Common use of Payment of Earn-Out Consideration Clause in Contracts

Payment of Earn-Out Consideration. (a) Subject to the terms and conditions of this Agreement, at such times as provided in Section 2.05(d), Buyer shall pay to Sellers with respect to each Calculation Period within the Earn-out Period in which the EBITDA Threshold has been achieved an aggregate amount, if any (each, an "Earn-out Payment"), equal to fifty percent (50%) of EBITDA for the corresponding Calculation Period; provided, that (x) in no event shall Buyer be obligated to pay Sellers more than $10,000,000, together with the cash payable under the Goodwill Purchase Agreement, in the aggregate in respect of all Calculation Periods during the Earn-out Period; and (y) in no event shall any Earn-out Payment (plus the amount, if any, payable under Section 2.05(h) in respect of the immediately preceding Earn-out Shortfall Calculation Period) exceed fifty percent (50%) of EBITDA for the corresponding Calculation Period. For the avoidance of doubt, if the EBITDA for a particular Calculation Period does not exceed the applicable EBITDA Threshold, no Earn-out Payment shall be due for such Calculation Period, except as expressly set forth in Section 2.05(h). (b) On or before the date which is ninety (90) days after the last day of each Calculation Period (each such date, an "Earn-out Calculation Delivery Date"), Buyer shall prepare and deliver to Sellers a written statement (in each case, an "Earn-out Calculation Statement") setting forth in reasonable detail its determination of EBITDA for the applicable Calculation Period and Buyer's calculation of the resulting Earn-out Payment, if any (in each case, an "Earn-out Calculation"). Sellers shall have fifteen (15) Business Days after receipt of the Earn-out Calculation Statement for each Calculation Period (in each case, the "Review Period") to review the Earn-out Calculation Statement and the Earn-out Calculation set forth therein. During the Review Period, Sellers and their Representatives may inspect the respective books and records of Mission US and Mission UK during normal business hours at the respective offices of Mission US and Mission UK, in each case upon reasonable prior notice and solely for purposes reasonably related to the determinations of EBITDA and the resulting Earn-out Payment (if any). Prior to the expiration of the Review Period, Sellers may object to the Earn-out Calculation set forth in the Earn-out Calculation Statement for the applicable Calculation Period by delivering a written notice of objection (an "Earn-out Calculation Objection Notice") to Buyer. Any Earn-out Calculation Objection Notice shall specify the items in the applicable Earn-out Calculation disputed by Sellers and shall describe in reasonable detail the basis for such objection, as well as the amount in dispute. If Sellers fail to deliver an Earn-out Calculation Objection Notice to Buyer prior to the expiration of the Review Period, then the Earn-out Calculation set forth in the Earn-out Calculation Statement shall be final and binding on the parties hereto and such failure shall constitute an indefeasible waiver of Sellers' ability to challenge such Earn-out Calculation. If Sellers timely deliver an Earn-out Calculation Objection Notice, Buyer and Sellers shall negotiate in good faith to resolve the disputed items and agree upon the resulting amount of the EBITDA and the Earn-out Payment (if any) for the applicable Calculation Period. If Buyer and Sellers are unable to reach agreement within thirty (30) days after such an Earn-out Calculation Objection Notice has been given, all unresolved disputed items shall be promptly referred to the Independent Accountant. The Independent Accountant shall be directed to render a written report on the unresolved disputed items with respect to the applicable Earn-out Calculation as promptly as practicable, but in no event longer than thirty (30) days after such submission to the Independent Accountant, and to resolve only those unresolved disputed items set forth in the Earn-out Calculation Objection Notice. If unresolved disputed items are submitted to the Independent Accountant, Buyer, on the one hand, and Sellers, on the other hand, shall each furnish to the Independent Accountant such work papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Accountant may reasonably request. The Independent Accountant shall resolve the disputed items based solely on the applicable definitions and other terms in this Agreement and the presentations by Buyer, on the one hand, and Sellers, on the other hand (and not by independent review). The resolution of the dispute and the calculation of EBITDA that is the subject of the applicable Earn-out Calculation Objection Notice by the Independent Accountant shall be final and binding on the parties hereto. The fees and expenses of the Independent Accountant shall be borne by Sellers, on the one hand, and Buyer, on the other hand, in proportion to the amounts by which their respective calculations of EBITDA differ from EBITDA as finally determined by the Independent Accountant. - 19 - (c) Except as set forth in Section 2.05(h), (i) Buyer's obligation to pay each of the Earn-out Payments to Sellers in accordance with Section 2.05(a) is an independent obligation of Buyer and is not otherwise conditioned or contingent upon the satisfaction of any conditions precedent to any preceding or subsequent Earn-out Payment and (ii) the obligation to pay an Earn-out Payment to Sellers shall not obligate Buyer to pay any preceding or subsequent Earn-out Payment. Notwithstanding any other provision contained in this Agreement, each Seller's right to receive his or her portion of any Earn-out Payment that becomes due and payable hereunder is expressly conditioned upon the following: (i) each Seller is not in Material Breach of this Agreement, (ii) Nicola is not in Material Breach of the Goodwill Purchase Agreement (as Material Breach is defined therein) and (iii) neither Seller has been terminated for Cause by MM Inc, TMG or an Affiliate thereof and has not quit such employ without Good Reason, in each case as of the date such Earn-out Payment is to be made by Buyer.

