Common use of Contingent Consideration Clause in Contracts

Contingent Consideration. (a) Subject to paragraph (b) of this Section 3.1A, in addition to the shares of FAC Common Stock to be issued in exchange for shares of Charter Common Stock pursuant to the provisions of 5 Section 3.1 (c) of this Agreement, each Charter Stockholder shall be entitled to receive an additional number of shares of FAC Common Stock, rounded down to the nearest number of whole shares, equal to the product of the number of shares of Charter Common Stock held by such Charter Stockholder immediately prior to the Effective Time and the Per Share Recovery Ratio. Shares of FAC Common Stock, if any, described in this Section 3.1A are hereinafter referred to as "Contingent Shares." In the event that the circumstances described in paragraph (b) of this Section 3.1A arise, then each Charter Stockholder shall be entitled to receive the consideration described in such paragraph (b), if any, in lieu of any FAC Common Stock. (b) In the event that (i) a consolidation, merger or acquisition of FAC with, into or by another corporation ("Acquiror"), other than a transaction pursuant to which FAC is the surviving entity and which does not result in a reclassification of the outstanding shares of FAC Common Stock into shares of other stock, cash or other securities or property has been consummated prior to the fifth anniversary of the Effective Time, and (ii) the last payment constituting Goodwill Litigation Recovery is received after the consummation of a transaction described in (i) above but before the fifth anniversary of the Effective Time, then each Charter Stockholder shall be entitled to receive, at the election of Acquiror, either cash or shares of the Acquiror's capital stock, or a combination of cash and shares of the Acquiror's capital stock, having a value equaling the product of (A) fifty percent (50%) of Net Goodwill Litigation Recovery divided by the number of shares of Charter Common Stock issued and outstanding immediately prior to the Effective Time and (B) the number of shares of Charter Common Stock held by such Charter Stockholder immediately prior to the Effective Time ("Acquiror Consideration"); provided, however, that no Acquiror Consideration shall be distributable to the Charter Stockholders unless the aggregate value of such Acquiror Consideration would equal or exceed the product of Two Dollars ($2.00) and the number of shares of Charter Common Stock issued and outstanding immediately prior to the 6

Contingent Consideration. (a) Subject As additional consideration, the Buyer will pay, or cause to paragraph (b) of this Section 3.1Abe paid, in addition to the shares of FAC Common Stock to be issued Sellers as set forth in exchange for shares of Charter Common Stock pursuant to the provisions of 5 Section 3.1 (c1.3(a) of this Agreement, each Charter Stockholder shall be entitled to receive an additional number amount of shares of FAC Common Stock, rounded down to the nearest number of whole shares, consideration equal to the product of the number of shares of Charter Common Stock held by such Charter Stockholder immediately prior to the Effective Time and the Per Share Recovery Ratio. Shares of FAC Common Stock, if any, described in this Section 3.1A are hereinafter referred to as "Contingent Shares." In the event that the circumstances described in paragraph (b) of this Section 3.1A arise, then each Charter Stockholder shall be entitled to receive the consideration described in such paragraph (b)Consideration, if any, in lieu accordance with the terms of any FAC Common Stockthis Section 1.7. The Contingent Consideration, if any, paid to Sellers pursuant to this Section 1.7 will be treated as an adjustment to the Purchase Price. (b) In The Buyer will deliver to the Sellers a statement setting forth the Buyer’s calculation, in reasonable detail, of the Contingent Consideration and Incremental EBITDA for the fiscal year ended December 31, 2021 (the “Contingent Consideration Statement”) as soon as reasonably practicable, but in any event that no later than April 15, 2022 (ithe “Statement Delivery Date”). The Buyer will provide to the Sellers reasonable supporting documentation for the calculation of the amounts set forth in the Contingent Consideration Statement. The Sellers may review the work papers used in the preparation of the Buyer’s calculation of the amounts set forth in the Contingent Consideration Statement, and the Buyer will make available to the Sellers all such work papers and other documents related thereto as may be reasonably requested by the Sellers. If the Sellers disagree with the Contingent Consideration Statement, then the Sellers will give written notice (an “Objection Notice”) a consolidationto the Buyer within thirty (30) days after the delivery of the Contingent Consideration Statement by the Buyer to the Sellers (the “Objection Period”), merger specifying in reasonable detail the disputed items or acquisition amounts in the Contingent Consideration Statement (the “Disputed Items”), and the Sellers will be deemed to have agreed with all other items and amounts contained in the Contingent Consideration Statement. If the Sellers do not deliver an Objection Notice within the Objection Period, then the Sellers will be deemed to have agreed entirely with the determination of FAC withthe Contingent Consideration as set forth by the Buyer in the Contingent Consideration Statement. If an Objection Notice is delivered in accordance with the terms of this Section 1.7(b), into the Buyer and the Sellers will, during the thirty (30) days following delivery of such Objection Notice, use commercially reasonable, good faith efforts to reach agreement on the Disputed Items. If after such thirty (30)-day period, the Buyer and the Sellers are unable to reach agreement on the Disputed Items, they will promptly cause the Valuation Firm to review this Agreement, the Contingent Consideration Statement and the Disputed Items for the purpose of calculating the Contingent Consideration, and the terms of Section 1.6(a) shall apply mutatis mutandis to the Valuation Firm’s determination of the Contingent Consideration and the payment of the Valuation firm’s fees and expenses related thereto. (c) Subject to the terms and conditions of this Agreement, within five (5) Business Days following the resolution of the Disputed Items, the Buyer will pay, or cause to be paid, to the Sellers (as additional consideration for the Units) an amount equal to the Contingent Consideration (as finally determined pursuant to Section 1.7(b)), via wire transfer of immediately available funds to one or more accounts designated by the Sellers, or by another corporation ("Acquiror")such other method as may be agreed by the Buyer and the Equityholders; provided, other that in no event shall the Buyer be obligated to pay the Sellers more than a transaction pursuant Maximum Contingent Consideration; provided, further, that if the Incremental EBITDA is zero or negative, then the Buyer shall not be obligated to which FAC is the surviving entity pay, and which does not result in a reclassification none of the outstanding shares of FAC Common Stock into shares of other stock, cash or other securities or property has been consummated prior to the fifth anniversary of the Effective Time, and (ii) the last payment constituting Goodwill Litigation Recovery is received after the consummation of a transaction described in (i) above but before the fifth anniversary of the Effective Time, then each Charter Stockholder Sellers shall be entitled to receive, at the election of Acquiror, either cash or shares any Contingent Consideration. (d) None of the Acquiror's capital stockBuyer nor any of its Affiliates (including the Acquired Companies) will (x) take any action that is made for the primary purpose of minimizing the Contingent Consideration to be paid by the Buyer, or a combination of cash and shares of (y) from the Acquiror's capital stockClosing Date through December 31, having a value equaling 2021, prevent the product of Acquired Companies from operating in accordance with the operating expense budget for the fiscal year ended December 31, 2021 (A) fifty percent (50%) of Net Goodwill Litigation Recovery divided by as delivered to the number of shares of Charter Common Stock issued and outstanding immediately Buyer prior to the Effective Time date of this Agreement) in the ordinary course of business. The Sellers each acknowledge and agree that: (i) the Sellers’ sole and exclusive right under this Section 1.7 will be to receive, subject to the other terms of this Agreement, the Contingent Consideration, if any, if the conditions set forth in this Section 1.7 with respect thereto are satisfied; (ii) the Buyer will have the right to operate its business and that of its Affiliates (including the Acquired Companies) as it chooses, in its sole discretion, and neither the Buyer nor any of its Affiliates (including the Acquired Companies) is under any obligation to provide any specific level of investment or financial assistance to its business or to undertake any specific actions (or to refrain from taking any specific actions) with respect to the operation of its business; (iii) neither the Buyer nor any of its Affiliates is representing or warranting that any specific level of 2021 EBITDA will be achieved after the Closing nor will any of the Sellers have any claims against the Buyer or any of its Affiliates (including the Acquired Companies) arising from the failure to meet for any reason any level of 2021 EBITDA; and (Biv) all payments made under this Section 1.7 to, or as directed by, the number of shares of Charter Common Stock held by such Charter Stockholder immediately prior Sellers are being paid solely in consideration for the Units pursuant to the Effective Time transactions contemplated by this Agreement, and, except as otherwise required by a determination within the meaning of Section 1313 of the Code, neither the Sellers nor the Buyer will take a Tax position inconsistent with the foregoing ("Acquiror Consideration"other than, for avoidance of doubt, the treatment of any portion thereof as imputed interest). (e) With respect to any Contingent Consideration that is required to be paid by the Buyer to, or as directed by, the Sellers, the Buyer will have the right to set-off against such Contingent Consideration (or any portion thereof) any amount otherwise due and payable to the Buyer or its Affiliates, on the one hand, by the Sellers, on the other hand, pursuant to this Agreement or, with respect to any individual Seller, any ancillary document to which such Seller is a party. (f) Notwithstanding anything to the contrary contained herein, the obligations of the Buyer to make any payment of the Contingent Consideration hereunder, including, without limitation pursuant to this Section 1.7, are subordinate and junior to the prior payment and performance of any of Buyer’s obligations under any of its current or future credit facilities; provided, howeverthat Buyer will use commercially reasonable efforts to cause any of its future credit facilities to expressly permit the payment of the Contingent Consideration (if any) when and to the extent due and payable pursuant to this Section 1.7, that subject to any limitations required by a lender thereunder and, for the avoidance of doubt, the Buyer shall not be limited in its ability to obtain financing, or to agree to any terms the Buyer determines in its sole discretion are necessary or advisable to obtain the financing, after the Closing by this Section 1.7. So long as the Buyer or any Affiliate thereof is prohibited, in whole or in part, from making payments of the Contingent Consideration under this Agreement pursuant to the terms of such credit facilities or the rules of any public exchange, no Acquiror Consideration payment shall be distributable made by the Buyer or any of its Affiliates (and no Seller shall receive or accept any such payment) with respect to the Charter Stockholders Contingent Consideration unless and until the aggregate value Buyer is permitted under such credit facilities or such public exchange to make such payment. Any payment received by or on behalf of any Seller in violation of the foregoing shall be held in trust by such Acquiror recipient for the benefit of the lenders under such credit facility or facilities and any administrative agents for such lenders (the “Financing Parties”) or the Buyer, as applicable, and shall promptly be paid over to the Financing Parties or the Buyer, as applicable, by wire transfer of immediately available funds. Prior to the indefeasible payment in full in cash of all of the Buyer’s obligations under its credit facilities and termination of any commitments to extend credit under the Buyer’s credit facilities, no Seller shall take any action, without the prior written consent of the Financing Parties, to collect, enforce payment, or exercise any remedies with respect the Contingent Consideration would equal (whether pursuant to the terms of this Agreement or exceed otherwise) either at law or in equity, by judicial proceedings or otherwise. The provisions of this Section 1.7(f) are intended solely for the product benefit of Two Dollars the Financing Parties to define the relative rights of the Sellers, on the one hand, and the Financing Parties, on the other hand. Notwithstanding anything to the contrary set forth herein, including Section 11.2 ($2.00No Third-Party Beneficiaries) and the number of shares of Charter Common Stock issued and outstanding immediately prior to the 6Section 11.9 (

Contingent Consideration. (a) Subject to paragraph (b) of this Section 3.1A, in addition to As additional consideration for the shares of FAC Common Stock Stock, after the Effective Time, Buyer shall be required to be issued make certain payments (the “Contingent Payments”) to the Stockholder Representative for the account of the Stockholders in exchange for shares of Charter Common Stock pursuant accordance with and subject to the provisions of 5 Section 3.1 (c) of this Agreement, each Charter Stockholder shall be entitled to receive an additional number of shares of FAC Common Stock, rounded down to the nearest number of whole shares, equal to the product of the number of shares of Charter Common Stock held by such Charter Stockholder immediately prior to the Effective Time and the Per Share Recovery Ratio. Shares of FAC Common Stock, if any, described in this Section 3.1A are hereinafter referred 1.06. Notwithstanding the foregoing, Buyer shall in no event be required to as "make Contingent Shares." In the event that the circumstances described in paragraph (b) of Payments pursuant to this Section 3.1A arise, then each Charter Stockholder shall be entitled to receive 1.06 in an aggregate amount that exceeds $15,000,000.00 (the consideration described in such paragraph (b“Maximum Contingent Amount”), if any, in lieu of any FAC Common Stock. (b) In The amount of the Contingent Payments to be made by Buyer pursuant to this Section 1.06 shall be based on the Synergies realized by the Company Entities during the Contingent Payment Period, which shall be determined as follows: (i) As promptly as reasonably practicable after the Closing Date (but in no event later than April 30, 2013), Buyer shall (subject only to the provisions of Section 5.11(c)) take the actions specified in Schedule 1.06(b)(i) (it being understood that the selection of the specific actions to be taken pursuant to this paragraph (b)(i) shall be within the good faith discretion of Buyer) and upon the taking of such actions the Synergies realized by the Company Entities shall be as set forth in such Schedule; and (ii) As promptly as reasonably practicable after April 30, 2013 (but in any event within the time periods specified in Schedule 1.06(b)(ii)), Buyer shall (subject only to the provisions of Section 5.11(c)) take additional actions of the type specified in Schedule 1.06(b)(ii) (it being understood that the selection of the specific actions to be taken pursuant to this paragraph (b)(ii) shall be within the good faith discretion of Buyer) and upon the taking of such actions the Synergies realized by the Company Entities shall be as set forth in such Schedule. (c) Buyer shall be obligated to make Contingent Payments on the following dates (the “Contingent Payment Dates”): (i) 45 days after the end of Buyer’s fiscal year ending April 30, 2013; (ii) 45 days after the end of Buyer’s fiscal quarter ending January 31, 2014; (iii) 45 days after the end of Buyer’s fiscal quarter ending July 31, 2014. (d) On each Contingent Payment Date, Buyer shall pay to the Stockholder Representative for the account of the Stockholders an amount in cash equal to (i) the amount obtained by multiplying (x) $15,000,000 by (y) the Base Factor, minus (ii) the total amount of Contingent Payments previously made by Buyer pursuant to this Section 1.06. (e) On each Contingent Payment Date, Buyer shall deliver to the Stockholder Representative (i) a consolidation, merger or acquisition of FAC with, into or by another corporation ("Acquiror"), other than a transaction pursuant to which FAC is the surviving entity and which does not result in a reclassification copy of the outstanding shares of FAC Common Stock into shares of other stock, cash or other securities or property has been consummated prior to unaudited financial statements for the fifth anniversary Combined Business for the period commencing on the Closing Date and ending on the last day of the Effective Time, most recently completed fiscal quarter of Buyer and (ii) a statement setting forth in reasonable detail Buyer’s calculations of the Synergies and Contingent Payments for the period commencing on the Closing Date and ending on the last payment constituting Goodwill Litigation Recovery is received after the consummation of a transaction described in (i) above but before the fifth anniversary day of the Effective Timemost recently completed fiscal quarter of Buyer (a “Contingent Payment Statement”). Following delivery of any such financial statements and Contingent Payment Statement, then each Charter Buyer shall cooperate with the Stockholder shall be entitled to receiveRepresentative in its review of such financial statements and Contingent Payment Statement and, at without limiting the election of Acquiror, either cash or shares generality of the Acquiror's capital stockforegoing, or a combination shall (x) make available representatives of cash Buyer and shares the Surviving Corporation to answer questions with respect to such financial statements and Contingent Payment Statement, including any questions regarding the calculation of the Acquiror's capital stock, having a value equaling the product of (A) fifty percent (50%) of Net Goodwill Litigation Recovery divided by the number of shares of Charter Common Stock issued and outstanding immediately prior to the Effective Time and (B) the number of shares of Charter Common Stock held by such Charter Stockholder immediately prior to the Effective Time ("Acquiror Consideration"); provided, however, that no Acquiror Consideration shall be distributable to the Charter Stockholders unless the aggregate value of such Acquiror Consideration would equal or exceed the product of Two Dollars ($2.00) Synergies and the number of shares of Charter Common Stock issued and outstanding immediately prior to the 6Contingent Payments, and

