP with unaudited quarterly and audited annual financial statements and financial data of the type and on the timetable as required to be filed Earnout Disputed Items determined by the SEC pursuant to Regulation S-X and Regulation S-K under the Securities Act. If the Surviving Corporation and the acquirer do not provide IP with such reasonable written agreement prior to the closing of such acquisition, and such acquisition occurs prior to the end of the Measurement Period, then the Earnout Payment shall be deemed to have been earned in an amount equal to $100,000,000 (subject to Section 5.3(h) below) and shall be due and payable to IP at or prior to the closing of such acquisitionNeutral Auditors. (d) Within 30 days Subject to Section 2.13(h), if Actual EBITDA as calculated based on a Final EBITDA Notice for the EBITDA Period exceeds the amount set forth below, Buyer shall pay the Shareholder a corresponding amount as set forth below, up to the Earnout Payment (each an “EBITDA Payment”), by wire transfer of immediately available funds, within five (5) Business Days after the occurrence of any Applicable Closing Date, the Surviving Corporation shall prepare and deliver to IP a certificate endorsed by an executive officer determination of the Surviving Corporation certifying a statement Final EBITDA Notice, to the account or accounts designated by the Shareholder in writing no later than three (with respect to any Acquisition or Divestiture, an “Acquired/Divested EBITDA Statement”3) setting forth Business Days after the Surviving Corporation’s good faith calculation determination of the Monthly LTM Final EBITDA with respect Notice: Actual EBITDA Potential Earnout Payment $3,000,000 and higher $6,600,000 $2,083,333 up to the applicable Acquired Business or Divested Business and each of the components thereof. (e) From and after January 1, 2017 (or, if earlier, the date on which an Acquired/Divested EBITDA Statement is required to be delivered), in the case of clause (i) of this Section 5.3(e), and after March 31, 2020, in the case of clause (ii) of this Section 5.3(e), the Surviving Corporation shall (i) cooperate and provide such information as reasonably requested by IP and its Representatives and provide such back-up supporting information therefor as reasonably requested by IP to the extent reasonably required to permit IP to review the Yearly Earnout Statements and any Acquired/Divested EBITDA Statements and to verify computations of the Earnout Payment, $2,999,999 7.2 x Actual EBITDA, Target EBITDA, any Monthly LTM EBITDA and each of the components thereof, and (ii) in connection with the foregoing, give IP and its Representatives access at all reasonable times and on reasonable advance notice to the books, records, properties, working papers and personnel of the Surviving Corporation and its Subsidiaries (including its senior finance and accounting personnel and accountants). (f) Notwithstanding anything in this Agreement to the contrary, and for purposes of clarification, from and after the date hereof and until the payment of all amounts owed pursuant to Section 5.2 and this Section 5.3, the Parties agree that none of the Parties shall take any action or omit to take any action with the specific intent or purpose of (and not merely the effect of) increasing or decreasing any amounts payable under Section 5.2 or this Section 5.3. (g) Subject to Section 5.3(h), prior to the second anniversary of the Closing Date, the Surviving Corporation shall not declare or pay any dividend on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any of its capital stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Surviving Corporation or any of its Subsidiaries, except, in the case of dividends, for regular quarterly cash dividends out of consolidated net income for the applicable quarter. (h) Notwithstanding anything in this Section 5.3 to the contrary, at any time prior to the date on which the Earnout Payment is paid in accordance with Section 5.3(a) and Section 5.3 of the Disclosure Letter, or on which the Earnout Payment is paid in full pursuant to Section 5.3(c), the Surviving Corporation, in its sole discretion, may elect to make a payment to IP in full satisfaction of the Surviving Corporation’s obligations under this Section 5.3 (other than Section 5.3(g), subject to the last sentence of this paragraph) in an amount equal to the present value of less $100,000,000 on the date of payment assuming a discount rate of 6%, which amount would be calculated by dividing (i) $100,000,000 by (ii) 1.06 to the power of ((x) the number of days between and including the date of payment to IP by the Surviving Corporation under this Section 5.3(h) and June 15, 2020, divided by (y) 365). For illustrative purposes, if the Surviving Corporation were to elect to make a payment to IP pursuant to this Section 5.3(h) on July 1, 2016, the amount of such payment would be equal to ($100,000,000/(1.06^(1,445/365))), which equals $79,399,269.36. For the avoidance of doubt, any payment elected to be made by the Surviving Corporation to IP pursuant to and in accordance with this Section 5.3(h) shall be deemed to be a payment in full of the Earnout Payment and upon the payment of such amount to IP, IP shall have no further rights, and the Surviving Corporation shall have no further obligations, with respect to this Section 5.3, other than Section 5.3(g), which, with respect to dividends, shall continue in full force and effect until January 1, 2016, and, with respect to all other restrictions, shall continue in full force and effect until the second anniversary of the Closing Date. (i) Notwithstanding anything herein to the contrary, (i) the right of IP to receive any amounts pursuant to Section 5.3 is solely a contractual right and is not a security for purposes of any federal or state securities Laws (and shall confer upon IP only the rights of a general unsecured creditor under applicable Law), (ii) will not be represented by any form of certificate or instrument, (iii) does not give IP any voting rights, liquidation rights, preemptive rights or other rights common to holders of the Surviving Corporation’s equity securities, (iv) is not redeemable, (v) shall not earn interest, and (vi) may not be sold, assigned, pledged, gifted, conveyed, transferred or otherwise disposed of (a “Transfer”) (and any purported Transfer in violation of this Section 5.3(i) shall be null and void). (j) The Surviving Corporation shall be entitled to deduct and withhold from the Earnout Payment payable pursuant to this Agreement such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax Law. To the extent that amounts are so withheld and deducted pursuant to this Section 5.3(j), such withheld amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding was made.15,000,000

Earnout Payment. UWWH and the Surviving Corporation acknowledge that the obligations of the Surviving Corporation set forth in this Section 5.3 are an integral part of the consideration to be received by IP in connection with the Transactions. Subject to Section 5.3(a(a) and Section 5.3(h), following After the Closing, PubCo shall issue and each Pre-Closing Company Stockholder shall have the Surviving Corporation shall make a paymentright to receive its pro rata portion of up to 2,500,000 additional Purchaser Ordinary Shares (collectively, if any, to IP to be calculated and distributed in accordance with this Section 5.3 and Section 5.3 of the Disclosure Letter (the “Earnout Payment”). (a) Within 30 days after the completion of the Surviving Corporation’s audited financial statements for each of its 2017, 2018 and 2019 fiscal years, the Surviving Corporation shall prepare and deliver a certificate endorsed by an executive officer of the Surviving Corporation certifying a statement (with respect to each such fiscal year, such year’s “Yearly Earnout StatementShares”) setting forth the Surviving Corporation’s good faith calculation of the Actual EBITDA and Target EBITDA (including any Monthly LTM EBITDA) for such fiscal year and each of the components thereof and attaching reasonable supporting documentation; provided that the Yearly Earnout Statement with respect to the Surviving Corporation’s 2019 fiscal year shall also include the Surviving Corporation’s good faith calculation (the “Preliminary Earnout Payment Calculation”) of the amount of the Earnout Payment, if any, owed to IP. IP shall, no more than 90 days after its receipt of the Yearly Earnout Statement for the Surviving Corporation’s 2019 fiscal year, notify the Surviving Corporation of IP’s good faith calculation of the amount of the Earnout Payment, if any, owed to IP, if different from the Preliminary Earnout Payment Calculation, or that IP agrees with Preliminary Earnout Payment Calculation. If such notice states that IP agrees with the Preliminary Earnout Payment Calculation or if IP does not deliver such notice within such 90-day period, then such amount shall be final. If such notice states that IP disagrees with Preliminary Earnout Payment Calculation, a nationally recognized independent public accounting firm shall be jointly selected to arbitrate and resolve such dispute, and shall make a final determination of the Earnout Payment, in accordance with the applicable procedures, principles and provisions set forth in Section 5.2(c). The fees and expenses of such accounting firm shall be paid in accordance with Section 5.2(c). The determination made pursuant to this Section 5.3, whether by agreement of the Surviving Corporation and IP or determination of such accounting firm, shall be final and binding on the Parties. No later than 10 Business Days after the final determination of the Earnout Payment, subject to Section 5.3(j), the Surviving Corporation shall pay to IP the Earnout Payment (if any) due and owing in accordance with this Section 5.3. (b) The Earnout Payment shall be calculated as follows: (i) If the Actual EBITDA applicable pro rata portion of 1,000,000 Earnout Shares (collectively, the “Tranche 1 Earnout Shares”) will be issued and delivered by PubCo to each Pre-Closing Company Stockholder within five (5) Business Days following the date of filing of an annual report on Form 20-F or 10-K whichever is less than applicable by PubCo with the Target EBITDASEC containing an audited report issued by the independent auditor of PubCo for the PubCo’s audited consolidated annual financial statements for the fiscal year ending December 31, then 2024 prepared in accordance with U.S. GAAP (the Earnout Payment shall be equal to $0.“PubCo 2024 Audited Financials”), if and only if, such PubCo 2024 Audited Financial reflects completed sales of at least 30,000 Devices during fiscal year 2024; and (ii) If the Actual EBITDA applicable pro rata portion of 1,500,000 Earnout Shares (collectively, the “Tranche 2 Earnout Shares”) will be issued and delivered by PubCo to each Pre-Closing Company Stockholder within five (5) Business Days following the date of filing of an report on Form 20-F or 10-K whichever is greater than applicable with the Target EBITDASEC containing an audited report issued by the independent auditor of PubCo for the PubCo’s audited consolidated annual financial statements for the fiscal year ending December 31, then 2025 prepared in accordance with U.S. GAAP (the Earnout Payment shall equal the product of (x) the difference of (i) the Actual EBITDA, minus (ii) the Target EBITDA, multiplied by (y) 4/3; provided that, in no event shall the Earnout Payment exceed $100,000,000. For illustrative purposes“PubCo 2025 Audited Financials”), if and only if, such PubCo’s 2025 Audited Financials reflect completed sales of at least 40,000 Devices during fiscal year 2025. (1b) Notwithstanding anything to the Actual EBITDA equals $75 million contrary contained herein, the aggregate number of Earnout Shares shall be subject to equitable adjustment for share subdivision, share dividends, reorganizations, consolidation, recapitalizations and similar transactions affecting the Target EBITDA equals $15 million, then Purchaser Ordinary Shares after the Earnout Payment would equal $80 million (($75 million - $15 million) x 4/3); or (2) the Actual EBITDA equals $105 million and the Target EBITDA equals $15 million, then the Earnout Payment would equal $100 million (($105 million - $15 million) x 4/3 = $120 million, but the Earnout Payment would be capped at $100 million). For the avoidance of doubt, if no Earnout Payment is due and owed under this Section 5.3, then IP shall have no further rights, and the Surviving Corporation shall have no further obligations, with respect to this Section 5.3Closing. (c) If any Person or group Any payment of Persons directly or indirectly acquires Earnout Shares in respect of Company Shares to a majority Pre-Closing Company Stockholder hereunder shall be treated as comprised of two components, respectively, a principal component and an interest component, the outstanding voting power amounts of which shall be determined as provided in Treasury Regulation Section 1.483-4(b) example (2) using the Surviving Corporation’s capital stock at any time3-month test rate of interest provided for in Treasury Regulations Section 1.1274-4(a)(1)(ii) employing the semi-annual compounding period. Notwithstanding anything to the contrary in this Agreement, or a majority as to the payment of the assets of the Surviving Corporation and its Subsidiaries is acquired (by merger, consolidation, acquisition of stock or assets or otherwise), Earnout Shares to each Pre-Closing Company Stockholder immediately prior to the final determination of whether any payment of Effective Time, Earnout Shares representing the Earnout Payment is required pursuant to this Section 5.3, the Surviving Corporation and such Person or group of Persons shall reasonably agree in writing to IP that through the end of the Measurement Period (i) the collective business activities of the Surviving Corporation as of immediately prior to such acquisition shall thereafter continue to be operated and accounted