Common use of Deferred Consideration Clause in Contracts

Deferred Consideration. 9.1 With respect to the NS Railways Claim, the Utrecht Claims and the Contested Belgian Municipality Taxes Matter (each a “Deferred Consideration Matter” and, together, the “Deferred Consideration Matters”) following Completion: 9.1.1 the Purchaser shall, and shall procure that the relevant members of the Purchaser’s Group shall, use reasonable endeavours to pursue the Deferred Consideration Matters in favour of the relevant Group Companies (provided that, subject to Clauses 9.1.3 and 9.1.4, the Purchaser shall assume sole conduct of any related proceedings, negotiations or appeals and be entitled in its absolute discretion to take such action as it deems necessary in pursuing the Deferred Consideration Matters); 9.1.2 the Seller shall indemnify the Purchaser and each relevant member of the Purchaser’s Group on an as-incurred basis against 50 per cent. of all reasonable external costs and expenses (including legal and professional costs and expenses) that are directly incurred by the Purchaser’s Group following Completion in connection with the conduct of the Deferred Consideration Matters; 9.1.3 with effect from Completion, the Purchaser shall consult with the Seller in relation to the conduct of the Deferred Consideration Matters, which shall include: (a) regularly reviewing with the Seller (on a quarterly basis or more frequently if reasonably required by the Seller) the progress and proposed strategy of each Deferred Consideration Matter; (b) keeping the Seller fully informed of all material developments and consulting with the Seller in a timely manner with respect to each material step, action or decision to be taken in connection with a Deferred Consideration Matter (and taking into account the Seller’s reasonable comments regarding any such material step, action or decision); and (c) providing to the Seller in a timely manner all: (i) material communications; and (ii) drafts of submissions or filings (or equivalent) proposed to be made by or on behalf of the Purchaser’s Group, in each case, in relation to a Deferred Consideration Matter (and which may be redacted as necessary to address legal privilege or confidentiality concerns or to comply with applicable Law); 9.1.4 the Purchaser shall not, and shall procure that the members of the Purchaser’s Group shall not, without the prior written consent of the Seller (acting reasonably): (i) offer or accept any settlement with respect to any Deferred Consideration Matter; or (ii) cease to pursue any Deferred Consideration Matter; and 9.1.5 the Purchaser shall pay to the Seller in cash, as additional consideration for the Shares from time to time, 50 per cent. of any amount(s) actually recovered and/or obtained by the Purchaser’s Group from the applicable defendant(s) (or any affiliates thereof) in connection with the Deferred Consideration Matters, net of any Taxes (including any Transfer Taxes) thereon, as promptly as reasonably practicable following any such recovery (each such amount being “Deferred Consideration”). 9.2 The Seller may, at its absolute discretion, elect to forfeit its right to receive any Deferred Consideration in respect of any one or more Deferred Consideration Matters by notice in writing to the Purchaser, following which all of its rights and obligations under this Clause 9 in respect of such Deferred Consideration Matter(s) shall lapse (save with respect to the payment of any Deferred Consideration or costs and expenses that became payable prior to the date of such notice pursuant to Clauses 9.1.5 and 9.1.2, respectively). 9.3 The payment of any Deferred Consideration by the Purchaser to the Seller shall be made in USD upon any such Deferred Consideration becoming payable from time to time in accordance with Clause 9.1.5. The obligations of the Purchaser under this Clause 9 shall lapse on the expiration of a period of seven years following the Completion Date (save with respect to the payment of any Deferred Consideration that became payable prior to such expiry date).

Deferred Consideration. 9.1 With respect to the NS Railways Claim, the Utrecht Claims and the Contested Belgian Municipality Taxes Matter (each a “Any Deferred Consideration Matter” andshall be paid by Purchaser to Seller in four installments, togetherif earned, based the “Annual Adjusted Earnings of the Company for each of the years ended December 31, 1999, 2000, 2001 and 2002 (the "PAYMENT YEARS"). Within 90 days following the end of each Payment Year, Purchaser shall deliver to Seller its written determination of the Annual Adjusted Earnings for such Payment Year (the "PURCHASER DETERMINATION NOTICE"), together with a copy of the Company's financial statements for such Payment Year audited by the Company's independent auditors and such working papers as may be reasonably requested by Seller. Seller shall advise Purchaser if Seller agrees or disagrees with Purchaser's determination of the Annual Adjusted Earnings for each Payment Year. If Seller fails to so advise Purchaser within 20 days following the delivery of the Purchaser Determination Notice, it shall be deemed that Seller shall have accepted Purchaser's determination of the Annual Adjusted Earnings for such Payment Year. If Seller disagrees with Purchaser's determination, Seller shall give notice of disagreement (a "SELLER DISAGREEMENT NOTICE"), which notice shall specify the Seller's determination of the disputed Annual Adjusted Earnings. If a Seller Disagreement Notice shall be delivered, Purchaser and Seller shall attempt to reach agreement on the disputed Annual Adjusted Earnings. If Purchaser and Seller are unable to reach an agreement within 15 days, either Purchaser or Seller may submit the disagreement to arbitration in accordance with the procedures set forth in Section 2(d) above. Within 15 days following determination of the Annual Adjusted Earnings for each Payment Year (either by agreement or by arbitration, as the case may be), a Deferred Consideration Matters”installment shall be paid, if earned, to Seller as follows. (i) following Completion: 9.1.1 If the Purchaser shallAnnual Adjusted Earnings for a Payment Year minus the Shortfall, and shall procure that if any, for the relevant members of the Purchaser’s Group shallimmediately preceding Payment Year are less than or equal to $1,500,000, use reasonable endeavours to pursue then the Deferred Consideration Matters in favour of the relevant Group Companies (provided that, subject to Clauses 9.1.3 installment for such Payment Year will not be due and 9.1.4, the Purchaser no payment shall assume sole conduct of any related proceedings, negotiations or appeals and be entitled in its absolute discretion to take such action as it deems necessary in pursuing the made. If a Deferred Consideration Matters);installment payment is not due with respect to any Payment Year, then such Deferred Consideration installment payment will be forfeited and not payable in an succeeding Payment Year, except as specifically set forth below. 