Contingent Consideration. (a) Subject to paragraph (b) of this Section 3.1A, in addition to As additional consideration for the shares of FAC Common Stock to be issued in exchange for shares of Charter Common Stock pursuant to the provisions of 5 Section 3.1 (c) of this Agreement, each Charter Stockholder shall be entitled to receive an additional number of shares of FAC Common Stock, rounded down to the nearest number of whole shares, equal to the product purchase and sale of the number Purchased Shares, Buyer shall pay an amount of shares of Charter Common Stock held by such Charter Stockholder immediately prior to $2,000,000 (the Effective Time and the Per Share Recovery Ratio. Shares of FAC Common Stock, if any, described in this Section 3.1A are hereinafter referred to as "Contingent Shares." In Consideration") if, at any time within five (5) years from the event that Closing Date: (i) the circumstances described Facility becomes viable; or (ii) a Fundamental Change occurs in paragraph (b) respect of this Section 3.1A arise, then each Charter Stockholder shall be entitled to receive ▇▇▇▇ or the consideration described in such paragraph (b), if any, in lieu of any FAC Common StockCorporation. (b) In For purposes of Section 2.03(a)(i), the Facility will be deemed to be viable when [Redacted – Commercially Sensitive] Notwithstanding the foregoing, Buyer shall have the right, in its sole discretion, to pay the Contingent Consideration at anytime following the Closing. (c) Buyer shall pay the Contingent Consideration within five Business Days following the occurrence of the applicable event that in Section 2.03(a) (“Contingent Consideration Payment Date ”) by one of the following methods, as determined in its sole discretion: (i) by way of a consolidation, merger or acquisition cash payment to Seller by wire transfer of FAC with, into or immediately available funds in accordance with banking instructions provided by another corporation ("Acquiror"), other than a transaction pursuant to which FAC is the surviving entity and which does not result in a reclassification of the outstanding shares of FAC Common Stock into shares of other stock, cash or other securities or property has been consummated Seller at least three Business Days prior to the fifth anniversary date such payment is due; or (ii) subject to the approval of the Effective TimeCSE (or such other stock exchange where the Buyer Shares are listed at the time), if required, by the issuance and delivery to Seller, free and clear of all Encumbrances and resale restrictions, freely tradable immediately upon such delivery and registered as directed by Seller, that number of Buyer Shares as is equal to: (i) the amount of the Contingent Consideration; divided by (ii) the last payment constituting Goodwill Litigation Recovery is received after the consummation of a transaction described in (i) above but before the fifth anniversary VWAP of the Effective TimeBuyer Shares on the CSE for the 10 trading days ending on the day prior to the date of issuance. (d) For certainty, then each Charter Stockholder shall be entitled Buyer may elect to receive, pay the Contingent Consideration by way of Section 2.03(b)(ii) only if the CSE (or such other stock exchange where the Buyer Shares are listed at the election time) has provided any required approvals therefor, and Buyer Shares delivered thereby are immediately freely tradable (and not subject to any restricted period under National Instrument 45-102 – Resale of AcquirorSecurities) by Seller upon their issuance and delivery to Seller by Buyer. (e) Promptly after ▇▇▇▇▇ knows or has reason to believe an event under Section 2.03(a) is likely to occur, either cash or shares Buyer shall provide a written notice thereof to Seller. Buyer shall provide further written notice immediately once such event has occurred, which notice shall state the manner in which it has elected to pay the Contingent Consideration pursuant to Section 2.03(b) and in case it has elected to deliver Buyer Shares pursuant to Section 2.03(b)(ii), an estimate of the Acquiror's capital stock, or a combination of cash and shares of the Acquiror's capital stock, having a value equaling the product of (A) fifty percent (50%) of Net Goodwill Litigation Recovery divided by the number of shares of Charter Common Stock issued Buyer Shares, together with a request for wire transfer instructions, securities account information and outstanding immediately prior other particulars it may require to the Effective Time and (B) the number of shares of Charter Common Stock held by complete such Charter Stockholder immediately prior to the Effective Time ("Acquiror Consideration"); provided, however, that no Acquiror Consideration shall be distributable to the Charter Stockholders unless the aggregate value of such Acquiror Consideration would equal payment or exceed the product of Two Dollars ($2.00) and the number of shares of Charter Common Stock issued and outstanding immediately prior to the 6issuance.

Contingent Consideration. Buyer agrees to pay Seller additional, contingent consideration computed in accordance with this ss.2(g). (i) Subject to the other provisions of this ss.2(g)(i), commencing on the Closing Date and continuing through the earliest of (a) Subject the date Sybra enters into a lease for Unit #740 or for another location at the Park City Mall, Lancaster, Pe▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇ ▇▇▇▇ ▇▇ ▇▇▇ year or more and requires Sybra to paragraph make expenditures for tenant improvements in an amount in excess of $350,000 (a "Qualifying Lease"), (b) the date upon which Buyer pays in full all of the amounts due under ss.2(g)(ii) and/or ss.2(g)(iii), as applicable, Buyer shall pay Seller an amount equal to 50% of the Monthly Free Cash Flow of Unit #740 for each Fiscal Month, or portion thereof (the "Monthly Contingent Consideration"). Buyer shall pay all amounts due to Seller for Monthly Contingent Consideration under this Section 3.1Ass.2(g)(i) by wire transfer or delivery of other immediately available funds within 15 business days after the last business day of each such Fiscal Month, in addition or portion thereof; provided however, that with respect to the shares of FAC Common Stock to be issued in exchange for shares of Charter Common Stock pursuant to period commencing on the provisions of 5 Section 3.1 Closing Date and ending on July 31, 1997 (c) of this Agreementthe "Initial Period"), each Charter Stockholder no payments shall be entitled to receive due and payable until August 15, 1997 and, provided further, if Sybra enters into a Qualifying Lease within the Initial Period, no payments of Monthly Contingent Consideration under this ss.2(g)(i) shall be due or payable. If Sybra does not enter into a Qualifying Lease during the Initial Period, Buyer shall pay Seller on August 15, 1997 an additional number of shares of FAC Common Stock, rounded down to the nearest number of whole shares, aggregate amount equal to the product Monthly Contingent Consideration for each Fiscal Month during the Initial Period. If Sybra enters into a Qualifying Lease after the Initial Period, then any Monthly Contingent Consideration previously paid shall be reimbursed to Buyer by Seller by wire transfer or delivery of other immediately available funds within 15 business days after Buyer notifies Seller that Sybra has entered into a Qualifying Lease. (ii) In the event that, after the Closing Date, (a) Sybra enters into a lease for Unit #740 or for another location at the Park City Mall, Lancaster, Pennsylvania, or (b) Sybra has not been forced by the lessor to vacate Unit #740 on or before the second anniversary of the number Closing Date, Buyer shall pay Seller the sum of shares $2,000,000 (the "Lump Sum Contingent Consideration") on the second anniversary of Charter Common Stock held by the Closing Date (the "Determination Date"). At Buyer's option, if Sybra has not entered into a lease for Unit #740 or for another location at the Park City Mall, Lancaster, Pe▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ the lessor to vacate Unit #740 on or before the second anniversary of the Closing Date, the Determination Date may be extended from the second anniversary of the Closing Date to the third anniversary of the Closing Date, provided that Buyer shall have given Seller written notice of such Charter Stockholder immediately extension on or before 30 days prior to the Effective Time second anniversary of the Closing Date, and, provided further, that Buyer shall pay Seller an amount equal to 50% of the Monthly Free Cash Flow of Unit #740 for each Fiscal Month, or portion thereof (the "Additional Monthly Contingent Consideration"), during the period from the second anniversary of the Closing Date to the date of payment in full of the Lump Sum Contingent Consideration. In the event Buyer makes payments of Additional Monthly Contingent Consideration in respect of a Fiscal Month, no amounts shall be due from Buyer to Seller for Monthly Contingent Consideration for the same Fiscal Month. Buyer shall pay the Lump Sum Contingent Consideration to Seller by wire transfer or delivery of other immediately available funds within 5 business days after the Determination Date. Buyer shall pay all amounts due to Seller for Additional Monthly Contingent Consideration under this ss.2(g)(ii) by wire transfer or delivery of other immediately available funds within 15 business days after the last business day of each applicable Fiscal Month. Upon and after the Per Share Recovery Ratiodate of payment in full of all amounts due pursuant to this ss.2(g)(ii), Buyer shall not be obligated to pay Seller any amounts pursuant to ss.2(g)(iii). (iii) If, prior to the payment of the Lump Sum Contingent Consideration due pursuant to ss.2(g)(ii), (a) the lease in effect as of the Closing Date for Unit #740 is terminated and, as a result, Sybra is forced by the lessor to vacate Unit #740, and (b) Sybra has not entered into a lease for another location at the Park City Mall, Lancaster, Pe▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇n amount equal to 50% of the cumulative Monthly Free Cash Flow of Unit #740, calculated from the Closing Date to the date upon which Sybra vacates Unit #740 (the "Supplemental Consideration"). Shares Buyer shall pay the amount due for Supplemental Consideration pursuant to this ss.2(g)(iii) to Seller by wire transfer or delivery of FAC Common Stockother immediately available funds, if anywithin 5 business days after the date Buyer vacates Unit #740. Unless Buyer subsequently enters into a lease for another location at the Park City Mall, described Lancaster, Pennsyl▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇ayment in full of the Supplemental Consideration due pursuant to this Section 3.1A are hereinafter referred ss.2(g)(iii), Buyer shall not be obligated to as "pay Seller the Lump Sum Contingent Shares." Consideration pursuant to ss.2(g)(ii) nor, pursuant to ss.2(g)(i) and (ii), any amounts for Monthly Contingent Consideration or Additional Monthly Contingent Consideration for periods commencing after the date of such payment in full of the Supplemental Consideration due pursuant to this ss.2(g)(iii). In the event that Buyer subsequently enters into a lease for another location at the circumstances described in paragraph Park City Mall, Lancaster, Pennsyl▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ pay the Lump Sum Contingent Consideration due pursuant to ss.2(g)(ii) and, pursuant to ss.2(g)(i) and (b) of this Section 3.1A arise, then each Charter Stockholder shall be entitled to receive the consideration described in such paragraph (bii), if any, amounts due for Monthly Contingent Consideration or Additional Monthly Contingent Consideration for all periods prior to payment in lieu full of any FAC Common Stockthe Lump Sum Contingent Consideration pursuant to ss.2(g)(ii). (biv) In The foregoing notwithstanding, in the event that (i) Sybra's lease with respect to Unit #5666 is terminated as a consolidation, merger or acquisition result of FAC with, into or by another corporation ("Acquiror"), other than a transaction pursuant Seller's failure to which FAC is obtain the surviving entity and which does not result in a reclassification consent of the outstanding shares of FAC Common Stock into shares of other stock, cash or other securities or property has been consummated prior landlord for Unit #5666 with respect to the fifth anniversary of transactions contemplated by this Agreement, the Effective TimeLump Sum Contingent Consideration, if and (ii) the last payment constituting Goodwill Litigation Recovery is received after the consummation of a transaction described in (i) above but before the fifth anniversary of the Effective Timewhen due and payable to Seller, then each Charter Stockholder shall be entitled to receive, at the election of Acquiror, either cash or shares of the Acquiror's capital stock, or a combination of cash and shares of the Acquiror's capital stock, having a value equaling the product of (A) fifty percent (50%) of Net Goodwill Litigation Recovery divided reduced by the number of shares of Charter Common Stock issued and outstanding immediately prior to the Effective Time and (B) the number of shares of Charter Common Stock held by such Charter Stockholder immediately prior to the Effective Time ($158,000."Acquiror Consideration"); provided, however, that no Acquiror Consideration shall be distributable to the Charter Stockholders unless the aggregate value of such Acquiror Consideration would equal or exceed the product of Two Dollars ($2.00) and the number of shares of Charter Common Stock issued and outstanding immediately prior to the 6

Contingent Consideration. (a1) Subject to paragraph (b) of this Section 3.1A, in addition to If the shares of FAC Common Stock to be issued in exchange for shares of Charter Common Stock pursuant to the provisions of 5 Section 3.1 (c) of this Agreement, each Charter Stockholder Sale Date shall be entitled to receive an additional number of shares of FAC Common Stock, rounded down to the nearest number of whole shares, equal to the product of the number of shares of Charter Common Stock held by such Charter Stockholder immediately occur prior to the Effective Time Contingent Payment End Date, then no later than 45 Business Days following the Sale Date, or such longer period as shall be reasonably necessary to determine and provide an accounting for the Building Sale Net Proceeds, or at such time as otherwise mutually agreed upon by Parent and the Per Share Recovery Ratio. Shares of FAC Common Stock, if any, described in this Section 3.1A are hereinafter referred to as "Contingent Shares." In the event that the circumstances described in paragraph Former Member Representative (b) of this Section 3.1A arise, then each Charter Stockholder shall be entitled to receive the consideration described in such paragraph (b), if anybut, in lieu of any FAC Common Stock. (b) In no event on or after the event that (i) a consolidation, merger or acquisition of FAC with, into or by another corporation ("Acquiror"), other than a transaction pursuant to which FAC is the surviving entity and which does not result in a reclassification five-year anniversary of the outstanding shares of FAC Common Stock into shares of other stockClosing Date or, cash or other securities or property has been consummated unless Parent otherwise agrees, prior to the fifth anniversary 20th Business Day following the Closing Date), Parent shall deliver to each former holder of the Effective Time, and (ii) the last payment constituting Goodwill Litigation Recovery is received after the consummation of a transaction described in (i) above but before the fifth anniversary of the Effective Time, then each Charter Stockholder shall be entitled to receive, at the election of Acquiror, either cash or shares of the Acquiror's capital stock, or a combination of cash and shares of the Acquiror's capital stock, having a value equaling the product of (A) fifty percent (50%) of Net Goodwill Litigation Recovery divided by the number of shares of Charter Holdings Common Stock issued and outstanding immediately prior to the Effective Time and (B) the number as of shares of Charter Common Stock held by such Charter Stockholder immediately prior to the Effective Time ("Acquiror the “Former Members”), as additional consideration in the NYSE/AMEX Merger, a number of fully paid and nonassessable shares of Parent Common Stock equal to the Building Sale Exchange Ratio, rounded down to the nearest whole share (the “Contingent Consideration"”); , provided, however, that no Acquiror Consideration shall be distributable to the Charter Stockholders unless if the aggregate value of such Acquiror Consideration would equal or exceed the product of Two Dollars ($2.00) and the number of shares of Charter Parent Common Stock otherwise required to be issued pursuant to this Section 6.17 exceeds the aggregate number of shares of Parent Common Stock issued and outstanding immediately prior pursuant to Section 1.8(a) (such amount, as appropriately adjusted for any stock splits, combinations, reclassifications or other similar actions occurring after the Closing Date, the “Contingent Consideration Cap”), the aggregate number of shares to be issued pursuant to this Section 6.17 shall be equal to the 6Contingent Consideration Cap and the Contingent Consideration shall be reduced proportionately. (2) Parent’s obligation to issue the Contingent Consideration shall be conditioned on no court or other Governmental Entity of competent jurisdiction having enacted, issued, promulgated, enforced or entered any Order (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits or imposes any penalty (other than penalties which are absolute dollar amounts, which shall be included in Building Sale Costs and which shall not, together with all other Building Sale Costs, exceed the Gross Amount) upon the payment of the Contingent Consideration. If the Contingent Consideration shall not have been issued by the fifth anniversary of the Closing Date, neither Parent nor any of its Subsidiaries shall have any further obligation to issue the Contingent Consideration. (3) The right to receive the Contingent Consideration shall be non-transferable and non-assignable except by operation of Law.