for separately from any other business activities and operations, (ii) complete and accurate books of account and records covering all transactions relating to the computation of the Earnout Payment will be maintained and (iii) the Surviving Corporation shall (x) remain an SEC registrant or (y) if the Surviving Corporation will not be an SEC registrant, provide IP with unaudited quarterly and audited annual financial statements and financial data of the type and on the timetable as required to be filed by the SEC pursuant to Regulation S-X and Regulation S-K under the Securities Act. If the Surviving Corporation and the acquirer do not provide IP with such reasonable written agreement prior to the closing of such acquisition, and such acquisition occurs prior to the end of the Measurement Period, then the Earnout Payment shall be deemed to have been earned in an amount equal to $100,000,000 (subject to Section 5.3(h) below) and shall be due and payable to IP at or prior to the closing of such acquisition. (d) Within 30 days after the occurrence of any Applicable Closing Date, the Surviving Corporation shall prepare and deliver to IP a certificate endorsed by an executive officer of the Surviving Corporation certifying a statement principal component (with respect to any Acquisition or Divestiture, an “Acquired/Divested EBITDA Statement”) setting forth the Surviving Corporation’s good faith calculation of the Monthly LTM EBITDA with respect to the applicable Acquired Business or Divested Business and each of the components thereof. (e) From and after January 1, 2017 (or, if earlier, the date on which an Acquired/Divested EBITDA Statement is required to be delivered), in the case of clause (i) of this Section 5.3(e), and after March 31, 2020, in the case of clause (ii) of this Section 5.3(e), the Surviving Corporation shall (i) cooperate and provide such information as reasonably requested by IP and its Representatives and provide such back-up supporting information therefor as reasonably requested by IP to the extent reasonably required to permit IP to review the Yearly Earnout Statements and any Acquired/Divested EBITDA Statements and to verify computations of the Earnout Payment, Actual EBITDA, Target EBITDA, any Monthly LTM EBITDA and each of the components thereof, and (ii) in connection with the foregoing, give IP and its Representatives access at all reasonable times and on reasonable advance notice to the books, records, properties, working papers and personnel of the Surviving Corporation and its Subsidiaries (including its senior finance and accounting personnel and accountants). (f) Notwithstanding anything in this Agreement to the contrary, and for purposes of clarification, from and after the date hereof and until the payment of all amounts owed pursuant to Section 5.2 and this Section 5.3, the Parties agree that none of the Parties shall take any action or omit to take any action with the specific intent or purpose of (and not merely the effect of) increasing or decreasing any amounts payable under Section 5.2 or this Section 5.3. (g) Subject to Section 5.3(h), prior to the second anniversary of the Closing Date, the Surviving Corporation shall not declare or pay any dividend on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any of its capital stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Surviving Corporation or any of its Subsidiaries, except, in the case of dividends, for regular quarterly cash dividends out of consolidated net income for the applicable quarter. (h) Notwithstanding anything in this Section 5.3 to the contrary, at any time prior to the date on which the Earnout Payment is paid in accordance with Section 5.3(a) and Section 5.3 of the Disclosure Letter, or on which the Earnout Payment is paid in full pursuant to Section 5.3(c), the Surviving Corporation, in its sole discretion, may elect to make a payment to IP in full satisfaction of the Surviving Corporation’s obligations under this Section 5.3 (other than Section 5.3(g), subject to the last sentence of this paragraph) in an amount value equal to the present principal component) and Earnout Shares representing the interest component (with a value of $100,000,000 on the date of payment assuming a discount rate of 6%, which amount would be calculated by dividing (i) $100,000,000 by (ii) 1.06 equal to the power of ((x) the number of days between and including the date of payment to IP by the Surviving Corporation under this Section 5.3(h) and June 15, 2020, divided by (y) 365). For illustrative purposes, if the Surviving Corporation were to elect to make a payment to IP pursuant to this Section 5.3(h) on July 1, 2016, the amount of such payment would be equal to ($100,000,000/(1.06^(1,445/365))), which equals $79,399,269.36. For the avoidance of doubt, any payment elected to be made by the Surviving Corporation to IP pursuant to and in accordance with this Section 5.3(hinterest component) shall be deemed to be a payment in full of the Earnout Payment and upon the payment of such amount to IP, IP shall have no further rights, and the Surviving Corporation shall have no further obligations, with respect to this Section 5.3, other than Section 5.3(g), which, with respect to dividends, shall continue in full force and effect until January 1, 2016, and, with respect to all other restrictions, shall continue in full force and effect until the second anniversary of the Closing Date. (i) Notwithstanding anything herein to the contrary, (i) the right of IP to receive any amounts pursuant to Section 5.3 is solely a contractual right and is not a security for purposes of any federal or state securities Laws (and shall confer upon IP only the rights of a general unsecured creditor under applicable Law), (ii) will not be represented by any form of certificate or instrument, (iii) does not give IP any voting rights, liquidation rights, preemptive rights or other rights common to holders of the Surviving Corporation’s equity securities, (iv) is not redeemable, (v) shall not earn interest, and (vi) may not be sold, assigned, pledged, gifted, conveyed, transferred or otherwise disposed of (a “Transfer”) (and any purported Transfer in violation of this Section 5.3(i) shall be null and void)separate share certificates. (j) The Surviving Corporation shall be entitled to deduct and withhold from the Earnout Payment payable pursuant to this Agreement such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax Law. To the extent that amounts are so withheld and deducted pursuant to this Section 5.3(j), such withheld amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding was made.

Earnout Payment. UWWH and (i) If the Surviving Corporation acknowledge that cumulative Operating Profit for the obligations of the Surviving Corporation set forth in this Section 5.3 are an integral part of the consideration to be received by IP in connection with the Transactions. Subject to Section 5.3(a) and Section 5.3(h), following the Closing, the Surviving Corporation shall make a payment, if any, to IP to be calculated and distributed in accordance with this Section 5.3 and Section 5.3 of the Disclosure Letter Earnout Measurement Period exceeds $2,400,000 (the “Earnout PaymentTarget”). (a) Within 30 days after , the completion of the Surviving Corporation’s audited financial statements “Earnout Payment” for each of its 2017, 2018 and 2019 fiscal years, the Surviving Corporation Stockholder shall prepare and deliver a certificate endorsed by an executive officer of the Surviving Corporation certifying a statement equal (with respect to each such fiscal year, such year’s “Yearly Earnout Statement”x) setting forth the Surviving Corporation’s good faith calculation of the Actual EBITDA and Target EBITDA 50% (including any Monthly LTM EBITDA) for such fiscal year and each of the components thereof and attaching reasonable supporting documentation; provided that the Yearly Earnout Statement with respect to the Surviving Corporation’s 2019 fiscal year shall also include the Surviving Corporation’s good faith calculation (the “Preliminary Earnout Payment Calculation”fifty percent) of the amount by which the Operating Profit exceeds the Earnout Target (the “Earnout Base”), multiplied by (y) the Stockholder’s Pro Rata Share; provided, however, that the aggregate Earnout Payment paid to the Stockholders shall not exceed a maximum of $4,000,000. (ii) If, after payment to the Stockholders of the total Earnout Payment, if any, owed to IP. IP shallby wire transfer of immediately available funds, no more than 90 days after its receipt the percentage of the Yearly Earnout Statement for overall consideration paid to the Surviving Corporation’s 2019 fiscal year, notify the Surviving Corporation of IP’s good faith calculation of the amount of the Earnout Payment, if any, owed to IP, if different from the Preliminary Earnout Payment Calculation, or that IP agrees with Preliminary Earnout Payment Calculation. If such notice states that IP agrees with the Preliminary Earnout Payment Calculation or if IP does not deliver such notice within such 90-day period, then such amount shall be final. If such notice states that IP disagrees with Preliminary Earnout Payment Calculation, a nationally recognized independent public accounting firm shall be jointly selected to arbitrate and resolve such dispute, and shall make a final determination of the Earnout Payment, in accordance with the applicable procedures, principles and provisions set forth in Section 5.2(c). The fees and expenses of such accounting firm shall be paid in accordance with Section 5.2(c). The determination made Stockholders pursuant to this Section 5.3, Agreement for U.S. federal income tax purposes (taking into account any amounts treated as an adjustment to such consideration for U.S. federal income tax purposes and whether by agreement such adjustments are paid in Surviving Entity Common Stock) that is paid in Surviving Entity Common Stock (treating the value of any share of Surviving Entity Common Stock for these purposes as being equal to the Average Price of such share calculated as of the applicable date of payment by the Surviving Corporation and IP or determination Entity of such accounting firm, shall share of Surviving Entity Common Stock) would be final and binding on the Parties. No later than 10 Business Days after the final determination of the Earnout Payment, subject to Section 5.3(j), the Surviving Corporation shall pay to IP the Earnout Payment (if any) due and owing in accordance with this Section 5.3. (b) The Earnout Payment shall be calculated as follows: (i) If the Actual EBITDA is less than the Target EBITDA40%, then the Parties agree that the Earnout Payment shall be paid as a combination of cash and Surviving Entity Common Stock such that the percentage of the overall consideration paid to the Stockholders pursuant to this Agreement for U.S. federal income tax purposes (taking into account any amounts treated as an adjustment to such consideration for U.S. federal income tax purposes and whether such adjustments are paid in Surviving Entity Common Stock) that is paid in Surviving Entity Common Stock (treating the value of any share of Surviving Entity Common Stock for these purposes as being equal to $0. (ii) If the Actual EBITDA is greater than Average Price of such share of Surviving Entity Common Stock on the Target EBITDA, then the Earnout Payment shall equal the product applicable date of (x) the difference of (i) the Actual EBITDA, minus (ii) the Target EBITDA, multiplied payment by (y) 4/3; provided that, in no event shall the Earnout Payment exceed $100,000,000. For illustrative purposes, if (1) the Actual EBITDA equals $75 million and the Target EBITDA equals $15 million, then the Earnout Payment would equal $80 million (($75 million - $15 million) x 4/3); or (2) the Actual EBITDA equals $105 million and the Target EBITDA equals $15 million, then the Earnout Payment would equal $100 million (($105 million - $15 million) x 4/3 = $120 million, but the Earnout Payment would be capped at $100 million). For the avoidance of doubt, if no Earnout Payment is due and owed under this Section 5.3, then IP shall have no further rights, and the Surviving Corporation shall have no further obligations, with respect to this Section 5.3. (cEntity of such share of Surviving Entity Common Stock) If any Person or group of Persons directly or indirectly acquires a majority of the outstanding voting power of the Surviving Corporation’s capital stock at any time, or a majority of the assets of the Surviving Corporation and its Subsidiaries is acquired (by merger, consolidation, acquisition of stock or assets or otherwise), prior to the final determination of whether any after payment of the Earnout Payment is required pursuant to this Section 5.3, the Surviving Corporation and such Person or group of Persons shall reasonably agree in writing to IP that through the end of the Measurement Period (i) the collective business activities of the Surviving Corporation as of immediately prior to such acquisition shall thereafter continue to be operated and accounted for separately from any other business activities and operations, (ii) complete and accurate books of account and records covering all transactions relating to the computation Stockholders shall be no less than 40%. To the extent that any portion of the Earnout Payment will be maintained and (iii) is characterized as a payment of interest for income Tax purposes under applicable Law, the Surviving Corporation shall (x) remain an SEC registrant or (y) if the Surviving Corporation will not be an SEC registrant, provide IP with unaudited quarterly and audited annual financial statements and financial data of the type and on the timetable as required to be filed by the SEC pursuant to Regulation S-X and Regulation S-K under the Securities Act. If the Surviving Corporation and the acquirer do not provide IP with Parties agree that such reasonable written agreement prior to the closing of such