9.1.2 (ii) If the Seller shall indemnify Annual Adjusted Earnings for a Payment Year minus the Shortfall, if any, for the immediately preceding Payment Year are greater than $1,500,000, Purchaser and each relevant member of the Purchaser’s Group on an as-incurred basis against 50 per cent. of all reasonable external costs and expenses (including legal and professional costs and expenses) that are directly incurred by the Purchaser’s Group following Completion will pay to Seller, in connection with the conduct full satisfaction of the Deferred Consideration Matters; 9.1.3 with effect from Completioninstallment for such Payment Year, the Purchaser shall consult with the Seller in relation an amount equal to the conduct product of the Purchase Percentage multiplied by the remainder of (A) the lesser of (x) the Annual Adjusted Earnings for such Payment Year minus the Shortfall, if any, for the immediately preceding Payment Year and (y) the 1998 Adjusted Earnings, minus (B) $1,500,000. Notwithstanding the foregoing, Purchasers will pay to Seller a minimum Deferred Consideration installment for the Payment Year ended December 31, 1999 of at least $196,000. If the Annual Adjusted Earnings for the Payment Year ended December 31, 1999 is greater than the 1998 Adjusted Earnings, then Purchaser will pay to Seller, in full satisfaction of the Deferred Consideration Mattersinstallment for the Payment Year ended 1999, which shall include: (a) regularly reviewing with an amount equal to the Seller (on a quarterly basis or more frequently if reasonably required product of the Purchase Percentage multiplied by the Sellerremainder of (A) the progress lesser of (x) the Annual Adjusted Earnings for such Payment Year and proposed strategy of each Deferred Consideration Matter; (by) keeping the Seller fully informed of all material developments and consulting with the Seller in a timely manner with respect to each material step1998 Adjusted Earnings plus $245,000, action or decision to be taken in connection with a Deferred Consideration Matter minus (and taking into account the Seller’s reasonable comments regarding any such material step, action or decision); and (cB) providing to the Seller in a timely manner all: (i) material communications; and (ii) drafts of submissions or filings (or equivalent) proposed to be made by or on behalf $1,500,000. The determination of the Purchaser’s GroupShortfall, in each caseif any, in relation to a Deferred Consideration Matter (and which may be redacted as necessary to address legal privilege or confidentiality concerns or to comply with applicable Law); 9.1.4 the Purchaser shall not, and shall procure that the members of the Purchaser’s Group shall not, without the prior written consent of the Seller (acting reasonably): (i) offer or accept any settlement with respect to any Deferred Consideration Matter; or (ii) cease to pursue any Deferred Consideration Matter; and 9.1.5 the Purchaser shall pay to the Seller in cash, as additional consideration for the Shares from time to timePayment Year ended December 31, 50 per cent1999 shall not be affected by this paragraph. of any amount(s) actually recovered and/or obtained by the Purchaser’s Group from the applicable defendant(s) (or any affiliates thereof) in connection with If the Deferred Consideration Mattersinstallment payment for the Payment Year ended December 31, net of any Taxes 1999 is not paid in full (including any Transfer Taxes) thereoni.e. if the Annual Adjusted Earnings for the Payment Year ended December 31, as promptly as reasonably practicable following any such recovery (each such amount being “Deferred Consideration”1999 are less than the 1998 Adjusted Earnings). 9.2 The Seller may, at its absolute discretion, elect to forfeit its right to receive any Deferred Consideration in respect of any one or more Deferred Consideration Matters by notice in writing to then the Purchaser, following which all of its rights and obligations under this Clause 9 in respect portion of such Deferred Consideration Matter(sinstallment payment not paid based on the Annual Adjusted Earnings for the Payment Year ended December 31, 1999 shall be added to the Deferred Consideration installment payment that may be earned for the Payment Year ended December 31, 2000 (the "COMBINED DEFERRED CONSIDERATION INSTALLMENT"). In such event and if the Annual Adjusted Earnings for the Payment Year ended December 31, 2000 minus the Shortfall, if any, for the Payment Year ended December 1999 is greater than $1,500,000, Purchaser will pay to Seller, in full satisfaction of the Combined Deferred Consideration Installment, an amount equal to the product of the Purchase Percentage multiplied by the remainder of (A) the lesser of (x) the Annual Adjusted Earnings for the Payment Year ended December 31, 2000 minus the Shortfall, if any, for the Payment Year ended December 31, 1999, and (y) the 1998 Adjusted Earnings plus the 1999 Carryforward Amount (as defined below), minus (B) $1,500,000. Any amount payable to Seller pursuant to the foregoing sentence that would not have been payable to Seller if clause (y) of the above formula was amended to include only the 1998 Adjusted Earnings, shall lapse be reduced (save but not below zero) by all amounts paid on account of the Payment Year ended December 31, 1999. The "1999 CARRYFORWARD AMOUNT" shall be an amount equal to the remainder of (1) the 1998 Adjusted Earnings, minus (2) $1,500,000. Certain examples designed to provide guidance in calculating Deferred Consideration are attached hereto as EXHIBIT D. Seller acknowledges that: (i) the Company has complete control over its business and operations, including whether to enter into or not enter into contracts, the terms and conditions of any such contracts in the development of new products, the timing of product introductions, marketing of products, advertising and promotion of products, allocation of Company resources and employment of personnel; and (ii) decisions made by the Company may materially and adversely affect Annual Adjusted Earnings, which in turn could affect the Deferred Consideration payable to Seller in any Payment Year, subject to the formula of calculating Deferred Consideration payments set forth above. Seller agrees that all decisions of the Company with respect to its business and operations shall be final and binding on Seller, and Seller shall have no claim against the payment Company or the Purchaser that the amount of any Deferred Consideration or costs and expenses that became payable prior to paid in any period would have been greater if the date of such notice pursuant to Clauses 9.1.5 and 9.1.2, respectively)Company had made different decisions. 9.3 The payment of any Deferred Consideration by the Purchaser to the Seller shall be made in USD upon any such Deferred Consideration becoming payable from time to time in accordance with Clause 9.1.5. The obligations of the Purchaser under this Clause 9 shall lapse on the expiration of a period of seven years following the Completion Date (save with respect to the payment of any Deferred Consideration that became payable prior to such expiry date).

