Common use of Earn-Out Consideration Clause in Contracts

Earn-Out Consideration. The Sponsor, the Company and NAC hereby agree that following the Closing, in addition to the consideration to be received pursuant to the BCA, ParentCo shall be required to issue to the Sponsor additional ParentCo Common Shares as follows: (a) Six Hundred Twenty Five Thousand (625,000) ParentCo Common Shares, in the aggregate, if any time prior to or as of the second anniversary of the Closing the VWAP is greater than or equal to Twelve Dollars ($12.00) over any twenty (20) trading days within any thirty (30) trading day period (the “First Earn-Out Target”) (such 625,000 ParentCo Common Shares, the “First Level Earn-Out Consideration”). (b) Six Hundred Twenty Five Thousand (625,000) ParentCo Common Shares, in the aggregate, if any time prior to or as of the second anniversary of the Closing the VWAP is greater than or equal to Fourteen Dollars ($14.00) over any twenty (20) trading days within any thirty (30) trading day period (the “Second Earn-Out Target”, and, together with the First Earn-Out Target, the “Earn-Out Targets”) (such 625,000 ParentCo Common Shares, the “Second Level Earn-Out Consideration” and together with the First Level Earn-Out Consideration, the “Earn-Out Consideration”). For the avoidance of doubt, the maximum amount of Earn-Out Consideration is 1,250,000 ParentCo Common Shares, in the aggregate. (c) If any of the Earn-Out Targets set forth in Section 5(a) and (b) shall have been achieved, within five (5) Business Days following the achievement of the applicable Earn-Out Target, ParentCo shall issue the applicable Earn-Out Consideration to the Sponsor. (d) If a Change of Control of ParentCo occurs prior to the second anniversary of the Closing, any portion of the applicable Earn-Out Consideration to that is issuable pursuant to Section 5(a) and (b) that remains unissued as of immediately prior to the consummation of such Change of Control shall immediately vest and the Sponsor shall be entitled to receive such applicable Earn-Out Consideration prior to the consummation of such Change of Control. (e) The Earn-Out Consideration and the Earn-Out Targets shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into ParentCo Common Shares), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to ParentCo Common Shares, occurring on or after the date hereof and prior to the time any such Earn-Out Consideration is delivered to Sponsor, if any.

Earn-Out Consideration. The SponsorSubject to the terms and conditions set forth in this Section 3.4(d), if the Parent Trading Price on the Closing Date is less than $10.90 per share, the Stockholder shall be entitled to receive from Parent additional consideration based on the performance of the Company and NAC hereby agree that following the Closing, Closing in addition an aggregate amount up to the consideration to be received pursuant to the BCA, ParentCo shall be required to issue to the Sponsor additional ParentCo Common Shares as follows: (a) Six Hundred Twenty Five Thousand (625,000) ParentCo Common Shares, in the aggregate, if any time prior to or as of the second anniversary of the Closing the VWAP is greater than or equal to Twelve Dollars ($12.00) over any twenty (20) trading days within any thirty (30) trading day period 14,025,000 (the “First Maximum Earn-Out TargetPayment”) (such 625,000 ParentCo Common Shares), paid, calculated and determined in the “First Level Earn-Out Consideration”manner set forth in this Section 3.4(d). (bi) Six Hundred Twenty Five Thousand If the Company’s EBITDA for the twelve (625,000) ParentCo Common Shares12)-month period ending December 31, in the aggregate, if any time prior to or as of the second anniversary of the Closing the VWAP is greater than or equal to Fourteen Dollars ($14.00) over any twenty (20) trading days within any thirty (30) trading day period 2024 (the “Second Earn-Out Target2024 EBITDA”, and, together with ) exceeds the First Earn-Out 2024 EBITDA Target, Parent will pay the Stockholder an amount (the “Earn-Out TargetsPayment”) equal to the product of (such 625,000 ParentCo Common SharesA) the 2024 EBITDA minus the 2024 EBITDA Target, multiplied by (B) 0.75; provided, however, that in no event shall the “Second Level aggregate Earn-Out Consideration” and together with Payment exceed the First Level Maximum Earn-Out Consideration, the “Earn-Out Consideration”)Payment. For the avoidance of doubt, if the maximum amount 2024 EBITDA is less than the 2024 EBITDA Target or the Parent Trading Price on the Closing Date equals or exceeds $10.90 per share of Parent Common Stock, then no Earn-Out Consideration is 1,250,000 ParentCo Common SharesPayment will be made. The Earn-Out Payment, if payable, will be paid by Parent to the Stockholder by wire transfer of immediately available funds to an account designated by Stockholder, within five Business Days after the final determination of the 2024 EBITDA as set forth in the aggregateSection 3.4(d)(ii). (cii) If By the earlier of (A) the date which is fifteen (15) days after the completion of the audit of Parent’s 2024 fiscal year and (B) April 30, 2025, Parent shall (1) prepare or cause to be prepared in good faith (a) the Company’s consolidated statements of income for the year ended December 31, 2024 (the “Earn-Out Financial Statements”), and (b) a statement setting forth in reasonable detail the 2024 EBITDA (as derived from the Earn-Out Financial Statements) and the resulting Earn-Out Payment, if any (collectively, the “Earn-Out Deliveries”), and (2) deliver the Earn-Out Deliveries to the Stockholder. (A) At any time during the thirty (30)-day period beginning on the date of the delivery of the Earn-Out Targets Deliveries to Stockholder (the “Review Period”), Stockholder may deliver to Parent in writing its objections, if any, to the determinations set forth in the Earn-Out Deliveries (the “Notice of Objection”); provided, such Notice of Objection shall specify the items in the Earn-Out Deliveries disputed by the Stockholder and shall describe in reasonable detail the nature and dollar amount of any disagreement so asserted and its basis for such objection. If the Stockholder does not deliver a Notice of Objection prior to the expiration of the Review Period, then the 2024 EBITDA and the resulting Earn-Out Payment set forth in the Earn-Out Deliveries shall be final and binding on Parent and the Stockholder. (B) If the Stockholder timely delivers a Notice of Objection within the Review Period, Parent and the Stockholder shall use their commercially reasonable efforts to negotiate in good faith to resolve any disputes as to the determinations set forth in the Earn-Out Deliveries (provided, the contents of any such negotiations will not be discoverable by or communicated to the Independent Accountant) and, if the Stockholder and Parent resolve any such differences by written agreement (any modifications to the Earn-Out Deliveries that are so resolved, the “Agreed Adjustments”), then the 2024 EBITDA and the resulting Earn-Out Payment set forth in the Earn-Out Deliveries, as adjusted by the Agreed Adjustments, shall be final and binding on Parent and the Stockholder. Any determination set forth in the Earn-Out Deliveries and not objected to by the Stockholder in the Notice of Objection shall be deemed acceptable and shall be final and binding on the parties hereto upon delivery of the Notice of Objection. (C) If the Stockholder timely delivers