acquisition, and such acquisition occurs prior to the end of the Measurement Period, then the Earnout Payment imputed interest shall be deemed to have been earned in an amount equal to $100,000,000 paid (subject to Section 5.3(h) below) and shall be due and payable to IP at or prior to the closing of such acquisition. (dmaximum extent possible) Within 30 days after the occurrence of any Applicable Closing Date, the Surviving Corporation shall prepare and deliver to IP a certificate endorsed by an executive officer out of the Surviving Corporation certifying a statement (with respect to any Acquisition or Divestiture, an “Acquired/Divested EBITDA Statement”) setting forth the Surviving Corporation’s good faith calculation of the Monthly LTM EBITDA with respect to the applicable Acquired Business or Divested Business and each of the components thereof. (e) From and after January 1, 2017 (or, if earlier, the date on which an Acquired/Divested EBITDA Statement is required to be delivered), in the case of clause (i) of this Section 5.3(e), and after March 31, 2020, in the case of clause (ii) of this Section 5.3(e), the Surviving Corporation shall (i) cooperate and provide such information as reasonably requested by IP and its Representatives and provide such back-up supporting information therefor as reasonably requested by IP to the extent reasonably required to permit IP to review the Yearly Earnout Statements and any Acquired/Divested EBITDA Statements and to verify computations of the Earnout Payment, Actual EBITDA, Target EBITDA, any Monthly LTM EBITDA and each of the components thereof, and (ii) in connection with the foregoing, give IP and its Representatives access at all reasonable times and on reasonable advance notice to the books, records, properties, working papers and personnel of the Surviving Corporation and its Subsidiaries (including its senior finance and accounting personnel and accountants). (f) Notwithstanding anything in this Agreement to the contrary, and for purposes of clarification, from and after the date hereof and until the payment of all amounts owed pursuant to Section 5.2 and this Section 5.3, the Parties agree that none of the Parties shall take any action or omit to take any action with the specific intent or purpose of (and not merely the effect of) increasing or decreasing any amounts payable under Section 5.2 or this Section 5.3. (g) Subject to Section 5.3(h), prior to the second anniversary of the Closing Date, the Surviving Corporation shall not declare or pay any dividend on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any of its capital stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Surviving Corporation or any of its Subsidiaries, except, in the case of dividends, for regular quarterly cash dividends out of consolidated net income for the applicable quarter. (h) Notwithstanding anything in this Section 5.3 to the contrary, at any time prior to the date on which the Earnout Payment is paid in accordance with Section 5.3(a) and Section 5.3 of the Disclosure Letter, or on which the Earnout Payment is paid in full pursuant to Section 5.3(c), the Surviving Corporation, in its sole discretion, may elect to make a payment to IP in full satisfaction of the Surviving Corporation’s obligations under this Section 5.3 (other than Section 5.3(g), subject to the last sentence of this paragraph) in an amount equal to the present value of $100,000,000 on the date of payment assuming a discount rate of 6%, which amount would be calculated by dividing (i) $100,000,000 by (ii) 1.06 to the power of ((x) the number of days between and including the date of payment to IP by the Surviving Corporation under this Section 5.3(h) and June 15, 2020, divided by (y) 365). For illustrative purposes, if the Surviving Corporation were to elect to make a payment to IP pursuant to this Section 5.3(h) on July 1, 2016, the amount of such payment would be equal to ($100,000,000/(1.06^(1,445/365))), which equals $79,399,269.36. For the avoidance of doubt, any payment elected to be made by the Surviving Corporation to IP pursuant to and in accordance with this Section 5.3(h) shall be deemed to be a payment in full portion of the Earnout Payment and upon the payment of such amount to IP, IP shall have no further rights, and the Surviving Corporation shall have no further obligations, with respect to this Section 5.3, other than Section 5.3(g), which, with respect to dividends, shall continue that is paid in full force and effect until January 1, 2016, and, with respect to all other restrictions, shall continue in full force and effect until the second anniversary of the Closing Datecash. (i) Notwithstanding anything herein to the contrary, (i) the right of IP to receive any amounts pursuant to Section 5.3 is solely a contractual right and is not a security for purposes of any federal or state securities Laws (and shall confer upon IP only the rights of a general unsecured creditor under applicable Law), (ii) will not be represented by any form of certificate or instrument, (iii) does not give IP any voting rights, liquidation rights, preemptive rights or other rights common to holders of the Surviving Corporation’s equity securities, (iv) is not redeemable, (v) shall not earn interest, and (vi) may not be sold, assigned, pledged, gifted, conveyed, transferred or otherwise disposed of (a “Transfer”) (and any purported Transfer in violation of this Section 5.3(i) shall be null and void). (j) The Surviving Corporation shall be entitled to deduct and withhold from the Earnout Payment payable pursuant to this Agreement such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax Law. To the extent that amounts are so withheld and deducted pursuant to this Section 5.3(j), such withheld amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding was made.

Earnout Payment. UWWH and the Surviving Corporation acknowledge that the obligations of the Surviving Corporation set forth in this Section 5.3 are an integral part of the consideration to be received by IP in connection with the Transactions. Subject to Section 5.3(a) and Section 5.3(h), following the Closing, the Surviving Corporation shall make a payment, if any, to IP to be calculated and distributed in accordance with this Section 5.3 and Section 5.3 of the Disclosure Letter (the “Earnout Payment”). (a) Within 30 As soon as practicable, but in no event later than 90 days after following the completion end of the Surviving Corporation’s audited financial statements for each of its 2017Earnout Payment Period, 2018 and 2019 fiscal yearsBuyer shall deliver to Sellers, the Surviving Corporation shall prepare and deliver a certificate endorsed written computation statement prepared by an executive officer of the Surviving Corporation certifying a statement (with respect to each such fiscal year, such year’s “Yearly Earnout Statement”) Buyer setting forth (i) the Surviving Corporation’s good faith calculation of the Actual EBITDA EBIT, and Target EBITDA (including any Monthly LTM EBITDAii) for such fiscal year and each of the components thereof and attaching reasonable supporting documentation; provided that the Yearly Earnout Statement with respect to the Surviving Corporation’s 2019 fiscal year shall also include the Surviving Corporation’s good faith calculation (the “Preliminary Earnout Payment Calculation”) of the amount of the Earnout Payment, if any, owed to IP. IP shall, no more than 90 days after its for such Earnout Payment Period (the "Earnout Payment Statement"). (b) After receipt of the Yearly Earnout Statement for Payment Statement, Sellers shall have 30 days to review it. Unless Sellers deliver written notice to Buyer on or prior to the Surviving Corporation’s 2019 fiscal year, notify the Surviving Corporation of IP’s good faith calculation of the amount 30th day after receipt of the Earnout Payment, if any, owed Payment Statement of its disagreement as to IP, if different any amount included in or omitted from the Preliminary Earnout Payment CalculationStatement specifying in reasonable detail the basis for its disagreement, or that IP agrees with Preliminary Sellers shall be deemed to have accepted and agreed to the Earnout Payment CalculationStatement. If Sellers so notify Buyer of such an objection to an Earnout Payment Statement, Sellers and Buyer shall, within 30 days following the date of such notice states that IP agrees with (the Preliminary "Earnout Payment Calculation or if IP does not deliver such notice within such 90-day periodResolution Period"), then such attempt to resolve their differences. Any resolution by them as to any disputed amount shall be final, binding, conclusive and nonappealable. If such notice states that IP disagrees with Preliminary Any amounts set forth in the Earnout Payment CalculationStatement which are not in dispute ("Undisputed Amounts") shall be paid in immediately available funds by wire transfer to the account(s)designated by Sellers within five business days after the date on which Sellers notify Buyer that such amounts are not in dispute. (c) If at the conclusion of an Earnout Resolution Period there are amounts still remaining in dispute, then all amounts remaining in dispute shall be submitted to a firm of nationally recognized independent public accountants reasonably acceptable to Buyer and Seller (the "Neutral Auditor"). If the Buyer and the Sellers are unable to agree on the choice of an accounting firm, they shall select a nationally recognized accounting firm by lot (after excluding their respective regular outside accounting firms). Buyer and Sellers agree to execute, if requested by the Neutral Auditor, a reasonable engagement letter. The Neutral Auditor shall act as an arbitrator to determine, based solely on presentations by Buyer and Sellers, and not by independent review, only those amounts still in dispute. The Neutral Auditor's determination shall be jointly selected to arbitrate and resolve such disputemade within 30 days of its engagement, and shall make a final determination of the Earnout Payment, in accordance with the applicable procedures, principles and provisions be set forth in Section 5.2(c)a written statement delivered to Buyer and Sellers and shall be final, binding and conclusive. The fees and expenses of such accounting firm the Neutral Auditor shall be paid allocated between Buyer and Sellers so that Sellers' share of such fees and expenses shall be equal to the product of (i) and (ii), where (i) is the aggregate amount of such fees and expenses, and where (ii) is a fraction, the numerator of which is the amount in dispute that is ultimately unsuccessfully disputed by Sellers (as determined by the Neutral Auditor) and the denominator of which is the total amount in dispute submitted to arbitration. The term "Final Earnout Payment Statement," means a definitive Earnout Payment Statement accepted by Sellers or agreed to by Buyer and Sellers in accordance with Section 5.2(c). The determination made pursuant to this Section 5.3, whether by agreement of the Surviving Corporation and IP 1.8(b) or determination of such accounting firm, shall be final and binding on the Parties. No later than 10 Business Days after the final determination of the Earnout Payment, subject to Section 5.3(j), the Surviving Corporation shall pay to IP the a definitive Earnout Payment (if any) due and owing Statement resulting from the determinations made by the Neutral Auditor in accordance with this Section 5.3. 1.8(c) (b) The Earnout Payment shall be calculated as follows: (i) If the Actual EBITDA is less than the Target EBITDA, then the Earnout Payment shall be equal in addition to $0. (ii) If the Actual EBITDA is greater than the Target EBITDA, then the Earnout Payment shall equal the product of (x) the difference of (i) the Actual EBITDA, minus (ii) the Target EBITDA, multiplied those items theretofore accepted by (y) 4/3; provided that, in no event shall the Earnout Payment exceed $100,000,000. For illustrative purposes, if (1) the Actual EBITDA equals $75 million Sellers or agreed to by Buyer and the Target EBITDA equals $15 million, then the Earnout Payment would equal $80 million (($75 million - $15 million) x 4/3); or (2) the Actual EBITDA equals $105 million and the Target EBITDA equals $15 million, then the Earnout Payment would equal $100 million (($105 million - $15 million) x 4/3 = $120 million, but the Earnout Payment would be capped at $100 million). For the avoidance of doubt, if no Earnout Payment is due and owed under this Section 5.3, then IP shall have no further rights, and the Surviving Corporation shall have no further obligations, with respect to this Section 5.3. (c) If any Person or group of Persons directly or indirectly acquires a majority of the outstanding voting power of the Surviving Corporation’s capital stock at any time, or a majority of the assets of the Surviving Corporation and its Subsidiaries is acquired (by merger, consolidation, acquisition of stock or assets or otherwise), prior to the final determination of whether any payment of the Earnout Payment is required pursuant to this Section 5.3, the Surviving Corporation and such Person or group of Persons shall reasonably agree in writing to IP that through the end of the Measurement Period (i) the collective business activities of the Surviving Corporation as of immediately prior to such acquisition shall thereafter continue to be operated and accounted for separately from any other business activities and operations, (ii) complete and accurate books of account and records covering all transactions relating to the computation of the Earnout Payment will be maintained and (iii) the Surviving Corporation shall (x) remain an SEC registrant or (y) if the Surviving Corporation will not be an SEC registrant, provide IP with unaudited quarterly and audited annual financial statements and financial data of the type and on the timetable as required to be filed by the SEC pursuant to Regulation S-X and Regulation S-K under the Securities Act. If the Surviving Corporation