Contingent Consideration. (a) Subject Promptly following a Final Earn-Out Payment Statement being deemed final and binding pursuant to paragraph (bSection 1.3(e) of this Annex B, Parent shall, subject to Section 3.1A, in addition to the shares of FAC Common Stock to be issued in exchange for shares of Charter Common Stock pursuant to the provisions of 5 Section 3.1 (c1.2(b) of this AgreementAnnex B, each Charter issue to the Holdings Stockholder shall be entitled to receive an additional that number of shares of FAC Common Stock, rounded down to the nearest number of whole shares, equal to the product of the number of shares of Charter Common Stock held by such Charter Stockholder immediately prior to the Effective Time and the Per Share Recovery Ratio. Shares of FAC Parent Common Stock, if any, described equal to the quotient resulting from (I)(x) the Earn-Out Multiple multiplied by (y) the lesser of (i) the average of the Adjusted Contribution Margins for each of the calendar years comprising the Performance Period and (ii) (A) $60,000,000 (sixty million dollars) less (B) (1) the sum of (X) the Incentive Consideration paid to the Holdings Stockholder and (Y) any bonus amounts paid in this respect of such Incentive Consideration to any of the Bonus Executives pursuant to the terms of Section 3.1A are hereinafter referred 1.4 of the Company Disclosure Letter (assuming the Incentive Consideration and such bonus amounts had been paid in cash) divided by (2) the Earn-Out Multiple, less (z) any bonus amounts payable in respect of such amount to as "Contingent Shares." In any of the event that Bonus Executives pursuant to the circumstances described in paragraph terms of Section 1.4 of the Company Disclosure Letter, divided by (bII) the Average Closing Price (such shares of this Section 3.1A ariseParent Common Stock, then each Charter Stockholder shall be entitled to receive the consideration described in such paragraph (b“Earn-Out Payment”). For the avoidance of doubt, if anyon the Test Date the average of the Adjusted Contribution Margins for the applicable period is a negative number, in lieu of any FAC Common Stockno Earn-Out Payment will be payable or due by Parent to the Holdings Stockholder. (b) In Notwithstanding the event that foregoing, if: (i) a consolidation, merger or acquisition the annualized total return for Parent over the Performance Period is less than the average of FAC with, into or by another corporation the annualized total return for each member of the Peer Group over the Performance Period ("Acquiror"the “Peer Group Total Return”), other then for each basis point by which the annualized total return of Parent is less than such Peer Group Total Return, the Contingent Consideration shall be reduced by one-eighth of a transaction pursuant to which FAC is percent (0.125%), but the surviving entity and which does Contingent Consideration shall not result be reduced by more than twenty-five percent (25%) in a reclassification of the outstanding shares of FAC Common Stock into shares of other stock, cash or other securities or property has been consummated prior to the fifth anniversary of the Effective Time, and total; and (ii) the last payment constituting Goodwill Litigation Recovery is received after Listing has not occurred on or prior to the consummation of a transaction described in third (i3rd) above but before the fifth anniversary of the Effective TimeClosing Date, then each Charter Stockholder the Contingent Consideration (whenever paid) shall be entitled to receive, at the election of Acquiror, either cash or shares of the Acquiror's capital stock, or a combination of cash reduced by twelve and shares of the Acquiror's capital stock, having a value equaling the product of (A) fifty one-half percent (5012.5%) of Net Goodwill Litigation Recovery divided by the number of shares of Charter Common Stock issued and outstanding immediately prior to the Effective Time and (B) the number of shares of Charter Common Stock held by such Charter Stockholder immediately prior to the Effective Time ("Acquiror Consideration"); provided, however, that no Acquiror Consideration shall be distributable to the Charter Stockholders unless the aggregate value of such Acquiror Consideration would equal or exceed the product of Two Dollars ($2.00) and the number of shares of Charter Common Stock issued and outstanding immediately prior to the 6.

Contingent Consideration. (a) Subject to paragraph (b) the ultimate sentence of this Section 3.1A7.6(a), upon the first occurrence of a MoM Measurement Event in which the SL MoM exceeds 3.0x (calculated without giving effect to the payment of any amount by the Applicable Payor pursuant to this Section 7.6(a)), the Applicable Payor shall pay, or cause to be paid, to the Intel Partners (pro rata in accordance with the aggregate number of Units held by each such Intel Partner) an aggregate amount, in addition to the shares of FAC Common Stock to be issued in exchange for shares of Charter Common Stock pursuant to the provisions of immediately available funds within five (5 Section 3.1 (c) of this Agreement, each Charter Stockholder shall be entitled to receive an additional number of shares of FAC Common Stock, rounded down to the nearest number of whole sharesBusiness Days, equal to the product lesser of (i) the number Contingent Consideration Obligation and (ii) such amount (if any), the payment of shares of Charter Common Stock held by such Charter Stockholder immediately prior which to the Effective Time and Intel Partners would result in the Per Share Recovery RatioSL MoM being equal to 3.0x (such lesser amount, the “Contingent Consideration Payment”). Shares of FAC Common Stock, if any, described in this Section 3.1A are hereinafter referred to as "Contingent Shares." In the event that the circumstances described Contingent Consideration Payment is less than the Contingent Consideration Obligation, then, upon the occurrence of a subsequent MoM Measurement Event (for the avoidance of doubt, other than a Company Sale) in paragraph which the SL MoM exceeds 3.0x (b) calculated without giving effect to the payment of any amount by the Applicable Payor pursuant to this Section 3.1A arise, then each Charter Stockholder shall be entitled to receive the consideration described 7.6(a) in respect of such paragraph (bMoM Measurement Event), the Applicable Payor shall pay, or cause to be paid, to the Intel Partners (pro rata in accordance with the aggregate number of Units held by each such Intel Partner) an aggregate amount equal to the lesser of (x) the then Remaining Contingent Obligation as of such MoM Measurement Event (if any) and (y) such amount (if any), the payment of which to the Intel Partners would result in lieu the SL MoM being equal to 3.0x, until such time as the Intel Partners shall have received an aggregate amount equal to the Contingent Consideration Obligation. For the avoidance of doubt, the maximum aggregate amount payable pursuant to this Section 7.6 in respect of all MoM Measurement Events is an amount equal to the Contingent Consideration Obligation. Notwithstanding the foregoing, upon the earlier of a MoM Measurement Event that is (i) a Company Sale occurring before an IPO (as set forth in clause (1) in the definition of “MoM Measurement Event”) or (ii) the date that is 12 months after the consummation of an IPO (as set forth in clause (4) in the definition of “MoM Measurement Event”), and following the Applicable Payor’s compliance with this Section 7.6(a), this Section 7.6(a) shall terminate in its entirety, and none of the SL Partners, the Company Entities nor any FAC Common Stockother Person shall have an obligation to pay any additional amount thereafter, even if less than the Contingent Consideration Obligation was paid (or no amount was due pursuant to this Section 7.6). (b) In the event of a Cash Company Sale, with the prior written consent of the Intel Partners, the SL Partners may cause one or more Company Entities to pay any amount due pursuant to Section 7.6(a) to the Intel Partners (pro rata in accordance with the aggregate number of Units held by each such Intel Partner) in satisfaction of the SL Partners’ payment obligations under Section 7.6(a) with respect to such Cash Company Sale; provided that such consent of the Intel Partners may not be unreasonably withheld, conditioned or delayed if such payments by the Company Entities are not less favorable from a financial and timing point of view to the Intel Partners than the SL Partners making the applicable payments in accordance with Section 7.6(a). (c) Payment of any portion of the Contingent Consideration Obligation to the Intel Partners shall not be subject to any counterclaim, set-off, abatement, deferment or defense based upon any claim that the SL Partners may have against any Intel Partner, any of the Company Entities or any other Person, and such obligation shall remain in full force and effect without regard to, and shall not be released, discharged or affected in any way by any circumstance or condition (whether or not the Purchaser shall have any knowledge thereof) other than the conditions set forth in Section 7.6(a). (d) If the Applicable Payor fails to promptly pay, or cause to be paid, any portion of any amount payable to the Intel Partners pursuant to Section 7.6(a) and no payment of such amount is made pursuant to Section 7.6(b), (i) the Applicable Payor shall also pay, or cause to be paid, any reasonable and documented out-of-pocket costs and expenses incurred by the Intel Partners in connection with a consolidationsuit, merger litigation or acquisition of FAC with, into or by another corporation ("Acquiror"), other than legal proceeding to enforce this Agreement that results in a transaction judgment against the Applicable Payor for such amount payable pursuant to which FAC is the surviving entity and which does not result in a reclassification of the outstanding shares of FAC Common Stock into shares of other stock, cash or other securities or property has been consummated prior to the fifth anniversary of the Effective Time, Section 7.6(a) and (ii) the last Applicable Payor shall pay, or cause to be paid, to the Intel Partners interest on such overdue amount (for the period commencing as of the date that such overdue amount was originally required to be paid pursuant to Section 7.6(a) and ending on the date that such overdue amount is actually paid in full) at a rate per annum equal to the prime rate published in The Wall Street Journal on the date such payment constituting Goodwill Litigation Recovery was required to be made, or such lesser rate per annum that is received after the consummation of a transaction described maximum permitted under Applicable Law. (e) Following the date hereof until the date that the payment obligations under Section 7.6(a) are paid in full, the SL Partners shall not, and shall ensure that its Subsidiaries (including each Company Entity), do not (i) above but before the fifth anniversary of the Effective Time, then each Charter Stockholder shall be entitled to receive, at the election of Acquiror, either cash enter into or shares of the Acquiror's capital stock, or a combination of cash and shares of the Acquiror's capital stock, having a value equaling the product of amend any Contract that expressly by its terms (A) fifty percent (50%) of Net Goodwill Litigation Recovery divided by the number of shares of Charter Common Stock issued and outstanding immediately prior to the Effective Time and contractually restricts or delays or (B) could, as of the number date of shares entering such Contract, reasonably be expected to restrict or delay, or (ii) take any other action with the specific intention of Charter Common Stock held by such Charter Stockholder immediately prior not paying or delaying, in each case, the payment of any amount payable to the Effective Time ("Acquiror Consideration")Intel Partners under Section 7.6(a) as and when due; provided, howeverthat, that no Acquiror Consideration the entry into, or amendment of, any debt financing arrangement to which any Company Entity is a party (including any such debt financing arrangement containing negative covenants or restrictions on distributions or other payments) shall not be distributable to deemed a violation of this Section 7.6(e). (f) Each of the Charter Stockholders unless Company, the aggregate value of such Acquiror Consideration would equal or exceed the product of Two Dollars ($2.00) Intel Partners and the number SL Partners shall reasonably cooperate in connection with the effectuation of shares the transactions contemplated by this Section 7.6 and at the request of Charter Common Stock issued the Board, each such Person will execute and outstanding immediately prior deliver, or cause to be executed and delivered, such instruments and other documents, and will take, or cause to be taken, such other actions, as the 6Board may reasonably request for the purpose of carrying out or evidencing the transactions contemplated by this Section 7.6.

Contingent Consideration. ‌ (a) Subject to paragraph (b) of this Section 3.1A, in addition to As additional consideration for the shares of FAC Common Stock to be issued in exchange for shares of Charter Common Stock pursuant to the provisions of 5 Section 3.1 (c) of this Agreement, each Charter Stockholder shall be entitled to receive an additional number of shares of FAC Common Stock, rounded down to the nearest number of whole shares, equal to the product purchase and sale of the number Purchased Shares, Buyer shall pay an amount of shares of Charter Common Stock held by such Charter Stockholder immediately prior to $2,000,000 (the Effective Time and the Per Share Recovery Ratio. Shares of FAC Common Stock, if any, described in this Section 3.1A are hereinafter referred to as "Contingent Shares." In Consideration") if, at any time within five (5) years from the event that Closing Date:‌ (i) the circumstances described Facility becomes viable; or‌ (ii) a Fundamental Change occurs in paragraph (b) respect of this Section 3.1A arise, then each Charter Stockholder shall be entitled to receive ▇▇▇▇ or the consideration described in such paragraph (b), if any, in lieu of any FAC Common StockCorporation. (b) In For purposes of Section 2.03(a)(i), the Facility will be deemed to be viable when [Redacted – Commercially Sensitive] Notwithstanding the foregoing, Buyer shall have the right, in its sole discretion, to pay the Contingent Consideration at anytime following the Closing. (c) Buyer shall pay the Contingent Consideration within five Business Days following the occurrence of the applicable event that in Section 2.03(a) (“Contingent Consideration Payment Date ”) by one of the following methods, as determined in its sole discretion: (i) by way of a consolidation, merger or acquisition cash payment to Seller by wire transfer of FAC with, into or immediately available funds in accordance with banking instructions provided by another corporation ("Acquiror"), other than a transaction pursuant to which FAC is the surviving entity and which does not result in a reclassification of the outstanding shares of FAC Common Stock into shares of other stock, cash or other securities or property has been consummated Seller at least three Business Days prior to the fifth anniversary date such payment is due; or (ii) subject to the approval of the Effective TimeCSE (or such other stock exchange where the Buyer Shares are listed at the time), if required, by the issuance and delivery to Seller, free and clear of all Encumbrances and resale restrictions, freely tradable immediately upon such delivery and registered as directed by Seller, that number of Buyer Shares as is equal to: (i) the amount of the Contingent Consideration; divided by (ii) the last payment constituting Goodwill Litigation Recovery is received after the consummation of a transaction described in (i) above but before the fifth anniversary VWAP of the Effective TimeBuyer Shares on the CSE for the 10 trading days ending on the day prior to the date of issuance.‌ (d) For certainty, then each Charter Stockholder shall be entitled Buyer may elect to receive, pay the Contingent Consideration by way of Section 2.03(b)(ii) only if the CSE (or such other stock exchange where the Buyer Shares are listed at the election time) has provided any required approvals therefor, and Buyer Shares delivered thereby are immediately freely tradable (and not subject to any restricted period under National Instrument 45-102 – Resale of AcquirorSecurities) by Seller upon their issuance and delivery to Seller by Buyer. (e) Promptly after Buyer knows or has reason to believe an event under Section 2.03(a) is likely to occur, either cash or shares Buyer shall provide a written notice thereof to Seller. Buyer shall provide further written notice immediately once such event has occurred, which notice shall state the manner in which it has elected to pay the Contingent Consideration pursuant to Section 2.03(b) and in case it has elected to deliver Buyer Shares pursuant to Section 2.03(b)(ii), an estimate of the Acquiror's capital stock, or a combination of cash and shares of the Acquiror's capital stock, having a value equaling the product of (A) fifty percent (50%) of Net Goodwill Litigation Recovery divided by the number of shares of Charter Common Stock issued Buyer Shares, together with a request for wire transfer instructions, securities account information and outstanding immediately prior other particulars it may require to the Effective Time and (B) the number of shares of Charter Common Stock held by complete such Charter Stockholder immediately prior to the Effective Time ("Acquiror Consideration"); provided, however, that no Acquiror Consideration shall be distributable to the Charter Stockholders unless the aggregate value of such Acquiror Consideration would equal payment or exceed the product of Two Dollars ($2.00) and the number of shares of Charter Common Stock issued and outstanding immediately prior to the 6issuance.