Payment of Earn-Out Consideration. (a) Subject to The Milestone Payment that becomes payable based on the terms and conditions of this Agreement, at such times as provided in Section 2.05(d), Buyer shall pay to Sellers with respect to each Calculation Period within the Earntape-out Period in which the EBITDA Threshold has been achieved an aggregate amount, if any (each, an "Earn-out Payment"), equal to fifty percent (50%) of EBITDA for the corresponding Calculation Period; provided, that (x) in no event shall Buyer be obligated to pay Sellers more than $10,000,000, together with the cash payable under the Goodwill Purchase Agreement, in the aggregate in respect of all Calculation Periods during the Earn-out Period; and (y) in no event shall any Earn-out Payment (plus the amount, if any, payable under Section 2.05(h) in respect of the immediately preceding Earn-out Shortfall Calculation Period) exceed fifty percent (50%) of EBITDA for the corresponding Calculation Period. For the avoidance of doubt, if the EBITDA for a particular Calculation Period does not exceed the applicable EBITDA Threshold, no Earn-out Payment Initial MikaMonu Product shall be due for such Calculation Period, except as expressly set forth in Section 2.05(h). (b) On or before the date which is ninety (90) days after the last day of each Calculation Period (each such date, an "Earn-out Calculation Delivery Date"), Buyer shall prepare and deliver to Sellers a written statement (in each case, an "Earn-out Calculation Statement") setting forth in reasonable detail its determination of EBITDA for the applicable Calculation Period and Buyer's calculation of the resulting Earn-out Payment, if any (in each case, an "Earn-out Calculation"). Sellers shall have fifteen (15) Business Days after receipt of the Earn-out Calculation Statement for each Calculation Period (in each case, the "Review Period") to review the Earn-out Calculation Statement and the Earn-out Calculation set forth therein. During the Review Period, Sellers and their Representatives may inspect the respective books and records of Mission US and Mission UK during normal business hours at the respective offices of Mission US and Mission UK, in each case upon reasonable prior notice and solely for purposes reasonably related to the determinations of EBITDA and the resulting Earn-out Payment (if any). Prior to the expiration of the Review Period, Sellers may object to the Earn-out Calculation set forth in the Earn-out Calculation Statement for the applicable Calculation Period by delivering a written notice of objection (an "Earn-out Calculation Objection Notice") to Buyer. Any Earn-out Calculation Objection Notice shall specify the items in the applicable Earn-out Calculation disputed by Sellers and shall describe in reasonable detail the basis for such objection, as well as the amount in dispute. If Sellers fail to deliver an Earn-out Calculation Objection Notice to Buyer prior to the expiration of the Review Period, then the Earn-out Calculation set forth in the Earn-out Calculation Statement shall be final and binding on the parties hereto and such failure shall constitute an indefeasible waiver of Sellers' ability to challenge such Earn-out Calculation. If Sellers timely deliver an Earn-out Calculation Objection Notice, Buyer and Sellers shall negotiate in good faith to resolve the disputed items and agree upon the resulting amount of the EBITDA and the Earn-out Payment (if any) for the applicable Calculation Period. If Buyer and Sellers are unable to reach agreement paid within thirty (30) days after Business Days following the successful completion of such an Earntape-out Calculation Objection Notice has been givenout, all unresolved disputed items as certified by the Chief Executive Officer of Parent. (b) Any Milestone Payment or Revenue-Based Payment that becomes payable based on MikaMonu Revenues shall be promptly referred to the Independent Accountant. The Independent Accountant shall be directed to render a written report paid on the unresolved disputed items with respect earliest of (i) one (1) Business Day following the expiration of the period for objection to the applicable Earn-out Calculation as promptly as practicableMikaMonu Revenues Certification specified in Section 2.08(b), but in no event longer than thirty (30ii) days after such submission to the Independent Accountant, and to resolve only those unresolved disputed items set forth in the Earn-out Calculation Objection Notice. If unresolved disputed items are submitted to the Independent Accountant, Buyer, on the one hand, and Sellers, on the other hand, shall each furnish to the Independent Accountant such work papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Accountant may reasonably request. The Independent Accountant shall resolve the disputed items based solely on the applicable definitions and other terms in this Agreement an earlier date agreed upon by Parent and the presentations by Buyer, on the one hand, and Sellers, on the other hand (and not by independent review). The resolution of the dispute and the calculation of EBITDA that is the subject Shareholders’ Representative following delivery of the applicable Earn-out Calculation Objection Notice by MikaMonu Revenues Certification or (iii) five (5) Business Days following the Independent Accountant shall be final and binding on resolution of a dispute regarding the parties hereto. The fees and expenses amount of the Independent Accountant shall be borne by Sellers, on the one hand, and Buyer, on the other hand, in proportion such payment pursuant to the amounts by which their respective calculations of EBITDA differ from EBITDA as finally determined by the Independent Accountant. - 19 - Section 2.08(d). (c) Except as set forth Any Earn-Out Consideration that becomes payable pursuant to this Sections 2.09 shall be paid to each Shareholder, in Section 2.05(h)accordance with such Shareholder’s Pro Rata Percentage. Each such payment shall be made, at Parent’s election (i) Buyer's obligation in cash, by wire transfer of immediately available funds to pay each an account of such Shareholder designated by the Shareholders’ Representative to Parent, (ii) by delivery to the Shareholders of shares of common stock of Parent (“Parent Common Stock”) or (iii) by a combination of such cash and shares of Parent Common Stock. For purposes of any such payment made, in whole or in part, in shares of Parent Common Stock, the value of such shares shall be the average closing sales price of the EarnParent Common Stock on the Nasdaq Global Market for the five (5) trading days ending on the last trading day before such payment. (d) Parent hereby represents and warrants that any Parent Common Stock issued to the Shareholders pursuant to Section 2.09(c) shall be issued pursuant to a registration statement filed with the U.S. Securities and Exchange Commission (the “SEC”) which is effective at the time of such issuance, or in a transaction exempt from such registration, and shall be fully and immediately tradeable and shall not be subject to any contractual “lock-out Payments to Sellers in accordance with Section 2.05(aup” period or similar restriction on trading; provided, however, that (i) if a Shareholder is an independent obligation employee of Buyer and is not otherwise conditioned Parent or contingent upon the satisfaction a Subsidiary of any conditions precedent Parent, he or she will be subject to any preceding or subsequent Earn-out Payment Parent’s xxxxxxx xxxxxxx policy, as in effect from time to time and (ii) the obligation to pay an Earn-out Payment to Sellers shall not obligate Buyer to pay any preceding or subsequent Earn-out Payment. Notwithstanding any other provision contained in this Agreement, each Seller's right to receive his or her portion of any Earn-out Payment that becomes due and payable hereunder if a Shareholder is expressly conditioned upon the following: (i) each Seller is not in Material Breach of this Agreement, (ii) Nicola is not in Material Breach of the Goodwill Purchase Agreement (as Material Breach is defined therein) and (iii) neither Seller has been terminated for Cause by MM Inc, TMG or an Affiliate thereof and has not quit such employ without Good Reason, in each case as of the date such Earn-out Payment is deemed to be made an “affiliate” or “executive officer” of Parent under U.S. federal securities laws, he or she will be subject to federal securities laws and regulations applicable to the sale of securities by Buyersuch Persons.