and the acquirer do not provide IP with such reasonable written agreement prior to the closing of such acquisition, and such acquisition occurs prior to the end of the Measurement Period, then the Earnout Payment shall be deemed to have been earned in an amount equal to $100,000,000 (subject to Section 5.3(h) below) and shall be due and payable to IP at or prior to the closing of such acquisition. (d) Within 30 days after the occurrence of any Applicable Closing Date, the Surviving Corporation shall prepare and deliver to IP a certificate endorsed by an executive officer of the Surviving Corporation certifying a statement (with respect to any Acquisition or Divestiture, an “Acquired/Divested EBITDA Statement”) setting forth the Surviving Corporation’s good faith calculation of the Monthly LTM EBITDA with respect to the applicable Acquired Business or Divested Business and each of the components thereof. (e) From and after January 1, 2017 (or, if earlier, the date on which an Acquired/Divested EBITDA Statement is required to be delivered), in the case of clause (i) of this Section 5.3(e), and after March 31, 2020, in the case of clause (ii) of this Section 5.3(e), the Surviving Corporation shall (i) cooperate and provide such information as reasonably requested by IP and its Representatives and provide such back-up supporting information therefor as reasonably requested by IP to the extent reasonably required to permit IP to review the Yearly Earnout Statements and any Acquired/Divested EBITDA Statements and to verify computations of the Earnout Payment, Actual EBITDA, Target EBITDA, any Monthly LTM EBITDA and each of the components thereof, and (ii) in connection with the foregoing, give IP and its Representatives access at all reasonable times and on reasonable advance notice to the books, records, properties, working papers and personnel of the Surviving Corporation and its Subsidiaries (including its senior finance and accounting personnel and accountantsSellers). (f) Notwithstanding anything in this Agreement to the contrary, and for purposes of clarification, from and after the date hereof and until the payment of all amounts owed pursuant to Section 5.2 and this Section 5.3, the Parties agree that none of the Parties shall take any action or omit to take any action with the specific intent or purpose of (and not merely the effect of) increasing or decreasing any amounts payable under Section 5.2 or this Section 5.3. (g) Subject to Section 5.3(h), prior to the second anniversary of the Closing Date, the Surviving Corporation shall not declare or pay any dividend on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any of its capital stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Surviving Corporation or any of its Subsidiaries, except, in the case of dividends, for regular quarterly cash dividends out of consolidated net income for the applicable quarter. (h) Notwithstanding anything in this Section 5.3 to the contrary, at any time prior to the date on which the Earnout Payment is paid in accordance with Section 5.3(a) and Section 5.3 of the Disclosure Letter, or on which the Earnout Payment is paid in full pursuant to Section 5.3(c), the Surviving Corporation, in its sole discretion, may elect to make a payment to IP in full satisfaction of the Surviving Corporation’s obligations under this Section 5.3 (other than Section 5.3(g), subject to the last sentence of this paragraph) in an amount equal to the present value of $100,000,000 on the date of payment assuming a discount rate of 6%, which amount would be calculated by dividing (i) $100,000,000 by (ii) 1.06 to the power of ((x) the number of days between and including the date of payment to IP by the Surviving Corporation under this Section 5.3(h) and June 15, 2020, divided by (y) 365). For illustrative purposes, if the Surviving Corporation were to elect to make a payment to IP pursuant to this Section 5.3(h) on July 1, 2016, the amount of such payment would be equal to ($100,000,000/(1.06^(1,445/365))), which equals $79,399,269.36. For the avoidance of doubt, any payment elected to be made by the Surviving Corporation to IP pursuant to and in accordance with this Section 5.3(h) shall be deemed to be a payment in full of the Earnout Payment and upon the payment of such amount to IP, IP shall have no further rights, and the Surviving Corporation shall have no further obligations, with respect to this Section 5.3, other than Section 5.3(g), which, with respect to dividends, shall continue in full force and effect until January 1, 2016, and, with respect to all other restrictions, shall continue in full force and effect until the second anniversary of the Closing Date. (i) Notwithstanding anything herein to the contrary, (i) the right of IP to receive any amounts pursuant to Section 5.3 is solely a contractual right and is not a security for purposes of any federal or state securities Laws (and shall confer upon IP only the rights of a general unsecured creditor under applicable Law), (ii) will not be represented by any form of certificate or instrument, (iii) does not give IP any voting rights, liquidation rights, preemptive rights or other rights common to holders of the Surviving Corporation’s equity securities, (iv) is not redeemable, (v) shall not earn interest, and (vi) may not be sold, assigned, pledged, gifted, conveyed, transferred or otherwise disposed of (a “Transfer”) (and any purported Transfer in violation of this Section 5.3(i) shall be null and void). (j) The Surviving Corporation shall be entitled to deduct and withhold from the Earnout Payment payable pursuant to this Agreement such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax Law. To the extent that amounts are so withheld and deducted pursuant to this Section 5.3(j), such withheld amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding was made.

Earnout Payment. UWWH and the Surviving Corporation acknowledge that the obligations of the Surviving Corporation set forth in this Section 5.3 are an integral part of the consideration to be received by IP in connection with the Transactions. Subject to Section 5.3(a) and Section 5.3(h), following the Closing, the Surviving Corporation shall make a payment, if any, to IP to be calculated and distributed in accordance with this Section 5.3 and Section 5.3 of the Disclosure Letter (the “Earnout Payment”). (a) Earnout Escrow Fund. By virtue of this Agreement, and as ------------------- promptly as practicable after the Effective Time, Parent will deposit with the Escrow Agent the Earnout Escrow Amount (plus any additional shares as may be issued in respect of any stock split, stock dividend or recapitalization effected by Parent after the Effective Time), such deposit of the Earnout Escrow Amount to constitute an escrow fund (the "Earnout Escrow Fund") to be governed by the terms set forth herein. The Shareholder Agent (as defined in Section ------- 7.2(i)) will notify Parent when the Shareholder Agent believes that the Earnout ------- Criterion (as defined in Section 1.10(b) hereof) has been satisfied. Within 30 --------------- sixty (60) days after the completion end of Parent's fiscal quarter in which such notice has been provided, Parent will perform an analysis to determine whether the Surviving Corporation’s audited financial statements for each Earnout Criterion has been satisfied. If Parent agrees that the Earnout Criterion has been satisfied, then within ninety (90) days after the end of its 2017, 2018 and 2019 such fiscal yearsquarter, the Surviving Corporation shall prepare Shareholder Agent and deliver a certificate endorsed by an executive officer of Parent will deliver joint instructions to the Surviving Corporation certifying a statement (with respect Escrow Agent instructing the Escrow Agent to deliver to each such fiscal year, such year’s “Yearly Earnout Statement”) setting forth Shareholder the Surviving Corporation’s good faith calculation of the Actual EBITDA and Target EBITDA (including any Monthly LTM EBITDA) for such fiscal year and each of the components thereof and attaching reasonable supporting documentation; provided that the Yearly Earnout Statement with respect to the Surviving Corporation’s 2019 fiscal year shall also include the Surviving Corporation’s good faith calculation (the “Preliminary Earnout Payment Calculation”) of the amount Pro Rata Portion of the Earnout PaymentEscrow Amount; provided, however, that if any, owed to IP. IP shall, no more than 90 days after its receipt of the Yearly Earnout Statement for the Surviving Corporation’s 2019 fiscal year, notify the Surviving Corporation of IP’s good faith calculation of the amount of the Earnout Payment, if any, owed to IP, if different from the Preliminary Earnout Payment Calculation, or that IP agrees with Preliminary Earnout Payment Calculation. If such notice states that IP agrees with the Preliminary Earnout Payment Calculation or if IP does Criterion has not deliver such notice been met within such 90-day period, then such amount shall be final. If such notice states that IP disagrees with Preliminary Earnout Payment Calculation, a nationally recognized independent public accounting firm shall be jointly selected to arbitrate and resolve such dispute, and shall make a final determination of the Earnout Payment, in accordance with the applicable procedures, principles and provisions set forth in Section 5.2(c). The fees and expenses of such accounting firm shall be paid in accordance with Section 5.2(c). The determination made pursuant to this Section 5.3, whether by agreement of the Surviving Corporation and IP or determination of such accounting firm, shall be final and binding on the Parties. No later than 10 Business Days after the final determination of the Earnout Payment, subject to Section 5.3(j), the Surviving Corporation shall pay to IP the Earnout Payment (if any) due and owing in accordance with this Section 5.3. (b) The Earnout Payment shall be calculated as follows: (i) If the Actual EBITDA is less than the Target EBITDA, then the Earnout Payment shall be equal to $0. (ii) If the Actual EBITDA is greater than the Target EBITDA, then the Earnout Payment shall equal the product of (x) the difference of (i) the Actual EBITDA, minus (ii) the Target EBITDA, multiplied by (y) 4/3; provided that, in no event shall the Earnout Payment exceed $100,000,000. For illustrative purposes, if (1) the Actual EBITDA equals $75 million and the Target EBITDA equals $15 million, then the Earnout Payment would equal $80 million (($75 million - $15 million) x 4/3); or two (2) years of the Actual EBITDA equals $105 million and the Target EBITDA equals $15 milliondate hereof, then the Earnout Payment would equal $100 million (($105 million - $15 million) x 4/3 = $120 million, but the Earnout Payment would be capped at $100 million). For the avoidance of doubt, if no Earnout Payment is due and owed under this Section 5.3, then IP shall have no further rights, and the Surviving Corporation shall have no further obligations, with respect to this Section 5.3. (c) If any Person or group of Persons directly or indirectly acquires a majority of the outstanding voting power of the Surviving Corporation’s capital stock at any time, or a majority of the assets of the Surviving Corporation and its Subsidiaries is acquired (by merger, consolidation, acquisition of stock or assets or otherwise), prior to the final determination of whether any payment of the Earnout Payment is required pursuant to this Section 5.3, the Surviving Corporation and such Person or group of Persons shall reasonably agree in writing to IP that through the end of the Measurement Period (i) the collective business activities of the Surviving Corporation as of immediately prior to such acquisition shall thereafter continue to be operated and accounted for separately from any other business activities and operations, (ii) complete and accurate books of account and records covering all transactions relating to the computation of the Earnout Payment will be maintained and (iii) the Surviving Corporation shall (x) remain an SEC registrant or (y) if the Surviving Corporation will not be an SEC registrant, provide IP with unaudited quarterly and audited annual financial statements and financial data of the type and on the timetable as required to be filed by the SEC pursuant to Regulation S-X and Regulation S-K under the Securities Act. If the Surviving Corporation and the acquirer do not provide IP with such reasonable written agreement prior to the closing of such acquisition, and such acquisition occurs prior to the end of the Measurement Period, then the Earnout Payment Escrow Amount shall be deemed returned to have been earned in an amount equal to $100,000,000 (subject to Section 5.3(h) below) and shall be due and payable to IP at or prior to the closing of such acquisition. (d) Within 30 days after the occurrence of any Applicable Closing Date, the Surviving Corporation shall prepare and deliver to IP a certificate endorsed by an executive officer of the Surviving Corporation certifying a statement (with respect to any Acquisition or Divestiture, an “Acquired/Divested EBITDA Statement”) setting forth the Surviving Corporation’s good faith calculation of the Monthly LTM EBITDA with respect to the applicable Acquired Business or Divested Business and each of the components thereof. (e) From and after January 1, 2017 (or, if earlier, the date on which an Acquired/Divested EBITDA Statement is required to be delivered), in the case of clause (i) of this Section 5.3(e), and after March 31, 2020, in the case of clause (ii) of this Section 5.3(e), the Surviving Corporation shall (i) cooperate and provide such information as reasonably requested by IP and its Representatives and provide such back-up supporting information therefor as reasonably requested by IP to the extent reasonably required to permit IP to review the Yearly Earnout Statements and any Acquired/Divested EBITDA Statements and to verify computations of the Earnout