a Notice of Objection within the Review Period and any objections raised by the Stockholder in the Notice of Objection are not resolved by the Agreed Adjustments within fifteen (15) days after such Notice of Objection is delivered (the “Discussion Period”), then Parent and the Stockholder shall, within five Business Days of the expiration of the Discussion Period, submit all unresolved disputed items to the Independent Accountant, who shall be directed by ▇▇▇▇▇▇ and the Stockholder to seek to resolve such unresolved objections as promptly as reasonably practicable in accordance with the terms and provisions of this Section 5(a3.4(d) and to deliver a written report to each of Parent and the Stockholder setting forth its resolution of the disputed matters, and its determinations of the 2024 EBITDA and the resulting Earn-Out Payment. If unresolved disputed items are submitted to the Independent Accountant, Parent and the Stockholder shall each furnish to the Independent Accountant such work papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Accountant may reasonably request. In resolving any matters in dispute, the Independent Accountant may not assign a value to any item in dispute greater than the greatest value for such item assigned by Parent, on the one hand, or the Stockholder, on the other hand, or less than the smallest value for such item assigned by Parent, on the one hand, or the Stockholder, on the other hand. The Independent Accountant’s determination will be based solely on the written submissions of Parent and the Stockholder or their respective Representatives, the applicable definitions set forth in this Agreement and the terms and provisions of this Section 3.4(d); provided, however, that notwithstanding anything herein to the contrary, the Independent Accountant shall act as an expert, not an arbitrator, and neither this Section 3.4(d) nor the determination of the Independent Accountant shall be subject to any relevant state or federal arbitration law. The resolution of the dispute and the determinations of the 2024 EBITDA and the resulting Earn-Out Payment by the Independent Accountant shall become final and binding on the parties hereto on the date the Independent Accountant delivers its final written report to the parties hereto (which report shall be requested by the parties to be delivered within forty-five (45) days following submission of such disputed matters), absent manifest clerical or mathematical error, and may be entered and enforced in any court having jurisdiction. (D) Until the calculations have been finally determined pursuant hereto, neither Parent nor the Stockholder shall without the prior consent of the Stockholder (in the case of Parent) or Parent (in the case of the Stockholder) have any ex parte conversations or meetings with the Independent Accountant. Each party agrees to execute a reasonable engagement letter, if such letter is required by the Independent Accountant. The costs and expenses of the Independent Accountant shall be borne by the Stockholder, on the one hand, and Parent, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amounts actually contested by such party; provided, that any initial engagement fee shall be borne fifty percent (50%) each by the Stockholder, on the one hand, and Parent, on the other hand. (iii) The parties hereto agree that, unless prohibited by applicable law, the Earn-Out Payments shall be treated for Tax purposes as an adjustment to the Purchase Price and the parties hereto shall report such transactions consistently therewith on all applicable Tax Returns. (iv) The Stockholder’s right to receive any potential Earn-Out Payment (A) is solely a contractual right to receive a contingent cash payment from Parent and is not a security for purposes of any federal or state securities laws (and shall not confer upon or entitle the Stockholder to any rights of any kind other than as specifically set forth herein), (B) will not be represented by any form of certificate or instrument, (C) does not give the Stockholder any dividend rights, voting rights, liquidation rights, preemptive rights, anti-dilution rights or other rights common to holders of equity securities, (D) is not redeemable and (E) may not be sold, assigned, pledged, gifted, conveyed, transferred or otherwise disposed of, except by operation of law or pursuant to the laws of descent and distribution (and any transfer in violation of this Section 3.4(d)(iv) shall be null and void ab initio). (v) The Stockholder acknowledges and agrees that from and after the Closing and except as expressly provided to the contrary in this Agreement, (A) Parent shall have sole discretion with regard to all matters relating to the operation of the Company, (B) neither Parent nor any of its Subsidiaries shall have any obligation to operate the Company or any of the Company Subsidiaries in a manner so as to achieve (or maximize the amount of) the Earn-Out Payment; provided, that, with respect to clauses (A) and (bB) above, Parent shall have been achievednot, within five directly or indirectly, take any actions with the primary purpose of (51) Business Days following thwarting or inhibiting the achievement of the applicable Earn-Out Target, ParentCo shall issue Payment or (2) reducing the applicable Earn-Out Consideration to 2024 EBITDA or the Sponsor. (d) If a Change amount of Control of ParentCo occurs prior to the second anniversary of the Closing, any portion of the applicable Earn-Out Consideration to that is issuable pursuant to Section 5(a) and (b) that remains unissued as of immediately prior to the consummation of such Change of Control shall immediately vest and the Sponsor shall be entitled to receive such applicable Earn-Out Consideration prior to the consummation of such Change of Control. (e) The Earn-Out Consideration and the Earn-Out Targets shall Payment; (C) the Earn-Out Payment is speculative and is subject to numerous factors outside the control of Parent or any of its Subsidiaries, (D) there is no assurance that the Earn-Out Payment will be adjusted to reflect appropriately earned and neither Parent nor any of its Subsidiaries have promised that the effect Earn-Out Payment will be earned, and (E) neither Parent nor any of its subsidiaries owe any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into ParentCo Common Shares), reorganization, recapitalization, reclassification, combination, exchange of shares fiduciary duty or other like change express or implied duty to the Stockholder with respect to ParentCo Common Sharesany matters contemplated by this Section 3.4(d). (vi) Notwithstanding anything in Section 3.4(d)(v), occurring on or after Parent agrees that, until December 31, 2024, Parent shall and shall cause the date hereof and prior Company to, subject to applicable Law, maintain adequate records in a manner that will allow for the calculation of the 2024 EBITDA. (vii) Notwithstanding anything to the time contrary in this Section 3.4(d), in the event that Parent or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such Earn-Out Consideration is delivered consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to Sponsorany Person, if anythen Parent shall take all necessary action so that the successors or assigns of Parent shall succeed to the obligations set forth in this Section 3.4(d) and require such Person to acknowledge and agree in writing to perform the remaining obligations of Parent under this Section 3.4(d).