Deferred Consideration. 9.1 With respect (a) In addition to the NS Railways ClaimAggregate Initial Consideration, the Utrecht Claims Members shall be entitled to receive, and Purchaser shall deliver to Purchaser’s transfer agent up to 2,500,000 shares of Purchaser Common Stock (for the Contested Belgian Municipality Taxes Matter benefit of the Members and issued in the Members’ names in book-entry form), which shares shall be delivered upon the satisfaction of the conditions set forth in this Section 2.6(a) (each a the “Deferred Consideration Matter” andMilestones”) (the following additional payments, togethercollectively, the “Deferred Consideration MattersConsideration”): (i) following Completion: 9.1.1 upon the Purchaser shall, and shall procure that the relevant members deployment of the Purchaser’s Group shallPerception Software and Network at a second data center in the United States (with [***] NE being the first data center), use reasonable endeavours to pursue 625,000 shares of Purchaser Common Stock; (ii) upon the Deferred Consideration Matters in favour deployment of the relevant Group Companies (provided thatPerception Software and Network at a third data center in [***], subject to Clauses 9.1.3 and 9.1.4, the 625,000 shares of Purchaser shall assume sole conduct of any related proceedings, negotiations or appeals and be entitled in its absolute discretion to take such action as it deems necessary in pursuing the Deferred Consideration Matters)Common Stock; 9.1.2 (iii) upon the Seller shall indemnify the Purchaser and each relevant member deployment of the Purchaser’s Group on an as-incurred basis against 50 per cent. Perception Software and Network at a fourth data center in [***], 625,000 shares of all reasonable external costs and expenses Purchaser Common Stock; (including legal and professional costs and expensesiv) that are directly incurred by upon the Purchaser’s Group following Completion in connection with the conduct deployment of the Deferred Consideration Matters; 9.1.3 with effect from CompletionPerception Software and Network at a fifth data center in [***], the 625,000 shares of Purchaser shall consult with the Seller in relation to the conduct of the Deferred Consideration Matters, which shall include: (a) regularly reviewing with the Seller (on a quarterly basis or more frequently if reasonably required by the Seller) the progress and proposed strategy of each Deferred Consideration MatterCommon Stock; (b) keeping In the Seller fully informed event that, at any time following the Closing Date, any of all material developments the Milestones are satisfied and consulting with the Seller in a timely manner with respect Members are entitled to each material step, action or decision to be taken in connection with a receive any portion of the Deferred Consideration Matter (and taking into account each, a “Deferred Payment”), Purchaser shall instruct Purchaser’s transfer agent to issue the Sellerapplicable Deferred Payment to the Members. To the extent that Purchaser’s reasonable comments regarding transfer agent issues any Deferred Payment as provided in this Section 2.6, such material step, action or decision); anddelivery shall be deemed to satisfy in full Purchaser’s obligations in respect of the delivery of such Deferred Payment. (c) providing Notwithstanding anything herein to the Seller in a timely manner allcontrary, the Deferred Payments that may become due hereunder shall be subject to the following limitations: (i) material communicationsin no event shall any Deferred Payment be payable with respect to the satisfaction of a Milestone be payable more than one time, regardless of the numbers of times the satisfaction of such Milestone occurs; (ii) in no event shall the Deferred Consideration to be delivered by Purchaser pursuant to Section 2.6(a) exceed 2,500,000 shares of Purchaser Common Stock in the aggregate; and (iiiii) drafts of submissions or filings in no event shall any Deferred Payment be payable after the date falling on the fifth (or equivalent5th) proposed to be made by or on behalf anniversary of the Purchaser’s Group, in each case, in relation to a Deferred Consideration Matter Closing Date. (d) As and which may be redacted as necessary to address legal privilege or confidentiality concerns or to comply with applicable Law); 9.1.4 the Purchaser shall not, and shall procure that the members of the Purchaser’s Group shall not, without the prior written consent of the Seller (acting reasonably): (i) offer or accept any settlement with respect to any Deferred Consideration Matter; or (ii) cease to pursue any Deferred Consideration Matter; and 9.1.5 the Purchaser shall pay to the Seller in cash, as additional consideration for the Shares from time to time, 50 per cent. of any amount(s) actually recovered and/or obtained by the Purchaser’s Group from the applicable defendant(s) (or any affiliates thereof) in connection with when the Deferred Consideration Mattersis released, net of any Taxes (including any Transfer Taxes) thereon, as promptly as reasonably practicable following any such recovery (each such amount being “Deferred Consideration”). 9.2 The Seller may, at its absolute discretion, elect to forfeit its right to receive any Deferred Consideration in respect of any one or more Deferred Consideration Matters by notice in writing it shall be delivered to the Purchaser, following which all of its rights and obligations under this Clause 9 Members in respect of such Deferred Consideration Matter(s) shall lapse (save with respect to the payment of any Deferred Consideration or costs and expenses that became payable prior to the date of such notice pursuant to Clauses 9.1.5 and 9.1.2, respectively)proportions set forth on Schedule 1. 9.3 The payment of any Deferred Consideration by the Purchaser to the Seller shall be made in USD upon any such Deferred Consideration becoming payable from time to time in accordance with Clause 9.1.5. The obligations of the Purchaser under this Clause 9 shall lapse on the expiration of a period of seven years following the Completion Date (save with respect to the payment of any Deferred Consideration that became payable prior to such expiry date).