Payment of Earn-Out Consideration. (ai) Subject Simultaneous with the delivery of the First Proposed Revenue Statement, Parent shall deliver to each Common Stockholder, each Series E Stockholder, each Right Holder and each Warrant Holder (collectively, the Earn- Out Participants"), subject to the terms requirements of Section 1.10 and conditions the remainder of this Agreement, at such times as provided in Section 2.05(d1.9.5(i), Buyer an amount equal to the Per Share Earn-Out Amount (which, for purposes of this Section 1.9.5(i) only, shall pay be calculated based on the Product Revenue set forth in the First Proposed Revenue Statement) applicable to Sellers the First Earn-Out Period multiplied by the number of Common Equivalents held, or deemed to be held, by each such Earn-Out participant, as of the end of the First Earn-Out Period (the "First Participant Earn-Out Amount"), by delivery of a check to the address specified in writing by each such holder in accordance with Section 1.10.1, which address may be amended from time to time in a writing delivered to Parent. With respect to the Right Holders and the Warrant Holders, the First Participant Earn-Out Amount shall be reduced by the aggregate exercise price of such party's terminated Company Option or Company Warrant, as applicable. If, as a result of the preceding sentence, the amount payable to an Earn-Out Participant is less than $5.00, then Parent shall not deliver any payment to such Earn-Out Participant (each, a "Carry-Over Participant"), but shall retain and keep a record of the aggregate amount of such First Participant Earn-Out Amounts that are not distributed, and shall provide a copy of such record to the Stockholders' Representative. (ii) Simultaneous with the delivery of the Second Proposed Revenue Statement, Parent shall deliver to each Earn-Out Participant (other than Carry-Over Participants), an amount equal to the Per Share Earn-Out Amount (which, for purposes of this Section 1.9.5(ii) only, shall be calculated based on the Product Revenue set forth in the Second Proposed Revenue Statement) applicable to the Second Earn-Out Period multiplied by the number of Common Equivalents held, or deemed to be held, by each such Earn-Out Participant as of the end of the Second Earn-Out Period (the "Second Participant Earn-Out Amount") (plus the Earn- Out Participant's portion of the Redistributed Amount, if any, as set forth below), by delivery of a check payable in U.S. dollars to the address specified in writing by each such holder in accordance with Section 1.10.1, which address may be amended from time to time in a writing delivered to Parent. With respect to each Calculation Period within of the Carry-Over Participants, Parent shall calculate the difference of (A) the sum of such Earn-out Period Out Participant's (x) First Participant Earn-Out Amount (before any deduction for the applicable exercise price) and (y) Second Participant Earn-Out Amount, less (B) the aggregate exercise price of such Carry-Over Participant's terminated Company option or Company Warrant, as applicable (such difference, the "Net Earn-Out Payment"). If a Carry-Over Participant's Net Earn-Out Payment is greater than $0.00, then Parent shall deliver to such Carry-Over Participant the Net Earn-Out Payment due such Carry-Over Participant by delivery of a check to the address specified in writing by such holder in accordance with Section 1.10.1, which address may be amended from time to time in a writing delivered to Parent. If the EBITDA Threshold has been achieved an aggregate amountNet Earn-Out Payment does not exceed $0.00, if then Parent shall not deliver any payment to such Earn-Out Participant (each, an "Earn-out Payment"), equal to fifty percent (50%) of EBITDA for the corresponding Calculation Period; provided, that (x) in no event shall Buyer be obligated to pay Sellers more than $10,000,000, together with the cash payable under the Goodwill Purchase Agreement, in the aggregate in respect of all Calculation Periods during the Earn-out Period; and (y) in no event shall any Earn-out Payment (plus the amount, if any, payable under Section 2.05(h) in respect of the immediately preceding Earn-out Shortfall Calculation Period) exceed fifty percent (50%) of EBITDA for the corresponding Calculation Period. For the avoidance of doubt, if the EBITDA for a particular Calculation Period does not exceed the applicable EBITDA Threshold, no Earn-out Payment shall be due for such Calculation Period, except as expressly set forth in Section 2.05(h). (b) On or before the date which is ninety (90) days after the last day of each Calculation Period (each such date, an "Earn-out Calculation Delivery Date"), Buyer shall prepare and deliver to Sellers a written statement (in each case, an "Earn-out Calculation Statement") setting forth in reasonable detail its determination of EBITDA for the applicable Calculation Period and Buyer's calculation of the resulting Earn-out Payment, if any (in each case, an "Earn-out CalculationUnpaid Participant"). Sellers In the event that that there is one or more Unpaid Participants, Parent shall have fifteen (15) Business Days after receipt of the Earn-out Calculation Statement for each Calculation Period (in each case, the "Review Period") to review the Earn-out Calculation Statement and the Earn-out Calculation set forth therein. During the Review Period, Sellers and their Representatives may inspect the respective books and records of Mission US and Mission UK during normal business hours at the respective offices of Mission US and Mission UK, in each case upon reasonable prior notice and solely for purposes reasonably related to the determinations of EBITDA and the resulting Earn-out Payment (if any). Prior to the expiration of the Review Period, Sellers may object redistribute to the Earn-out Calculation set forth in Out Participants, other than the Unpaid Participants, the aggregate First Participant Earn-Out Amounts and Second Participant Earn-Out Amounts calculated for such Unpaid Participants, without deducting the exercise price of such Unpaid Participants' terminated Company Options or Company Warrants, as applicable (the "Redistributed Amount"). Each Earn-Out Participant, other than the Unpaid Participants, shall receive a portion of the Redistributed Amount equal to the Per Share Redistribution Amount multiplied by the number of Common Equivalents held, or deemed to be held, by each such Earn-Out Participant as of the end of the Second Earn-Out Period. (iii) If the Earn-out Calculation Out Consideration payable pursuant to any Revenue Statement for the applicable Calculation Period by delivering a written notice of objection (an "Earn-out Calculation Objection Notice") to Buyer. Any Earn-out Calculation Objection Notice shall specify the items in the applicable Earn-out Calculation disputed by Sellers and shall describe in reasonable detail the basis for such objection, as well as the amount in dispute. If Sellers fail to deliver an Earn-out Calculation Objection Notice to Buyer prior to the expiration of the Review Period, then the Earn-out Calculation set forth in the Earn-out Calculation Statement shall be final and binding on the parties hereto and such failure shall constitute an indefeasible waiver of Sellers' ability to challenge such Earn-out Calculation. If Sellers timely deliver an Earn-out Calculation Objection Notice, Buyer and Sellers shall negotiate in good faith to resolve the disputed items and agree upon the resulting amount of the EBITDA and the Earn-out Payment (if any) for the applicable Calculation Period. If Buyer and Sellers are unable to reach agreement within thirty (30) days after such an Earn-out Calculation Objection Notice has been given, all unresolved disputed items shall be promptly referred to the Independent Accountant. The Independent Accountant shall be directed to render a written report on the unresolved disputed items with respect to the applicable Earn-out Calculation as promptly as practicable, but in no event longer than thirty (30) days after such submission to the Independent Accountant, and to resolve only those unresolved disputed items set forth in the Earn-out Calculation Objection Notice. If unresolved disputed items are submitted to the Independent Accountant, Buyer, on the one hand, and Sellers, on the other hand, shall each furnish to the Independent Accountant such work papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Accountant may reasonably request. The Independent Accountant shall resolve the disputed items based solely on the applicable definitions and other terms in this Agreement and the presentations by Buyer, on the one hand, and Sellers, on the other hand (and not by independent review). The resolution of the dispute and the calculation of EBITDA that is the subject of the applicable Earn-out Calculation Objection Notice by the Independent Accountant shall be final and binding on the parties hereto. The fees and expenses of the Independent Accountant shall be borne by Sellers, on the one hand, and Buyer, on the other hand, in proportion to the amounts by which their respective calculations of EBITDA differ from EBITDA as finally determined by the Independent Accountant. - 19 - (c) Except as set forth in Section 2.05(h), (i) Buyer's obligation to pay each of the Earn-out Payments to Sellers in accordance with Section 2.05(a) is an independent obligation of Buyer and is not otherwise conditioned or contingent upon the satisfaction of any conditions precedent to any preceding or subsequent Earn-out Payment and (ii) the obligation to pay an Earn-out Payment to Sellers shall not obligate Buyer to pay any preceding or subsequent Earn-out Payment. Notwithstanding any other provision contained in this Agreement, each Seller's right to receive his or her portion of any Earn-out Payment that becomes due and payable hereunder is expressly conditioned upon the following: (i) each Seller is not in Material Breach of this Agreement, (ii) Nicola is not in Material Breach of the Goodwill Purchase Agreement (as Material Breach is defined therein) and (iii) neither Seller has been terminated for Cause by MM Inc, TMG or an Affiliate thereof and has not quit such employ without Good Reason, in each case as of the date such Earn-out Payment is to be made by Buyer1.9.

