Common use of Make Whole Provision Clause in Contracts

Make Whole Provision. If, at the end of the Eighteenth (18Months) after closing Closing (“Make-Whole Measurement Date”), the closing bid price of the AQUM Shares is less than $2.67 a share (the “Make-Whole Price”), AQUM shall provide additional consideration to Shareholders to bring Shareholders’ total consideration for the Issued Shares to an amount equal to the number of shares retained of the Issued Shares the Make-Whole Measurement Date multiplied by the difference in the Make-whole Price and the closing bid price of the AQUM stock. Such consideration shall be either, at AQUM’s sole election, in the form of additional AQUM Common Stock or in cash. The Make-Whole Measurement Date may be extended to Twenty Four (24) Months by either the AQUM Board of Directors or the Shareholders of TAM, GWI or B&R for their respective calculations. If the election to extend the Make-Whole Measurement Date is made by any party the Make-Whole Payment will be made in cash. If prior to the Make-Whole Measurement Date or the extended date, if elected, the AQUM shares trade for a five consecutive day period at or above $5.25 (the “Trigger Price”), the Make Whole Provision will have been deemed to have been met and no additional consideration will be due under the Make-Whole Provision. The Make-whole provision is subject to a Claw-Back calculation included in Exhibit D.

Make Whole Provision. If, at the end of the Eighteenth (18Months) after closing Closing (“Make-Whole Measurement Date”), the closing bid price of the AQUM Shares is less than $2.67 a share (the “Make-Whole Price”), AQUM shall provide additional consideration to Shareholders to bring Shareholders’ total consideration for the Issued Shares to an amount equal to the number of shares retained of the Issued Shares the Make-Whole Measurement Date multiplied by the difference in the Make-whole Price and the closing bid price of the AQUM stock. Such consideration shall be either, at AQUM’s sole election, in the form of additional AQUM Common Stock or in cash. The Make-Whole Measurement Date may be extended to Twenty Four (24) Months by either the AQUM Board of Directors or the Shareholders of TAM, GWI or B&R for their respective calculations. If the election to extend the Make-Whole Measurement Date is made by any party the Make-Whole Payment will be made in cash. If prior to the Make-Whole Measurement Date or the extended date, if elected, the AQUM shares trade for a five consecutive day period at or above $5.25 (the “Trigger Price”), the Make Whole Provision will have been deemed to have been met and no additional consideration will be due under the Make-Whole Provision. The Make-whole provision is subject to a Claw-Back calculation included in Exhibit D.D. 1.06 Other Terms and Conditions; Spin-off Election, Division Structure, Board of Directors etc; As part of the Agreement the parties have agreed to corporate governance, structure and additional terms such as the right to Spin-off the Company division represented by the Green Wire Enterprise, Inc. entity that are included in Exhibit D. 3 ARTICLE II OPTION AND SECOND CLOSING 2.01 Green Wire, Inc. Purchase Option. At any time after the Closing, if AQUM revenue reaches a minimum of $80 million, then AQUM shall have the right (but not the obligation) at any time to exercise its option to purchase the remaining 51% of Green Wire Inc. ownership from the Green Wire Shareholders without the need for Green Wire Shareholders’ approval or consent. The consideration paid to Shareholders upon exercise of this option shall be AQUM Common Stock, issued at 90% of market price as of the exercise date, for a total price of $200,000.00. So long as AQUM revenue is less than $80 million, the option to purchase transaction set forth in the preceding sentence may occur at any time upon agreement by AQUM, the Company and Green Wire Shareholders. 2.02

Make Whole Provision. If(a) If (i) the Company makes the election described in Section 1(b)(ii), at or (ii) the end Company fails to furnish the Company Election Notice within the time specified in Section 1(b), or (iii) the Company shall have failed by the later of (x) the date that is 10 days after delivery of the Eighteenth (18Months) after closing Closing (“First Make-Whole Measurement Date”)Notice and (y) June 1, 1998 to establish to the satisfaction of the Holder that the Company has access to the funds required to purchase the Securities when and as required by Section 1, and that such purchase will not be prohibited under the terms of the Company's material contractual obligations, the closing bid price of the AQUM Shares is less than $2.67 Holder may elect in its sole discretion to deliver a share notice (the “Make-a "Second Make Whole Price”), AQUM shall provide additional consideration to Shareholders to bring Shareholders’ total consideration for the Issued Shares to an amount equal Notice") to the number of shares retained of Company to the Issued Shares effect that (x) the Holder has entered into a bona fide arm's-length agreement with a financial institution to sell the Securities and the Make-Whole Measurement Date multiplied by Shares to the difference institution at a price (the "Sale Price") not less than (1) if the Securities are sold at a time when a registration statement is in effect under the Make-whole Price Securities Act with respect to those shares and the closing bid price of the AQUM stock. Such consideration shall be either, at AQUM’s sole election, in the form of additional AQUM Common Stock or in cash. The Make-Whole Measurement Date may be extended to Twenty Four (24) Months by either the AQUM Board of Directors or the Shareholders of TAM, GWI or B&R for their respective calculations. If the election to extend the Make-Whole Measurement Date is made by any party Shares (as hereinafter defined), 90% of the last reported sale price per share of the Common Stock on the New York Stock Exchange on the last trading day preceding at the date of the Make-Whole Payment Notice or (2) otherwise, 75% of such last reported sale price; and (y) the number (the "Make-Whole Number") of shares of Common Stock that will be made required to be sold at the Sale Price in cash. If prior order for the Holder to realize net proceeds from such sale equal to the Make-Whole Measurement Date or Price. (b) Not later than the extended datefirst to occur of (i) three New York Stock Exchange trading days after the date of the Second Make-Whole Notice and (ii) July 1, if elected1998, the AQUM Company shall convey to the Holder good and valid title, free and clear of all Liens, to a number of shares trade for a five consecutive day period at or above $5.25 (the “Trigger Price”), the Make Whole Provision will have been deemed of Common Stock equal to have been met and no additional consideration will be due under the Make-Whole Provision. The Number ( the "Make-whole Whole Shares"). (c) Nothing in this Agreement shall restrict the right of the Holder to sell or otherwise dispose of the Securities at any time; subject, however, to the provision is subject of Section 3(c). If after the delivery of a First Make-Whole Notice when the Holder disposes of the Securities it realizes net proceeds in excess of the Make-Whole Price, it will promptly remit the amount of such excess to the Company. (d) Siemens will not issue a Claw-Back calculation included in Exhibit D.press release or make any other similar public announcement regarding any intention to sell or otherwise dispose of any Securities, except to the extent required by law or on the advice of counsel.