Deferred Consideration. 9.1 With respect (a) Not later than 45 calendar days after the Deferred Consideration Period, Akerna shall deliver to the NS Railways ClaimShareholder Representative the Deferred Consideration Statement. The Deferred Consideration Statement shall be prepared in accordance with U.S. GAAP applied consistently with Ample’s past practices (to the extent such past practices are consistent with U.S. GAAP). (b) The Deferred Consideration Statement shall be accompanied by all relevant backup materials, in detail reasonably acceptable to the Shareholder Representative and such other material reasonably requested by the Shareholder Representative, and a statement setting forth the amount, if any, of Deferred Consideration payable to holders of the CVRs. (c) The Shareholder Representative shall have 20 Business Days to accept or dispute the Deferred Consideration Statement by providing written notice of such acceptance or dispute to Akerna. In the event that Akerna does not receive any written notice of acceptance or dispute of the Deferred Consideration Statement from the Shareholder Representative by the expiry of such 20 Business Day period, the Utrecht Claims Shareholder Representative will be deemed to have accepted the Deferred Consideration Statement for and on behalf of all holders of CVRs. Notwithstanding the foregoing, the period for the Shareholder Representative to accept or dispute the Deferred Consideration Statement shall be extended by such number of days as is equal to the period from: (i) the date the Shareholder Representative requests other material as contemplated under Section 2.19(b); and (ii) the date all such material is delivered to the Shareholder Representative. (d) In the event the Shareholder Representative disputes the Deferred Consideration Statement, the Shareholder Representative shall provide Akerna the nature and basis of such dispute, and Akerna and the Contested Belgian Municipality Taxes Matter (each a “Shareholder Representative shall use their commercially reasonable efforts to reach agreement on the disputed amounts in order to determine the amount of the Deferred Consideration Matter” andpayable, togetherif any. If Akerna and the Shareholder Representative are unable to resolve the dispute within 15 Business Days, then any remaining items in dispute shall be submitted to an independent firm of professional accountants selected by Akerna and the Shareholder Representative, and if the Parties fail to or refuse to mutually select a firm within a further five Business Days after written request therefor by Akerna or the Shareholder Representative, as applicable, such independent firm shall be KPMG LLP. All determinations and calculations pursuant to this subsection 2.19(d) shall consider only those Deferred Consideration Statement calculations on which the Parties have disagreed, shall be in writing, and shall be delivered to Akerna and the Shareholder Representative as promptly as practicable. The determination of the independent firm of professional accountants shall be binding and conclusive upon all Parties and will not be subject to appeal, absent manifest error. The fees and expenses of the independent firm of professional accountants shall be for the account of Akerna up to a maximum amount equal to $60,000; provided that all such fees and expenses in excess of such amount shall be shared equally by the Shareholder Representative on the one hand, and Akerna and Purchaser on the other hand. (e) If Deferred Consideration is payable in accordance with the Deferred Consideration Statement, then Akerna or Purchaser shall promptly (and in any case within five Business Days of the acceptance or final determination of the Deferred Consideration Statement) (the “Deferred Consideration MattersPayment Date”) following Completion: 9.1.1 deliver to the Purchaser shall, and shall procure that Paying Agent such number of Exchangeable Shares as is equal to the relevant members of quotient obtained by dividing: (i) the Purchaser’s Group shall, use reasonable endeavours to pursue the Deferred Consideration Matters in favour of the relevant Group Companies (provided that, subject to Clauses 9.1.3 and 9.1.4, the Purchaser shall assume sole conduct of any related proceedings, negotiations or appeals and be entitled in its absolute discretion to take such action as it deems necessary in pursuing the Deferred Consideration Matters); 9.1.2 the Seller shall indemnify the Purchaser and each relevant member of the Purchaser’s Group on an as-incurred basis against 50 per cent. of all reasonable external costs and expenses (including legal and professional costs and expenses) that are directly incurred by the Purchaser’s Group following Completion in connection with the conduct dollar value of the Deferred Consideration Matters; 9.1.3 with effect payable, by (ii) the 20 day volume weighted average price of the Akerna Shares (converted to Canadian dollars from Completion, US dollars using the Purchaser shall consult with the Seller in relation to the conduct Exchange Rate as of the Deferred Consideration MattersPayment Date) as quoted on the NASDAQ on the last trading day immediately preceding the issuance of such Exchangeable Shares, which shall include:to be held and released by the Paying Agent to the holders of CVRs in accordance with the terms of the Rights Indenture. (af) regularly reviewing No certificates or other entitlements to fractional Exchangeable Shares shall be issued to any holder of CVRs, and each holder of a CVR otherwise entitled to a fractional interest in an Exchangeable Share will receive the nearest whole number of Exchangeable Shares (with the Seller (on a quarterly basis fractions equal to or more frequently if reasonably required by the Seller) the progress greater than 0.5 being rounded up and proposed strategy of each Deferred Consideration Matter;fractions less than 0.5 being rounded down). (bg) keeping Akerna covenants and agrees that following the Seller fully informed Effective Time and until the expiration of all material developments and consulting with the Seller in a timely manner with respect to each material step, action or decision to be taken in connection with a Deferred Consideration Matter (and taking into account the Seller’s reasonable comments regarding any such material step, action or decision); and (c) providing to the Seller in a timely manner all: (i) material communications; and (ii) drafts of submissions or filings (or equivalent) proposed to be made by or on behalf of the Purchaser’s Group, in each case, in relation to a Deferred Consideration Matter (and which may be redacted as necessary to address legal privilege or confidentiality concerns or to comply with applicable Law); 9.1.4 the Purchaser shall not, and shall procure that the members of the Purchaser’s Group shall not, without the prior written consent of the Seller (acting reasonably): (i) offer or accept any settlement with respect to any Deferred Consideration Matter; or (ii) cease to pursue any Deferred Consideration Matter; and 9.1.5 the Purchaser shall pay to the Seller in cash, as additional consideration for the Shares from time to time, 50 per cent. of any amount(s) actually recovered and/or obtained by the Purchaser’s Group from the applicable defendant(s) (or any affiliates thereof) in connection with the Deferred Consideration MattersPeriod, net of any Taxes (including any Transfer Taxes) thereon, as promptly as reasonably practicable following any such recovery (each such amount being “Deferred Consideration”). 9.2 The Seller may, at its absolute discretion, elect Akerna shall cause Ample to forfeit its right make commercially reasonable efforts to receive any preserve and expand the Recurring Revenue recognized by Ample during the Deferred Consideration in respect Period, and Akerna shall not take, or permit Ample to take, any action or series of any one or more Deferred Consideration Matters by notice in writing to the Purchaser, following which all of its rights and obligations under this Clause 9 in respect of such Deferred Consideration Matter(s) shall lapse (save actions with respect to the payment business and affairs of Ample that are intended to lower or otherwise frustrate the Ample Shareholders’ entitlement to receive all or any Deferred Consideration or costs and expenses that became payable prior to the date of such notice pursuant to Clauses 9.1.5 and 9.1.2, respectively). 9.3 The payment of any Deferred Consideration by the Purchaser to the Seller shall be made in USD upon any such Deferred Consideration becoming payable from time to time in accordance with Clause 9.1.5. The obligations portion of the Purchaser under this Clause 9 shall lapse on the expiration of a period of seven years following the Completion Date (save with respect to the payment of any Deferred Consideration that became payable prior to such expiry date)Consideration.