Payment of Earn-Out Consideration. (a) Subject to the terms and conditions of this Agreement, at such times as provided in Section 2.05(d), Buyer shall pay to Sellers Seller with respect to each Calculation Period within the Earn-out Period in which the EBITDA Threshold has been achieved an aggregate amount, if any (each, an "Earn-out Payment"), equal to fifty percent (50%) of EBITDA for the corresponding Calculation Period; provided, that (x) in no event shall Buyer be obligated to pay Sellers Seller more than $10,000,000, together with the cash payable under the Goodwill Equity Purchase Agreement, in the aggregate in respect of all Calculation Periods during the Earn-out Period; and (y) in no event shall any Earn-out Payment (plus the amount, if any, payable under Section 2.05(h) in respect of the immediately preceding Earn-out Shortfall Calculation Period) exceed fifty percent (50%) of EBITDA for the corresponding Calculation Period. For the avoidance of doubt, if the EBITDA for a particular Calculation Period does not exceed the applicable EBITDA Threshold, no Earn-out Payment shall be due for such Calculation Period, except as expressly set forth in Section 2.05(h). . (b) On or before the date which is ninety (90) days after the last day of each Calculation Period (each such date, an "Earn-out Calculation Delivery Date"), Buyer shall prepare and deliver to Sellers Seller a written statement (in each case, an "Earn-out Calculation Statement") setting forth in reasonable detail its determination of EBITDA for the applicable Calculation Period and Buyer's calculation of the resulting Earn-out Payment, if any (in each case, an "Earn-out Calculation"). Sellers Seller shall have fifteen (15) Business Days after receipt of the Earn-out Calculation Statement for each Calculation Period (in each case, the "Review Period") to review the Earn-out Calculation Statement and the Earn-out Calculation set forth therein. During the Review Period, Sellers Seller and their her Representatives may inspect the respective books and records of Mission US and Mission UK during normal business hours at the respective offices of Mission US and Mission UK, in each case upon reasonable prior notice and solely for purposes reasonably related to the determinations of EBITDA and the resulting Earn-out Payment (if any). Prior to the expiration of the Review Period, Sellers Seller may object to the Earn-out Calculation set forth in the Earn-out Calculation Statement for the applicable Calculation Period by delivering a written notice of objection (an "Earn-out Calculation Objection Notice") to Buyer. Any Earn-out Calculation Objection Notice shall specify the items in the applicable Earn-out Calculation disputed by Sellers Seller and shall describe in reasonable detail the basis for such objection, as well as the amount in dispute. If Sellers fail Seller fails to deliver an Earn-out Calculation Objection Notice to Buyer prior to the expiration of the Review Period, then the Earn-out Calculation set forth in the Earn-out Calculation Statement shall be final and binding on the parties hereto and such failure shall constitute an indefeasible waiver of Sellers' Seller's ability to challenge such Earn-out Calculation. If Sellers Seller timely deliver delivers an Earn-out Calculation Objection Notice, Buyer and Sellers Seller shall negotiate in good faith to resolve the disputed items and agree upon the resulting amount of the EBITDA and the Earn-out Payment (if any) for the applicable Calculation Period. If Buyer and Sellers Seller are unable to reach agreement within thirty (30) days after such an Earn-out Calculation Objection Notice has been given, all unresolved disputed items shall be promptly referred to the Independent Accountant. The Independent Accountant shall be directed to render a written report on the unresolved disputed items with respect to the applicable Earn-out Calculation as promptly as practicable, but in no event longer than thirty (30) days after such submission to the Independent Accountant, and to resolve only those unresolved disputed items set forth in the Earn-out Calculation Objection Notice. If unresolved disputed items are submitted to the Independent Accountant, Buyer, on the one hand, Buyer and Sellers, on the other hand, Seller shall each furnish to the Independent Accountant such work papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Accountant may reasonably request. The Independent Accountant shall resolve the disputed items based solely on the applicable definitions and other terms in this Agreement and the presentations by Buyer, on the one hand, Buyer and Sellers, on the other hand Seller (and not by independent review). The resolution of the dispute and the calculation of EBITDA that is the subject of the applicable Earn-out Calculation Objection Notice by the Independent Accountant shall be final and binding on the parties hereto. The fees and expenses of the Independent Accountant shall be borne by Sellers, on the one hand, Seller and Buyer, on the other hand, Buyer in proportion to the amounts by which their respective calculations of EBITDA differ from EBITDA as finally determined by the Independent Accountant. - 19 - . (c) Except as set forth in Section 2.05(h), (i) Buyer's obligation to pay each of the Earn-out Payments to Sellers Seller in accordance with Section 2.05(a) is an independent obligation of Buyer and is not otherwise conditioned or contingent upon the satisfaction of any conditions precedent to any preceding or subsequent Earn-out Payment and (ii) the obligation to pay an Earn-out Payment to Sellers Seller shall not obligate Buyer to pay any preceding or subsequent Earn-out Payment. Notwithstanding any other provision contained in this Agreement, each Seller's right to receive his or her portion of any Earn-out Payment that becomes due and payable hereunder is expressly conditioned upon the following: (i) each Seller is not in Material Breach of this Agreement, (ii) Nicola neither Seller nor Xxxxx is not in Material Breach of the Goodwill Equity Purchase Agreement (as Material Breach is defined therein) and (iii) neither Seller nor Xxxxx has been terminated for Cause by MM Inc, TMG or an Affiliate thereof and neither Seller nor Xxxxx has not quit such employ employment by TMG or an Affiliate thereof without Good Reason, in each case as of the date such Earn-out Payment is to be made paid by Buyer. (d) Subject to Section 2.05(e), any Earn-out Payment that Buyer is required to pay pursuant to Section 2.05(a) hereof shall be paid in full no later than ten (10) Business Days following the date upon which the determination of EBITDA for the applicable Calculation Period becomes final and binding upon the parties as provided in Section 2.05(b) (including any final resolution of any dispute raised by Seller in an Earn-out Calculation Objection Notice). Buyer shall pay to Seller the applicable Earn-out Payment in cash by wire transfer of immediately available funds to the bank account designated in writing by