Payment, Actual EBITDA, Target EBITDA, any Monthly LTM EBITDA and each of the components thereof, and (ii) in connection with the foregoing, give IP and its Representatives access at all reasonable times and on reasonable advance notice to the books, records, properties, working papers and personnel of the Surviving Corporation and its Subsidiaries (including its senior finance and accounting personnel and accountants). (f) Notwithstanding anything in Parent for cancellation. The Escrow Agent may execute this Agreement to the contrary, and for purposes of clarification, from and after following the date hereof and until the payment of all amounts owed pursuant to Section 5.2 and this Section 5.3, the Parties agree that none of the Parties shall take any action or omit to take any action with the specific intent or purpose of (and not merely the effect of) increasing or decreasing any amounts payable under Section 5.2 or this Section 5.3. (g) Subject to Section 5.3(h), prior to the second anniversary of Closing, and such later execution, if so executed after the Closing Datedate hereof, the Surviving Corporation shall not declare or pay any dividend on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, affect the purchase, redemption, defeasance, retirement or other acquisition of, any of its capital stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Surviving Corporation or any of its Subsidiaries, except, in the case of dividends, for regular quarterly cash dividends out of consolidated net income for the applicable quarter. (h) Notwithstanding anything in this Section 5.3 to the contrary, at any time prior to the date on which the Earnout Payment is paid in accordance with Section 5.3(a) and Section 5.3 of the Disclosure Letter, or on which the Earnout Payment is paid in full pursuant to Section 5.3(c), the Surviving Corporation, in its sole discretion, may elect to make a payment to IP in full satisfaction of the Surviving Corporation’s obligations under this Section 5.3 (other than Section 5.3(g), subject to the last sentence of this paragraph) in an amount equal to the present value of $100,000,000 on the date of payment assuming a discount rate of 6%, which amount would be calculated by dividing (i) $100,000,000 by (ii) 1.06 to the power of ((x) the number of days between and including the date of payment to IP by the Surviving Corporation under this Section 5.3(h) and June 15, 2020, divided by (y) 365). For illustrative purposes, if the Surviving Corporation were to elect to make a payment to IP pursuant to this Section 5.3(h) on July 1, 2016, the amount of such payment would be equal to ($100,000,000/(1.06^(1,445/365))), which equals $79,399,269.36. For the avoidance of doubt, any payment elected to be made by the Surviving Corporation to IP pursuant to and in accordance with this Section 5.3(h) shall be deemed to be a payment in full of the Earnout Payment and upon the payment of such amount to IP, IP shall have no further rights, and the Surviving Corporation shall have no further obligations, with respect to this Section 5.3, other than Section 5.3(g), which, with respect to dividends, shall continue in full force and effect until January 1, 2016, and, with respect to all other restrictions, shall continue in full force and effect until the second anniversary of the Closing Date. (i) Notwithstanding anything herein to the contrary, (i) the right of IP to receive any amounts pursuant to Section 5.3 is solely a contractual right and is not a security for purposes of any federal or state securities Laws (and shall confer upon IP only the rights of a general unsecured creditor under applicable Law), (ii) will not be represented by any form of certificate or instrument, (iii) does not give IP any voting rights, liquidation rights, preemptive rights or other rights common to holders of the Surviving Corporation’s equity securities, (iv) is not redeemable, (v) shall not earn interest, and (vi) may not be sold, assigned, pledged, gifted, conveyed, transferred or otherwise disposed of (a “Transfer”) (and any purported Transfer in violation of this Section 5.3(i) shall be null and void). (j) The Surviving Corporation shall be entitled to deduct and withhold from the Earnout Payment payable pursuant to this Agreement such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax Law. To the extent that amounts are so withheld and deducted pursuant to this Section 5.3(j), such withheld amounts shall be treated for all purposes binding nature of this Agreement as having been paid to such Person in respect of which such deduction and withholding was madethe date hereof between the other signatories hereto.

Earnout Payment. UWWH and the Surviving Corporation acknowledge that the obligations of the Surviving Corporation set forth in this Section 5.3 are an integral part of the consideration to be received by IP in connection with the Transactions. Subject to Section 5.3(a) and Section 5.3(h), following the Closing, the Surviving Corporation shall make a payment, if any, to IP to be calculated and distributed in accordance with this Section 5.3 and Section 5.3 of the Disclosure Letter (the “Earnout Payment”). (a) Within 30 As soon as practicable, but in no event later than 90 days after following the completion end of the Surviving Corporation’s audited financial statements for each of its 2017, 2018 and 2019 fiscal years, the Surviving Corporation shall prepare and deliver a certificate endorsed by an executive officer of the Surviving Corporation certifying a statement (with respect to each such fiscal year, such year’s “Yearly Earnout Statement”) setting forth the Surviving Corporation’s good faith calculation of the Actual EBITDA and Target EBITDA (including any Monthly LTM EBITDA) for such fiscal year and each of the components thereof and attaching reasonable supporting documentation; provided that the Yearly Earnout Statement with respect to the Surviving Corporation’s 2019 fiscal year shall also include the Surviving Corporation’s good faith calculation (the “Preliminary Earnout Payment Calculation”Period, Buyer shall deliver to Seller, a written computation statement prepared by Buyer setting forth, in reasonable detail, (i) of the amount of EBIT, and (ii) the Earnout Payment, if any, owed for such Earnout Payment Period (the "Earnout Payment Statement"); provided, however, that the Buyer shall deliver the Earnout Payment Statement with respect to IP. IP shall, the Earnout Payment Period referred to in Section 1.10(e)(ii)(C) no more later than 90 days after its receipt of the Yearly November 30, 2009. The Earnout Payment Statement for the Surviving Corporation’s 2019 fiscal year, notify the Surviving Corporation of IP’s shall be prepared in good faith calculation of the amount of the Earnout Payment, if any, owed to IP, if different from the Preliminary Earnout Payment Calculation, or that IP agrees in conformity with Preliminary Earnout Payment Calculation. If such notice states that IP agrees GAAP applied on a basis consistent with the Preliminary Earnout Payment Calculation or if IP does not deliver such notice within such 90-day period, then such amount shall be final. If such notice states that IP disagrees with Preliminary Earnout Payment Calculation, a nationally recognized independent public accounting firm shall be jointly selected to arbitrate and resolve such dispute, and shall make a final determination of the Earnout Payment, in accordance with the applicable procedures, principles and provisions set forth in Section 5.2(c). The fees and expenses of such accounting firm shall be paid in accordance with Section 5.2(c). The determination made pursuant to this Section 5.3, whether by agreement of the Surviving Corporation and IP or determination of such accounting firm, shall be final and binding on the Parties. No later than 10 Business Days after the final determination of the Earnout Payment, subject to Section 5.3(j), the Surviving Corporation shall pay to IP the Earnout Payment (if any) due and owing in accordance with this Section 5.3Financial Statements. (b) The Earnout Payment shall be calculated as follows: (i) If the Actual EBITDA is less than the Target EBITDA, then After receipt of the Earnout Payment Statement, Seller shall be equal have 30 days to $0. (ii) If the Actual EBITDA is greater than the Target EBITDA, then review it. Seller and its representatives shall have full access to all relevant books and records and employees of Buyer in connection with Seller's review of the Earnout Payment shall equal Statement. Unless Seller delivers written notice to Buyer on or prior to the product 30th day after receipt of (x) the difference of (i) the Actual EBITDA, minus (ii) the Target EBITDA, multiplied by (y) 4/3; provided that, in no event shall the Earnout Payment exceed $100,000,000. For illustrative purposes, if (1) the Actual EBITDA equals $75 million and the Target EBITDA equals $15 million, then Statement of its disagreement as to any amount included in or omitted from the Earnout Payment would equal $80 million (($75 million - $15 million) x 4/3); or (2) Statement specifying in reasonable detail the Actual EBITDA equals $105 million basis for its disagreement, Seller shall be deemed to have accepted and the Target EBITDA equals $15 million, then agreed to the Earnout Payment would equal $100 million (($105 million - $15 million) x 4/3 = $120 million, but the Statement. If Seller so notifies Buyer of such an objection to an Earnout Payment would Statement, Seller and Buyer shall, within 30 days following the date of such notice (the "Earnout Resolution Period"), attempt to resolve their differences. Any resolution by them as to any disputed amount shall be capped at $100 million). For the avoidance of doubtfinal, if no Earnout Payment is due binding, conclusive and owed under this Section 5.3, then IP shall have no further rights, and the Surviving Corporation shall have no further obligations, with respect to this Section 5.3nonappealable. (c) If any Person or group at the conclusion of Persons directly or indirectly acquires a majority of the outstanding voting power of the Surviving Corporation’s capital stock at any timean Earnout Resolution Period there are amounts still remaining in dispute, or a majority of the assets of the Surviving Corporation and its Subsidiaries is acquired (by merger, consolidation, acquisition of stock or assets or otherwise), prior then all amounts remaining in dispute shall be submitted to the final determination of whether any payment of the Earnout Payment is required pursuant Neutral Auditor. Buyer and Seller agree to this Section 5.3execute, the Surviving Corporation and such Person or group of Persons shall reasonably agree in writing to IP that through the end of the Measurement Period (i) the collective business activities of the Surviving Corporation as of immediately prior to such acquisition shall thereafter continue to be operated and accounted for separately from any other business activities and operations, (ii) complete and accurate books of account and records covering all transactions relating to the computation of the Earnout Payment will be maintained and (iii) the Surviving Corporation shall (x) remain an SEC registrant or (y) if the Surviving Corporation will not be an SEC registrant, provide IP with unaudited quarterly and audited annual financial statements and financial data of the type and on the timetable as required to be filed requested by the SEC pursuant Neutral Auditor, reasonable engagement letters. The Neutral Auditor shall act as an arbitrator to Regulation S-X determine, based solely on presentations by Buyer and Regulation S-K under the Securities Act. If the Surviving Corporation and the acquirer do not provide IP with such reasonable written agreement prior to the closing of such acquisitionSeller, and such acquisition occurs prior to the end of the Measurement Periodnot by independent review, then the Earnout Payment only those amounts still in dispute. The Neutral Auditor's determination shall be deemed made within 30 days of its engagement, shall be set forth in a written statement delivered to have been earned in an amount equal to $100,000,000 (subject to Section 5.3(h) below) Buyer and Seller and shall be due final, binding and payable conclusive. With respect to IP at or prior to the closing of such acquisition. (d) Within 30 days after the occurrence of any Applicable Closing Date, the Surviving Corporation shall prepare and deliver to IP a certificate endorsed by an executive officer each engagement of the Surviving Corporation certifying a statement (with respect to any Acquisition or Divestiture, an “Acquired/Divested EBITDA Statement”) setting forth the Surviving Corporation’s good faith calculation of the Monthly LTM EBITDA with respect to the applicable Acquired Business or Divested Business and each of the components thereof. (e) From and after January 1, 2017 (or, if earlier, the date on which an Acquired/Divested EBITDA Statement is required to be delivered), in the case of clause (i) of this Section 5.3(e), and after March 31, 2020, in the case of clause (ii) of this Section 5.3(e), the Surviving Corporation shall (i) cooperate and provide such information as reasonably requested by IP and its Representatives and provide such back-up supporting information therefor as reasonably requested by IP to the extent reasonably required to permit IP to review the Yearly Earnout Statements and any Acquired/Divested EBITDA Statements and to verify computations of the Earnout Payment, Actual EBITDA, Target EBITDA, any Monthly LTM EBITDA and each of the components thereof, and (ii) in connection with the foregoing, give IP and its Representatives access at all reasonable times and on reasonable advance notice to the books, records, properties, working papers and personnel of the Surviving Corporation and its Subsidiaries (including its senior finance and accounting personnel and accountants). (f) Notwithstanding anything in this Agreement to the