Deferred Consideration. 9.1 With 2.1 In the event that any Deferred Consideration becomes payable in accordance with Schedule 1 of this Agreement (in respect of the Alcatel Deferred Consideration) and/or Schedule 2 of this Agreement (the BluGlass Deferred Consideration), such Deferred Consideration shall be apportioned from time to time (as nearly as practicable) between the Relevant Sellers in the proportion set out opposite their respective names in column 2 of the table set out below: (1) Name (2) Relevant Proportion of Deferred Consideration (%) 2.2 The Relevant Sellers and the Buyer agree that any payments due from the Buyer or the Buyer Group to: 2.2.1 the Relevant Sellers (other than SPP) pursuant to the NS Railways Claimterms of this Agreement shall be made to the Sellers’ Solicitors by way of payment to the Sellers’ Solicitors Account; and 2.2.2 SPP pursuant to the terms of this Agreement shall be made to SPP’s Solicitors by way of payment to the SPP’s Solicitors’ Account, in each case which shall constitute a full and valid discharge of the Buyer’s obligation to pay such amount and the Relevant Sellers hereby agree that the Sellers’ Solicitors and/or SPP’s Solicitors (as applicable) shall receive any such payment, as agent for the Relevant Sellers and the Buyer shall not be concerned with the basis upon which any such payment shall be distributed between the Relevant Sellers or be answerable for the loss or misapplication thereof. 2.3 Except as otherwise provided for herein, the Utrecht Claims and the Contested Belgian Municipality Taxes Matter (each a “Deferred Consideration Matter” and, together, the “Deferred Consideration Matters”) following Completion: 9.1.1 the Purchaser shall, and Buyer shall procure that all monies payable to any Relevant Seller under or pursuant to this Agreement shall be paid in full without any deduction, set-off or counterclaim whatsoever (except as may be required by law, in which case such deduction or withholding shall not exceed the relevant members minimum amount required to be deducted or withheld under law except as specifically provided for in this Agreement) and the Buyer irrevocably waives any other right to set-off or counterclaim against, or deduct from, any monies owed by it to any Relevant Seller hereunder. 2.4 All payments of the Purchaser’s Group shall, use reasonable endeavours to pursue the Deferred Consideration Matters pursuant to this Agreement shall be made in favour US dollars. Where any Deferred Consideration becomes payable in respect of a payment which is received or made in a currency other than US dollars (the relevant Group Companies (provided that, subject to Clauses 9.1.3 and 9.1.4“Non-USD Payment”), the Purchaser shall assume sole conduct of any related proceedings, negotiations or appeals and be entitled in its absolute discretion to take such action as it deems necessary in pursuing the Deferred Consideration Matters); 9.1.2 the Seller shall indemnify the Purchaser and each relevant member of the Purchaser’s Group on an as-incurred basis against 50 per cent. of all reasonable external costs and expenses (including legal and professional costs and expenses) that are directly incurred by the Purchaser’s Group following Completion in connection with the conduct amount of the Deferred Consideration Matters; 9.1.3 with effect from Completionshall be converted into US dollars at the prevailing exchange rate of the Target Group’s main relationship bank on the first Business Day following receipt thereof and the amount received upon such conversion, the Purchaser less any bank or other related charges or fees and other deductions provided for herein shall consult with the Seller in relation be paid to the conduct of the Deferred Consideration Matters, which shall include: (a) regularly reviewing with the Seller (on a quarterly basis or more frequently if reasonably required by the Seller) the progress and proposed strategy of each Deferred Consideration Matter; (b) keeping the Seller fully informed of all material developments and consulting with the Seller in a timely manner with respect to each material step, action or decision to be taken in connection with a Deferred Consideration Matter (and taking into account the Seller’s reasonable comments regarding any such material step, action or decision); and (c) providing to the Seller in a timely manner all: (i) material communications; and (ii) drafts of submissions or filings (or equivalent) proposed to be made by or on behalf of the Purchaser’s Group, in each case, in relation to a Deferred Consideration Matter (and which may be redacted as necessary to address legal privilege or confidentiality concerns or to comply with applicable Law); 9.1.4 the Purchaser shall not, and shall procure that the members of the Purchaser’s Group shall not, without the prior written consent of the Seller (acting reasonably): (i) offer or accept any settlement with respect to any Deferred Consideration Matter; or (ii) cease to pursue any Deferred Consideration Matter; and 9.1.5 the Purchaser shall pay to the Seller in cash, as additional consideration for the Shares from time to time, 50 per cent. of any amount(s) actually recovered and/or obtained by the Purchaser’s Group from the applicable defendant(s) (or any affiliates thereof) in connection with the Deferred Consideration Matters, net of any Taxes (including any Transfer Taxes) thereon, as promptly as reasonably practicable following any such recovery (each such amount being “Deferred Consideration”)relevant recipient. 9.2 The Seller may, at its absolute discretion, elect to forfeit its right to receive any Deferred Consideration in respect of any one or more Deferred Consideration Matters by notice in writing to the Purchaser, following which all of its rights and obligations under this Clause 9 in respect of such Deferred Consideration Matter(s) shall lapse (save with respect to the payment of any Deferred Consideration or costs and expenses that became payable prior to the date of such notice pursuant to Clauses 9.1.5 and 9.1.2, respectively). 9.3 The payment of any Deferred Consideration by the Purchaser to the Seller shall be made in USD upon any such Deferred Consideration becoming payable from time to time in accordance with Clause 9.1.5. The obligations of the Purchaser under this Clause 9 shall lapse on the expiration of a period of seven years following the Completion Date (save with respect to the payment of any Deferred Consideration that became payable prior to such expiry date).