Seller. (e) Subsequent to the Closing, at all times during the Earn-out Period (or until Seller has earned $10,000,000 of Earn-out Payments in the aggregate in respect of all Calculation Periods during the Earn-out Period), TMG and Buyer shall operate the respective businesses of Mission US, Mission UK and MM Ltd in the ordinary course of business consistent with the respective past practices of Mission US, Mission UK and MM Ltd, and will (except with the prior written consent of the Seller): (i) maintain separate books and records for the Business; (ii) generate appropriate stand-alone financial statements of the Business in order for all EBITDA to be calculated and reviewed in accordance with this Agreement; (iii) provide reasonable access and information to Seller so that Seller can monitor, from time to time, the ongoing financial performance of the Business; and (iv) promote and continue the operations of the Business with a view to the achievement of the maximization of EBITDA during the Earn-Out Period consistent with and subject to overall fair and reasonable enterprise wide objectives and policies. (f) Buyer shall have the right to withhold and set off against any amount otherwise due to be paid pursuant to this Section 2.05 the amount of any Losses to which any Buyer Indemnitee is entitled pursuant to Section 6.06 of this Agreement. (g) The parties hereto understand and agree that (i) the contingent rights to receive any Earn-out Payment shall not be represented by any form of certificate or other instrument, are not transferable, except by operation of Laws relating to descent and distribution, divorce and community property, and do not constitute an equity or ownership interest in Buyer, Mission US or Mission UK, (ii) Seller shall not have any rights as a security holder of Buyer, Mission US or Mission UK as a result of Seller's contingent right to receive any Earn-out Payment hereunder and (iii) no interest is payable with respect to any Earn-out Payment. (h) With respect to each Calculation Period (other than the Calculation Period ending December 31, 2023, if applicable), in the event that an Earn-out Shortfall exists in respect thereof (an "Earn-out Shortfall Calculation Period") and EBITDA for the immediately succeeding Calculation Period exceeds the sum of (A) the EBITDA Threshold for such succeeding Calculation Period plus (B) the amount of such Earn-out Shortfall (the amount of such excess, if any, is referred to herein as the "Earn-out Excess"), then Seller shall be entitled to receive an Earn-Out Payment in respect of such Earn-out Shortfall Calculation Period, which Earn-Out Payment shall be calculated as though the EBITDA for such Earn-out Shortfall Calculation Period was the sum of (A) the actual EBITDA for such Earn-out Shortfall Calculation Period plus (B) the Earn-out Excess of the immediately succeeding Calculation Period. The foregoing provisions of this Section 2.05(h) are subject to the provisions set forth in Section 2.05(a), including, but not limited to, clause (y) thereof.

Payment of Earn-Out Consideration. (a) Subject to the terms and conditions of this Agreement, at such times as provided in Section 2.05(d), Buyer shall pay to Sellers Seller with respect to each Calculation Period within the Earn-out Period in which the EBITDA Threshold has been achieved an aggregate amount, if any (each, an "Earn-out Payment"), equal to fifty percent (50%) of EBITDA for the corresponding Calculation Period; provided, that (x) in no event shall Buyer be obligated to pay Sellers Seller more than $10,000,000, together with the cash payable under the Goodwill Equity Purchase Agreement, in the aggregate in respect of all Calculation Periods during the Earn-out Period; and (y) in no event shall any Earn-out Payment (plus the amount, if any, payable under Section 2.05(h) in respect of the immediately preceding Earn-out Shortfall Calculation Period) exceed fifty percent (50%) of EBITDA for the corresponding Calculation Period. For the avoidance of doubt, if the EBITDA for a particular Calculation Period does not exceed the applicable EBITDA Threshold, no Earn-out Payment shall be due for such Calculation Period, except as expressly set forth in Section 2.05(h). - 14 - (b) On or before the date which is ninety (90) days after the last day of each Calculation Period (each such date, an "Earn-out Calculation Delivery Date"), Buyer shall prepare and deliver to Sellers Seller a written statement (in each case, an "Earn-out Calculation Statement") setting forth in reasonable detail its determination of EBITDA for the applicable Calculation Period and Buyer's calculation of the resulting Earn-out Payment, if any (in each case, an "Earn-out Calculation"). Sellers Seller shall have fifteen (15) Business Days after receipt of the Earn-out Calculation Statement for each Calculation Period (in each case, the "Review Period") to review the Earn-out Calculation Statement and the Earn-out Calculation set forth therein. During the Review Period, Sellers Seller and their her Representatives may inspect the respective books and records of Mission US and Mission UK during normal business hours at the respective offices of Mission US and Mission UK, in each case upon reasonable prior notice and solely for purposes reasonably related to the determinations of EBITDA and the resulting Earn-out Payment (if any). Prior to the expiration of the Review Period, Sellers Seller may object to the Earn-out Calculation set forth in the Earn-out Calculation Statement for the applicable Calculation Period by delivering a written notice of objection (an "Earn-out Calculation Objection Notice") to Buyer. Any Earn-out Calculation Objection Notice shall specify the items in the applicable Earn-out Calculation disputed by Sellers Seller and shall describe in reasonable detail the basis for such objection, as well as the amount in dispute. If Sellers fail Seller fails to deliver an Earn-out Calculation Objection Notice to Buyer prior to the expiration of the Review Period, then the Earn-out Calculation set forth in the Earn-out Calculation Statement shall be final and binding on the parties hereto and such failure shall constitute an indefeasible waiver of Sellers' Seller's ability to challenge such Earn-out Calculation. If Sellers Seller timely deliver delivers an Earn-out Calculation Objection Notice, Buyer and Sellers Seller shall negotiate in good faith to resolve the disputed items and agree upon the resulting amount of the EBITDA and the Earn-out Payment (if any) for the applicable Calculation Period. If Buyer and Sellers Seller are unable to reach agreement within thirty (30) days after such an Earn-out Calculation Objection Notice has been given, all unresolved disputed items shall be promptly referred to the Independent Accountant. The Independent Accountant shall be directed to render a written report on the unresolved disputed items with respect to the applicable Earn-out Calculation as promptly as practicable, but in no event longer than thirty (30) days