contrary, and for purposes of clarification, from and after the date hereof and until the payment of all amounts owed pursuant to Section 5.2 and this Section 5.3, the Parties agree that none of the Parties shall take any action or omit to take any action with the specific intent or purpose of (and not merely the effect of) increasing or decreasing any amounts payable under Section 5.2 or this Section 5.3. (g) Subject to Section 5.3(h), prior to the second anniversary of the Closing Date, the Surviving Corporation shall not declare or pay any dividend on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any of its capital stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Surviving Corporation or any of its Subsidiaries, except, in the case of dividends, for regular quarterly cash dividends out of consolidated net income for the applicable quarter. (h) Notwithstanding anything in this Section 5.3 to the contrary, at any time prior to the date on which the Earnout Payment is paid in accordance with Section 5.3(a) and Section 5.3 of the Disclosure Letter, or on which the Earnout Payment is paid in full pursuant to Section 5.3(c), the Surviving Corporation, in its sole discretion, may elect to make a payment to IP in full satisfaction of the Surviving Corporation’s obligations under this Section 5.3 (other than Section 5.3(g), subject to the last sentence of this paragraph) in an amount equal to the present value of $100,000,000 on the date of payment assuming a discount rate of 6%, which amount would be calculated by dividing (i) $100,000,000 by (ii) 1.06 to the power of ((x) the number of days between and including the date of payment to IP by the Surviving Corporation under this Section 5.3(h) and June 15, 2020, divided by (y) 365). For illustrative purposes, if the Surviving Corporation were to elect to make a payment to IP pursuant to this Section 5.3(h) on July 1, 2016, the amount of such payment would be equal to ($100,000,000/(1.06^(1,445/365))), which equals $79,399,269.36. For the avoidance of doubt, any payment elected to be made by the Surviving Corporation to IP pursuant to and Neutral Auditor in accordance with this Section 5.3(h) 1.10, the fees and expenses of the Neutral Auditor shall be deemed to be a payment in full of the Earnout Payment allocated between Buyer and upon the payment Seller so that Seller's share of such amount fees and expenses shall be equal to IP, IP shall have no further rights, and the Surviving Corporation shall have no further obligations, with respect to this Section 5.3, other than Section 5.3(g), which, with respect to dividends, shall continue in full force and effect until January 1, 2016, and, with respect to all other restrictions, shall continue in full force and effect until the second anniversary product of the Closing Date. (i) Notwithstanding anything herein to the contraryand (ii), where (i) is the right aggregate amount of IP to receive any amounts pursuant to Section 5.3 is solely a contractual right such fees and is not a security for purposes of any federal or state securities Laws (expenses, and shall confer upon IP only the rights of a general unsecured creditor under applicable Law), where (ii) will not is a fraction, the numerator of which is the amount in dispute that is ultimately unsuccessfully disputed by Seller (as determined by the Neutral Auditor) and the denominator of which is the total amount in dispute submitted to arbitration. The balance of any such fees and expenses shall be represented paid by any form of certificate Buyer. The term "Final Earnout Payment Statement," means a definitive Earnout Payment Statement accepted by Seller or instrument, (iiiagreed to by Buyer and Seller in accordance with Section 1.10(b) does not give IP any voting rights, liquidation rights, preemptive rights or other rights common to holders of a definitive Earnout Payment Statement resulting from the Surviving Corporation’s equity securities, (iv) is not redeemable, (v) shall not earn interest, and (vi) may not be sold, assigned, pledged, gifted, conveyed, transferred or otherwise disposed of (a “Transfer”determinations made by the Neutral Auditor in accordance with this Section 1.10(c) (in addition to those items theretofore accepted by Seller or agreed to by Buyer and any purported Transfer in violation of this Section 5.3(i) shall be null and voidSeller). (j) The Surviving Corporation shall be entitled to deduct and withhold from the Earnout Payment payable pursuant to this Agreement such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax Law. To the extent that amounts are so withheld and deducted pursuant to this Section 5.3(j), such withheld amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding was made.

Earnout Payment. UWWH (a) As soon as reasonably practicable after the completion of the Calculation Period, but in no event later than 30 days after the Calculation Period End Date, Purchaser shall furnish (or cause to be furnished) to the Seller: (i) an unaudited consolidated balance sheet of the Business, as of the Calculation Period End Date, together with a related unaudited consolidated statement of operations in respect of the financial period from the Closing Date through the Calculation Period End Date, prepared in accordance with U.S. GAAP, subject to the accounting principles, practices, methodologies and policies set forth on Exhibit B (the “Earnout Methodologies”), and (ii) a statement setting forth the Earnout Amount (as finally determined pursuant to this Section 1.05, the “Final Earnout Amount”), together with a calculation showing in reasonable detail how the Earnout Amount was calculated, prepared by Purchaser (the “Earnout Statement”). (b) Seller will provide to Purchaser within 45 days after Purchaser’s delivery of the Earnout Statement a notice to Purchaser disagreeing with any such calculation and setting forth Seller’s calculation of the Earnout Amount (the “Seller’s Earnout Objection”), which shall describe in reasonable detail the specific nature and amount of each disagreement and shall state in reasonable detail all bases upon which Seller believes the Earnout Statement is not in conformity with this Section 1.05. Seller shall be deemed to have agreed with all other items and amounts contained in the Earnout Statement that are not specifically identified as a disagreement in the Seller’s Earnout Objection. If Seller shall fail to deliver a Seller’s Earnout Objection within such 45-day period, Seller shall be deemed to have agreed with Purchaser as to the Earnout Statement. Purchaser and Seller will negotiate in good faith any disagreements contained in the Seller’s Earnout Objection during the 45 day period immediately following the delivery of the Seller’s Earnout Objection. If Purchaser and Seller agree to a Earnout Statement and calculation of the Earnout Amount within such 45-day period, Purchaser will pay the Earnout Amount to Seller in accordance with Section 1.05(c). If Purchaser and Seller, notwithstanding these good faith efforts, fail to agree on the Earnout Statement and calculation of the Earnout Amount, then as promptly as practicable (but in any event within 10 Business Days after expiration of such 45-day period), Purchaser and Seller jointly will engage the Accounting Firm to resolve any dispute. As promptly as practicable thereafter (but in any event within 15 Business Days of engagement of the Accounting Firm), Purchaser and Seller will each prepare and submit a presentation to the Accounting Firm setting forth such party’s proposed version of the Earnout Statement and calculation of the Earnout Amount in each case prepared in accordance with Section 1.05. The scope of the disputes to be resolved by the Accounting Firm will be limited to whether such Earnout Statements and calculations were prepared in accordance with this Section 1.05, and the Surviving Corporation acknowledge that Accounting Firm is not to make any other determination, including any determination as to whether U.S. GAAP was followed (except to the obligations extent required by this Section 1.05). As soon as practicable thereafter (but in any event within 20 Business Days), Purchaser and Seller will instruct the Accounting Firm to render a determination of the Surviving Corporation set forth in this Section 5.3 are an integral part of the consideration Earnout Amount, such determination to be received based solely upon the presentations by IP in connection with the TransactionsPurchaser and Seller. Subject to Section 5.3(a) and Section 5.3(h), following the ClosingIn making such determination, the Surviving Corporation shall make Accounting Firm will act as an expert and not as an arbitrator in conducting its analysis, and may not assign a paymentvalue to the Earnout Amount greater than the greatest value claimed by either party or less than the smallest value for the Earnout Amount claimed by either party. All fees and expenses relating to the work, if any, to IP be performed by the Accounting Firm shall be borne pro rata as between Purchaser, on the one hand, and Seller, on the other hand, in proportion to be calculated and distributed in accordance with this Section 5.3 and Section 5.3 the allocation of the Disclosure Letter (the “Earnout Payment”). (a) Within 30 days after the completion dollar value of the Surviving Corporation’s audited financial statements for each of its 2017, 2018 amounts remaining in dispute between Purchaser and 2019 fiscal years, Seller made by the Surviving Corporation shall prepare and deliver a certificate endorsed by an executive officer Accounting Firm such that the prevailing party pays the lesser proportion of the Surviving Corporation certifying a statement (with respect to each such fiscal year, such year’s “Yearly Earnout Statement”) setting forth fees and expenses. All determinations made by the Surviving Corporation’s good faith calculation of the Actual EBITDA and Target EBITDA (including any Monthly LTM EBITDA) for such fiscal year and each of the components thereof and attaching reasonable supporting documentation; provided that the Yearly Earnout Statement with respect to the Surviving Corporation’s 2019 fiscal year shall also include the Surviving Corporation’s good faith calculation (the “Preliminary Earnout Payment Calculation”) of the amount of the Earnout Payment, if any, owed to IP. IP shall, no more than 90 days after its receipt of the Yearly Earnout Statement for the Surviving Corporation’s 2019 fiscal year, notify the Surviving Corporation of IP’s good faith calculation of the amount of the Earnout Payment, if any, owed to IP, if different from the Preliminary Earnout Payment Calculation, or that IP agrees with Preliminary Earnout Payment Calculation. If such notice states that IP agrees with the Preliminary Earnout Payment Calculation or if IP does not deliver such notice within such 90-day period, then such amount shall Accounting Firm will be final. If such notice states that IP disagrees with Preliminary Earnout Payment Calculation, a nationally recognized independent public accounting firm shall be jointly selected to arbitrate and resolve such dispute, and shall make a final determination of the Earnout Payment, in accordance with the applicable procedures, principles and provisions set forth in Section 5.2(c). The fees and expenses of such accounting firm shall be paid in accordance with Section 5.2(c). The determination made pursuant to this Section 5.3, whether by agreement of the Surviving Corporation and IP or determination of such accounting firm, shall be final conclusive and binding on the Parties. No later than 10 Business Days after the final determination of the Earnout Payment, subject to Section 5.3(j), the Surviving Corporation shall pay to IP the Earnout Payment (if any) due and owing in accordance with this Section 5.3. (b) The Earnout Payment shall be calculated as follows: (i) If the Actual EBITDA is less than the Target EBITDA, then the Earnout Payment shall be equal to $0. (ii) If the Actual EBITDA is greater than the Target EBITDA, then the Earnout Payment shall equal the product of (x) the difference of (i) the Actual EBITDA, minus (ii) the Target EBITDA, multiplied by (y) 4/3; provided that, in no event shall the Earnout Payment exceed $100,000,000. For illustrative purposes, if (1) the Actual EBITDA equals $75 million and the Target EBITDA equals $15 million, then the Earnout Payment would equal $80 million (($75 million - $15 million) x 4/3); or (2) the Actual EBITDA equals $105 million and the Target EBITDA equals $15 million, then the Earnout Payment would equal $100 million (($105 million - $15 million) x 4/3 = $120 million, but the Earnout Payment would be capped at $100 million). For the avoidance of doubt, if no Earnout Payment is due and owed under this Section 5.3, then IP shall have no further rights, and the Surviving Corporation shall have no further obligations, with respect to this Section 5.3parties. (c) If any Person Purchaser shall pay or group cause to be paid the Final Earnout Amount to the Seller by wire transfer of Persons directly or indirectly acquires a majority immediately available funds to an account designated in writing by the Seller. Such payment will be made within five Business Days of the outstanding voting power of date on which Final Earnout Amount is finally determined as provided in this Section 1.05. It is understood that there will be no payment if the Surviving Corporation’s capital stock at any time, Final Earnout Amount is $0 or a majority of the assets of the Surviving Corporation and its Subsidiaries is acquired (by merger, consolidation, acquisition of stock or assets or otherwise), prior to the final determination of whether any payment of the Earnout Payment is required pursuant to this Section 5.3, the Surviving Corporation and such Person or group of Persons shall reasonably agree in writing to IP that through the end of the Measurement Period (i) the collective business activities of the Surviving Corporation as of immediately prior to such