Earn-Out Consideration. The Sponsor, the Company and NAC hereby agree that following the Closing, in addition to the consideration to be received pursuant to the BCA, ParentCo shall be required to issue to the Sponsor additional ParentCo Common Shares as follows: (a) Six Hundred Twenty Five Thousand (625,000) ParentCo Common Shares, in During the aggregate, if any time prior to or as of period beginning on the second Closing Date and ending on the seven-year anniversary of the Closing Date, (i) promptly and in any event within 5 Business Days after the first date that the 20-Day VWAP is greater than equals or equal exceeds $14.00, Buyer shall cause the Partnership to Twelve Dollars issue 10,714,285 Common Units to the Contributor; (ii) promptly and in any event within 5 Business Days after the first date that the 20-Day VWAP equals or exceeds $12.0016.00, Buyer shall cause the Partnership to issue 9,375,000 Common Units to the Contributor; (iii) over promptly and in any twenty event within 5 Business Days after the first date that the 20-Day VWAP equals or exceeds $18.00, Buyer shall cause the Partnership to issue 13,888,889 Common Units to the Contributor; and (iv) promptly and in any event within 5 Business Days after the first date that the 20-Day VWAP equals or exceeds $20.00, Buyer shall cause the Partnership to issue 12,500,000 Common Units to the Contributor (each issuance of Common Units pursuant to clauses (i), (ii), (iii) trading days within any thirty or (30iv) trading day period (the above, an “First Earn-Out Target”) (such 625,000 ParentCo Common SharesPayment” and all Earn-Out Payments, collectively, the “First Level Earn-Out Consideration”). (b) Six Hundred Twenty Five Thousand (625,000) ParentCo In the event that the Partnership shall issue any Common Shares, Units in the aggregate, if any time prior to or as satisfaction of the second anniversary of the Closing the VWAP is greater than or equal to Fourteen Dollars ($14.00) over any twenty (20) trading days within any thirty (30) trading day period (the “Second an Earn-Out Target”Payment, andBuyer shall issue to the Contributor, together with a number of shares of Buyer Class C Common Stock equal to the First Earn-Out Target, number of Common Units so issued and the “Earn-Out Targets”) (such 625,000 ParentCo Common Shares, the “Second Level Earn-Out Consideration” and together with the First Level Earn-Out Consideration, the “Earn-Out Consideration”). For the avoidance of doubt, the maximum Contributor shall separately pay Buyer an amount of cash equal to the number of shares of Buyer Class C Common Stock received multiplied by the par value of such shares. The right to receive the Earn-Out Consideration is 1,250,000 ParentCo shall be transferrable on a share-by-share basis by the Contributor to the same extent that the Common Shares, Units and shares of Buyer Class C Common Stock received by the Contributor pursuant to this Agreement are transferrable by them; provided that the Contributor and such transferees shall deliver notice to Buyer indicating the Common Units and shares of Buyer Class C Common Stock such transferee may be entitled to receive and an undertaking to indemnify Buyer and its Affiliates in the aggregateevent of any dispute among any Contributor or any such transferee or other Affiliate of the Contributor or transferee with respect to any such transfer or the Common Units and/or shares of Buyer Class C Common Stock to be delivered in accordance therewith. (c) If any of Notwithstanding anything to the contrary herein, (i) the Contributor shall not be entitled to receive a particular Earn-Out Targets set forth in Section 5(a) Payment on more than one occasion, and (bii) shall have been achievedin the event that, within five (5) Business Days following on a particular date, the achievement of 20-Day VWAP entitles the applicable Contributor to more than one Earn-Out TargetPayment (each of which has not previously been paid), ParentCo the Contributor shall issue the applicable be entitled to receive each such Earn-Out Consideration to the SponsorPayment. (d) If For purposes of this Agreement, “Liquidity Event Consideration” means the amount per share to be received by a Change holder of Control shares of ParentCo occurs prior Buyer Class A Common Stock in connection with a Liquidity Event, with any non-cash consideration valued as determined by the value ascribed to such consideration by the second anniversary of parties to such transaction. In the Closing, event that the Liquidity Event Consideration is greater than the 20-Day VWAP hurdle with respect to any portion of the applicable Earn-Out Consideration to that is issuable pursuant to Section 5(a) Payment not previously paid, then the corresponding Earn-Out Payment shall be made, and (b) that remains unissued as of the applicable Common Units shall be deemed issued and outstanding, effective immediately prior to the consummation of such Change of Control shall immediately vest Liquidity Event and the Sponsor holders thereof shall be entitled to receive such applicable Earn-Out Consideration prior the corresponding Liquidity Event Consideration. Thereafter, the Buyer shall cease to the consummation of such Change of Control. (ehave any further obligation under Section 2.7(a) The Earn-Out Consideration and the Earn-Out Targets shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into ParentCo Common Sharesthis Section 2.7(d), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to ParentCo Common Shares, occurring on or after the date hereof and prior to the time any . Any such Earn-Out Consideration Payment shall not be paid or payable in the event such Liquidity Event is delivered not consummated and the Buyer will continue to Sponsor, if anyhave the obligations set forth in this Section 2.7.

Earn-Out Consideration. (a) The Sponsor, the Company and NAC hereby agree that following the Closing, in addition to the consideration to be received pursuant to the BCA, ParentCo shall be required to issue to the Sponsor an additional ParentCo Common Shares as follows: (a) Six One Million Two Hundred Twenty Five Fifty Thousand (625,0001,250,000) ParentCo Common Shares, in the aggregateaggregate (the “Earn-Out Consideration”), if any time prior to or as of the second anniversary of the Closing Closing, the VWAP is greater than or equal to Twelve Thirteen Dollars ($12.0013.00) over any twenty (20) trading days within any thirty (30) trading day period (the “First Earn-Out Target”) (such 625,000 ParentCo Common Shares, the “First Level Earn-Out Consideration”). (b) Six Hundred Twenty Five Thousand (625,000) ParentCo Common Shares, in the aggregate, if any time prior to or as of the second anniversary of the Closing the VWAP is greater than or equal to Fourteen Dollars ($14.00) over any twenty (20) trading days within any thirty (30) trading day period (the “Second Earn-Out Target”, and, together with the First Earn-Out Target, the “Earn-Out Targets”) (such 625,000 ParentCo Common Shares, the “Second Level Earn-Out Consideration” and together with the First Level Earn-Out Consideration, the “Earn-Out Consideration”). For the avoidance of doubt, the maximum amount of Earn-Out Consideration is 1,250,000 ParentCo Common Shares, in the aggregate. (c) If any of the Earn-Out Targets Target set forth in Section 5(a) and (b) shall have been achieved, within five (5) Business Days following the achievement of the applicable Earn-Out Target, ParentCo shall issue the applicable Earn-Out Consideration to the Sponsor. (dc) If a Change of Control of ParentCo occurs prior to the second anniversary of the Closing, any portion of Closing and the applicable Earn-Out Consideration to that is issuable pursuant to Section 5(a) and (b) that remains unissued as of immediately prior to the consummation of such Change of Control Control, the Earn-Out Consideration shall immediately vest and the Sponsor shall be entitled to receive such applicable the Earn-Out Consideration prior to the consummation of such Change of Control. (ed) The Earn-Out Consideration and the Earn-Out Targets Target shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into ParentCo Common Shares), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to ParentCo Common Shares, occurring on or after the date hereof and prior to the time any such the Earn-Out Consideration is delivered to Sponsor, if any.”