Contingent Consideration. (a) Subject to paragraph (b) of this Section 3.1AThe Interim Consideration, in addition to the shares of FAC Common Stock to be issued in exchange for shares of Charter Common Stock pursuant to Earn-Out Consideration and the provisions of 5 Section 3.1 (c) of this AgreementBuy-Out Consideration and the Seller Interim Consideration, each Charter Stockholder the Seller Earn-Out Consideration and the Seller Buy-Out Consideration shall be entitled to receive an additional number of shares of FAC Common Stockcalculated in accordance with Schedule 2.04; provided, rounded down to however, that the nearest number of whole shares, equal to the product of the number of shares of Charter Common Stock held by such Charter Stockholder immediately prior to the Effective Time and the Per Share Recovery Ratio. Shares of FAC Common StockContingent Consideration, if any, described shall in this Section 3.1A are hereinafter referred to no event whatsoever exceed in the aggregate $32,500,000 less the ▇▇▇▇ Pool Amount (as "Contingent Shares." In the event that the circumstances described defined in paragraph (b) of this Section 3.1A arise, then each Charter Stockholder shall be entitled to receive the consideration described in such paragraph (bSchedule 2.04), if any, in lieu of any FAC Common Stock. (b) In The right to receive Contingent Consideration, if any, payable pursuant to this Agreement is a contract right only and no certificate evidencing such right shall be issued. The right to receive Contingent Consideration pursuant to this Agreement shall not be transferred or assigned, other than to the event Principals or their Permitted Designees. (c) During the Contingent Consideration Term, it is anticipated that the Principals will manage the day-to-day affairs of the Surviving Business subject to the terms of the Employment Agreements; provided, however, that the written consent of Buyer will be required prior to the Surviving Business, or the Principals on behalf of the Surviving Business, taking any of the following actions: (i) incurring any indebtedness for borrowed money; (ii) entering into any agreement to purchase or lease real estate or a consolidationsimilar office suite arrangement; (iii) terminating five (5) or more employees (other than for cause) in connection with a single plan or within any consecutive forty-five (45) day period; (iv) subject to Buyer’s reasonable standards for the terms and conditions of all Buyer’s contracts, merger execution of material agreements outside of the ordinary course of the business of the Surviving Business; (v) obligating the Surviving Business to capital investments, except as set forth in an Approved Budget; (vi) managing the Surviving Business’ selling, general and administrative investments and costs, including, without limitation, the termination or acquisition hiring of FAC withnon-billable employees of the Surviving Business, into or by another corporation and any other cost not included in Surviving Business Professional Service Costs ("Acquiror"as defined in Schedule 2.04), except as set forth in an Approved Budget; (vii) entering into any agreement guaranteeing employment or minimum severance to any person, or any other terms of employment outside of the ordinary course; (viii) taking any action with respect to litigation matters or threatened litigation; (ix) taking any action to increase or decrease compensation to Key Employees other than a transaction pursuant in the ordinary course of business of the Surviving Business; (x) effecting any changes to which FAC is benefit plans of the surviving entity Surviving Business (including, without limitation, the Key Employee Incentive Plan); (xi) subject to Buyer’s reasonable standards for the terms and which conditions of all Buyer’s contracts, licensing any Intellectual Property other than in the ordinary course of business of the Surviving Business, and (xii) entering into new lines of business or soliciting clients outside of the healthcare, biotech and pharmaceutical markets. In addition, during the Contingent Consideration Term, (i) Buyer shall use good faith efforts so as not to take any action to impose restrictions on the Principals’ day-to-day management of the Surviving Business for the primary purpose of decreasing the Surviving Business Gross Margin (as defined in Schedule 2.04) (it being understood that Buyer’s right to give or withhold consent in connection with Sections 2.04(c)(i) through (xii) above shall be in Buyer’s sole and absolute discretion and that this provision does not result apply in a reclassification connection with the allocation of incremental intercompany revenue contemplated in the outstanding shares definition of FAC Common Stock into shares of other stock, cash or other securities or property has been consummated prior to the fifth anniversary of the Effective Time, and Surviving Business Revenue (as defined in Schedule 2.04)); (ii) the last payment constituting Goodwill Litigation Recovery is received after Principals shall use their reasonable best efforts to cooperate and assist Buyer in preparing quarterly revenue, gross margin and selling, general and administrative expense targets for the consummation Surviving Business consistent with Buyer’s historic practices for preparing such information; and (iii) the Principals shall use their reasonable best efforts to cooperate and assist Buyer in implementing internal controls for the Surviving Business for purposes of a transaction described in complying with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. (d) The Seller Interim Consideration, if any, shall be payable as follows: (i) above but before Buyer shall pay the fifth anniversary of Seller Interim Consideration, if any, no later than March 30, 2008, provided that such date may be extended pursuant to Section 2.04(d)(ii) (the Effective Time, then each Charter Stockholder “Interim Consideration Closing Date”). Buyer shall be entitled to receive, at pay the election of Acquiror, either cash or shares of the Acquiror's capital stock, or Seller Interim Consideration in a combination of cash and shares Buyer Stock as determined in the sole discretion of Buyer; provided, however, that the dollar value of the Acquiror's capital stock, having a value equaling portion of the product of (A) Seller Interim Consideration paid by Buyer in Buyer Stock cannot exceed fifty percent (50%) of Net Goodwill Litigation Recovery divided by the dollar value of the Seller Interim Consideration. Promptly after the Interim Consideration Closing Date, Buyer shall pay to the Seller the cash portion of the Seller Interim Consideration and deliver to the Seller a stock certificate registered in the name of the Seller representing a number of shares of Charter Common Buyer Stock issued determined by dividing the dollar value of the Buyer Stock portion of the Seller Interim Consideration by the Interim Consideration Average Closing Price. (ii) (A) As soon as practicable following December 31, 2007 (but in no event later than February 28, 2008), Buyer shall review the financial statements for the Surviving Business as prepared by Buyer for the calendar years ending December 31, 2006 and outstanding immediately prior 2007, which statements shall be prepared in accordance with GAAP and on a basis consistent with and utilizing the same principles, practices and policies as those used in preparing the Balance Sheet and the related statements of income and in accordance with the definitions of Surviving Business Revenue and Surviving Business Professional Service Costs. Buyer shall use such financial statements to promptly prepare a written calculation of the Interim Consideration and the Seller Interim Consideration, if any, payable in respect of such periods and shall deliver a copy of such calculation with reasonable back-up data and a statement showing the method of computing the Interim Consideration (if any) and Seller Interim Consideration together with the audited financial statements of the Surviving Business to the Effective Time and Principals within thirty (B30) days after Buyer’s consolidated financial statements are released by Buyer’s independent registered public accounting firm (the number of shares of Charter Common Stock held by such Charter Stockholder immediately prior to the Effective Time ("Acquiror Consideration"“Buyer Accountants”); provided, however, that no Acquiror Consideration shall be distributable to the Charter Stockholders unless the aggregate value of such Acquiror Consideration would equal or exceed the product of Two Dollars ($2.00) and the number of shares of Charter Common Stock issued and outstanding immediately prior to the 6.

Contingent Consideration. (a) Subject to paragraph (b) of this Section 3.1AAs additional consideration for the Assets, in addition the event that, on or before September 21, 1997, the Buyer or any subsidiary of the Buyer, in its sole and absolute discretion, enters into a binding agreement (the "Scripps Agreement") to provide ultrasound and non-invasive cardiovascular procedures to Scripps Health System ("Scripps"), the Buyer shall cause DHS, and DHS hereby agrees, to issue to the shares Seller (or, if the transactions contemplated by that certain Stock Purchase Agreement of FAC Common even date herewith by and among DHS, DHS Management Services, Inc., and the Stockholder (the "Stock to be issued in exchange for shares of Charter Common Stock pursuant Purchase Agreement") have been consummated, then to the provisions Stockholder), within thirty (30) days after the execution and delivery of 5 Section 3.1 (c) of this Agreementthe Scripps Agreement by all parties thereto, each Charter Stockholder shall be entitled a warrant to receive an additional purchase a number of shares of FAC Common Stock, rounded down to the nearest number common stock of whole shares, DHS ("Warrant Shares") equal to the product 10% of the number of shares dollars that the Buyer and the Stockholder agree in good faith to be the estimated gross revenues to be received by the Buyer and/or its subsidiaries under the Scripps Agreement during the first twelve months of Charter Common Stock held by such Charter Stockholder immediately prior the Scripps Agreement. The exercise price for the Warrant Shares under any warrant hereunder shall, subject to adjustment as provided in the warrant, be equal to the Effective Time last reported sale price of the common stock of DHS ("Common Stock") on the date on which the Scripps Agreement is fully executed and delivered, and the Per Share Recovery Ratiowarrant shall be in substantially the form of Exhibit A --------- annexed hereto (with all blanks appropriately completed). Shares of FAC Common Stock, if any, described in this Section 3.1A are hereinafter referred to as "Contingent Shares." In the event and to the extent that the circumstances described actual gross revenues received by the Buyer and its subsidiaries under the Scripps Agreement during the first twelve months of the Scripps Agreement are greater or less than the estimated gross revenues utilized to calculate the initial number of Warrant Shares, then the parties shall, in paragraph good faith, within ninety (b90) days after the close of the first twelve months under the Scripps Agreement, adjust the number of Warrant Shares (up or down) by a number equal to 10% (or such adjusted percentage, in accordance with Section 3.2(b) below, as was originally utilized to calculate the number of Warrant Shares) of this Section 3.1A arise, then each Charter Stockholder shall be entitled to receive the consideration described in dollar difference between such paragraph (b), if any, in lieu of any FAC Common Stockactual gross revenues and the estimated gross revenues. (b) In the event that (i) a consolidationthat, merger at any time and from to time from and after the date hereof, there shall occur any stock split, recapitalization or acquisition of FAC with, into or by another corporation ("Acquiror"), other than a transaction pursuant to which FAC is the surviving entity and which does not result in a reclassification subdivision of the outstanding shares Common Stock, or the payment of FAC a stock dividend in respect of the outstanding Common Stock into shares of other stockStock, cash or any combination, consolidation, reverse stock split or other securities or property has been consummated prior such event relating to the fifth anniversary of outstanding Common Stock, then the Effective Time, and (ii) the last payment constituting Goodwill Litigation Recovery is received after the consummation of a transaction described 10% number set forth in (iSection 3.2(a) above but before the fifth anniversary of the Effective Time, then each Charter Stockholder shall be entitled proportionately adjusted (on an arithmetic basis) to receive, at correspond to the election of Acquiror, either cash increase or shares of the Acquiror's capital stock, or a combination of cash and shares of the Acquiror's capital stock, having a value equaling the product of (A) fifty percent (50%) of Net Goodwill Litigation Recovery divided by decrease in the number of outstanding shares of Charter Common Stock issued and outstanding arising by reason of such event. Further, in the event of any merger, consolidation or other such transaction in which DHS (or any successor thereto) is not the surviving corporation, then the warrant hereunder shall be with respect to an amount of securities or other property which the warrantholder would have been entitled to receive upon such merger, consolidation or other such transaction had the warrant been exercised in full immediately prior to the Effective Time and (B) the number of shares of Charter Common Stock held by such Charter Stockholder immediately prior to the Effective Time ("Acquiror Consideration"); provided, however, that no Acquiror Consideration shall be distributable to the Charter Stockholders unless the aggregate value effective date of such Acquiror Consideration would equal merger, consolidation or exceed the product of Two Dollars ($2.00) and the number of shares of Charter Common Stock issued and outstanding immediately prior to the 6other transaction.