acquisition shall thereafter continue to be operated and accounted for separately from any other business activities and operations, (ii) complete and accurate books of account and records covering all transactions relating to the computation of the Earnout Payment will be maintained and (iii) the Surviving Corporation shall (x) remain an SEC registrant or (y) if the Surviving Corporation will not be an SEC registrant, provide IP with unaudited quarterly and audited annual financial statements and financial data of the type and on the timetable as required to be filed by the SEC pursuant to Regulation S-X and Regulation S-K under the Securities Act. If the Surviving Corporation and the acquirer do not provide IP with such reasonable written agreement prior to the closing of such acquisition, and such acquisition occurs prior to the end of the Measurement Period, then the Earnout Payment shall be deemed to have been earned in an amount equal to $100,000,000 (subject to Section 5.3(h) below) and shall be due and payable to IP at or prior to the closing of such acquisitionnegative number. (d) Within 30 days after During the occurrence of Calculation Period the Purchaser shall be free to take, or cause to be taken, any Applicable Closing Date, the Surviving Corporation shall prepare and deliver to IP a certificate endorsed by an executive officer of the Surviving Corporation certifying a statement (with respect to any Acquisition or Divestiture, an “Acquired/Divested EBITDA Statement”) setting forth the Surviving Corporation’s good faith calculation of the Monthly LTM EBITDA actions with respect to the applicable Acquired Business Company or Divested Business and each its Subsidiaries or the Business, including the restructuring of the components thereof. (e) From and after January 1origination platform of the Company or its Subsidiaries or the Business; provided, 2017 (or, if earlier, that the date on which an Acquired/Divested EBITDA Statement is required to be delivered), in the case of clause (i) of this Section 5.3(e)Purchaser shall not, and after March 31, 2020, in shall cause the case of clause (ii) of this Section 5.3(e), the Surviving Corporation shall (i) cooperate and provide such information as reasonably requested by IP and its Representatives and provide such back-up supporting information therefor as reasonably requested by IP to the extent reasonably required to permit IP to review the Yearly Earnout Statements and any Acquired/Divested EBITDA Statements and to verify computations of the Earnout Payment, Actual EBITDA, Target EBITDA, any Monthly LTM EBITDA and each of the components thereof, and (ii) in connection with the foregoing, give IP and its Representatives access at all reasonable times and on reasonable advance notice to the books, records, properties, working papers and personnel of the Surviving Corporation Company and its Subsidiaries (including its senior finance and accounting personnel and accountants). (f) Notwithstanding anything not to, engage in this Agreement to any outsourcing arrangement with an Affiliate of Purchaser other than the contrary, and for purposes of clarification, from and after the date hereof and until the payment of all amounts owed pursuant to Section 5.2 and this Section 5.3, the Parties agree that none of the Parties shall take any action or omit to take any action with the specific intent or purpose of (and not merely the effect of) increasing or decreasing any amounts payable under Section 5.2 or this Section 5.3. (g) Subject to Section 5.3(h), prior to the second anniversary of the Closing Date, the Surviving Corporation shall not declare or pay any dividend on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any of its capital stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Surviving Corporation Company or any of its Subsidiaries, exceptunless the terms of such arrangement are on an arm’s length basis and are no less favorable to the Company than the terms available at such time from third parties that are not Affiliates of Purchaser (it being understood and agreed that this proviso shall not apply to any costs and expenses of any consultants affiliated with Cerberus Capital Management, L.P. or any of its Affiliates). This covenant shall not apply after a Business Combination Closing Date pursuant to which Purchaser has provided a Termination Payout Election Notice. (e) Notwithstanding anything to the contrary in Section 12.05, to the extent there is a Sale Transaction pursuant to which either (i) all or a majority of the origination platform assets of the Company and its Subsidiaries or (ii) all of the outstanding capital stock of the Company and its Subsidiaries are acquired by an Acquiring Party that is not an Affiliate of Purchaser, Purchaser shall have the right either to (x) assign all of its obligations under this Section 1.05 to the Acquiring Party effective as of the applicable Business Combination Closing Date or (y) pay Seller the Earnout Termination Payment in accordance with subsection (h) below. (f) To the extent Purchaser elects to pay Seller an Earnout Termination Payment pursuant to subsection (e) above, Purchaser shall provide written notice to Seller of such election prior to the Business Combination Closing Date (such notice, the “Termination Payout Election Notice”). As soon as reasonably practicable after the Business Combination Closing Date, but in no event later than 90 days thereafter, Purchaser shall furnish (or cause to be furnished) to the Seller: (i) an unaudited consolidated balance sheet of the Business, as of the Business Combination End Date, together with a related unaudited consolidated statement of operations in respect of the financial period from the Closing Date through the Business Combination End Date, prepared in accordance with U.S. GAAP, subject to the Earnout Methodologies, and (ii) a statement setting forth the Earnout Termination Payment (as finally determined pursuant to this Section 1.05, the “Final Earnout Termination Payment”), together with a calculation showing in reasonable detail how the Earnout Termination Payment was calculated (including reasonable detail how the Sale Profit and components thereof were calculated), prepared by Purchaser (the “Termination Payment Statement”). (g) Seller shall provide Purchaser within 45 days after Purchaser’s delivery of the Termination Payment Statement a notice to Purchaser disagreeing with any such calculation and setting forth Seller’s calculation of the Earnout Termination Payment (the “Seller’s Termination Payment Objection”), which shall describe in reasonable detail the specific nature and amount of each disagreement and shall state in reasonable detail all bases upon which Seller believes the Termination Payment Statement is not in conformity with this Section 1.05. Seller shall be deemed to have agreed with all other items and amounts contained in the Termination Payment Statement that are not specifically identified as a disagreement in the Seller’s Termination Payment Objection. If Seller shall fail to deliver a Seller’s Termination Payment Objection within such 45-day period, Seller shall be deemed to have agreed with Purchaser as to the Termination Payment Statement. Purchaser and Seller will negotiate in good faith any disagreements contained in the Seller’s Termination Payment Objection during the 45 day period immediately following the delivery of the Seller’s Termination Payment Objection. If Purchaser and Seller agree to a Termination Payment Statement and calculation of the Earnout Termination Payment within such 45-day period, Purchaser will pay the Earnout Termination Payment to Seller in accordance with Section 1.05(h). If Purchaser and Seller, notwithstanding these good faith efforts, fail to agree on the Termination Payment Statement and calculation of the Earnout Termination Payment, then as promptly as practicable (but in any event within 10 Business Days after expiration of such 45-day period), Purchaser and Seller jointly will engage the Accounting Firm to resolve any dispute. As promptly as practicable thereafter (but in any event within 15 Business Days of engagement of the Accounting Firm), Purchaser and Seller will each prepare and submit a presentation to the Accounting Firm setting forth such party’s proposed version of the Termination Payment Statement and calculation of the Earnout Termination Payment in each case prepared in accordance with Section 1.05. The scope of the disputes to be resolved by the Accounting Firm will be limited to whether such Termination Payment Statements and calculations were prepared in accordance with this Section 1.05, and the Accounting Firm is not to make any other determination, including any determination as to whether U.S. GAAP was followed (except to the extent required by this Section 1.05). As soon as practicable thereafter (but in any event within 20 Business Days), Purchaser and Seller will instruct the Accounting Firm to render a determination of the Earnout Termination Payment, such determination to be based solely upon the presentations by Purchaser and Seller. In making such determination, the Accounting Firm will act as an expert and not as an arbitrator in conducting its analysis, and may not assign a value to the Earnout Termination Payment greater than the greatest value claimed by either party or less than the smallest value for the Earnout Termination Payment claimed by either party. All fees and expenses relating to the work, if any, to be performed by the Accounting Firm shall be borne pro rata as between Purchaser, on the one hand, and Seller, on the other hand, in proportion to the case allocation of dividendsthe dollar value of the amounts remaining in dispute between Purchaser and Seller made by the Accounting Firm such that the prevailing party pays the lesser proportion of the fees and expenses. All determinations made by the Accounting Firm will be final, for regular quarterly cash dividends out of consolidated net income for conclusive and binding on the applicable quarterparties. (h) Notwithstanding anything in this Section 5.3 Purchaser shall pay or cause to be paid the Final Earnout Termination Payment to the contrary, at any time prior Seller by wire transfer of immediately available funds to an account designated in writing by the Seller. Such payment will be made within five Business Days of the date on which Final Earnout Termination Payment is finally determined as provided in this Section 1.05. Upon the payment of the Earnout Payment is paid in accordance with Section 5.3(a) and Section 5.3 of the Disclosure LetterTermination Payment, or on which the Earnout Payment is paid in full pursuant to Section 5.3(c), the Surviving Corporation, in its sole discretion, may elect to make a payment to IP in full satisfaction of the Surviving CorporationPurchaser’s obligations under this Section 5.3 (other than Section 5.3(g), subject to the last sentence of this paragraph) in an amount equal to the present value of $100,000,000 on the date of payment assuming a discount rate of 6%, which amount would be calculated by dividing (i) $100,000,000 by (ii) 1.06 to the power of ((x) the number of days between and including the date of payment to IP by the Surviving Corporation under this Section 5.3(h) and June 15, 2020, divided by (y) 365). For illustrative purposes, if the Surviving Corporation were to elect to make a payment to IP pursuant to this Section 5.3(h) on July 1, 2016, the amount of such payment would be equal to ($100,000,000/(1.06^(1,445/365))), which equals $79,399,269.36. For the avoidance of doubt, any payment elected to be made by the Surviving Corporation to IP pursuant to and in accordance with this Section 5.3(h) 1.05 shall be deemed to be a payment in full of the Earnout Payment and upon the payment of such amount to IP, IP shall have no further rights, and the Surviving Corporation shall have no further obligations, with respect to this Section 5.3, other than Section 5.3(g), which, with respect to dividends, shall continue in full force and effect until January 1, 2016, and, with respect to all other restrictions, shall continue in full force and effect until the second anniversary of the Closing Dateextinguished. (i) Notwithstanding anything herein to After the contraryClosing, (i) the right of IP to receive Purchaser shall, as soon as practicable, but in any amounts pursuant to Section 5.3 is solely a contractual right and is not a security for purposes of any federal or state securities Laws (and shall confer upon IP only the rights of a general unsecured creditor under applicable Law), (ii) will not be represented by any form of certificate or instrument, (iii) does not give IP any voting rights, liquidation rights, preemptive rights or other rights common to holders event no later than 15 Business Days after each fiscal month end of the Surviving Corporation’s equity securitiesCompany after the Closing Date, deliver to Seller a copy of the normal, internal operating balance sheet and internal profit and loss statement of the Company and its Subsidiaries (ivas such internal reports are then generated by the Business) is not redeemable, (v) shall not earn interest, and (vi) may not be sold, assigned, pledged, gifted, conveyed, transferred or otherwise disposed of (a “Transfer”) (and any purported Transfer in violation of this Section 5.3(i) shall be null and void). (j) The Surviving Corporation shall be entitled to deduct and withhold from the Earnout Payment payable pursuant to this Agreement such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax Law. To the extent that amounts are so withheld and deducted pursuant to this Section 5.3(j), such withheld amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding was madefiscal month, for each fiscal month that is included, in whole or in part, in the Calculation Period. All information that is provided to Seller pursuant to the preceding sentence shall be considered Confidential Information subject to the restrictions of Section 4.02(d).