Earn-Out Consideration. The SponsorFor purposes of this Agreement, the Company Earn-Out Consideration, if any, shall be calculated and NAC hereby agree that determined as follows: 1.7.1 In the case of the first full twelve (12) month period following the ClosingClosing Date (the “First Twelve Month Period”), in addition provided that the Acquired Companies’ Annual EBITDA (as hereinafter defined) for such First Twelve Month Period exceeds One Million Five Hundred Thousand Dollars ($1,500,000), the Earn-Out Consideration, payable to the consideration to Sellers by the Buyer shall be received pursuant the product of (A) and (B), where (A) is twenty-five percent (25%) and (B) is the Acquired Companies’ Annual EBITDA for such First Twelve Month Period. Notwithstanding anything contained herein to the BCAcontrary, ParentCo if the Acquired Companies Annual EBITDA for the First Twelve Month Period does not exceed One Million Five Hundred Thousand Dollars ($1,500,000), no Earn-Out Consideration shall be required to issue be paid by the Company to the Sponsor additional ParentCo Common Shares as follows:Sellers under this Section 1.7.1. (a) Six Hundred Twenty Five Thousand (625,000) ParentCo Common Shares, in 1.7.2 In the aggregate, if any time prior to or as case of the second anniversary of full twelve (12) month period following the Closing the VWAP is greater than or equal to Twelve Dollars ($12.00) over any twenty (20) trading days within any thirty (30) trading day period Date (the “First Earn-Out TargetSecond Twelve Month Period”) (such 625,000 ParentCo Common Shares), the “First Level Earn-Out Consideration”, if any, payable to the Sellers by the Buyer shall be the product of (A) and (B), where (A) is twenty percent (20%) and (B) is the excess, if any, of the Acquired Companies’ Annual EBITDA for such Second Twelve Month Period over the Acquired Companies’ Annual EBITDA for the First Twelve Month Period. Notwithstanding anything contained herein to the contrary, if the Acquired Companies Annual EBITDA for the Second Twelve Month Period does not exceed Eighteen Million Dollars ($18,000,000), no Earn-Out Consideration shall be required to be paid by Buyer to the Sellers under this Section 1.7.2. 1.7.3 For purposes of this Agreement, the Annual EBITDA of the Acquired Companies for any applicable twelve month period shall mean the net income of the Acquired Companies for such twelve month period prior to deducting any tax expense, interest expense, depreciation expense and amortization expense determined in accordance with GAAP, and excluding the effect of (a) any gain or loss resulting from any sale, exchange or other disposition of assets other than in the Ordinary Course of Business, (b) Six Hundred Twenty Five Thousand any gain or loss on discontinued operations, extraordinary items or cumulative effect of an accounting change, (625,000c) ParentCo Common Sharesany gain, loss, income or expense resulting from a change in Buyer’s or Acquired Companies’ accounting methods, principles or practices or a change in GAAP following the aggregate, if Closing. and (d) any time prior to or as write-off of an account receivable that is not older than one hundred and twenty (120) days from the date that such account receivable was first created. The net income and Annual EBITDA of the second anniversary of the Closing the VWAP is greater than or equal to Fourteen Dollars ($14.00) over any Acquired Companies’ shall be determined within one hundred and twenty (20120) trading days within any thirty (30) trading day period (the “Second Annual EBITDA Determination Date”) following the end of the applicable twelve month period for which the net income and Annual EBITDA is to be determined, by an independent public accounting firm selected by the Buyer. 1.7.4 Whether or not any Earn-Out Target”Consideration for an applicable twelve month period is required to be paid by Buyer to Sellers, and, together Buyer shall provide Sellers with the First Earn-Out Target, written notice (the “Earn-Out TargetsNotice”) (such 625,000 ParentCo Common Shares, of the “Second Level Acquired Companies determination of the Acquired Companies Annual EBITDA and Earn-Out Consideration” and together with Consideration payable to Sellers, if any, on or before the First Level Annual EBITDA Determination Date. 1.7.5 If Sellers dispute the amount of the Earn-Out ConsiderationConsideration as set forth in the Earn-Out Notice, Sellers shall deliver a written notice stating the disagreement (the “Earn-Out ConsiderationDispute Notice”). For the avoidance of doubt, the maximum amount of Earn-Out Consideration is 1,250,000 ParentCo Common Shares, in the aggregate. ) to Buyer within sixty (c60) If any days after receipt of the Earn-Out Targets set forth in Section 5(a) Notice, which notice shall also entitle Sellers to examine Buyer’s books of account and (b) shall have been achieved, within five (5) Business Days following the achievement of the applicable Earn-Out Target, ParentCo shall issue the applicable Earn-Out Consideration records which relate to the Sponsor. (d) If Acquired Companies’, but only such books and records which are necessary for making a Change of Control of ParentCo occurs prior determination as to the second anniversary amount, if any, of the Closing, any portion of the applicable Earn-Out Consideration to that is issuable pursuant to Section 5(a) and (b) that remains unissued as of immediately prior to the consummation of such Change of Control shall immediately vest and the Sponsor shall be entitled to receive such applicable Earn-Out Consideration prior to the consummation of such Change of Control. (e) The Earn-Out Consideration and the Earn-Out Targets shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into ParentCo Common Shares), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to ParentCo Common Shares, occurring on or after the date hereof and prior to the time any such Earn-Out Consideration is delivered to Sponsor, if any.Out

Earn-Out Consideration. The Sponsor, (a) Upon the Company terms and NAC hereby agree that following the Closing, in addition subject to the consideration to be received pursuant to conditions set forth in this Agreement, during the BCA, ParentCo shall be required to issue to period beginning on the Sponsor additional ParentCo Common Shares as followsClosing Date and ending on the last day of the Earn-Out Payment Period: (ai) Six Hundred Twenty Five Thousand (625,000) ParentCo Common Shares, in if the aggregate, if any time prior to 30-Day VWAP equals or as of the second anniversary of the Closing the VWAP is greater than or equal to Twelve Dollars (exceeds $12.00) over any twenty (20) trading days within any thirty (30) trading day period 12.50 (the “First Tier 1 Target”), then promptly and in any event within 5 Business Days after the date on which the 30-Day VWAP equals or exceeds $12.50 (the “Tier 1 Target Date”), (A) Buyer shall cause the Partnership to issue and deliver to Royal LP: (x) 10,000,000 Common Units; and (y) if any Extraordinary Dividends were declared during the period commencing on the Closing Date and ending on the Tier 1 Target Date, an additional number of Common Units (rounded down to the nearest whole Common Unit) equal to (1) the Extraordinary Dividend Builder Amount, multiplied by (2) 10,000,000, and divided by (3) $12.50; and (B) Buyer shall issue to Royal LP a number of shares of Buyer Class C Common Stock equal to the number of Common Units so issued pursuant to clauses (x) and (y) of this Section 2.6(a)(i); and (ii) if the 30-Day VWAP equals or exceeds the Adjusted Tier 2 Target, then promptly and in any even within 5 Business Days after the date on which the 30-Day VWAP equals or exceeds the Adjusted Tier 2 Target, (A) Buyer shall cause the Partnership to issue and deliver to Royal LP 10,000,000 Common Units and (B) Buyer shall issue to Royal LP 10,000,000 shares of Buyer Class C Common Stock (any issuance of Common Units and Buyer Class C Common Stock pursuant to Section 2.6(a)(i) or this Section 2.6(a)(ii) shall be an “Earn-Out Target”) (such 625,000 ParentCo Common SharesPayment” and all Earn-Out Payments, collectively, the “First Level Earn-Out Consideration”). (b) Six Hundred Twenty Five Thousand (625,000) ParentCo Common Shares, in the aggregate, if any time prior to or as of the second anniversary of the Closing the VWAP is greater than or equal to