Contingent Consideration. (a) Subject to paragraph (b) of this Section 3.1A, in addition to the shares of FAC Common Stock to be issued in exchange for shares of Charter Common Stock pursuant to the provisions of 5 Section 3.1 (c) of this Agreement, each Charter Stockholder shall be entitled to receive an additional number of shares of FAC Common Stock, rounded down to the nearest number of whole shares, equal to the product of the number of shares of Charter Common Stock held by such Charter Stockholder immediately prior to the Effective Time and the Per Share Recovery Ratio. Shares of FAC Common Stock, if any, described in this Section 3.1A are hereinafter referred to as "Contingent Shares." In the event that the circumstances described in paragraph (b) of this Section 3.1A arise, then each Charter Stockholder shall be entitled to receive the consideration described in such paragraph (b), if any, in lieu of any FAC Common Stock. (b) In the event that If (i) a consolidation, merger or acquisition of FAC with, into or by another corporation ("Acquiror"), other than a transaction pursuant to which FAC is the surviving entity and which does not result in a reclassification of the outstanding shares of FAC Common Stock into shares of other stock, cash or other securities or property has been consummated prior to the fifth anniversary of the Effective Time, 2022 Notes are Refinanced and (ii) as of the last payment constituting Goodwill Litigation Recovery day of any month beginning with the month ending December 31, 2021 and ending on December 31, 2022 (the “Measurement Period”), the MLP has achieved a trailing twelve month Adjusted EBITDA (“TTM Adjusted EBITDA”) that is received after the consummation of a transaction described in greater than or equal to $107.0 million (clauses (i) above but before and (ii), the fifth anniversary of the Effective Time“Contingent Payment Conditions”), then each Charter Stockholder Acquirer shall be entitled to receivepay Parent $3,129,279.43 in the manner set forth in Section 2.04(d) (the “Contingent Consideration” and, at together with the election of AcquirorBase Consideration and the Deferred Consideration, either the “Consideration”) in (x) cash in immediately available funds, (y) MLP Common Units or shares of the Acquiror's capital stock, or (z) a combination of cash and shares MLP Common Units. The form of the Acquiror's capital stock, having a value equaling the product of (A) fifty percent (50%) of Net Goodwill Litigation Recovery divided Contingent Consideration to be delivered by the number of shares of Charter Common Stock issued and outstanding immediately prior to the Effective Time and (B) the number of shares of Charter Common Stock held Acquirer shall be determined by such Charter Stockholder immediately prior to the Effective Time ("Acquiror Consideration")Acquirer in its sole discretion; provided, however, that no Acquiror Consideration the prior written consent of Parent (which may be withheld in its sole discretion) shall be distributable required for an election to pay the Contingent Consideration in a combination of cash and MLP Common Units; provided further, that if Acquirer elects to fund all or a portion of the Contingent Consideration in MLP Common Units, such MLP Common Units shall be valued at a per unit price equal to the Charter Stockholders unless volume weighted daily average price of MLP Common Units, as reported on NASDAQ (or any applicable successor exchange), for the aggregate value 20 trading days ending one trading day prior to the date on which Acquirer provides notice to Parent, in accordance with Section 2.04(d), of Acquirer’s intent to pay all or a portion of such Acquiror Contingent Consideration would equal in MLP Common Units (the “Calculation Period”). (b) Within 30 calendar days of the end of each calendar month during the Measurement Period, Acquirer shall deliver to Parent a statement (the “Adjusted EBITDA Statement”) setting forth the MLP’s TTM Adjusted EBITDA as of the end of such month, together with reasonable supporting documentation thereof. Acquirer agrees that it shall prepare each Adjusted EBITDA Statement in accordance with the illustrative calculation included on Schedule 1.2 using the same methodologies, practices, policies and judgments as were used in the MLP’s Financial Statements, except as otherwise provided in this Agreement, including Schedule 1.2. Following delivery of the Adjusted EBITDA Statement, Acquirer will cause the Compressco Entities to provide Parent the reasonable opportunity during normal business hours to examine any supporting schedules, analyses, workpapers and other underlying records or exceed documentation that are in the product Compressco Entities’ possession or control (collectively, the “Supporting Documentation”) as are reasonably necessary and appropriate for Parent to confirm or object to the calculation of Two Dollars the applicable TTM Adjusted EBITDA included in such Adjusted EBITDA Statement. Parent agrees to hold in confidence and not disclose to any Person the Adjusted EBITDA Statement and Supporting Documentation. The Adjusted EBITDA Statements and Supporting Documentation made available to Parent shall be used by Parent and/or its Representatives solely for the purpose of reviewing the calculations pursuant to this Section 2.04 and not for any other purpose. ($2.00c) Parent shall be deemed to have accepted the determinations set forth in each Adjusted EBITDA Statement, and each Adjusted EBITDA Statement shall be final and binding on the parties, unless Parent delivers to Acquirer not later than 30 calendar days after receipt of such Adjusted EBITDA Statement (the “Objection Period”) a written notice (a “Notice of Dispute”) listing in reasonable detail those items included in the determination of Adjusted EBITDA for the applicable Measurement Period to which Parent takes exception and any proposed adjustment. If Parent and Acquirer are unable, within 30 calendar days after receipt by Acquirer of the Notice of Dispute, to determine the disputed exceptions, such disputed exceptions will be referred to BDO USA, LLP (or, if they are unable or unwilling to serve, another nationally recognized accounting firm not affiliated with Parent or Acquirer that is mutually selected by Parent and Acquirer) (as applicable, BDO USA, LLP or the firm selected by Parent and Acquirer is referred to as the “Accounting Arbitrator”). All matters not covered by the Notice of Dispute and those matters Acquirer and Parent resolve by written agreement following receipt of the Notice of Dispute shall be deemed to be final, binding and conclusive. The determination by the Accounting Arbitrator shall be final, binding and conclusive on Parent and Acquirer. Acquirer and Parent each shall provide their assertions regarding the remaining disputes in writing to the Accounting Arbitrator and to each other on the date or dates ordered by the Accounting Arbitrator. The Accounting Arbitrator’s determination shall be based solely on Section 2.04 and the definition of Adjusted EBITDA contained in this Agreement, including Schedule 1.2. Further, the Accounting Arbitrator’s determination shall not be based on any independent investigation. The fees, costs and expenses of the Accounting Arbitrator acting under this Section shall be borne one half by Acquirer and one half by Parent; provided that if the Accounting Arbitrator determines, and states in its report, that one party’s position is completely correct, then such party shall pay none of the fees, costs and expenses of the Accounting Arbitrator and the other party shall pay all such fees, costs and expenses. The Accounting Arbitrator shall be instructed to render its determination as soon as reasonably possible (which the parties agree should not be later than sixty (60) calendar days following the day on which the disagreement is referred to the Accounting Arbitrator). Failure of the Accounting Arbitrator to adhere to this time limit shall not be a basis for challenging the Accounting Arbitrator’s determination. The Accounting Arbitrator shall conduct its determination activities in a manner wherein all materials submitted to it are held in confidence and shall not be disclosed to third parties. The parties agree that the Accounting Arbitrator’s determination shall be enforceable under the Federal Arbitration Act, Title 9 United States Code, and that judgment may be entered upon the determination of the Accounting Arbitrator in any court having jurisdiction over the party against which such determination is to be enforced. (d) If the Contingent Payment Conditions have either been satisfied or, in the sole discretion of Acquirer, waived, on or before the 26 month anniversary of the Closing Date, Acquirer shall pay Parent the Contingent Consideration on the 26 month Anniversary of the Closing Date or such earlier date as determined in Acquirer’s sole discretion (i) by wire transfer of immediately available funds to such bank account as is specified in writing by Parent to Acquirer, if Acquirer elects to settle the Contingent Consideration in cash or (ii) by transferring MLP Common Units held, directly or indirectly, by Acquirer to Parent, if Acquirer elects to settle the Contingent Consideration in MLP Common Units. If Acquirer pays Parent the Contingent Consideration, in whole or in part, by transferring MLP Common Units, Acquirer shall notify Parent in writing of the date of payment of the Contingent Consideration, which notice shall be irrevocable with respect to the type of Contingent Consideration and shall set forth the Calculation Period and the number of shares MLP Common Units to be transferred to Parent as Contingent Consideration; provided that such payment shall be paid within five (5) Business Days after the date notice is delivered to Parent. If the Acquirer pays Parent the Contingent Consideration, in whole or in part, by transferring MLP Common Units, the Acquirer shall deliver to Parent a certification of Charter Common Stock issued non-foreign status for and outstanding duly executed by the Acquirer (or, if such Person is classified as an entity disregarded as separate from another Person, then by such other Person), dated as of the date of payment of the Contingent Consideration, in accordance with Sections 1445(b)(2) and 1446(f) of the Code, certifying that such Person is not a “foreign person” for such purposes. (e) Acquirer acknowledges and agrees that the possibility of Parent receiving the Contingent Consideration comprises a material inducement for Parent to enter into this Agreement. The Parties acknowledge and agree that from and after the Closing, and except as expressly provided to the contrary in this Agreement, (i) Acquirer has the right to operate the Compressco Entities in any way Acquirer deems appropriate in its sole discretion, (ii) the Contingent Consideration is speculative and is subject to numerous factors outside the control of Acquirer, (iii) there is no assurance that Parent will receive the Contingent Consideration and Acquirer has not promised, guaranteed or projected that Parent will receive Contingent Consideration and (iv) Acquirer has no obligation to operate the Compressco Entities (or any components of its business) in order to achieve the Contingent Payment Conditions. Notwithstanding anything in the immediately preceding sentence to the contrary, until the expiration of the Measurement Period without Parent’s consent (which may be withheld in its sole discretion), (i) Acquirer shall use commercially reasonable efforts to cause the Compressco Entities to operate in accordance with Good Industry Practice, (ii) Acquirer shall cause the Compressco Entities to maintain adequate records in a manner that will allow for the calculation of the TTM Adjusted EBITDA and (iii) neither Acquirer nor any of its Affiliates (including the Compressco Entities) will take any actions, or omit to take any actions, for the primary purpose of, or that would, without a good faith business reason unrelated to the results described in the following clauses, reasonably be expected to result in, (A) thwarting or inhibiting the achievement of the Contingent Payment Conditions in any material respect or (B) otherwise frustrating or avoiding Acquirer’s obligations under this Agreement with respect to the Contingent Consideration in any material respect. The Parties agree and acknowledge that Acquirer owes no fiduciary duty or other express or implied duty to Parent in connection with the Contingent Consideration other than as set forth herein and intend for the express provisions of this Agreement to govern their contractual relationship with respect to the Contingent Consideration. (f) In the event that, prior to the end of the Measurement Period, (i) Acquirer, Spartan or any of their Affiliates effects a sale (directly or indirectly) of all or substantially all of the assets of the Compressco Entities to a third party, or (ii) Acquirer, Spartan or the Compressco Entities effects a merger or consolidation or other transaction involving Acquirer, Spartan or the Compressco Entities (other than a conversion of any of the Compressco Entities from a limited partnership, corporation, limited liability company or other form of entity to a limited partnership, corporation, limited liability company or other form of entity, so long as (a) immediately following such conversion, Spartan and its Affiliates beneficially own, in the aggregate, an economic interest in such converted entity equal to or greater than the economic interest beneficially owned by Spartan and its Affiliates, in the aggregate, in the MLP immediately prior to such conversion and (b) such converted entity expressly assumes all of the 6obligations under this Agreement with respect to the Contingent Consideration), in each case which results in the General Partner being controlled, directly or indirectly, by a third party that does not control the General Partner as of immediately following the Closing (a “Triggering Transaction”), then, in each such case, (A) Acquirer shall provide Parent with written notice of such Triggering Transaction, (B) the Contingent Payment Conditions shall be deemed to have been satisfied and (C) within ten days after the consummation of such Triggering Transaction, Acquirer shall pay to Parent the Contingent Consideration in cash in immediately available funds; provided that in lieu of clauses (B) and (C), Acquirer may, at its option, cause the third party acquirer or successor in such Triggering Transaction to expressly assume all of the obligations under this Agreement with respect to the Contingent Consideration; provided, further, that if the Triggering Transaction results in Spartan no longer being affiliated with the Compressco Entities, then Spartan must guarantee the payment of the Contingent Consideration in form acceptable to Parent. (g) In the event that, prior to the end of the Measurement Period, Acquirer, Spartan or any of their Affiliates effect a sale or transfer, directly or indirectly, of assets of the Compressco Entities representing more than 5% of the Compressco Entities’ (i) total assets as of the end of the most recently completed fiscal quarter or (ii) Adjusted EBITDA for the twelve months ended as of the end of the most recently completed quarter, then the Parties shall cooperate in good faith to adjust the amount in clause (ii) of the definition of Contingent Payment Conditions based on the remaining assets and operations of the Compressco Entities after taking into account such disposition. (h) In the event that, prior to the end of the Measurement Period, the Compressco Entities consummate the acquisition, directly or indirectly, of assets representing more than 5% of the Compressco Entities’ (i) total assets as of the end of the most recently completed fiscal quarter or (ii) Adjusted EBITDA for the twelve months ended as of the end of the most recently completed quarter, from any Person, including Acquirer, Spartan or their Affiliates, then the Parties shall cooperate in good faith to adjust the amount in clause (ii) of the definition of Contingent Payment Conditions based on the consolidated assets and operations of the Compressco Entities after taking into account such acquisition; provided, that in no event shall the acquisition of assets currently held directly or indirectly by Spartan result in any adjustment to the amount in clause (ii) of the definition of Contingent Payment Conditions, nor shall any assets or operations of Spartan at the time of Closing be included in the calculation of TTM Adjusted EBITDA. (i) In the event that Acquirer, Spartan or their Affiliates transfers, integrates or otherwise consolidates their assets or operations to or into the Compressco Entities, Acquirer and Spartan shall cause the Compressco Entities to maintain all accounting, financial and other information necessary for the preparation of the Adjusted EBITDA Statement and Supporting Documentation and the review thereof by Parent in accordance with Section 2.04(b), including separate records relating to the assets and operations of the Compressco Entities immediately prior to such transfer, integration or consolidation and separate records relating to the assets so transferred, integrated or consolidated to or into the Compressco Entities. (j) All payments made pursuant to this Section 2.04 shall be treated as adjustments to the purchase price paid for the Subject Interests for all Tax purposes and shall be treated as such by Acquirer and Parent on their Tax Returns to the extent permitted by Law.

Contingent Consideration. (a) Subject to paragraph (b) the ultimate sentence of this Section 3.1A7.6(a), upon the first occurrence of a MoM Measurement Event in which the SL MoM exceeds 3.0x (calculated without giving effect to the payment of any amount by the Applicable Payor pursuant to this Section 7.6(a)), the Applicable Payor shall pay, or cause to be paid, to the Indigo Partners (pro rata in accordance with the aggregate number of Units held by each such Indigo Partner) an aggregate amount, in addition to the shares of FAC Common Stock to be issued in exchange for shares of Charter Common Stock pursuant to the provisions of immediately available funds within five (5 Section 3.1 (c) of this Agreement, each Charter Stockholder shall be entitled to receive an additional number of shares of FAC Common Stock, rounded down to the nearest number of whole sharesBusiness Days, equal to the product lesser of (i) the number Contingent Consideration Obligation and (ii) such amount (if any), the payment of shares of Charter Common Stock held by such Charter Stockholder immediately prior which to the Effective Time and Indigo Partners would result in the Per Share Recovery RatioSL MoM being equal to 3.0x (such lesser amount, the “Contingent Consideration Payment”). Shares of FAC Common Stock, if any, described in this Section 3.1A are hereinafter referred to as "Contingent Shares." In the event that the circumstances described Contingent Consideration Payment is less than the Contingent Consideration Obligation, then, upon the occurrence of a subsequent MoM Measurement Event (for the avoidance of doubt, other than a Company Sale) in paragraph which the SL MoM exceeds 3.0x (b) calculated without giving effect to the payment of any amount by the Applicable Payor pursuant to this Section 3.1A arise, then each Charter Stockholder shall be entitled to receive the consideration described 7.6(a) in respect of such paragraph (bMoM Measurement Event), the Applicable Payor shall pay, or cause to be paid, to the Indigo Partners (pro rata in accordance with the aggregate number of Units held by each such Indigo Partner) an aggregate amount equal to the lesser of (x) the then Remaining Contingent Obligation as of such MoM Measurement Event (if any) and (y) such amount (if any), the payment of which to the Indigo Partners would result in lieu the SL MoM being equal to 3.0x, until such time as the Indigo Partners shall have received an aggregate amount equal to the Contingent Consideration Obligation. For the avoidance of doubt, the maximum aggregate amount payable pursuant to this Section 7.6 in respect of all MoM Measurement Events is an amount equal to the Contingent Consideration Obligation. Notwithstanding the foregoing, upon the earlier of a MoM Measurement Event that is (i) a Company Sale occurring before an IPO (as set forth in clause (1) in the definition of “MoM Measurement Event”) or (ii) the date that is 12 months after the consummation of an IPO (as set forth in clause (4) in the definition of “MoM Measurement Event”), and following the Applicable Payor’s compliance with this Section 7.6(a), this Section 7.6(a) shall terminate in its entirety, and none of the SL Partners, the Company Entities nor any FAC Common Stockother Person shall have an obligation to pay any additional amount thereafter, even if less than the Contingent Consideration Obligation was paid (or no amount was due pursuant to this Section 7.6). (b) In the event of a Cash Company Sale, with the prior written consent of the Indigo Partners, the SL Partners may cause one or more Company Entities to pay any amount due pursuant to Section 7.6(a) to the Indigo Partners (pro rata in accordance with the aggregate number of Units held by each such Indigo Partner) in satisfaction of the SL Partners’ payment obligations under Section 7.6(a) with respect to such Cash Company Sale; provided that such consent of the Indigo Partners may not be unreasonably withheld, conditioned or delayed if such payments by the Company Entities are not less favorable from a financial and timing point of view to the Indigo Partners than the SL Partners making the applicable payments in accordance with Section 7.6(a). (c) Payment of any portion of the Contingent Consideration Obligation to the Indigo Partners shall not be subject to any counterclaim, set-off, abatement, deferment or defense based upon any claim that the SL Partners may have against any Indigo Partner, any of the Company Entities or any other Person, and such obligation shall remain in full force and effect without regard to, and shall not be released, discharged or affected in any way by any circumstance or condition (whether or not the Purchaser shall have any knowledge thereof) other than the conditions set forth in Section 7.6(a). (d) If the Applicable Payor fails to promptly pay, or cause to be paid, any portion of any amount payable to the Indigo Partners pursuant to Section 7.6(a) and no payment of such amount is made pursuant to Section 7.6(b), (i) the Applicable Payor shall also pay, or cause to be paid, any reasonable and documented out-of-pocket costs and expenses incurred by the Indigo Partners in connection with a consolidationsuit, merger litigation or acquisition of FAC with, into or by another corporation ("Acquiror"), other than legal proceeding to enforce this Agreement that results in a transaction judgment against the Applicable Payor for such amount payable pursuant to which FAC is the surviving entity and which does not result in a reclassification of the outstanding shares of FAC Common Stock into shares of other stock, cash or other securities or property has been consummated prior to the fifth anniversary of the Effective Time, Section 7.6(a) and (ii) the last Applicable Payor shall pay, or cause to be paid, to the Indigo Partners interest on such overdue amount (for the period commencing as of the date that such overdue amount was originally required to be paid pursuant to Section 7.6(a) and ending on the date that such overdue amount is actually paid in full) at a rate per annum equal to the prime rate published in The Wall Street Journal on the date such payment constituting Goodwill Litigation Recovery was required to be made, or such lesser rate per annum that is received after the consummation of a transaction described maximum permitted under Applicable Law. (e) Following the date hereof until the date that the payment obligations under Section 7.6(a) are paid in full, the SL Partners shall not, and shall ensure that its Subsidiaries (including each Company Entity), do not (i) above but before the fifth anniversary of the Effective Time, then each Charter Stockholder shall be entitled to receive, at the election of Acquiror, either cash enter into or shares of the Acquiror's capital stock, or a combination of cash and shares of the Acquiror's capital stock, having a value equaling the product of amend any Contract that expressly by its terms (A) fifty percent (50%) of Net Goodwill Litigation Recovery divided by the number of shares of Charter Common Stock issued and outstanding immediately prior to the Effective Time and contractually restricts or delays or (B) could, as of the number date of shares entering such Contract, reasonably be expected to restrict or delay, or (ii) take any other action with the specific intention of Charter Common Stock held by such Charter Stockholder immediately prior not paying or delaying, in each case, the payment of any amount payable to the Effective Time ("Acquiror Consideration")Indigo Partners under Section 7.6(a) as and when due; provided, howeverthat, that no Acquiror Consideration the entry into, or amendment of, any debt financing arrangement to which any Company Entity is a party (including any such debt financing arrangement containing negative covenants or restrictions on distributions or other payments) shall not be distributable to deemed a violation of this Section 7.6(e). (f) Each of the Charter Stockholders unless Company, the aggregate value of such Acquiror Consideration would equal or exceed the product of Two Dollars ($2.00) Indigo Partners and the number SL Partners shall reasonably cooperate in connection with the effectuation of shares the transactions contemplated by this Section 7.6 and at the request of Charter Common Stock issued the Board, each such Person will execute and outstanding immediately prior deliver, or cause to be executed and delivered, such instruments and other documents, and will take, or cause to be taken, such other actions, as the 6Board may reasonably request for the purpose of carrying out or evidencing the transactions contemplated by this Section 7.6.