Deferred Consideration. 9.1 With respect to the NS Railways Claim, the Utrecht Claims and the Contested Belgian Municipality Taxes Matter (each a “Deferred Consideration Matter” and, together, the “Deferred Consideration Matters”) following Completion: 9.1.1 the Purchaser shall, and shall procure that the relevant members of the Purchaser’s Group shall, use reasonable endeavours to pursue the Deferred Consideration Matters in favour of the relevant Group Companies (provided that, subject to Clauses 9.1.3 and 9.1.4, the Purchaser shall assume sole conduct of any related proceedings, negotiations or appeals and be entitled in its absolute discretion to take such action as it deems necessary in pursuing the Deferred Consideration Matters); 9.1.2 the Seller shall indemnify the Purchaser and each relevant member of the Purchaser’s Group on an as-incurred basis against 50 per cent. of all reasonable external costs and expenses (including legal and professional costs and expenses) that are directly incurred by the Purchaser’s Group following Completion in connection with the conduct of the Deferred Consideration Matters; 9.1.3 with effect from Completion, the Purchaser shall consult with the Seller in relation to the conduct of the Deferred Consideration Matters, which shall include: (a) regularly reviewing with To the Seller (on a quarterly basis or more frequently if reasonably required by extent that from time to time the Seller) the progress and proposed strategy of each Deferred Consideration Matter; (b) keeping the Seller fully informed of all material developments and consulting with the Seller Qualifying Parent Equityholders have received in a timely manner with respect to each material step, action or decision to be taken in connection with a Deferred Consideration Matter (and taking into account the Seller’s reasonable comments regarding any such material step, action or decision); and (c) providing aggregate Realized Cash Proceeds equal to the Seller in a timely manner allThreshold Amount: (i) material communicationsParent shall not, and shall cause the Company and its Subsidiaries not to, make any dividend, distribution or other payment to (or on behalf of, or for the benefit of) any Qualifying Parent Equityholder that would constitute Realized Cash Proceeds unless and until the Sellers have received the Maximum Earn-Out Payment in accordance with this Section 2.14; and (ii) drafts of submissions until the Sellers have received the Maximum Earn-Out Payment in accordance with this Section 2.14, Parent shall pay, or filings (or equivalent) proposed cause to be paid, an amount in cash equal to 100% of any amounts that would be incremental Realized Cash Proceeds in excess of the Threshold Amount (any such payments not to exceed individually or in the aggregate the Maximum Earn-Out Payment, an “Earn-Out Payment”) to the Sellers in accordance with their respective Pro Rata Share of such Earn-Out Payment and the terms and conditions of Section 2.3 and Section 2.8. (b) No Earn-Out Payment shall be made unless and until there has been Realized Cash Proceeds equal to the Threshold Amount. Notwithstanding anything to the contrary, in no event will the aggregate amount of Earn-Out Payments made by Parent or on behalf its designee under this Agreement exceed an aggregate amount equal to the Maximum Earn-Out Payment. (c) Until such time as the obligations of the PurchaserParties under this Section 2.14 shall cease pursuant to Section 2.14(h), not later than (i) twenty (20) Business Days prior to any receipt by a Qualifying Parent Equityholder of Realized Cash Proceeds (where such receipt would result in aggregate Realized Cash Proceeds exceeding the Threshold Amount), if the transaction resulting in such receipt is publicly disclosed, at such time, or (ii) if not so disclosed, at the Closing of the transaction resulting in such receipt, in the case of each of the foregoing clauses (i) and (ii), Parent shall deliver, or cause to be delivered, to the Seller Representative a written notice (an “Earn-Out Notice”) setting forth the following with respect to such Qualifying Parent Equityholder receiving Realized Cash Proceeds and all Qualifying Parent Equityholders as at such time (A) a calculation of the aggregate amount of Realized Cash Proceeds of such Qualifying Parent Equityholder and all Qualifying Parent Equityholders; (B) the amount of such Qualifying Parent Equityholder’s Groupand all Qualifying Parent Equityholders receipt(s) of Realized Cash Proceeds; (C) the amount of the Qualifying Parent Equityholders’ Cumulative Investment; and (D) the Earn-Out Payment, if any, payable in respect thereof, in each case, calculated in relation a manner consistent with the terms of this Agreement and accompanied by reasonable supporting detail with respect to the calculation of such amounts. (d) Parent will ensure that any transaction that would involve the realization of Realized Cash Proceeds by Qualifying Parent Equityholders in excess of the Threshold Amount is structured and effected so as to provide that on closing of such transaction (if not before), the full amount of any proceeds payable to (or on behalf of, or for the benefit of) any Qualifying Parent Equityholders is paid to the Sellers in a Deferred Consideration Matter manner contemplated by Section 2.14(a). (e) The Seller Representative and its advisors and representatives shall have reasonable access during regular business hours to such documents, books, records, work papers, facilities, personnel and other information (including in electronic format, if available) and employees of the Surviving Company and its Subsidiaries, in each case, to the extent used or involved in the preparation of an Earn-Out Notice, and as the Seller Representative, its advisors and representatives may reasonably require to complete its review of such Earn-Out Notice and the components thereof (in such a manner so as not to unreasonably interfere with the conduct of the business of the Surviving Company or its Subsidiaries), subject, if required by the accountants of the Surviving Company or its Subsidiaries, to the prompt execution of a customary (in form and content) access letter. (f) Within 30 days following delivery by the Surviving Company of an Earn-Out Notice (the “Earn-Out Objection Period”), the Seller Representative shall either inform the Surviving Company in writing that such Earn-Out Notice is acceptable, or deliver written notice (the “Earn-Out Dispute Notice”) to the Surviving Company notifying the Surviving Company that the Seller Representative disagrees with the calculations set forth in such Earn-Out Notice and setting forth the Seller Representative’s calculation of the disputed amounts and, a description in reasonable detail of the grounds for each such disagreement (each such item or amount as to which may the Seller Representative disagrees and set forth in the Earn-Out Dispute Notice, an “Earn-Out Item of Disagreement”). Except for those Earn-Out Items of Disagreement set forth in an Earn-Out Dispute Notice delivered during the Earn-Out Objection Period, the Seller Representative shall be redacted as necessary deemed to address legal privilege or confidentiality concerns or have agreed with all other items and amounts set forth in such Earn-Out Notice, which items and amounts shall be final, conclusive and binding upon all of the parties hereto. In the event an Earn-Out Dispute Notice is delivered to comply the Surviving Company, the Surviving Company and the Seller Representative shall attempt in good faith to resolve such dispute, and any mutual agreement resulting from such good faith attempt shall be final, conclusive and binding on the parties. (g) If the Surviving Company and the Seller Representative, notwithstanding such good faith attempt, fail to resolve such dispute within 15 calendar days after the Seller Representative delivers the Earn-Out Dispute Notice, then the Surviving Company and the Seller Representative jointly shall engage the Independent Expert to resolve any Earn-Out Items of Disagreement that remain unresolved in accordance with applicable Law); 9.1.4 the Purchaser standards set forth in this Section. The Surviving Company and the Seller Representative shall notuse all reasonable endeavors to cause the Independent Expert to render a written decision resolving the matters submitted to the Independent Expert within 30 calendar days of the making of such submission and each of the Surviving Company and the Seller Representative shall, and shall procure cause its representatives to, cooperate with the Independent Expert so as to enable it to make its determination as quickly and as accurately as practicable. The Surviving Company and the Seller Representative agree that the members engagement of the Purchaser’s Group Independent Expert shall not, without provide that neither party shall have any ex parte communications with the prior Independent