Fourteen Dollars ($14.00) over any twenty (20) trading days within any thirty (30) trading day period (the “Second Earn-Out Target”, and, together with the First Earn-Out Target, the “Earn-Out Targets”) (such 625,000 ParentCo Common Shares, the “Second Level Earn-Out Consideration” and together with the First Level Earn-Out Consideration, the “Earn-Out Consideration”). For the avoidance of doubt, the maximum amount of The Earn-Out Consideration is 1,250,000 ParentCo Common Shares, in the aggregateshall be allocated to Royal LP. (c) The right to receive the Earn-Out Consideration shall be transferrable on a share-by-share basis by Royal LP to the same extent that the Common Units and shares of Buyer Class C Common Stock received by the Contributors pursuant to this Agreement are transferrable by them; provided that Royal LP and such transferee shall deliver notice to Buyer indicating the Common Units and shares of Buyer Class C Common Stock such transferee may be entitled to receive and an undertaking reasonably satisfactory to the Buyer to indemnify Buyer and its Affiliates in the event of any dispute among Royal LP or any such transferee or any of its Affiliates with respect to any such transfer or the Common Units and/or shares of Buyer Class C Common Stock to be delivered in accordance therewith. (d) Notwithstanding anything to the contrary herein, (i) Royal LP shall not be entitled to receive a particular Earn-Out Payment on more than one occasion, and (ii) in the event that, on a particular date, the 30-Day VWAP entitles Royal LP to an Earn-Out Payment pursuant to Sections 2.6(a)(i) and 2.6(a)(ii) (but only if neither of which has previously been paid), then Royal LP shall be entitled to receive both of such Earn-Out Payments. If the 30-Day VWAP does not exceed either or both of the Tier 1 Target or the Adjusted Tier 2 Target at any time during the period beginning on the Closing Date and ending on the last day of the Earn-Out Targets set forth in Section 5(a) and (b) Payment Period, then Buyer shall have been achieved, within five (5) Business Days following not be required to pay the achievement of the applicable corresponding Earn-Out TargetPayment and shall cease to have any further obligation under this Section 2.6. (e) For purposes of this Agreement, ParentCo shall issue “Liquidity Event Consideration” means the applicable amount per share to be received by a holder of shares of Buyer Class A Common Stock in a Liquidity Event, with any non-cash consideration valued as determined by the value ascribed to such consideration by the parties to such transaction. In the event that the Liquidity Event Consideration is greater than the Tier 1 Target or Adjusted Tier 2 Target with respect to any Earn-Out Consideration to Payment not previously paid, then the Sponsor. (d) If a Change of Control of ParentCo occurs prior to the second anniversary of the Closing, any portion of the applicable corresponding Earn-Out Consideration to that is issuable pursuant to Section 5(a) Payment or Earn-Out Payments shall be made, and (b) that remains unissued as of the applicable Common Units shall be deemed issued and outstanding, effective immediately prior to the consummation of such Change of Control shall immediately vest Liquidity Event and the Sponsor holders thereof shall be entitled to receive such applicable Earn-Out Consideration prior the corresponding Liquidity Event Consideration, subject to the terms of the Partnership Agreement. Following the consummation of such Change of Control. (e) The Earn-Out Consideration and the Earn-Out Targets any Liquidity Event, Buyer shall be adjusted cease to reflect appropriately the effect of have any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into ParentCo Common Shares), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to ParentCo Common Shares, occurring on or after the date hereof and prior to the time any further obligation under this Section 2.6. Any such Earn-Out Consideration Payment or Earn-Out Payments shall not be paid or payable in the event such Liquidity Event is delivered not consummated and Buyer will continue to Sponsor, if anyhave the obligations set forth in this Section 2.6.

Earn-Out Consideration. The Sponsor, the Company and NAC hereby agree that following the Closing, in In addition to the consideration to be received payable at Completion pursuant to Clause 3, the BCA, ParentCo Designated Seller shall be required entitled to issue to the Sponsor additional ParentCo Common Shares as follows: receive contingent, performance-based consideration (a) Six Hundred Twenty Five Thousand (625,000) ParentCo Common Shares, in the aggregate, if any time prior to or as of the second anniversary of the Closing the VWAP is greater than or equal to Twelve Dollars ($12.00) over any twenty (20) trading days within any thirty (30) trading day period (the “First Earn-Out Target”) (such 625,000 ParentCo Common Shares, the “First Level Earn-Out Consideration”). (b) Six Hundred Twenty Five Thousand (625,000) ParentCo Common Shares, in the aggregate, if any time prior to or as of the second anniversary of the Closing the VWAP is greater than or equal to Fourteen Dollars ($14.00) over any twenty (20) trading days within any thirty (30) trading day period (the “Second Earn-Out Target”, and, together with the First Earn-Out Target, the “Earn-Out Targets”) (such 625,000 ParentCo Common Shares, the “Second Level Earn-Out Consideration” and together with the First Level Earn-Out Consideration, the “Earn-Out Consideration”) if, and only if, one or both of the valuation milestones set forth in this Section 6.1 is achieved during the twenty-four (24)-month period commencing on, and including, the Completion Date (the “Earn-Out Period”). The Earn-Out Consideration shall be calculated and paid in accordance with the following schedule: (A) If, at any time during the Earn-Out Period, the post-Completion enterprise valuation of the Company Group equals or exceeds Six Hundred Million United States Dollars (US$600,000,000) (the “First Valuation Threshold”), the Designated Seller shall be entitled to an aggregate earn-out payment of Five Million United States Dollars (US$5,000,000), payable in the manner set forth in Clause 6.3; (B) If, at any time during the Earn-Out Period, the post-Completion enterprise valuation of the Company Group equals or exceeds One Billion United States Dollars (US$1,000,000,000) (the “Second Valuation Threshold,” together with the First Valuation Threshold, the “Valuation Thresholds”), the Designated Seller shall be entitled to an additional, separate earn-out payment of Five Million United States Dollars (US$5,000,000), payable in the manner set forth in Clause 6.3. For the avoidance of doubt, (i) the payment described in this sub-clause 6.1 (B) is in addition to, and not in lieu of, the payment described in sub-clause 6.1 (A), and (ii) if the Second Valuation Threshold is first achieved before the First Valuation Threshold has been achieved or tested, the Designated Seller shall instead be entitled to a one-time lump-sum earn-out payment of Ten Million United States Dollars (US$10,000,000); and (C) The maximum amount of aggregate Earn-Out Consideration is 1,250,000 ParentCo Common Shares, in the aggregatepayable under this Clause 6.1 shall not exceed Ten Million United States Dollars (US$10,000,000). (c) If any of the Earn-Out Targets set forth in Section 5(a) and (b) shall have been achieved, within five (5) Business Days following the achievement of the applicable Earn-Out Target, ParentCo shall issue the applicable Earn-Out Consideration to the Sponsor. (d) If a Change of Control of ParentCo occurs prior to the second anniversary of the Closing, any portion of the applicable Earn-Out Consideration to that is issuable pursuant to Section 5(a) and (b) that remains unissued as of immediately prior to the consummation of such Change of Control shall immediately vest and the Sponsor shall be entitled to receive such applicable Earn-Out Consideration prior to the consummation of such Change of Control. (e) The Earn-Out Consideration and the Earn-Out Targets shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into ParentCo Common Shares), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to ParentCo Common Shares, occurring on or after the date hereof and prior to the time any such Earn-Out Consideration is delivered to Sponsor, if any.