Contingent Consideration. The Purchaser shall pay the lesser of: (ai) Subject to paragraph the Net Profits for the period beginning the day after the Closing Date and ending September 30, 2002 (bthe “Contingent Period”) of this Section 3.1A, in addition to and (ii) Three Hundred Thousand Dollars ($300,000.00) multiplied by the shares of FAC Common Stock to be issued in exchange for shares of Charter Common Stock pursuant to the provisions of 5 Section 3.1 (c) of this Agreement, each Charter Stockholder shall be entitled to receive an additional number of shares of FAC Common Stock, rounded down to the nearest number of whole shares, equal to the product of fraction obtained from dividing the number of shares of Charter Common Stock held days in the Contingent Period by such Charter Stockholder thirty (30) (the “Contingent Consideration”) to Targets via wire transfer in immediately prior available funds to the Effective Time and the Per Share Recovery Ratioaccount or accounts of Targets as set forth on Exhibit 1.4. Shares of FAC Common StockThe Contingent Consideration shall be paid, if anyat all, described in this Section 3.1A are hereinafter referred to as "Contingent Shares." In on the event that the circumstances described in paragraph (b) of this Section 3.1A arise, then each Charter Stockholder shall be entitled to receive the consideration described in such paragraph (b), if any, in lieu of any FAC Common Stock. (b) In the event that earlier of: (i) a consolidationDecember 1, merger or acquisition of FAC with, into or by another corporation ("Acquiror"), other than a transaction pursuant to which FAC is the surviving entity and which does not result in a reclassification of the outstanding shares of FAC Common Stock into shares of other stock, cash or other securities or property has been consummated prior to the fifth anniversary of the Effective Time, 2002 and (ii) the last payment constituting Goodwill Litigation Recovery is received after the consummation of a transaction described receipt by Purchaser, in (i) above but before the fifth anniversary cash, of the Effective TimeNet Profits generated during the Contingent Period, then each Charter Stockholder provided that in no event shall any portion of the Contingent Consideration subject to a pending Net Income Dispute Notice be payable prior to the final determination of Net Profits for the Contingent Period in accordance with Section 1.3(h), provided further that if a Net Income Dispute Payment is pending all undisputed portions of the Contingent Consideration shall nonetheless be paid when due. At the Closing, One Hundred Thousand Dollars ($100,000.00) deposit against any amount otherwise payable as Contingent Consideration shall be entitled delivered by Purchaser by wire transfer of immediately available funds to receiveU.S. Bank, at as escrow agent (the election “Escrow Agent”), under an escrow agreement to be entered into on the Closing Date by Targets, Purchaser and the Escrow Agent, substantially in the form of AcquirorExhibit A hereto (the “Escrow Agreement”). During the Contingent Period, either cash or shares of Purchaser shall operate the Acquiror's capital stock, or a combination of cash and shares of Business in substantially the Acquiror's capital stock, having a value equaling the product of (A) fifty percent (50%) of Net Goodwill Litigation Recovery divided by the number of shares of Charter Common Stock issued and outstanding same manner as it was operated immediately prior to the Effective Time and (B) the number of shares of Charter Common Stock held by such Charter Stockholder immediately prior to the Effective Time ("Acquiror Consideration"); provided, however, that no Acquiror Consideration shall be distributable to the Charter Stockholders unless the aggregate value of such Acquiror Consideration would equal or exceed the product of Two Dollars ($2.00) and the number of shares of Charter Common Stock issued and outstanding immediately prior to the 6Closing.

Contingent Consideration. (a) Subject Upon the last day of the Survival Period (or if such date is not a Business Day, the next Business Day), Acquiror shall, subject to paragraph (bSections 1.16(b) of this Section 3.1A, in addition to the shares of FAC Common Stock to be issued in exchange for shares of Charter Common Stock pursuant to the provisions of 5 Section 3.1 and (c) of this Agreement, each Charter Stockholder shall be entitled to receive an additional number of shares of FAC Common Stock, rounded down pay to the nearest number of whole shares, Company Holders’ Agent (for payment to the Company Holders in accordance with this Section 1.16) in the aggregate an amount equal to the product of the number of shares of Charter Common Stock held by such Charter Stockholder immediately prior to the Effective Time and the Per Share Recovery Ratio. Shares of FAC Common Stock, if any, described in this Section 3.1A are hereinafter referred to as "Contingent Shares." In the event that the circumstances described in paragraph (b) of this Section 3.1A arise, then each Charter Stockholder shall be entitled to receive the consideration described in such paragraph (b), if any, in lieu of any FAC Common Stock. (b) In the event that (i) a consolidation$840,000, merger or acquisition of FAC with, into or by another corporation ("Acquiror"), other than a transaction pursuant to which FAC is the surviving entity and which does not result in a reclassification of the outstanding shares of FAC Common Stock into shares of other stock, cash or other securities or property has been consummated prior to the fifth anniversary of the Effective Time, and plus (ii) the last payment constituting Goodwill Litigation Recovery is received after Positive True-Up Amount (if any), minus (iii) the consummation Negative True-Up Amount (if any), minus (iv) the amount of a transaction described any resolved Claims or Third Party Claims in (i) above but before the fifth anniversary favor of the Effective TimeAcquiror Indemnified Persons under ARTICLE VIII that have not been directly paid by the Company Holders, then each Charter Stockholder minus (v) the Outstanding Claim Reserve (as defined below) as of the time of calculation (such amount, the “Initial Contingent Consideration”), which Initial Contingent Consideration, if positive, shall be entitled allocated among the Company Holders in proportion to receiveeach Company Holder’s Pro Rata Share. For purposes hereof, “Outstanding Claim Reserve” means, as of the applicable date, all amounts claimed by Acquiror to be then owed to (or, if Acquiror has not then finally determined the amount that may be claimed, Acquiror’s good faith estimate of the maximum amount that may be claimed by Acquiror to be owed to) the Acquiror Indemnified Persons in respect of indemnity claims made by the Acquiror Indemnified Persons in accordance with ARTICLE VIII. If there is a positive Outstanding Claim Reserve amount as of the last day of the Survival Period, then, following payment of the Initial Contingent Consideration (if any) as set forth above, at such time as the election of AcquirorOutstanding Claim Reserve is zero, either cash or shares of the Acquiror's capital stock, or a combination of cash and shares of the Acquiror's capital stock, having a value equaling the product of (A) fifty percent (50%) of Net Goodwill Litigation Recovery divided by the number of shares of Charter Common Stock issued and outstanding immediately prior to the Effective Time and (B) the number of shares of Charter Common Stock held by such Charter Stockholder immediately prior to the Effective Time ("Acquiror Consideration"); provided, however, that no Acquiror Initial Contingent Consideration shall be distributable recalculated as of such time (such recalculated amount, the “Final Contingent Consideration”) and an amount equal to the Charter Stockholders unless excess (if any) of the aggregate value of such Acquiror Final Contingent Consideration would equal or exceed over the product of Two Dollars ($2.00Initial Contingent Consideration shall, subject to Sections 1.16(b) and the number of shares of Charter Common Stock issued and outstanding immediately prior (c), promptly be paid to the 6Company Holders’ Agent (for payment to the Company Holders in proportion to each Company Holder’s Pro Rata Share).

Contingent Consideration. (a) Subject The Company Shareholders shall be issued their Pro Rata Percentage of the Contingent Consideration earnable with respect to paragraph each Power Purchase Agreement entered into between the Company (bor an Affiliate of the Company) and a Qualifying Counterparty on or before June 30, 2022 (the Contingent Consideration earned in respect of each Power Purchase Agreement, the “Project Contingent Consideration”), upon the satisfaction of the conditions below (each condition an “Earnout Condition” and the date the Earnout Condition is satisfied, the “Measurement Date”): (i) one-third of the Project Contingent Consideration upon the signing of the Power Purchase Agreement; (ii) one-sixth of the Project Contingent Consideration upon signing an agreement for bank financing representing at least seventy percent (70%) of this Section 3.1A, in addition to the shares projected capital cost of FAC Common Stock to be issued in exchange for shares the project; (iii) one-sixth of Charter Common Stock pursuant to the provisions Project Contingent Consideration upon commencement of 5operations under the Power Purchase Agreement; and Section 3.1 (civ) one-third of the Project Contingent Consideration after ninety days of operation at ninety-five percent (95%) of this nameplate capacity; provided, that, following the achievement of all four Earnout Conditions with respect to any one Power Purchase Agreement, all Project Contingent Consideration will be deemed earned and payable for each Charter Stockholder shall be entitled to receive an additional number of shares of FAC Common Stock, rounded down to other subsequent Power Purchase Agreement upon the nearest number of whole shares, equal to the product signing of the number respective Power Purchase Agreement (and will be immediately payable with respect to any Power Purchase Agreement already signed as of shares of Charter Common Stock held by such Charter Stockholder immediately prior to the Effective Time and the Per Share Recovery Ratio. Shares of FAC Common Stock, if any, described in this Section 3.1A are hereinafter referred to as "Contingent Shares." In the event that the circumstances described in paragraph (b) of this Section 3.1A arise, then each Charter Stockholder shall be entitled to receive the consideration described in such paragraph (bdate), if any, in lieu of any FAC Common Stock. (b) In the event that (i) As used herein, a consolidation, merger or acquisition of FAC with, into or by another corporation ("Acquiror"“Qualifying Counterparty” means an entity listed in Schedule 2.4(b), other than a transaction pursuant to which FAC is the surviving entity and which does not result in a reclassification schedule may be modified or amended by mutual consent of the outstanding shares of FAC Common Stock into shares of other stock, cash or other securities or property has been consummated prior Company and HL from time to time up to the fifth anniversary of the Effective Time, and (ii) the last payment constituting Goodwill Litigation Recovery is received after the consummation of a transaction described in (i) above but before the fifth anniversary of the Effective Time, then each Charter Stockholder shall be entitled to receive, at the election of Acquiror, either cash or shares of the Acquiror's capital stock, or a combination of cash and shares of the Acquiror's capital stock, having a value equaling the product of (A) fifty percent (50%) of Net Goodwill Litigation Recovery divided by the number of shares of Charter Common Stock issued and outstanding immediately prior to the Effective Time and (B) the number of shares of Charter Common Stock held by such Charter Stockholder immediately prior to the Effective Time ("Acquiror Consideration"); provided, however, that no Acquiror Consideration shall be distributable to the Charter Stockholders unless the aggregate value of such Acquiror Consideration would equal or exceed the product of Two Dollars ($2.00) and the number of shares of Charter Common Stock issued and outstanding immediately prior to the 6Closing.

Contingent Consideration. (a) Subject 3.4.1 The Contingent Consideration shall be equal to paragraph (b) a maximum amount of this Section 3.1A, EUR 5,200,000 and shall be determined in addition accordance with what is set out in ‎Schedule 3. 3.4.2 If any Contingent Consideration is due by the Purchaser to the shares Sellers it shall be satisfied in cash on its due date in accordance with what is set out in ‎Schedule 3 by means of FAC Common Stock a bank transfer from the Purchaser to be issued the account nos. * of the Sellers in exchange for shares the proportion set out in ‎Schedule 2. 3.4.3 If, prior to the due date of Charter Common Stock any part of the Contingent Consideration in accordance with ‎Schedule 3, the Sellers owe any amount to the Purchaser or any of the Companies pursuant to the provisions of 5 Section 3.1 (c) Article 6 or any other provision of this Agreement, each Charter Stockholder the Sellers shall have the right (but not the obligation) to, on the due date of such amount, pay such amount into an Escrow Account instead of to the Purchaser directly. The amounts so standing to the credit of Escrow Accounts (and interest accrued thereon) will be released from the Escrow Account and paid to the Purchaser on the date of receipt by the Sellers of payment of the next following tranche of the Contingent Consideration in accordance with ‎Schedule 3. 3.4.4 If on the due date of any part of the Contingent Consideration in accordance with Schedule 3, the Purchaser has outstanding one or more bona fide duly substantiated Claims in accordance with Article 6 of this Agreement or a bona fide duly substantiated claim in accordance with any other provision of this Agreement, irrespective of whether such Claim or claim is disputed or not by the Sellers (the "Substantiated Outstanding Claims"), the Purchaser shall be entitled to receive pay an additional number of shares of FAC Common Stock, rounded down to the nearest number of whole shares, amount equal to the product bona fide duly substantiated assessment of the number amount of shares the Substantiated Outstanding Claims into an Escrow Account, with the remainder of Charter Common Stock held the Contingent Consideration (if any) to be paid in accordance with Article ‎3.4.2. Upon (deemed) acceptance by such Charter Stockholder immediately prior the Sellers or upon acceptance by the competent court of a Substantiated Outstanding Claim, the amounts so accepted (and any interest accrued thereon) will within fifteen days be released from the Escrow Account and paid to the Effective Time account nominated by the Purchaser. Upon withdrawal or reduction by the Purchaser of a Substantiated Outstanding Claim or upon refusal or reduction by the competent court of a Substantiated Outstanding Claim, the amounts so withdrawn, refused or reduced (and any interest accrued thereon) will within fifteen days be paid to the account nos. * of the Sellers in the proportion set out in ‎Schedule 2. This Article ‎3.4.4 shall not apply for Substantiated Outstanding Claims for which the Sellers have already set up an Escrow Account in accordance with Article ‎3.4.3. 3.4.5 In case of application of Articles ‎3.4.3 and/or ‎3.4.4, any costs or expenses relating to the opening, operating and closing of any Escrow Account will be borne by the Purchaser on the one hand and the Per Share Recovery Ratio. Shares of FAC Common Stock, if any, described in this Section 3.1A are hereinafter referred to as "Contingent SharesSellers on the other hand on a 50-50 basis." In the event that the circumstances described in paragraph (b) of this Section 3.1A arise, then each Charter Stockholder shall be entitled to receive the consideration described in such paragraph (b), if any, in lieu of any FAC Common Stock. (b) In the event that (i) a consolidation, merger or acquisition of FAC with, into or by another corporation ("Acquiror"), other than a transaction pursuant to which FAC is the surviving entity and which does not result in a reclassification of the outstanding shares of FAC Common Stock into shares of other stock, cash or other securities or property has been consummated prior to the fifth anniversary of the Effective Time, and (ii) the last payment constituting Goodwill Litigation Recovery is received after the consummation of a transaction described in (i) above but before the fifth anniversary of the Effective Time, then each Charter Stockholder shall be entitled to receive, at the election of Acquiror, either cash or shares of the Acquiror's capital stock, or a combination of cash and shares of the Acquiror's capital stock, having a value equaling the product of (A) fifty percent (50%) of Net Goodwill Litigation Recovery divided by the number of shares of Charter Common Stock issued and outstanding immediately prior to the Effective Time and (B) the number of shares of Charter Common Stock held by such Charter Stockholder immediately prior to the Effective Time ("Acquiror Consideration"); provided, however, that no Acquiror Consideration shall be distributable to the Charter Stockholders unless the aggregate value of such Acquiror Consideration would equal or exceed the product of Two Dollars ($2.00) and the number of shares of Charter Common Stock issued and outstanding immediately prior to the 6