after such submission to the Independent Accountant, and to resolve only those unresolved disputed items set forth in the Earn-out Calculation Objection Notice. If unresolved disputed items are submitted to the Independent Accountant, Buyer, on the one hand, Buyer and Sellers, on the other hand, Seller shall each furnish to the Independent Accountant such work papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Accountant may reasonably request. The Independent Accountant shall resolve the disputed items based solely on the applicable definitions and other terms in this Agreement and the presentations by Buyer, on the one hand, Buyer and Sellers, on the other hand Seller (and not by independent review). The resolution of the dispute and the calculation of EBITDA that is the subject of the applicable Earn-out Calculation Objection Notice by the Independent Accountant shall be final and binding on the parties hereto. The fees and expenses of the Independent Accountant shall be borne by Sellers, on the one hand, Seller and Buyer, on the other hand, Buyer in proportion to the amounts by which their respective calculations of EBITDA differ from EBITDA as finally determined by the Independent Accountant. - 19 - . (c) Except as set forth in Section 2.05(h), (i) Buyer's obligation to pay each of the Earn-out Payments to Sellers Seller in accordance with Section 2.05(a) is an independent obligation of Buyer and is not otherwise conditioned or contingent upon the satisfaction of any conditions precedent to any preceding or subsequent Earn-out Payment and (ii) the obligation to pay an Earn-out Payment to Sellers Seller shall not obligate Buyer to pay any preceding or subsequent Earn-out Payment. Notwithstanding any other provision contained in this Agreement, each Seller's right to receive his or her portion of any Earn-out Payment that becomes due and payable hereunder is expressly conditioned upon the following: (i) each Seller is not in Material Breach of this Agreement, (ii) Nicola neither Seller nor Xxxxx is not in Material Breach of the Goodwill Equity Purchase Agreement (as Material Breach is defined therein) and (iii) neither Seller nor Xxxxx has been terminated for Cause by MM Inc, TMG or an Affiliate thereof and neither Seller nor Xxxxx has not quit such employ employment by TMG or an Affiliate thereof without Good Reason, in each case as of the date such Earn-out Payment is to be made paid by Buyer. (d) Subject to Section 2.05(e), any Earn-out Payment that Buyer is required to pay pursuant to Section 2.05(a) hereof shall be paid in full no later than ten (10) Business Days following the date upon which the determination of EBITDA for the applicable Calculation Period becomes final and binding upon the parties as provided in Section 2.05(b) (including any final resolution of any dispute raised by Seller in an Earn-out Calculation Objection Notice). Buyer shall pay to Seller the applicable Earn-out Payment in cash by wire transfer of immediately available funds to the bank account designated in writing by Seller. - 15 - (e) Subsequent to the Closing, at all times during the Earn-out Period (or until Seller has earned $10,000,000 of Earn-out Payments in the aggregate in respect of all Calculation Periods during the Earn-out Period), TMG and Buyer shall operate the respective businesses of Mission US, Mission UK and MM Ltd in the ordinary course of business consistent with the respective past practices of Mission US, Mission UK and MM Ltd, and will (except with the prior written consent of the Seller): (i) maintain separate books and records for the Business; (ii) generate appropriate stand-alone financial statements of the Business in order for all EBITDA to be calculated and reviewed in accordance with this Agreement; (iii) provide reasonable access and information to Seller so that Seller can monitor, from time to time, the ongoing financial performance of the Business; and (iv) promote and continue the operations of the Business with a view to the achievement of the maximization of EBITDA during the Earn-Out Period consistent with and subject to overall fair and reasonable enterprise wide objectives and policies.

Payment of Earn-Out Consideration. (a) Subject to the terms and conditions of this Agreement, at such times as provided in Section 2.05(d), Buyer shall pay to Sellers with respect to each Calculation Period within the Earn-out Period in which the EBITDA Threshold has been achieved an aggregate amount, if any (each, an "Earn-out Payment"), equal to fifty percent (50%) of EBITDA for the corresponding Calculation Period; provided, that (x) in no event shall Buyer be obligated to pay Sellers more than $10,000,000, together with the cash payable under the Goodwill Purchase Agreement, in the aggregate in respect of all Calculation Periods during the Earn-out Period; and (y) in no event shall any Earn-out Payment (plus the amount, if any, payable under Section 2.05(h) in respect of the immediately preceding Earn-out Shortfall Calculation Period) exceed fifty percent (50%) of EBITDA for the corresponding Calculation Period. For the avoidance of doubt, if the EBITDA for a particular Calculation Period does not exceed the applicable EBITDA Threshold, no Earn-out Payment shall be due for such Calculation Period, except as expressly set forth in Section 2.05(h). . (b) On or before the date which is ninety (90) days after the last day of each Calculation Period (each such date, an "Earn-out Calculation Delivery Date"), Buyer shall prepare and deliver to Sellers a written statement (in each case, an "Earn-out Calculation Statement") setting forth in reasonable detail its determination of EBITDA for the applicable Calculation Period and Buyer's calculation of the resulting Earn-out Payment, if any (in each case, an "Earn-out Calculation"). Sellers shall have fifteen (15) Business Days after receipt of the Earn-out Calculation Statement for each Calculation Period (in each case, the "Review Period") to review the Earn-out Calculation Statement and the Earn-out Calculation set forth therein. During the Review Period, Sellers and their Representatives may inspect the respective books and records of Mission US and Mission UK during normal business hours at the respective offices of Mission US and Mission UK, in each case upon reasonable prior notice and solely for purposes reasonably related to the determinations of EBITDA and the resulting Earn-out Payment (if any). Prior to the expiration of the Review Period, Sellers may object to the Earn-out Calculation set forth in the Earn-out Calculation Statement for the applicable Calculation Period by delivering a written notice of objection (an "Earn-out Calculation Objection Notice") to Buyer. Any Earn-out Calculation Objection Notice shall specify the items in the applicable Earn-out Calculation disputed by Sellers and shall describe in reasonable detail the basis for such objection, as well as the amount in dispute. If Sellers fail to deliver an Earn-out Calculation Objection Notice to Buyer prior