Earn-Out Consideration. (a) The Sponsor, the Company and NAC hereby agree that following the Closing, in addition to the consideration to be received pursuant to the BCA, ParentCo shall be required to issue to the Sponsor additional ParentCo Common Shares as follows: (ai) Six Hundred Twenty Five Thousand (625,000) ParentCo Common Shares, in the aggregate, if any time prior to or as of the second anniversary of the Closing (the “First Deadline”) the VWAP is greater than or equal to Twelve Dollars ($12.00) over any twenty (20) trading days within any thirty (30) trading day period (the “First Earn-Out Target”) (such 625,000 ParentCo Common Shares, the “First Level Earn-Out Consideration”). (bii) Six Hundred Twenty Five Thousand (625,000) ParentCo Common Shares, in the aggregate, if any time prior to or as of the second anniversary of date that is thirty (30) months after Closing (the Closing “Second Deadline”) the VWAP is greater than or equal to Fourteen Dollars ($14.00) over any twenty (20) trading days within any thirty (30) trading day period (the “Second Earn-Out Target”, and, together with the First Earn-Out Target, the “Earn-Out Targets”) (such 625,000 ParentCo Common Shares, the “Second Level Earn-Out Consideration” and together with the First Level Earn-Out Consideration, the “Earn-Out Consideration”). For the avoidance of doubt, each of the First Level Earn-Out Consideration and Second Level Earn-Out Consideration is issuable only once in accordance with the terms of this Section 5(a) and the maximum amount of Earn-Out Consideration is 1,250,000 ParentCo Common Shares, in the aggregate. (cb) If any of the Earn-Out Targets set forth in Section 5(a) and (b) shall have been achieved, within five (5) Business Days following the achievement of the applicable Earn-Out Target, ParentCo shall issue the applicable Earn-Out Consideration to the Sponsor. (dc) If a Change of Control of ParentCo occurs (i) prior to the second anniversary of First Deadline, then the Closing, any portion of the applicable full Earn-Out Consideration to that is issuable pursuant to Section 5(a) and (b) that remains unissued as of immediately prior to the consummation of such Change of Control shall immediately vest and the Sponsor shall be entitled to receive such applicable Earn-Out Consideration prior to the consummation of such Change of Control and (ii) after the First Deadline but prior to the Second Deadline, then the Second Level Earn-Out Consideration issuable pursuant to Section 5(a) that remains unissued as of immediately prior to the consummation of such Change of Control shall immediately vest and the Sponsor shall be entitled to receive such Second Level Earn-Out Consideration prior to the consummation of such Change of Control. By way of example, if a Change of Control of ParentCo shall occur after the First Deadline and before the Second Deadline, such Change of Control shall cause the Second Level Earn-Out Consideration to vest and be payable by Parentco and the First Level Earn-Out Consideration (if not previously paid) shall not vest and will not be payable by ParentCo due to such Change of Control. (ed) The Earn-Out Consideration and the Earn-Out Targets shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into ParentCo Common Shares), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to ParentCo Common Shares, occurring on or after the date hereof and prior to the time any such Earn-Out Consideration is delivered to Sponsor, if any.”

Earn-Out Consideration. The Sponsor, the Company and NAC hereby agree that following the Closing, in addition to the consideration to be received pursuant to the BCA, ParentCo shall be required to issue to the Sponsor additional ParentCo Common Shares as follows: (a) Six Hundred Twenty Five Thousand (625,000) ParentCo Common SharesAs promptly as practicable, and in any event within five Business Days following the final determination of the Gross Revenue and the Earn-Out Consideration pursuant to this Section 2.07, Purchaser shall, or cause Purchaser’s transfer agent to, issue and deliver to the Sellers, in the aggregate, if any time prior to or as of the second anniversary of the Closing the VWAP is greater than or equal to Twelve Dollars ($12.00) over any twenty (20) trading days within any thirty (30) trading day period (the “First Earn-Out Target”) (such 625,000 ParentCo Common Sharesproportionate amounts set forth on Schedule 1 hereto, the “First Level Earn-Out Consideration”). number of shares of Purchaser Common Stock (b) Six Hundred Twenty Five Thousand (625,000) ParentCo Common Shares, in the aggregate, if any time prior to or as of the second anniversary of the Closing the VWAP is greater than or equal to Fourteen Dollars ($14.00) over any twenty (20) trading days within any thirty (30) trading day period (the “Second Earn-Out Target”, and, together with the First Earn-Out Target, the “Earn-Out Targets”) (such 625,000 ParentCo Common Shares, the “Second Level Earn-Out Consideration” and together with the First Level Earn-Out Consideration, the “Earn-Out Consideration”) as calculated in accordance with this Section 2.07. The Earn-Out Consideration shall be based on the Company’s Gross Revenue from July 1, 2005 through June 30, 2006 (the “Earn-Out Period”) and shall be calculated as follows: (i) if the Gross Revenue during the Earn-Out Period equals or exceeds $18,700,000, then the Earn-Out Consideration shall equal 2,100,000 shares of Purchaser Common Stock; (ii) if the Gross Revenue during the Earn-Out Period is less than $13,600,000, then the Earn-Out Consideration shall equal zero; and (iii) if the Gross Revenue during the Earn-Out Period is equal to or greater than $13,600,000, but less than $18,700,000, then the Earn-Out Consideration shall be calculated as follows: X = A - ((B-C)/2.4285) Where: X = Shares of Purchaser Common Stock to be issued as Earn-Out Consideration A = 2,100,000 B = 18,700,000 C = Gross Revenue for Earn-Out Period (b) As promptly as practicable, and in any event within 90 days, after the expiration of the Earn-Out Period, Purchaser shall deliver to the Sellers’ Representative a statement (the “Earn-Out Statement”) setting forth in full detail Purchaser’s calculation of the Gross Revenue for the Earn-Out Period and Purchaser’s calculation of the Earn-Out Consideration, such statement to be prepared in accordance with U.S. GAAP on a basis consistent with the accounting principles and revenue recognition policies followed by Purchaser in the preparation of its financial statements contained in the SEC Reports. The Earn-Out Statement shall be accompanied by a certificate of the Chief Financial Officer of the Purchaser certifying that the Gross Revenue was calculated in accordance with this Agreement and is true and correct in all material respects. (c) The Sellers’ Representative may, by providing written notice to Purchaser within 30 days from receipt of the Earn-Out Statement (the “Review Period”), dispute any item contained in the Earn-Out Statement, including, but not limited to, the calculation of the Gross Revenue. In the event of such a dispute, the Sellers’ Representative and the Purchaser shall attempt in good faith to resolve the matter or matters in dispute, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties hereto. If the Sellers’ Representative and the Purchaser are unable to reach a resolution within 10 days after the receipt by the Purchaser of the Sellers’ Representative written notice of the dispute, the Sellers’ Representative and the Purchaser shall submit the items remaining in dispute for resolution to an independent accounting firm of international reputation mutually acceptable to the Sellers’ Representative and the Purchaser (the “Independent Accounting Firm”), which shall, within 30 days after such submission, determine and report to the Sellers’ Representative and the Purchaser upon such remaining disputed items, and such report shall be final, binding and conclusive on the Sellers and the Purchaser (the “Earn-Out Audit”). For The Purchaser shall make available such books and records that are necessary for the avoidance of doubtEarn-Out Audit, the maximum review of the Earn-Out Statement and Purchaser’s calculation of the Gross Revenue. Purchaser agrees to permit the Independent Accounting Firm, during normal business hours, to have reasonable access to, and to examine and make copies of, such books and records of Purchaser and its subsidiaries that are necessary