Expert. The Surviving Company and the Seller Representative shall direct the Independent Expert to decide all remaining Earn-Out Items of Disagreement solely based on the terms and standards set forth in this Agreement and the written consent submissions of the Surviving Company and the Seller Representative and their respective representatives, and shall not be based on independent review, and each of the Surviving Company and the Seller Representative shall have the opportunity to respond in writing to the other’s written submission. The Independent Expert shall only address Earn-Out Items of Disagreement and shall not adjust any amounts or items that are not in dispute by the parties hereto; provided that the amount of any Earn-Out Items of Disagreement and the Earn-Out Payment as so determined by the Independent Expert shall not be greater than the greatest value for such item claimed by either party or smaller than the smallest value for such item claimed by either party. Prior to the Independent Expert’s final determination under this Section 2.14(g), (acting reasonably): A) Parent, on the one hand, and the Seller Representative, on the other hand, shall each pay 50% of any retainer paid to the Independent Expert, and (B) during the engagement of the Independent Expert, the Independent Expert will ▇▇▇▇ 50% of the total charges to each of Parent, on the one hand, and Seller Representative, on the other hand. In connection with the Independent Expert’s final determination under this Section 2.14(g), the Independent Expert shall also determine, pursuant to the terms of this Section 2.14(g) and taking into account all fees and expenses already paid by each of Parent and the Seller Representative, as of the date of such determination, the allocation of its fees and expenses between Parent and the Seller Representative, which such determination shall be conclusive and binding upon the parties hereto. All determinations made by the Independent Expert will be final, conclusive and binding on the parties hereto. (h) The obligations of the Parties under this Section 2.14 shall cease and be of no further force and effect from and after the earliest to occur of (i) offer the date on which no Qualifying Parent Equityholder, directly or accept indirectly, owns beneficially or of record any settlement with respect Parent Securities (but subject to satisfaction of any Deferred Consideration Matter; obligations arising at or prior to such time, including any obligation to pay any Earn-Out Payment) and (ii) cease to pursue any Deferred Consideration Matter; and 9.1.5 the Purchaser shall pay date as of which an aggregate amount equal to the Maximum Earn-Out Payment has been paid hereunder. (i) The Parties (including the Seller Representative on behalf of itself in cash, its capacity as additional consideration for a Seller and on behalf of the Shares from time to time, 50 per cent. of any amount(sother Sellers) actually recovered and/or obtained by the Purchaser’s Group from the applicable defendant(s) (or any affiliates thereof) acknowledge and agree that in connection with the Deferred Consideration MattersEarn-Out Payment and subject to the final sentence of this Section 2.14(i), net (i) the Surviving Company and its post-Closing Affiliates (including Parent) shall have the right to operate its and their respective businesses, in the sole discretion of the Surviving Company and its Affiliates and make all decisions with respect to the Surviving Company and its and its Affiliates’ businesses (including decisions with respect to the commercial viability of a product, development budgets and costs and potential market for products) in the sole discretion of the Surviving Company and its Affiliates; (ii) the Surviving Company and its post-Closing Affiliates (including Parent) shall have no obligation to operate the Surviving Company and its businesses in order to achieve or maximize any amount of Realized Cash Proceeds, the Threshold Amount, or any Earn-Out Payment; (iii) any Earn-Out Payments and the receipt by the Qualifying Parent Equityholders of any Taxes Realized Cash Proceeds are speculative and are subject to numerous factors outside the control of the Surviving Company, Parent and their respective Affiliates; (including iv) there is no assurance that the Sellers will receive any Transfer TaxesEarn-Out Payments; (v) thereonnone of the Surviving Company, as promptly as reasonably practicable following Parent, nor any of the Parent Related Parties owe a fiduciary duty or express or implied duty to the Sellers or the Seller Representative (and any such recovery fiduciary duty is irrevocably waived); (each such amount being “Deferred Consideration”). 9.2 The Seller may, at its absolute discretion, elect to forfeit its vi) the contingent right of the Sellers to receive any Deferred Consideration Earn-Out Payment is not an investment in the Surviving Company, Parent or any of its Affiliates and such rights in this Section 2.14 shall not entitle any Seller or the Seller Representative to any rights as an equityholder of the Surviving Company, Parent or any of its Affiliates; (vii) the parties intend the express provisions of this Agreement to govern all of their rights and obligations, if any, with respect to the Earn-Out Payments contemplated by this Section 2.14; (viii) nothing herein will prohibit the Surviving Company, Parent, or their respective Affiliates from engaging in any business or opportunity either with or without the Surviving Company or its Affiliates or acquiring, entering into joint ventures, investing in, or otherwise cooperating with other Persons, including Persons that may have interests adverse to or otherwise compete, directly or indirectly, with the Surviving Company and its Subsidiaries; (ix) neither the Surviving Company nor any of its Affiliates is under any obligation to continue any aspect of the Surviving Company’s and its Subsidiaries’ businesses or to operate the Surviving Company, its Subsidiaries or their respective businesses consistent with past practice; (x) none of the Sellers or the Seller Representative (on behalf of itself or any Seller) shall have any right to claim or assert any lost Earn-Out Payment or other damages pursuant to this Agreement or otherwise, including this Section 2.14 as a result of any one conduct, decisions or more Deferred Consideration Matters by notice in writing to other actions or inactions of the PurchaserSurviving Company, following which all Parent or their respective Affiliates (other than a claim for breach of its rights and the payment obligations under this Clause 9 Section 2.14 to the extent any Earn-Out Payment is payable hereunder and not paid when due and payable); (xi) nothing shall prohibit, prevent or otherwise restrict the Surviving Company or any of its Affiliates from incurring any Lien with respect to the Surviving Company or its Affiliates, any equity interest therein or any asset thereof or otherwise restrict the secured party in whose favor such Lien is granted from enforcing its rights in respect of such Deferred Consideration Matter(s) shall lapse (save with respect Lien. Notwithstanding anything to the contrary herein or otherwise, the sole and exclusive remedy (whether at law, in equity, in contract, in tort or otherwise) against the Surviving Company, Parent, or any Qualifying Parent Equityholder or any of the Parent Related Parties for payment of any Deferred Consideration of the Earn-Out Payments is to seek the payment from the Parent or costs and expenses that became payable prior to the date of such notice pursuant to Clauses 9.1.5 and 9.1.2, respectively). 9.3 The payment of any Deferred Consideration by the Purchaser to the Seller shall be made in USD upon any such Deferred Consideration becoming payable from time to time Company in accordance with Clause 9.1.5this Section 2.14. Parent agrees that it shall not take any action the principal purpose or intent of which is to circumvent or reduce the payments contemplated by this Section 2.14. (j) The obligations rights of the Purchaser Sellers under this Clause 9 shall lapse on the expiration of a period of seven years following the Completion Date (save with respect Section 2.14 are personal to each Seller and, notwithstanding anything to the payment contrary in this Agreement or otherwise, no rights or interests of any Deferred Consideration that became payable prior Seller under this Section 2.14, including any rights to such expiry date)receive any Earn-Out Payment due pursuant hereto, may be sold, assigned, transferred, in whole or in part by any Seller (other than by operation of Law or the Laws of descent) to any Person and any attempted sale, assignment or transfer shall be null and void ab initio. (k) All payments pursuant to this Section 2.14 shall be treated by the Parties for applicable Tax purposes as adjustments to the Total Merger Consideration, unless otherwise required by Law.