to the expiration of the Review Period, then the Earn-out Calculation set forth in the Earn-out Calculation Statement shall be final and binding on the parties hereto and such failure shall constitute an indefeasible waiver of Sellers' ability to challenge such Earn-out Calculation. If Sellers timely deliver an Earn-out Calculation Objection Notice, Buyer and Sellers shall negotiate in good faith to resolve the disputed items and agree upon the resulting amount of the EBITDA and the Earn-out Payment (if any) for the applicable Calculation Period. If Buyer and Sellers are unable to reach agreement within thirty (30) days after such an Earn-out Calculation Objection Notice has been given, all unresolved disputed items shall be promptly referred to the Independent Accountant. The Independent Accountant shall be directed to render a written report on the unresolved disputed items with respect to the applicable Earn-out Calculation as promptly as practicable, but in no event longer than thirty (30) days after such submission to the Independent Accountant, and to resolve only those unresolved disputed items set forth in the Earn-out Calculation Objection Notice. If unresolved disputed items are submitted to the Independent Accountant, Buyer, on the one hand, and Sellers, on the other hand, shall each furnish to the Independent Accountant such work papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Accountant may reasonably request. The Independent Accountant shall resolve the disputed items based solely on the applicable definitions and other terms in this Agreement and the presentations by Buyer, on the one hand, and Sellers, on the other hand (and not by independent review). The resolution of the dispute and the calculation of EBITDA that is the subject of the applicable Earn-out Calculation Objection Notice by the Independent Accountant shall be final and binding on the parties hereto. The fees and expenses of the Independent Accountant shall be borne by Sellers, on the one hand, and Buyer, on the other hand, in proportion to the amounts by which their respective calculations of EBITDA differ from EBITDA as finally determined by the Independent Accountant. - 19 - . (c) Except as set forth in Section 2.05(h), (i) Buyer's obligation to pay each of the Earn-out Payments to Sellers in accordance with Section 2.05(a) is an independent obligation of Buyer and is not otherwise conditioned or contingent upon the satisfaction of any conditions precedent to any preceding or subsequent Earn-out Payment and (ii) the obligation to pay an Earn-out Payment to Sellers shall not obligate Buyer to pay any preceding or subsequent Earn-out Payment. Notwithstanding any other provision contained in this Agreement, each Seller's right to receive his or her portion of any Earn-out Payment that becomes due and payable hereunder is expressly conditioned upon the following: (i) each Seller is not in Material Breach of this Agreement, (ii) Nicola is not in Material Breach of the Goodwill Purchase Agreement (as Material Breach is defined therein) and (iii) neither Seller has been terminated for Cause by MM Inc, TMG or an Affiliate thereof and has not quit such employ without Good Reason, in each case as of the date such Earn-out Payment is to be made by Buyer. (d) Subject to Section 2.05(e), any Earn-out Payment that Buyer is required to pay pursuant to Section 2.05(a) or Section 2.05(h) hereof shall be paid in full no later than ten (10) Business Days following the date upon which the determination of EBITDA for the applicable Calculation Period becomes final and binding upon the parties as provided in Section 2.05(b) (including any final resolution of any dispute raised by Sellers in an Earn-out Calculation Objection Notice). Buyer shall pay to Sellers the applicable Earn-out Payment in cash by wire transfer of immediately available funds to the bank account designated in writing by Sellers. (e) Subsequent to the Closing, at all times during the Earn-Out Period (or until Sellers have earned $10,000,000, together with the cash payable under the Goodwill Purchase, of Earn-out Payments in the aggregate in respect of all Calculation Periods during the Earn-out Period), TMG and Buyer shall operate the respective businesses of Mission US, Mission UK and MM Ltd in the ordinary course of business consistent with the respective past practices of Mission US, Mission UK and MM Ltd, and will (except with the prior written consent of the Sellers): (i) maintain separate books and records for the Business; (ii) generate appropriate stand-alone financial statements of the Business in order for all EBITDA to be calculated and reviewed in accordance with this Agreement; (iii) provide reasonable access and information to Sellers so that Sellers can monitor, from time to time, the ongoing financial performance of the Business; and (iv) promote and continue the operations of the Business with a view to the achievement of the maximization of EBITDA during the Earn-Out Period consistent with and subject to overall fair and reasonable enterprise wide objectives and policies. (f) Buyer shall have the right to withhold and set off against any amount otherwise due to be paid pursuant to this Section 2.05 the amount of any Losses to which any Buyer Indemnitee is entitled pursuant to Section 9.06 of this Agreement. (g) The parties hereto understand and agree that (i) the contingent rights to receive any Earn-out Payment shall not be represented by any form of certificate or other instrument, are not transferable, except by operation of Laws relating to descent and distribution, divorce and community property, and do not constitute an equity or ownership interest in Buyer, Mission US or Mission UK, (ii) each Seller shall not have any rights as a security holder of Buyer, Mission US or Mission UK as a result of such Seller's contingent right to receive any Earn-out Payment hereunder and (iii) no interest is payable with respect to any Earn-out Payment. (h) With respect to each Calculation Period (other than the Calculation Period ending December 31, 2023, if applicable), in the event that an Earn-out Shortfall exists in respect thereof (an "Earn-out Shortfall Calculation Period") and EBITDA for the immediately succeeding Calculation Period exceeds the sum of (A) the EBITDA Threshold for such succeeding Calculation Period plus (B) the amount of such Earn-out Shortfall (the amount of such excess, if any, is referred to herein as the "Earn-out Excess"), then Sellers shall be entitled to receive an Earn-Out Payment in respect of such Earn-out Shortfall Calculation Period, which Earn-Out Payment shall be calculated as though the EBITDA for such Earn-out Shortfall Calculation Period was the sum of (A) the actual EBITDA for such Earn-out Shortfall Calculation Period plus (B) the Earn-out Excess of the immediately succeeding Calculation Period. The foregoing provisions of this Section 2.05(h) are subject to the provisions set forth in Section 2.05(a), including, but not limited to, clause (y) thereof.