to conduct the Earn-Out Audit. Notwithstanding anything to the contrary in this Section 2.07, the amount of Earn-Out Consideration that is 1,250,000 ParentCo Common Sharesnot otherwise subject to dispute at the end of the Review Period (or earlier, in the aggregate. (c) If any if Sellers’ Representative delivers a certification to Purchaser that it will not dispute such portion of the Earn-Out Targets Statement) shall be deemed finally determined and thereupon payable pursuant to Section 2.07(a). (d) In the event the Earn-Out Audit reveals that the difference between (i) the final Gross Revenue, as determined by the Earn-Out Audit, and (ii) the Gross Revenue, as set forth in Section 5(a) and (b) shall have been achieved, within five (5) Business Days following the achievement of the applicable Earn-Out TargetStatement, ParentCo is greater than $250,000, then the Purchaser shall issue pay for the applicable reasonable third party costs and expenses of such audit, including the fees of the Independent Accounting Firm. Any additional Earn-Out Consideration determined to be payable to the Sellers through good faith discussion or by the designated accounting firm shall be paid to the Sellers’ Representative within ten Business Days of the resolution of such dispute. (e) During the Earn-Out Period, Purchaser shall, and shall cause the Company and its Subsidiaries to, be operated in a commercially reasonable and good faith manner, and Purchaser shall not, without the prior written consent of the Sellers’ Representative, take any action regarding the sales, marketing, development, human resources or technical support of the Company’s products or services that is, or reasonably would be expected to be, individually or in the aggregate, materially adverse to Purchaser, the Company, or the Gross Revenue during the Earn-out Period. (f) Notwithstanding the provisions of Section 2.07(a), (i) in the event of a Change of Control of the Purchaser prior to the expiration of the Earn-Out Period or (ii) if Purchaser breaches any of its obligations and duties under Section 2.07(e), and such breach has not been cured within 30 days after receiving written notice thereof from Sellers’ Representative, then in each such case, Purchaser shall pay the full amount of the Earn-Out Consideration to the Sponsor. (d) If a Change Sellers, in the amounts set forth on Schedule 1 hereto, within 5 Business Days of Control of ParentCo occurs prior to the second anniversary of the Closing, any portion of the applicable Earn-Out Consideration to that is issuable pursuant to Section 5(a) and (b) that remains unissued as of immediately prior to the consummation either of such Change of Control shall immediately vest and the Sponsor shall be entitled to receive such applicable Earn-Out Consideration prior to the consummation of such Change of Controlevent. (e) The Earn-Out Consideration and the Earn-Out Targets shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into ParentCo Common Shares), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to ParentCo Common Shares, occurring on or after the date hereof and prior to the time any such Earn-Out Consideration is delivered to Sponsor, if any.

Earn-Out Consideration. The Sponsor, As additional consideration for the Company and NAC hereby agree that following the Closing, in addition to the consideration to be received pursuant to the BCA, ParentCo shall be required to issue to the Sponsor additional ParentCo Common Shares as follows: Interests (a) Six Hundred Twenty Five Thousand (625,000) ParentCo Common Shares, in the aggregate, if any time prior to or as of the second anniversary of the Closing the VWAP is greater than or equal to Twelve Dollars ($12.00) over any twenty (20) trading days within any thirty (30) trading day period (the “First Earn-Out Target”) (such 625,000 ParentCo Common Shares, the “First Level Earn-Out Consideration”). (b) Six Hundred Twenty Five Thousand (625,000) ParentCo Common Shares, in the aggregate, if any time prior to or as of the second anniversary of the Closing the VWAP is greater than or equal to Fourteen Dollars ($14.00) over any twenty (20) trading days within any thirty (30) trading day period (the “Second Earn-Out Target”, and, together with the First Earn-Out Target, the “Earn-Out Targets”) (such 625,000 ParentCo Common Shares, the “Second Level Earn-Out Consideration” and together with the First Level Earn-Out Consideration, the “Earn-Out Consideration”). For the avoidance of doubt, the maximum amount Selling Parties will be eligible to receive up to an aggregate of Five Hundred Thousand Dollars ($500,000) from the Buyers as set forth below: (a) In the event that the Business achieves 2007 Gross Profit (as defined below) of Five Million Six Hundred Thirty Thousand Dollars ($5,630,000) (such amount, the “Full Target Gross Profit Amount”) or more, Buyers shall pay to the Selling Parties an aggregate of Five Hundred Thousand Dollars ($500,000) as Earn-Out Consideration is 1,250,000 ParentCo Common Sharesin accordance with this Section 2.4; provided, however, in the aggregateevent that 2007 Gross Profit is less than the Full Target Gross Profit Amount, but equal to or greater than Four Million Seven Hundred Eighty Five Thousand Five Hundred Dollars ($4,785,500) (the “Minimum Target Gross Profit Amount”), Buyers shall pay the Selling Parties an aggregate amount equal to Five Hundred Thousand Dollars ($500,000) multiplied by the quotient obtained by dividing (i) the difference between the 2007 Gross Profit and the Minimum Target Gross Profit Amount, by (ii) an amount equal to Eight Hundred Forty-Four Thousand Five Hundred Dollars ($844,500). (b) Within ninety (90) calendar days following the end of the Earn-Out Period (as defined below), Buyers shall prepare in good faith and deliver to the Selling Parties a schedule showing its calculation of 2007 Gross Profit and a calculation of the corresponding Earn-Out Consideration (the “Earn-Out Schedule”). Within thirty (30) days following receipt by the Selling Parties of the Earn-Out Schedule (the “Earn-Out Review Period”), the Selling Parties shall send written notice (an “Gross Profit Notice of Disagreement”) to Buyers of any objection to the Earn-Out Schedule, specifying in reasonable detail any contested items, the basis therefor and the Selling Parties’ final determination of the 2007 Gross Profit and the corresponding Earn-Out Consideration. The Gross Profit Notice of Disagreement must describe in reasonable detail the items contained in such financial statements or the calculation of 2007 Gross Profit that the Selling Parties disputes and the basis for any such dispute. During the Earn-Out Review Period, Buyers shall provide the Selling Parties and their accountants reasonable access upon reasonable notice to the Park Companies’ relevant books, records, workpapers and personnel during regular business hours for the purpose of verifying the Earn-Out Schedule. If the Selling Parties do not send to Buyers a Gross Profit Notice of Disagreement within such thirty (30) day period, Buyers’ calculation of 2007 Gross Profit as set forth in the Earn-Out Schedule shall be final, conclusive and binding on the Selling Parties and Buyers. If a Gross Profit Notice of Disagreement is delivered to Buyers within such thirty (30) day period, Buyers and the Selling Parties shall negotiate in good faith to resolve the disputed items contained therein. If Buyers and the Selling Parties, notwithstanding such good faith effort, fail to resolve such disputed items within fifteen (15) days after delivery of the Gross Profit Notice of Disagreement to Buyers, such disputed items shall be resolved in accordance with the procedures set forth in Section 2.3(d). (c) If In the event that 2007 Gross Profit is less than the Minimum Target Gross Profit Amount, no payment shall be due from Buyers to the Selling Parties under this Section 2.4 and the Selling Parties will have no rights to any Earn-Out Consideration. In no event shall the Earn-Out Consideration exceed Five Hundred Thousand Dollars ($500,000). (d) The Earn-Out Consideration, if any, shall be paid as follows: (i) Buyers shall have the right to set off the Earn-Out Consideration against any pending post-Closing obligations of the Selling Parties pursuant to Section 5.2 (the “Setoff Amount”); and (ii) Buyers shall deliver, by wire transfer of immediately available funds, the lesser of (A) Two Hundred Fifty Thousand Dollars ($250,000) of