Contingent Consideration. (a) Subject In addition to paragraph the Closing Purchase Consideration, if any of the conditions described below are satisfied, Buyer shall pay to the Company additional cash consideration in the aggregate amount set forth below (the "Contingent Consideration"): (i) if the average aggregate Net Revenues of the Acquired Business for the three year period commencing on the first day of the month in which the Closing occurs and ending on the day preceding the third anniversary of such commencement date (the "Contingent Period") are at least $4.0 million but not more than $8.0 million, then Buyer shall pay to the Company the amount of aggregate Contingent Consideration determined pursuant to the following formula: X = A - (B + C) X = Contingent Consideration A = 1.05 multiplied by the average aggregate Net Revenues of the Acquired Business for the Contingent Period B = 4,000,000 C = an amount equal to the sum of (a) $4,000,000 multiplied by the Approved Managed Asset Adjustment, and (b) the Warrant Consideration Adjustment (ii) if the average aggregate Net Revenues of this Section 3.1Athe Acquired Business for the Contingent Period are greater than $8.0 million but not greater than $15.0 million, in addition then Buyer shall pay to the shares Company the amount of FAC Common Stock to be issued in exchange for shares of Charter Common Stock aggregate Contingent Consideration determined pursuant to the provisions following formula: X = A - (B + C) X = Contingent Consideration A = 1.55 multiplied by the average aggregate Net Revenues of 5 Section 3.1 (c) of this Agreement, each Charter Stockholder shall be entitled to receive the Acquired Business for the Contingent Period B = 4,000,000 C = an additional number of shares of FAC Common Stock, rounded down to the nearest number of whole shares, amount equal to the sum of (a) $4,000,000 multiplied by the Approved Managed Asset Adjustment, and (b) the Warrant Consideration Adjustment (iii) if the average aggregate Net Revenues of the Acquired Business for the Contingent Period are greater than $15.0 million, then Buyer shall pay to the Company the amount of aggregate Contingent Consideration determined pursuant to the following formula: X = A - (B + C) X = Contingent Consideration A = the lesser of (i) $31.5 million or (ii) the product of 1.80 multiplied by the number average aggregate Net Revenues of shares of Charter Common Stock held by such Charter Stockholder immediately prior the Acquired Business for the Contingent Period B = 4,000,000 C = an amount equal to the Effective Time sum of (a) $4,000,000 multiplied by the Approved Managed Asset Adjustment, and (b) the Per Share Recovery RatioWarrant Consideration Adjustment (b) If the conditions set forth below are satisfied, the Buyer shall make advances of a portion of the Contingent Consideration to the Company in the amounts set forth below within 60 days after the end of each of the first two years of the Contingent Period: (i) If the aggregate Net Revenues of the Acquired Business for the first year of the Contingent Period exceed $4.0 million, then Buyer shall advance to the Company an amount determined pursuant to the following formula: X = A - (D - C) X = Advance A = aggregate Net Revenues of the Acquired Business for the first year of the Contingent Period. Shares of FAC Common StockB = 1.05, if anyA is greater than $4.0 million but not more than $8.0 million; 1.55 if A is greater than $8.0 million but not more than $15.0 million; or 1.80, described in if A is greater than 15.0 million. C = $4,000,000 D = The lesser of (i) $31.5 million or (ii) the product of A multiplied by B. (ii) If the average aggregate Net Revenues of the Acquired Business for the first two years of the Contingent Period exceed $4.0 million, then Buyer shall advance to the Company an amount determined pursuant to the following formula: X = A - (D - C) X = Advance A = the average aggregate Net Revenues of the Acquired Business for such two-year period. B = 1.05, if A is greater than $4.0 million but not more than $8.0 million; 1.55 if A is greater than $8.0 million but not more than $15.0 million; or 1.80, if A is greater than $15.0 million. C = $4,000,000 plus the amount paid pursuant to Section 1.6(b)(i). D = The lesser of (i) $31.5 million or (ii) the product of A multiplied by B. (iii) Any advances made pursuant to this Section 3.1A are hereinafter referred to as "1.6(b) shall reduce the amount of any Contingent Shares." Consideration payable after the termination of the Contingent Period on a dollar for dollar basis. In the event that the circumstances described in paragraph Contingent Consideration payable to the Company following the termination of the Contingent Period is less than the aggregate amount of the advances made to the Company, the Company agrees, jointly and severally, to repay to Buyer within ten (b10) days after determination of this Section 3.1A arise, then each Charter Stockholder shall be entitled to receive the consideration described in such paragraph amount of Contingent Consideration payable (bthe "Due Date"), if anythe amount of advances received, in lieu together with interest at the prime rate of any FAC Common StockThe Chase Manhattan Bank plus 2 percent from the tenth day after the due date to the date of repayment to Buyer. (bc) In Within 45 days after the event that end of each year of the Contingent Period, Buyer shall prepare and deliver to the Company a statement of Net Revenues of the Acquired Business for the immediately preceding year (the "Statement of Net Revenues"). Within ten days after delivery of the Statement of Revenues to the Company, the Company may dispute the Statement of Revenues by giving written notice (a "Notice of Disagreement") to Buyer setting forth in reasonable detail the basis for any such dispute (any such dispute being hereinafter called a "Disagreement"). Any Disagreement under this Section shall be resolved in accordance with the procedures set forth in Section 1.5 hereof. Any Contingent Consideration payable under this Agreement shall be paid 60 days after the expiration of the Contingent Period or, if later, the date all Disagreements relating to such Contingent Period have been finally resolved. (d) For purposes of the calculation of Contingent Consideration, Buyer agree as follows: (i) a consolidationto allocate any revenues attributable to Convertible Business from accounts of NA or NIG existing at Closing to the Acquired Business, merger as appropriate, provided that revenues from accounts of NA or acquisition of FAC with, into or by another corporation ("Acquiror"), NIG existing at Closing attributable to business other than Convertible Business shall be allocated to the Acquired Business, as appropriate, up to a transaction pursuant maximum amount for all revenues attributable to which FAC is the surviving entity and which does business other than Convertible Business not result in a reclassification exceeding 10% of the outstanding shares of FAC Common Stock into shares of other stock, cash or other securities or property has been consummated prior to the fifth anniversary total revenues of the Effective Time, and Acquired Business without taking into account revenues attributable to business other than Convertible Business described in Section 1.7(d)(ii); (ii) to allocate any revenues attributable to Convertible Business which is produced by sales representatives employed by NA or NIG as of Closing to the last payment constituting Goodwill Litigation Recovery is received after Acquired Business, as appropriate, provided that revenues produced by sales representatives employed by NA or NIG as of Closing attributable to business other than Convertible Business shall be allocated to the consummation Acquired Business, as appropriate up to a maximum amount for all revenues attributable to business other than Convertible Business not exceeding 10% of a transaction the total revenues of the Acquired Business without taking into account revenues attributable to business other than Convertible Business described in Section 1.7(d)(i); (iiii) above but before to allocate new investment management opportunities relating to Convertible Business (whether for existing clients of Buyer's other divisions or business units or new clients) produced by sales representatives of Buyer's divisions or business units (other than the fifth anniversary Acquired Business) among the Acquired Business on the one hand and any other divisions or business units of Buyer, on the other hand, fairly based upon (v) the source of the Effective Time, then each Charter Stockholder opportunity; (w) the history of the relationship with the potential client; (x) the investment objectives of the potential client; (y) the identity of the personnel who will provide the investment management services; and (z) such other factors as the Buyer determine are materially relevant to achieve a fair allocation consistent with providing the highest quality services to the client; and (iv) not to change its accounting policies in any way that has a material adverse effect on the calculation of the revenues of the Acquired Business. Nothing contained in this Section of the Agreement shall be entitled deemed to receive, at create an obligation on the election of Acquiror, either cash or shares part of the Acquiror's capital stockBuyer or their Affiliates, whether express or implied, to continue all or part of the Acquired Business, to sell or not sell any of the assets of the Company used in the operation of the Acquired Business, to continue or discontinue offering products or services offered by NA or NIG as of the Closing Date, or to develop new products or offer new services, and nothing contained in this Section or in the Agreement shall create a combination duty on behalf of cash and shares Buyer to facilitate the ability of the Acquiror's capital stock, having a value equaling Company to earn the product of (A) fifty percent (50%) of Net Goodwill Litigation Recovery divided by the number of shares of Charter Common Stock issued and outstanding immediately prior to the Effective Time and (B) the number of shares of Charter Common Stock held by such Charter Stockholder immediately prior to the Effective Time ("Acquiror Contingent Consideration"); provided, however, that no Acquiror Consideration shall be distributable to the Charter Stockholders unless the aggregate value of such Acquiror Consideration would equal or exceed the product of Two Dollars ($2.00) and the number of shares of Charter Common Stock issued and outstanding immediately prior to the 6.

Contingent Consideration. Parent is hereby granted the right (the “Repurchase Right”), exercisable at any time following: (a) Subject with respect to paragraph the Straight-Line Contingent Shares (as defined below), any termination of the employment of Kae-por ▇. ▇▇▇▇▇ (“▇▇▇▇▇”) with Parent or its affiliates or any successor entity either (i) for Cause or (ii) by ▇▇▇▇▇ other than for Good Reason, and (b) with respect to the Conditional Contingent Shares (as defined below), the failure of the Subsidiary to attain the CTM Revenue targets as provided herein, in each case to repurchase at the Repurchase Price the Contingent Shares in which each Selling Shareholder and each holder of a Company Share Option immediately prior to the Closing (each an “Option Holder” and collectively, the “Option Holders”) have not acquired a vested interest in accordance with the vesting provisions of this Section 3.1A1.2(c) (such shares to be hereinafter called the “Unvested Shares”). Notwithstanding anything in this Agreement to the contrary, (x) the Repurchase Right shall not become effective with respect to the Straight-Line Contingent Shares until a termination of the employment of ▇▇▇▇▇ by Parent or its affiliates for Cause or by ▇▇▇▇▇ other than for Good Reason, (y) the Repurchase Right shall not become effective with respect to the Conditional Contingent Shares until January 1, 2016 and (z) the Repurchase Right shall terminate, and cease to be exercisable, with respect to any and all Contingent Shares in which the Selling Shareholders and the Option Holders vest in accordance with the provisions of this Section 1.2(c), including the schedules described below. Accordingly, provided ▇▇▇▇▇ continues to be employed by Parent or its affiliate or any successor entity, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, thirty three percent (33%) of the Contingent Shares (the “Straight-Line Contingent Shares”), over a period commencing from the date of this Agreement and ending December 31, 2015, in a series of successive equal semi-annual installments of 20% of the Straight Line Contingent Shares at 12:01 a.m. EST on each six month anniversary of the date of this Agreement, with the final installment vesting on December 31, 2015. In addition, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, sixty seven percent (67%) of the Contingent Shares (the “Conditional Contingent Shares”), as follows: (i) If the 2014 CTM Revenue shall equal or exceed $2,500,000, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, 59,555 Conditional Contingent Shares. (ii) If the 2015 CTM Revenue shall equal or exceed $3,500,000, the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, 138,963 Conditional Contingent Shares. (iii) If the 2014 CTM Revenue did not equal or exceed $2,500,000 or the 2015 CTM Revenue did not equal or exceed $3,500,000 and the 2013 CTM Revenue, 2014 CTM Revenue and 2015 CTM Revenue in the aggregate shall equal or exceed $7,700,000, then in such event the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, all of the Conditional Contingent Shares to the extent not previously vested. In the event of any termination of employment of ▇▇▇▇▇ with Parent or its affiliates or any successor entity either (i) by the Parent and its affiliates without Cause, (ii) by ▇▇▇▇▇ for Good Reason or (iii) by the death or Disability of ▇▇▇▇▇ prior to the date that the Selling Shareholders and the Option Holders shall have become fully vested with respect to all of the Straight-Line Contingent Shares in accordance with this Section 1.2(c), then in such event the Selling Shareholders and the Option Holders shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, all of the Straight-Line Contingent Shares to the extent not previously vested. In the event of any termination of employment of ▇▇▇▇▇ with Parent or its affiliates or any successor entity either (i) by the Parent and its affiliates for Cause or (ii) by ▇▇▇▇▇ without Good Reason prior to the date that the Selling Shareholders and the Option Holders shall have become fully vested with respect to all of the Straight-Line Contingent Shares in accordance with this Section 1.2(c), then, in addition to the shares of FAC Common Stock to be issued in exchange for shares of Charter Common Stock pursuant to the provisions of 5 Section 3.1 (c) of this Agreement, each Charter Stockholder shall be entitled to receive an additional number of shares of FAC Common Stock, rounded down to the nearest number of whole shares, equal to the product of the number of shares of Charter Common Stock held by such Charter Stockholder immediately prior to the Effective Time and the Per Share Recovery Ratio. Shares of FAC Common Stock, if any, described in this Section 3.1A are hereinafter referred to as "Straight-Line Contingent Shares." In the event that the circumstances described in paragraph (b) of this Section 3.1A arise, then each Charter Stockholder shall be entitled to receive the consideration described in such paragraph (b), if any, in lieu which the Selling Shareholders and the Option Holders shall have previously acquired a vested interest pursuant to the terms of any FAC Common Stock. (b) In the event that (i) a consolidation, merger or acquisition of FAC with, into or by another corporation ("Acquiror"this Section 1.2(c), other than the Selling Shareholders and the Option Holders shall acquire a transaction pursuant to which FAC is the surviving entity and which does not result in a reclassification of the outstanding shares of FAC Common Stock into shares of other stock, cash or other securities or property has been consummated prior to the fifth anniversary of the Effective Timevested interest in, and (ii) the last payment constituting Goodwill Litigation Recovery is received after the consummation of a transaction described in (i) above but before the fifth anniversary of the Effective TimeRepurchase Right shall lapse with respect to, then each Charter Stockholder shall be entitled to receive, at the election of Acquiror, either cash or shares of the Acquiror's capital stock, or a combination of cash and shares of the Acquiror's capital stock, having a value equaling the product of (A) fifty percent (50%) of Net Goodwill Litigation Recovery divided by the number of shares Straight-Line Contingent Shares that would have vested as of Charter Common Stock issued and outstanding immediately prior to the Effective Time and (B) end of the then current semi-annual period had ▇▇▇▇▇ remained in employment with the Parent, its affiliates or any successor entity through the end of such semi-annual period multiplied by a fraction, the numerator of which is the number of days during such semi-annual period that ▇▇▇▇▇ was employed by the Parent, an affiliate or any successor entity and the denominator of which is 182 and Parent’s Repurchase Right shall become effective immediately with respect to all Straight-Line Contingent Shares that remain Unvested Shares thereafter. No fractional shares shall be repurchased by Parent. Accordingly, should the Repurchase Right extend to a fractional share (in accordance with the vesting computation provisions of Charter Common Stock held by this Section 1.2(c)) at the time that Parent’s Repurchase Right becomes effective, then such Charter Stockholder immediately prior fractional share shall be added to any fractional share in which the Selling Shareholders and the Option Holders are at such time vested in order to make one whole vested share no longer subject to the Effective Time ("Acquiror Consideration"Repurchase Right. Subject to and in accordance with the provisions of Section 1.2(b); provided, however, that no Acquiror Consideration the certificates for the Contingent Shares shall be distributable deposited in escrow with the Secretary of Parent to be held in accordance with the provisions of this Section 1.2. Each deposited certificate shall be accompanied by a Stock Power duly executed by the Selling Shareholder or Option Holder to whom such certificate shall be issued. The deposited certificates, together with any other assets or securities from time to time deposited with Parent pursuant to the Charter Stockholders unless the aggregate value requirements of this Agreement, shall remain in escrow until such Acquiror Consideration would equal time or exceed the product of Two Dollars ($2.00) and the number of shares of Charter Common Stock issued and outstanding immediately prior to the 6times as the