Deferred Consideration. 9.1 With respect 5.1 If following exercise of the Put Option or the Call Option but on or prior to the NS Railways ClaimExpiry Date, either (i) MEIF sells, or enters into a binding agreement to sell, any of the Option Securities acquired from MIC to a person who is not an Affiliate of MEIF or (ii) the Company directly or indirectly sells, or enters into a binding agreement to sell, all or part of the South East Water business (in each case a “Relevant Sale”), the Utrecht Claims and the Contested Belgian Municipality Taxes Matter (each a “Deferred Consideration Matter” and, together, the “Deferred Consideration Matters”) following Completion: 9.1.1 the Purchaser shall, and shall procure that the relevant members price payable in respect of the Purchaser’s Group shall, use reasonable endeavours to pursue the Deferred Consideration Matters Option Securities shall be adjusted in favour of the relevant Group Companies (accordance with this clause provided that, subject to Clauses 9.1.3 and 9.1.4, the Purchaser shall assume sole conduct of any related proceedings, negotiations or appeals and be entitled in its absolute discretion to take such action as it deems necessary in pursuing the Deferred Consideration Matters); 9.1.2 the Seller shall indemnify the Purchaser and each relevant member of the Purchaser’s Group on an as-incurred basis against 50 per cent. of all reasonable external costs and expenses (including legal and professional costs and expenses) that are directly incurred by the Purchaser’s Group following Completion in connection with the conduct of the Deferred Consideration Matters; 9.1.3 with effect from Completion, the Purchaser shall consult with the Seller in relation to the conduct of the Deferred Consideration Matters, which shall include: (a) regularly reviewing any conditions to which the Relevant Sale is subject are satisfied or waived (whether before or after the Expiry Date); and (b) in the event that MEIF engages in a sale of only part of its interest in the Company on or prior to the Expiry Date, MEIF shall be deemed to have sold the Option Securities acquired from MIC on a pro-rata basis with the Seller (on a quarterly basis or more frequently if reasonably required securities in the Company held by MEIF at the Seller) time of the progress sale that were not acquired from MIC and proposed strategy the provisions of this clause shall apply in respect of each Deferred Consideration Mattersuch sale of part of MEIF’s interest in the Company entered into on or prior to the Expiry Date and “Relevant Sale” shall be construed accordingly. 5.2 For the purposes of this Agreement, the Adjusted Amount shall be the sum of: (a) an amount equal to the MEIF Sale Proceeds; (b) keeping less an amount equal to the Seller fully informed of all material developments and consulting with Option Price multiplied by the Seller in a timely manner with respect to each material step, action or decision to be taken in connection with a Deferred Consideration Matter (and taking into account the Seller’s reasonable comments regarding any such material step, action or decision); andRelevant Percentage; (c) providing less an amount equal to the Seller in a timely manner all:Acquisition Taxation Costs multiplied by the Relevant Percentage; (d) less an amount equal to the Transaction Costs; (e) less an amount equal to the Sale Taxation Costs; (f) less an amount equal to the Bridge Facility Costs multiplied by the Relevant Percentage, and the “Relevant Percentage” shall be either (i) material communications; and (ii) drafts of submissions or filings (or equivalent) proposed to be made by or on behalf the percentage of the Purchaser’s Group, in each case, in relation Option Securities acquired by MEIF from MIC deemed to a Deferred Consideration Matter (and which may be redacted as necessary have been sold by MEIF pursuant to address legal privilege or confidentiality concerns or to comply with applicable Law); 9.1.4 the Purchaser shall not, and shall procure that the members of the Purchaser’s Group shall not, without the prior written consent of the Seller (acting reasonably): (i) offer or accept any settlement with respect to any Deferred Consideration Matter; clause 5.1 or (ii) cease the percentage of the South East Water business sold directly or indirectly by the Company. 5.3 MEIF shall provide MIC (a) with its calculation of the Adjusted Amount and (b) with such information as MIC may reasonably request to pursue any Deferred Consideration Matter; andenable MIC to verify MEIF’s calculation of the Adjusted Amount. 9.1.5 5.4 If the Purchaser Adjusted Amount is a positive sum, MEIF shall pay to MIC an amount equal to the Seller in cash, as additional consideration for the Shares from time to time, 50 per cent. Adjusted Amount within 5 Business Days of any amount(s) actually recovered and/or obtained receipt by the Purchaser’s Group from the applicable defendant(s) MEIF (or any affiliates thereofits Affiliate) in connection with of the Deferred Consideration Matters, net proceeds of any Taxes (including any Transfer Taxes) thereon, as promptly as reasonably practicable following any such recovery (each the Relevant Sale and such amount being “Deferred Consideration”shall be paid by way of increase to the Option Price in accordance with clause 4.1(d). 9.2 The Seller may5.5 If the Adjusted Amount is a negative sum, at its absolute discretionprovided the Relevant Sale was on arms-length terms, elect MIC shall pay to forfeit its right to receive any Deferred Consideration in respect of any one or more Deferred Consideration Matters by notice in writing MEIF an amount equal to the Purchaser, following which all Adjusted Amount within 5 Business Days of its rights completion of the Relevant Sale and obligations under this Clause 9 in respect such amount shall be paid by way of such Deferred Consideration Matter(s) shall lapse (save with respect decrease to the payment Option Price in accordance with clause 4.1(d). 5.6 Following exercise of any Deferred Consideration the Put Option or costs Call Option and expenses that became payable prior to the date Expiry Date, MEIF undertakes not to sell or otherwise dispose of (or enter into a binding agreement to sell or otherwise dispose of) its interest in the Option Securities to an Affiliate of MEIF, unless such notice pursuant Affiliate agrees to Clauses 9.1.5 and 9.1.2, respectively). 9.3 The payment of any Deferred Consideration be bound by the Purchaser to the Seller shall be made in USD upon any such Deferred Consideration becoming payable from time to time in accordance with Clause 9.1.5. The obligations terms of the Purchaser under this Clause 9 shall lapse 5 on the expiration of a period of seven years following the Completion Date (save with respect terms reasonably satisfactory to the payment of any Deferred Consideration that became payable prior to such expiry date)MIC.