Earnout Payment. UWWH (a) In addition to the Initial Per Share Consideration, holders of Target Common Stock as of immediately prior to the Effective Time shall be entitled to receive (without interest and as consideration for the Surviving Corporation acknowledge that Merger), on the obligations Earnout Payment Date (as defined below), an amount of cash equal to the Surviving Corporation set forth in Earnout Per Share Consideration for each share of Target Common Stock he, she or it held as of immediately prior to the Effective Time. The Earnout Per Share Consideration payable pursuant to this Section 5.3 are an integral 2.7 constitutes part of the consideration to be received by IP in connection with the Transactions. Subject to Section 5.3(a) and Section 5.3(h), following the Closing, the Surviving Corporation shall make a payment, if any, to IP to be calculated and distributed in accordance with this Section 5.3 and Section 5.3 of the Disclosure Letter (the “Earnout Payment”). (a) Within 30 days after the completion of the Surviving Corporation’s audited financial statements for each of its 2017, 2018 and 2019 fiscal years, the Surviving Corporation shall prepare and deliver a certificate endorsed by an executive officer of the Surviving Corporation certifying a statement (with respect to each such fiscal year, such year’s “Yearly Earnout Statement”) setting forth the Surviving Corporation’s good faith calculation of the Actual EBITDA and Target EBITDA (including any Monthly LTM EBITDA) for such fiscal year and each of the components thereof and attaching reasonable supporting documentation; provided that the Yearly Earnout Statement with respect to the Surviving Corporation’s 2019 fiscal year shall also include the Surviving Corporation’s good faith calculation (the “Preliminary Earnout Payment Calculation”) of the amount of the Earnout Payment, if any, owed to IP. IP shall, no more than 90 days after its receipt of the Yearly Earnout Statement for the Surviving Corporation’s 2019 fiscal year, notify Common Stock of Target purchased by Acquiror in the Surviving Corporation of IP’s good faith calculation of the amount of the Earnout Payment, if any, owed to IP, if different from the Preliminary Earnout Payment Calculation, or that IP agrees with Preliminary Earnout Payment Calculation. If such notice states that IP agrees with the Preliminary Earnout Payment Calculation or if IP does not deliver such notice within such 90-day period, then such amount Merger and shall be final. If treated as such notice states that IP disagrees with Preliminary Earnout Payment Calculation, a nationally recognized independent public accounting firm shall be jointly selected to arbitrate and resolve such dispute, and shall make a final determination of the Earnout Payment, in accordance with the applicable procedures, principles and provisions set forth in Section 5.2(c). The fees and expenses of such accounting firm shall be paid in accordance with Section 5.2(c). The determination made pursuant to this Section 5.3, whether by agreement of the Surviving Corporation and IP or determination of such accounting firm, shall be final and binding on the Parties. No later than 10 Business Days after the final determination of the Earnout Payment, subject to Section 5.3(j), the Surviving Corporation shall pay to IP the Earnout Payment (if any) due and owing in accordance with this Section 5.3for all tax purposes. (b) The Earnout Payment shall be calculated as follows: No later than sixty (i60) If calendar days following the Actual EBITDA is less than the Target EBITDA, then the Earnout Payment shall be equal to $0. (ii) If the Actual EBITDA is greater than the Target EBITDA, then the Earnout Payment shall equal the product of (x) the difference of (i) the Actual EBITDA, minus (ii) the Target EBITDA, multiplied by (y) 4/3; provided that, in no event shall the Earnout Payment exceed $100,000,000. For illustrative purposes, if (1) the Actual EBITDA equals $75 million and the Target EBITDA equals $15 million, then the Earnout Payment would equal $80 million (($75 million - $15 million) x 4/3); or (2) the Actual EBITDA equals $105 million and the Target EBITDA equals $15 million, then the Earnout Payment would equal $100 million (($105 million - $15 million) x 4/3 = $120 million, but the Earnout Payment would be capped at $100 million). For the avoidance of doubt, if no Earnout Payment is due and owed under this Section 5.3, then IP shall have no further rights, and the Surviving Corporation shall have no further obligations, with respect to this Section 5.3. (c) If any Person or group of Persons directly or indirectly acquires a majority of the outstanding voting power of the Surviving Corporation’s capital stock at any time, or a majority of the assets of the Surviving Corporation and its Subsidiaries is acquired (by merger, consolidation, acquisition of stock or assets or otherwise), prior to the final determination of whether any payment of the Earnout Payment is required pursuant to this Section 5.3, the Surviving Corporation and such Person or group of Persons shall reasonably agree in writing to IP that through the end of the Measurement Period (i) the collective business activities of the Surviving Corporation as of immediately prior to such acquisition shall thereafter continue to be operated and accounted for separately from any other business activities and operations, (ii) complete and accurate books of account and records covering all transactions relating to the computation of the Earnout Payment will be maintained and (iii) the Surviving Corporation shall (x) remain an SEC registrant or (y) if the Surviving Corporation will not be an SEC registrant, provide IP with unaudited quarterly and audited annual financial statements and financial data of the type and on the timetable as required to be filed by the SEC pursuant to Regulation S-X and Regulation S-K under the Securities Act. If the Surviving Corporation and the acquirer do not provide IP with such reasonable written agreement prior to the closing of such acquisition, and such acquisition occurs prior to the end of the Measurement Period, then the Earnout Payment shall be deemed to have been earned in an amount equal to $100,000,000 (subject to Section 5.3(h) below) and shall be due and payable to IP at or prior to the closing of such acquisition. (d) Within 30 days after the occurrence of any Applicable Closing Date, the Surviving Corporation shall prepare and deliver to IP a certificate endorsed by an executive officer of the Surviving Corporation certifying a statement (with respect to any Acquisition or Divestiture, an “Acquired/Divested EBITDA Statement”) setting forth the Surviving Corporation’s good faith calculation of the Monthly LTM EBITDA with respect to the applicable Acquired Business or Divested Business and each of the components thereof. (e) From and after January 1, 2017 (or, if earlier, the date on which an Acquired/Divested EBITDA Statement is required to be delivered), in the case of clause (i) of this Section 5.3(e), and after March 31, 2020, in the case of clause (ii) of this Section 5.3(e), the Surviving Corporation shall (i) cooperate and provide such information as reasonably requested by IP and its Representatives and provide such back-up supporting information therefor as reasonably requested by IP to the extent reasonably required to permit IP to review the Yearly Earnout Statements and any Acquired/Divested EBITDA Statements and to verify computations of the Earnout Payment, Actual EBITDA, Target EBITDA, any Monthly LTM EBITDA and each of the components thereof, and (ii) in connection with the foregoing, give IP and its Representatives access at all reasonable times and on reasonable advance notice to the books, records, properties, working papers and personnel of the Surviving Corporation and its Subsidiaries (including its senior finance and accounting personnel and accountants). (f) Notwithstanding anything in this Agreement to the contrary, and for purposes of clarification, from and after the date hereof and until the payment of all amounts owed pursuant to Section 5.2 and this Section 5.3, the Parties agree that none of the Parties shall take any action or omit to take any action with the specific intent or purpose of (and not merely the effect of) increasing or decreasing any amounts payable under Section 5.2 or this Section 5.3. (g) Subject to Section 5.3(h), prior to the second first anniversary of the Closing Date, Acquiror shall deliver to the Surviving Corporation shall not declare or pay any dividend onShareholders’ Agent a statement showing, or make any payment on account of, or set apart assets for a sinking or other analogous fund forwith reasonable detail, the purchase, redemption, defeasance, retirement or other acquisition of, any of its capital stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Surviving Corporation or any of its Subsidiaries, except, in the case of dividends, for regular quarterly cash dividends out of consolidated net income for the applicable quarter. (h) Notwithstanding anything in this Section 5.3 to the contrary, at any time prior to the date on which the Earnout Payment is paid in accordance with Section 5.3(a) and Section 5.3 of the Disclosure Letter, or on which the Earnout Payment is paid in full pursuant to Section 5.3(c), the Surviving Corporation, in its sole discretion, may elect to make a payment to IP in full satisfaction of the Surviving Corporation’s obligations under this Section 5.3 (other than Section 5.3(g), subject to the last sentence of this paragraph) in an amount equal to the present value of $100,000,000 on the date of payment assuming a discount rate of 6%, which amount would be calculated by dividing (i) $100,000,000 by (ii) 1.06 to the power of ((x) the number of days between and including the date of payment to IP by the Surviving Corporation under this Section 5.3(h) and June 15, 2020, divided by (y) 365). For illustrative purposes, if the Surviving Corporation were to elect to make a payment to IP pursuant to this Section 5.3(h) on July 1, 2016, the amount of such payment would be equal to ($100,000,000/(1.06^(1,445/365))), which equals $79,399,269.36. For the avoidance of doubt, any payment elected to be made by the Surviving Corporation to IP pursuant to and in accordance with this Section 5.3(h) shall be deemed to be a payment in full computation of the Earnout Payment Revenue, the Aggregate Earnout Consideration and upon the payment Earnout Per Share Consideration (the “Earnout Statement”). The Earnout Statement shall be accompanied by a certificate executed on behalf of such amount to IP, IP Acquiror by the chief financial officer of Acquiror certifying that the Earnout Statement is true and correct in all material respects. The Shareholders’ Agent shall have no further rightssixty (60) calendar days to dispute the computations set forth in the Earnout Statement by written notice to Acquiror. During such period the Shareholders’ Agent may examine, during normal business hours, such books, records and accounts of Acquiror and the Surviving Corporation shall have no further obligations, with respect as reasonably necessary to this Section 5.3, other than Section 5.3(g), which, with respect to dividends, shall continue in full force and effect until January 1, 2016, and, with respect to all other restrictions, shall continue in full force and effect until verify the second anniversary accuracy of the Closing Date. Earnout Statement. The failure of the Shareholders’ Agent to provide Acquiror written notice of such dispute within such 60-day period (an “Objection Notice”) shall constitute acceptance by the Shareholders’ Agent of the computations reflected in the Earnout Statement. The Earnout Statement shall become the “Final Statement” upon the earlier of: (i) Notwithstanding anything herein failure of the Shareholders’ Agent to provide Acquiror an Objection Notice within the prescribed 60-day period, (ii) delivery to Acquiror of a written notice from the Shareholders’ Agent waiving such right to so object, or (iii) the Accountant’s final determination (as described below). If Acquiror and the Shareholders’ Agent are unable to resolve their disagreement within ten (10) business days after Acquiror’s receipt of the Objection Notice, the items in dispute will be referred to a “Big Four” accounting firm mutually acceptable to Acquiror and the Shareholders’ Agent (the “Accountant”) within five (5) business days of the expiration of such 10-day period. The Accountant shall make a determination as to each of the items in dispute, which determination shall be (i) in writing, (ii) furnished to Acquiror and the Shareholders’ Agent as promptly as practicable after the items in dispute have been referred to the contraryAccountant, and (iii) conclusive and binding on Acquiror and the Shareholders’ Agent. The Non-Prevailing Party shall pay the fees and expenses of the Accountant. The “Non-Prevailing Party” shall be (i) the right Shareholders’ Agent in the event that the Earnout Revenue proposed by Acquiror is at least 95% of IP to receive any amounts pursuant to Section 5.3 is solely a contractual right and is not a security for purposes of any federal the Earnout Revenue as determined by the Accountant, or state securities Laws (and shall confer upon IP only the rights of a general unsecured creditor under applicable Law)otherwise, (ii) will not be represented by any form of certificate or instrument, the Acquiror. Within five (iii5) does not give IP any voting rights, liquidation rights, preemptive rights or other rights common to holders business days of the Surviving Corporation’s equity securities, (iv) is not redeemable, (v) shall not earn interest, and (vi) may not be sold, assigned, pledged, gifted, conveyed, transferred or otherwise disposed of (a “Transfer”) (and any purported Transfer in violation of this Section 5.3(i) shall be null and void). (j) The Surviving Corporation shall be entitled to deduct and withhold from date the Earnout Statement becomes the Final Statement (such date being the “Earnout Payment payable Date”), Acquiror shall deliver the Earnout Per Share Amount in immediately available funds to the former Target shareholders by the same method as payment is made pursuant to this Agreement such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax Law. To the extent that amounts are so withheld and deducted pursuant to this Section 5.3(j), such withheld amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding was made2.8 below.