Contingent Consideration. (a) Subject to paragraph (b) the occurrence of this Section 3.1Athe Kings Landing In-Service Date, in addition to the shares of FAC Common Stock other consideration to be paid or issued to the Seller hereunder, the Purchaser shall pay to the Seller, in exchange for shares of Charter Common Stock accordance with Section 2.08(b), an amount (as finally determined pursuant to this Section 2.08) equal to, which amount shall never be less than $0 (the provisions of 5“AFE Consideration”): Section 3.1 (ci) of this Agreement, each Charter Stockholder shall be entitled to receive an additional number of shares of FAC Common Stock, rounded down to $75,000,000; (ii) plus the nearest number of whole shares, equal to the product of the number of shares of Charter Common Stock held by such Charter Stockholder immediately prior to the Effective Time and the Per Share Recovery Ratio. Shares of FAC Common Stockamount, if any, described by which the Target AFE is greater than the AFE Amount; and (iii) minus the amount, if any, by which the AFE Amount is greater than the Target AFE. (b) Not later than 75 days after the Kings Landing In-Service Date (but subject to the Kings Landing In-Service Date) (the “AFE Determination Date”), the Purchaser shall prepare and deliver to the Seller a preliminary statement (the “AFE Statement”) setting forth in reasonable detail the Purchaser’s good faith calculation of the AFE Consideration (the “Estimated AFE Consideration”), and within five (5) Business Days following the AFE Determination Date, the Purchaser shall pay the Estimated AFE Consideration to the Seller by wire transfer of immediately available funds in accordance with the Wire Transfer Instructions or to such other account as may be designated in writing by the Seller. The AFE Statement will (i) be derived from the books and records of the Business, (ii) be prepared in accordance with the provisions of this Section 3.1A are hereinafter referred 2.08 (and any defined terms used herein) and (iii) include reasonable supporting detail to evidence the calculations of the amounts contained therein. During the period commencing upon the date of receipt by the Seller of the AFE Statement and expiring on the date that is 30 days thereafter (the “AFE Consideration Review Period”), the Purchaser shall make available or cause to be made available to the Seller and its accountants (during regular business hours and upon reasonable prior notice), at the Seller’s sole cost and expense and subject to Section 6.04(b), (i) the Books and Records relating to the AFE Statement and (ii) Purchaser’s accounting personnel and advisors, in each case, as "Contingent Shares." reasonably requested by the Seller. In the event that the circumstances described Purchaser fails to provide such access (and the Purchaser is provided written notice of such failure by Seller), the AFE Consideration Review Period shall be automatically extended by the number of days the Purchaser failed to provide such access. If the Seller disputes the calculation of the AFE Consideration set forth in paragraph the AFE Statement, then the Seller may deliver a written notice to the Purchaser (ban “AFE Consideration Dispute Notice”) to the Purchaser prior to the expiration of the AFE Consideration Review Period. Any AFE Consideration Dispute Notice shall set forth, in reasonable detail, the principal basis for the dispute of any such calculation set forth in the AFE Statement and the Seller’s determination of the AFE Consideration. If the Seller does not deliver an AFE Consideration Dispute Notice prior to the expiration of the AFE Consideration Review Period, the AFE Consideration set forth in the Purchaser’s AFE Statement shall be deemed final and binding on the Purchaser and the Seller. If the Seller delivers an AFE Consideration Dispute Notice prior to the expiration of the AFE Consideration Review Period, then the Purchaser and the Seller shall meet, confer and exchange additional relevant information reasonably requested by the other Party regarding the calculation of the AFE Consideration for a period of 20 days following delivery of such AFE Consideration Dispute Notice to the Purchaser and the Purchaser and the Seller shall use their respective commercially reasonable efforts to resolve by written agreement any differences as to the AFE Consideration. In the event that the Seller and the Purchaser so resolve any such differences, the AFE Consideration so mutually agreed upon the Purchaser and the Seller shall be final and binding as the AFE Consideration. If the Seller and the Purchaser are unable to reach agreement on the calculation of the AFE Consideration within the 20 day period following delivery of such AFE Consideration Dispute Notice to Purchaser, then either the Seller or the Purchaser may submit any remaining disputes with respect to the AFE Consideration calculation that were included in the AFE Consideration Dispute Notice to the Independent Accountant and the dispute resolution procedures set forth in Section 2.05(e) shall apply, mutatis mutandis, to resolve such remaining disputes. The Independent Accountant’s determination and calculation of the AFE Consideration will be conclusive and binding upon the Parties (absent manifest error) for all purposes of this Agreement and may be entered and enforced in any court of competent jurisdiction as an arbitral award. The AFE Consideration as finally determined pursuant to this Section 3.1A arise, then each Charter Stockholder shall be entitled 2.08(b) is herein referred to receive as the consideration described in such paragraph (b), if any, in lieu of any FAC Common Stock“Final AFE Consideration”. (bc) Within five (5) Business Days following the determination of the Final AFE Consideration: (i) if the Estimated AFE Consideration exceeds the Final AFE Consideration, the Seller shall pay to the Purchaser the amount of such excess by wire transfer of immediately available funds to an account designed by the Purchaser in writing; (ii) if the Final AFE Consideration exceeds the Estimated AFE Consideration, the Purchaser shall promptly pay to the Seller the amount of such excess by wire transfer of immediately available funds in accordance with the Wire Transfer Instructions or to such other account as may be designated in writing by the Seller; and (iii) if the Estimated AFE Consideration and Final AFE Consideration are equal, no Party shall be required to make any additional payments pursuant to this Section 2.08(c). (d) The following provisions shall apply during the period from the Closing through payment of all contingent consideration pursuant this Section 2.08: (i) the Purchaser shall, and shall cause its Affiliates (including the Company Group) to, use commercially reasonable efforts (in good faith) to achieve the Kings Landing In-Service Date and shall not, and shall cause its Affiliates (including the Company Group) not to, take any action with the primary intent of reducing the contingent consideration payable to the Seller pursuant this Section 2.08; (ii) the Purchaser shall provide Seller with copies of all material written notices received or issued by Purchaser or any of its Affiliates (including the Company Group) under the EPC Agreement or any other applicable material Contract related to the development, construction and completion of the Kings Landing Gas Gathering and Processing Development, including any written notice alleging a breach of the EPC Agreement and any material change orders; (iii) the Purchaser shall not, and shall not permit its Affiliates (including the Company Group) to, without reasonable grounds (as determined in the Purchaser’s business judgment), terminate the EPC Agreement or fail to make any payments required pursuant to the terms of the EPC Agreement (which, for the avoidance of doubt, shall not prevent Purchaser from disputing any payments in good faith); and (iv) within 15 days following the end of each month, the Purchaser shall deliver to the Seller a written statement setting forth the Purchaser’s calculation of the AFE Amount through the end of such month, together with all supporting documentation (including copies of any applicable invoices) with respect thereto. (e) Notwithstanding anything to the contrary herein, in the event that, prior to the occurrence of the Kings Landing In-Service Date, (i) a Kings Landing Change of Control Event occurs, (ii) the EPC Agreement is terminated and not replaced within 90 days following such termination with an engineering, procurement and construction agreement with a recognized and experienced industry contractor or (iii) the Purchaser and its Affiliates (including the Company Group) cease to use commercially reasonable efforts (in good faith) to achieve completion of the Kings Landing Gas Gathering and Processing Development for any 60 consecutive day-period or for 120 days or more in the aggregate (other than as a result of force majeure or any cessation required by applicable Law), the Purchaser shall pay to the Seller by wire transfer of immediately available funds in accordance with the Wire Transfer Instructions or to such other account as may be designated in writing by the Seller an amount equal to $75,000,000 in satisfaction of its payment obligations under this Section 2.08. (f) All payments to be made pursuant this Section 2.08 shall be made without setoff, deduction, or counterclaim on the date due. (g) In the event that Purchaser or any of its Affiliates (iincluding, from and after Closing, any member of the Company Group) modifies or changes the scope of the Kings Landing Gas Gathering and Processing Development contemplated by the Target AFE (whether through (x) a consolidationchange in the design of the Kings Landing Gas Gathering and Processing Development, merger or acquisition (y) issuance of FAC witha change order under, the entering into an amendment or by another corporation ("Acquiror"other modification of, the EPC Agreement or other applicable Contract), other than a transaction pursuant to which FAC is any changes (i) that are required (e.g., that are not discretionary or otherwise optional) for the surviving entity and which does not result in a reclassification operational performance or reliability of the outstanding shares of FAC Common Stock into shares of other stock, cash Kings Landing Gas Gathering and Processing Development or other securities or property has been consummated prior to the fifth anniversary of the Effective Time, and (ii) the last payment constituting Goodwill Litigation Recovery is received after the consummation of a transaction described as required to comply with any Law. Any capital expenditures associated with such modification or change in (i) above but before the fifth anniversary scope of the Effective Time, then each Charter Stockholder Kings Landing Gas Gathering and Processing Development shall be entitled to receive, at disregarded for all purposes under this Section 2.08 and such capital expenditures shall not be included in the election of Acquiror, either cash or shares calculation of the Acquiror's capital stock, or a combination of cash and shares of the Acquiror's capital stock, having a value equaling the product of (A) fifty percent (50%) of Net Goodwill Litigation Recovery divided by the number of shares of Charter Common Stock issued and outstanding immediately prior to the Effective Time and (B) the number of shares of Charter Common Stock held by such Charter Stockholder immediately prior to the Effective Time ("Acquiror Consideration"); provided, however, that no Acquiror Consideration shall be distributable to the Charter Stockholders unless the aggregate value of such Acquiror Consideration would equal or exceed the product of Two Dollars ($2.00) and the number of shares of Charter Common Stock issued and outstanding immediately prior to the 6AFE Amount.

Contingent Consideration. (a) Subject Seller will be entitled to paragraph receive additional cash consideration if, (i) on or prior to the Closing Date, Seller or (ii) within 270 days from the Closing Date, Buyer, enters into any binding purchase order resulting from any or all of the potential customer projects described on Schedule 2.6(a) (each a “Purchase Order”) which (A) is on terms that are consistent with the Ordinary Course of Business and (B) has a projected Gross Margin as of the date of such Purchase Order or, for any Purchase Order accepted by Seller prior to Closing, as of the Closing Date, in excess of 25%. In such case, subject to Section 2.6(b), Seller will be entitled to an amount equal to 5% of the aggregate consideration received by Buyer after the Closing in connection with each such Purchase Order (collectively, the “Contingent Consideration”). (b) Any Contingent Consideration with respect to a Purchase Order or a deliverable thereunder will be considered fully earned and payable to Seller within 30 days after Buyer’s actual receipt of each and every corresponding cash payment related to such Purchase Order, without giving effect to any credits, refunds, incentives, or offsets provided to the applicable customer under such Purchase Order. (c) Seller acknowledges that (i) the provisions of this Section 3.1A, in addition to 2.6 are an integral part of the shares of FAC Common Stock consideration to be issued received by Seller in exchange for shares respect of Charter Common Stock the Purchased Assets, (ii) there may be no Contingent Consideration payable pursuant to the provisions of 5 Section 3.1 (c) of this Agreement, each Charter Stockholder shall be entitled to receive an additional number of shares of FAC Common Stock, rounded down to the nearest number of whole shares, equal to the product of the number of shares of Charter Common Stock held by such Charter Stockholder immediately prior to the Effective Time and the Per Share Recovery Ratio. Shares of FAC Common Stock, if any, described in this Section 3.1A are hereinafter referred to as "Contingent Shares." In 2.6, (iii) the event that the circumstances described in paragraph (b) rights of Seller under this Section 3.1A arise2.6 will not be represented by certificates or other instruments and will not represent an ownership interest in Buyer or any of its Affiliates or Subsidiaries, then each Charter Stockholder shall be entitled (iv) the rights of Seller under this Section 2.6 are not transferable, except as provided in Section 10.3, and (v) the rights of Seller to receive the consideration described in such paragraph (b), if any, in lieu payment of Contingent Consideration will not bear any FAC Common Stockinterest. (bd) In Seller acknowledges that Buyer’s operation of the event that Business may affect the ability to realize any Contingent Consideration, and Buyer will not be obligated to enter into or accept a Purchase Order pursuant this Section 2.6 if, in the reasonable, good faith judgment of Buyer, the Purchase Order (i) a consolidation, merger or acquisition of FAC with, into or by another corporation ("Acquiror"), other than a transaction pursuant to which FAC is the surviving entity and which does will not result in a reclassification of the outstanding shares of FAC Common Stock into shares of other stock, cash Gross Margin equal to or other securities greater than 25% or property has been consummated prior to the fifth anniversary of the Effective Time, and (ii) the last payment constituting Goodwill Litigation Recovery is received after the consummation of a transaction described in (i) above but before the fifth anniversary of the Effective Time, then each Charter Stockholder shall be entitled to receive, at the election of Acquiror, either cash or shares of the Acquiror's capital stocknot, or a combination would not be, on terms and conditions that are consistent with the Ordinary Course of cash and shares Business of the Acquiror's capital stock, having a value equaling the product of (A) fifty percent (50%) of Net Goodwill Litigation Recovery divided by the number of shares of Charter Common Stock issued and outstanding immediately prior Seller. Buyer agrees to the Effective Time and (B) the number of shares of Charter Common Stock held by such Charter Stockholder immediately prior use its commercially reasonable efforts to the Effective Time ("Acquiror Consideration"); provided, however, that no Acquiror Consideration shall be distributable to the Charter Stockholders unless the aggregate value of such Acquiror Consideration would equal or exceed the product of Two Dollars ($2.00) and the number of shares of Charter Common Stock issued and outstanding immediately prior to the 6perform its obligations under each accepted Purchase Order.