Payment of Earn-Out Consideration. (a) Subject Each installment of the Earn-Out Consideration will be payable within sixty (60) days following the end of each respective Earn-Out Period. The eligibility for Earn-Out Consideration will not be contingent on continued employment of the Stockholders by Buyer. Buyer’s obligation to pay Earn-Out Consideration will be subordinate in ranking and payment to Buyer’s credit facilities and notes. (b) If any Earn-Out Consideration is payable with respect to any Earn-Out Period, on or before sixty (60) days following the terms and conditions end of this Agreement, at such times as provided in Section 2.05(d)Earn-Out Period, Buyer shall pay by wire transfer of immediately available funds such Earn-Out Consideration to Sellers Seller Representative for the benefit of the Stockholders; provided that if there is a dispute with respect to each Calculation Period within the such Earn-out Period Out Consideration, the amount not in which dispute shall be paid as provided above and payment of the EBITDA Threshold has been achieved an aggregate amount, if portion in dispute shall be deferred until resolution of the final dispute. (c) If at the time that any (each, an "Earn-out Payment")Out Consideration is due and payable to Seller Representative under this Agreement, equal (i) Buyer or any Buyer Indemnitee is entitled to fifty percent (50%) of EBITDA for the corresponding Calculation Period; provided, that (x) in no event shall Buyer be obligated to pay Sellers more than $10,000,000, together with the cash payable receive from any Seller Party an amount under the Goodwill Purchase Agreement, including, but not limited to, an amount under Article V of the Purchase Agreement (Indemnification), or (ii) Buyer or any Buyer Indemnitee has made a claim for any such amount that remains unresolved, then Buyer may, in the aggregate circumstance described in respect of all Calculation Periods during the Earn-out Period; and clause (y) in no event shall any Earn-out Payment (plus the amount, if any, payable under Section 2.05(h) in respect of the immediately preceding Earn-out Shortfall Calculation Period) exceed fifty percent (50%) of EBITDA for the corresponding Calculation Period. For the avoidance of doubt, if the EBITDA for a particular Calculation Period does not exceed the applicable EBITDA Threshold, no Earn-out Payment shall be due for such Calculation Period, except as expressly set forth in Section 2.05(h). (b) On or before the date which is ninety (90) days after the last day of each Calculation Period (each such date, an "Earn-out Calculation Delivery Date"i), Buyer shall prepare and deliver to Sellers a written statement (in each case, an "Earn-out Calculation Statement") setting forth in reasonable detail its determination of EBITDA for the applicable Calculation Period and Buyer's calculation of the resulting Earn-out Payment, if any (in each case, an "Earn-out Calculation"). Sellers shall have fifteen (15) Business Days after receipt retain that portion of the Earn-out Calculation Statement for each Calculation Period (in each case, Out Consideration equal to the "Review Period") amount to review which Buyer or any Buyer Indemnitee is entitled under the Earn-out Calculation Statement and the Earn-out Calculation set forth therein. During the Review Period, Sellers and their Representatives may inspect the respective books and records of Mission US and Mission UK during normal business hours at the respective offices of Mission US and Mission UKPurchase Agreement and, in each the case upon reasonable prior notice and solely for purposes reasonably related to the determinations of EBITDA and the resulting Earn-out Payment (if any). Prior to the expiration of the Review Period, Sellers may object to the Earn-out Calculation set forth circumstance described in the Earn-out Calculation Statement for the applicable Calculation Period by delivering a written notice of objection clause (an "Earn-out Calculation Objection Notice") to Buyer. Any Earn-out Calculation Objection Notice shall specify the items in the applicable Earn-out Calculation disputed by Sellers and shall describe in reasonable detail the basis for such objection, as well as the amount in dispute. If Sellers fail to deliver an Earn-out Calculation Objection Notice to Buyer prior to the expiration of the Review Period, then the Earn-out Calculation set forth in the Earn-out Calculation Statement shall be final and binding on the parties hereto and such failure shall constitute an indefeasible waiver of Sellers' ability to challenge such Earn-out Calculation. If Sellers timely deliver an Earn-out Calculation Objection Notice, Buyer and Sellers shall negotiate in good faith to resolve the disputed items and agree upon the resulting amount of the EBITDA and the Earn-out Payment (if any) for the applicable Calculation Period. If Buyer and Sellers are unable to reach agreement within thirty (30) days after such an Earn-out Calculation Objection Notice has been given, all unresolved disputed items shall be promptly referred to the Independent Accountant. The Independent Accountant shall be directed to render a written report on the unresolved disputed items with respect to the applicable Earn-out Calculation as promptly as practicable, but in no event longer than thirty (30) days after such submission to the Independent Accountant, and to resolve only those unresolved disputed items set forth in the Earn-out Calculation Objection Notice. If unresolved disputed items are submitted to the Independent Accountant, Buyer, on the one hand, and Sellers, on the other hand, shall each furnish to the Independent Accountant such work papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Accountant may reasonably request. The Independent Accountant shall resolve the disputed items based solely on the applicable definitions and other terms in this Agreement and the presentations by Buyer, on the one hand, and Sellers, on the other hand (and not by independent review). The resolution of the dispute and the calculation of EBITDA that is the subject of the applicable Earn-out Calculation Objection Notice by the Independent Accountant shall be final and binding on the parties hereto. The fees and expenses of the Independent Accountant shall be borne by Sellers, on the one hand, and Buyer, on the other hand, in proportion to the amounts by which their respective calculations of EBITDA differ from EBITDA as finally determined by the Independent Accountant. - 19 - (c) Except as set forth in Section 2.05(hii), (i) Buyer's obligation to pay each withhold, until such time as such claim is resolved, that portion of the Earn-out Payments Out Consideration equal to Sellers the amount then in accordance with Section 2.05(a) dispute, until such time as such dispute is an independent obligation finally resolved, and thereafter retain that portion of the Earn- Out Consideration equal to the amount to which Buyer or any Buyer Indemnitee is finally entitled pursuant to the Purchase Agreement. The foregoing rights of Buyer in this Paragraph 2(c) are in addition to and is not otherwise conditioned in no way limit any other terms in the Purchase Agreement relating to the Buyer’s right to withhold or contingent upon the satisfaction offset payment of any conditions precedent to any preceding or subsequent due Earn-out Payment and (ii) the obligation to pay an Earn-out Payment to Sellers shall not obligate Buyer to pay any preceding or subsequent Earn-out Payment. Notwithstanding any other provision contained in this Agreement, each Seller's right to receive his or her portion of any Earn-out Payment that becomes due and payable hereunder is expressly conditioned upon the following: (i) each Seller is not in Material Breach of this Agreement, (ii) Nicola is not in Material Breach of the Goodwill Purchase Agreement (as Material Breach is defined therein) and (iii) neither Seller has been terminated for Cause by MM Inc, TMG or an Affiliate thereof and has not quit such employ without Good Reason, in each case as of the date such Earn-out Payment is to be made by BuyerOut Consideration.