the Earn-Out Targets set forth in Section 5(a) Consideration and (bB) shall have been achieved, within five (5) Business Days following such amount payable to the achievement of the applicable Earn-Out Target, ParentCo shall issue the applicable Selling Parties as Earn-Out Consideration pursuant to Section 2.4(a) (the Sponsor. “Escrow Amount”) to W▇▇▇▇ Fargo Bank, National Association (dthe “Escrow Agent”) If a Change for purposes of Control of ParentCo occurs prior securing the Selling Parties’ post-Closing obligations pursuant to Section 5.2, to be held in an escrow account (the second anniversary “Escrow Account”) and disbursed in the manner set forth in an agreement executed by each of the ClosingSelling Parties, any portion Buyers and the Escrow Agent (the “Escrow Agreement”), a form of which is attached hereto as Exhibit A. The excess, if any, of the applicable Earn-Out Consideration over the sum of the Setoff Amount and the Escrow Amount shall be payable by Buyers to that is issuable pursuant to Section 5(a) and (b) that remains unissued as the Selling Parties by wire transfer of immediately prior available funds to the consummation account or accounts of such Change the Selling Parties designated by the Selling Parties within fifteen (15) days following the final determination of Control shall immediately vest and the Sponsor shall be entitled to receive such applicable Earn-Out Consideration prior to the consummation of such Change of ControlConsideration. (e) The During the period following the Closing Date and ending on December 31, 2007 (the “Earn-Out Period”), Buyers shall cause the Company to operate the Business at all times during such period in good faith and not in a manner intended to avoid or otherwise reduce the Earn-Out Consideration. Notwithstanding the foregoing, prior to the end of the Earn-Out Period, Buyers shall not be required to take any action or refrain from taking any action in order to maximize the Earn-Out Consideration and if the Earn-Out Targets boards of directors of Buyers in good faith believe it is not in the long term best interest of the Business to take such action or refrain from taking such action, as the case may be. (f) For purposes of this Section 2.4, “2007 Gross Profit” shall be adjusted to reflect appropriately the effect of any stock splitmean, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into ParentCo Common Shares), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to ParentCo Common Sharesthe Business, occurring on or after total revenue (as determined in accordance with GAAP) less contractual discounts and the date hereof and prior cost of drugs, such amount to the time any such Earn-Out Consideration is delivered to Sponsor, if anybe calculated in accordance with past practices.

Earn-Out Consideration. (a) The Sponsor, the Company and NAC hereby agree that following the Closing, in addition to the consideration to be received pursuant to the BCA, ParentCo shall be required to issue to the Sponsor additional ParentCo Common Shares as follows: (ai) Six Hundred Twenty Five Thousand (625,000) ParentCo Common Shares, in the aggregate, if any time prior to or as of the second anniversary of the Closing (the “First Deadline”) the VWAP is greater than or equal to Twelve Dollars ($12.00) over any twenty (20) trading days within any thirty (30) trading day period (the “First Earn-Out Target”) (such 625,000 ParentCo Common Shares, the “First Level Earn-Out Consideration”). (bii) Six Hundred Twenty Five Thousand (625,000) ParentCo Common Shares, in the aggregate, if any time prior to or as of the second anniversary of date that is thirty (30) months after Closing (the Closing “Second Deadline”) the VWAP is greater than or equal to Fourteen Dollars ($14.00) over any twenty (20) trading days within any thirty (30) trading day period (the “Second Earn-Out Target”, and, together with the First Earn-Out Target, the “Earn-Out Targets”) (such 625,000 ParentCo Common Shares, the “Second Level Earn-Out Consideration” and together with the First Level Earn-Out Consideration, the “Earn-Out Consideration”). For the avoidance of doubt, each of the First Level Earn-Out Consideration and Second Level Earn-Out Consideration is issuable only once in accordance with the terms of this Section 5(a) and the maximum amount of Earn-Out Consideration is 1,250,000 ParentCo Common Shares, in the aggregate. (cb) If any of the Earn-Out Targets set forth in Section 5(a) and (b) shall have been achieved, within five (5) Business Days following the achievement of the applicable Earn-Out Target, ParentCo shall issue the applicable Earn-Out Consideration to the Sponsor. (dc) If a Change of Control of ParentCo occurs (i) prior to the second anniversary of First Deadline, then the Closing, any portion of the applicable full Earn-Out Consideration to that is issuable pursuant to Section 5(a) and (b) that remains unissued as of immediately prior to the consummation of such Change of Control shall immediately vest and the Sponsor shall be entitled to receive such applicable Earn-Out Consideration prior to the consummation of such Change of Control and (ii) after the First Deadline but prior to the Second Deadline, then the Second Level Earn-Out Consideration issuable pursuant to Section 5(a) that remains unissued as of immediately prior to the consummation of such Change of Control shall immediately vest and the Sponsor shall be entitled to receive such Second Level Earn-Out Consideration prior to the consummation of such Change of Control. By way of example, if a Change of Control of ParentCo shall occur after the First Deadline and before the Second Deadline, such Change of Control shall cause the Second Level Earn-Out Consideration to vest and be payable by Parentco and the First Level Earn-Out Consideration (if not previously paid) shall not vest and will not be payable by ParentCo due to such Change of Control. (ed) The Earn-Out Consideration and the Earn-Out Targets shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into ParentCo Common Shares), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to ParentCo Common Shares, occurring on or after the date hereof and prior to the time any such Earn-Out Consideration is delivered to Sponsor, if any.” (B) Exhibit B of the Agreement is hereby deleted in its entirety and replaced with the following: Effective as of the consummation of the transactions contemplated by the BCA, sub-paragraph (a) of paragraph 7 is hereby deleted in its entirety and replaced with the following: (a) The Sponsor and each Insider agrees that it or he shall not Transfer any Founder Shares (or, for all purposes of this Letter Agreement, shares of Common Stock issuable upon conversion thereof or shares of capital stock for which such Founder Shares may have been exchanged pursuant to the Company’s initial Business Combination) except as follows: (A) one half of such Founder Shares shall not have any restrictions on Transfer under this Agreement six (6) months following completion of the Company’s initial Business Combination; (B) twenty five percent (25%) of such Founder Shares shall not have any restrictions on Transfer under this Agreement if, at any time prior to or as of the seventh (7th) anniversary of the completion of the Company’s initial Business Combination, the daily volume weighted average price (the “VWAP”) of the shares of Common Stock is greater than or equal to $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) over any twenty (20) trading days within any thirty (30) trading day period; (C) the remaining twenty five percent (25%) of such Founders Shares shall not have any restrictions on Transfer under this Agreement if, at any time prior to or as of the seventh (7th) anniversary of the completion of the Company’s initial Business Combination, the VWAP of the shares of Common Stock is greater than or equal to $14.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) over any twenty (20) trading days within any thirty (30) trading day period; and (D) notwithstanding clauses (B) and (C), all Founder Shares shall not have any restrictions on Transfer under this Agreement on the date, if prior to or as of the seventh (7th) anniversary of the completion of the Company’s initial Business Combination, on which the Company (or the successor to the Company pursuant to the Company’s initial Business Combination) undergoes a Change of Control (collectively, the “Founder Shares Lock-up Period”)