Common use of Post-Closing Payments Clause in Contracts

Post-Closing Payments. (a) Should Grantor receive any amount arising from, or attributed to, the Grantor Interest (including without limitation amounts related to a Settlement Request) then Grantor shall promptly deliver to Participant an amount equal to such amount less: (i) any taxes, duties or other amounts required to be paid or withheld by Grantor with respect to those amounts (including without limitation any stamp duty or tax payable with respect to the sale, transfer or other disposition of such securities or other cash or non-cash distributions and any other fees or expenses (including legal fees) paid, payable, reimbursed or reimbursable by Grantor or Administrator in connection with the sale, transfer or other disposition of such securities or other cash or non-cash distributions); and (ii) any amounts owed by Participant to Grantor or Administrator as of the relevant time ((i) and (ii) together, the “Fees and Expenses”), to Participant pursuant to the wire instructions provided by Participant (which instructions must be with respect to a bank account opened in the name of Participant and must be provided at least five (5) Business Days prior to the date of wiring). (b) Upon receipt by Grantor of any securities or any other non-cash distributions with respect to the Grantor Interest (including the receipt of ADSs pursuant to a Settlement Request): (i) in the case of ADSs received pursuant to a Cash Settlement Request or an ADS Settlement Request where Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash, Grantor shall use commercially reasonable efforts to sell such ADSs to any person whatsoever at Participant’s expense, in accordance with the provisions of Section 5(b) and distribute the resulting cash to Participant in accordance with Section 6(a); (ii) in the case of ADSs received pursuant to an ADS Settlement Request other than cases in which Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash (or where any Settlement Request cannot be fulfilled in cash), Grantor shall use commercially reasonable efforts to transfer such ADSs (net of the In-Kind Fees and Expenses) to Participant at Participant’s expense, in accordance with the provisions of Section 5(b). “In-Kind Fees and Expenses” means such portion of securities or any other non-cash distributions received by Grantor with respect to the Grantor Interest the value of which is equal to the Fees and Expenses due as of the relevant date. In the case of ADSs, the value of such ADSs shall be calculated by Administrator based on the VWAP Price and in the case of other securities or other non-cash distributions, shall be calculated by Administrator on such basis as it reasonably determines. “VWAP Price” means the value obtained by dividing (A) the aggregate turnover of trading in the ADSs during the five (5) Trading Days immediately before the date Grantor receives the relevant distribution (the “VWAP Period”) by (B) the aggregate trading volume of the ADSs during the VWAP Period provided that if the VWAP Price cannot be calculated in accordance with the preceding formula the VWAP Price shall be determined by Administrator on such basis as it reasonably determines. “Trading Day” means any day on which the ADSs are traded on The NASDAQ Global Market.

Post-Closing Payments. (a) Should Grantor receive any amount arising from, or attributed to, the Grantor Interest (including without limitation amounts related to a Settlement Request) then Grantor shall promptly deliver to Participant an amount equal to such amount less: (i) any taxes, duties or other amounts required to be paid or withheld by Grantor with respect to those amounts (including without limitation any stamp duty or tax payable with respect to the sale, transfer or other disposition of such securities or other cash or non-cash distributions and any other fees or expenses (including legal fees) paid, payable, reimbursed or reimbursable by Grantor or Administrator Manager in connection with the sale, transfer or other disposition of such securities or other cash or non-cash distributions); and (ii) any amounts owed by Participant to Grantor or Administrator Manager as of the relevant time ((i) and (ii) together, the “Fees and Expenses”), to Participant pursuant to the wire instructions provided by Participant (which instructions must be with respect to a bank account opened in the name of Participant and must be provided at least five (5) Business Days prior to the date of wiring). (b) Upon receipt by Grantor of any securities or any other non-cash distributions with respect to the Grantor Interest (including the receipt of ADSs pursuant to a Settlement Request): (i) in the case of ADSs received pursuant to a Cash Settlement Request or an ADS Settlement Request where Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash, Grantor shall use commercially reasonable efforts to sell such ADSs to any person whatsoever at Participant’s expense, in accordance with the provisions of Section 5(b) and distribute the resulting cash to Participant in accordance with Section 6(a); (ii) in the case of ADSs received pursuant to an ADS Settlement Request other than cases in which Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash (or where any Settlement Request cannot be fulfilled in cash), Grantor shall use commercially reasonable efforts to transfer such ADSs (net of the In-Kind Fees and Expenses) to Participant at Participant’s expense, in accordance with the provisions of Section 5(b). “In-Kind Fees and Expenses” means such portion of securities or any other non-cash distributions received by Grantor with respect to the Grantor Interest the value of which is equal to the Fees and Expenses due as of the relevant date. In the case of ADSs, the value of such ADSs shall be calculated by Administrator Manager based on the VWAP Price and in the case of other securities or other non-cash distributions, shall be calculated by Administrator Manager on such basis as it reasonably determines. “VWAP Price” means the value obtained by dividing (A) the aggregate turnover of trading in the ADSs during the five (5) Trading Days immediately before the date Grantor receives the relevant distribution (the “VWAP Period”) by (B) the aggregate trading volume of the ADSs during the VWAP Period provided that if the VWAP Price cannot be calculated in accordance with the preceding formula the VWAP Price shall be determined by Administrator Manager on such basis as it reasonably determines. “Trading Day” means any day on which the ADSs are traded on The NASDAQ Global Market.

Post-Closing Payments. (a) Should Grantor receive any amount arising from, or attributed to, the Grantor Interest (including without limitation amounts related to a Settlement Request) then Grantor shall promptly deliver to Participant an amount equal to such amount less: (i) any taxesThe Total Merger Consideration, duties or other amounts required calculated based on (i) the amount of Company Closing Cash, (ii) the amount of Company Closing Debt, (iii) the amount of Company Merger Expenses and (iv) the amount of Closing Net Working Capital, each as deemed final and binding on the Parties pursuant to be paid or withheld by Grantor with respect this Section 2.4, is referred to those amounts (including without limitation any stamp duty or tax payable with respect to herein as the sale, transfer or other disposition of such securities or other cash or non-cash distributions and any other fees or expenses (including legal fees) paid, payable, reimbursed or reimbursable by Grantor or Administrator in connection with the sale, transfer or other disposition of such securities or other cash or non-cash distributions); and“Final Merger Consideration”. (ii) any amounts owed by Participant to Grantor or Administrator as If the amount of the relevant time Final Merger Consideration exceeds the amount of the Estimated Total Merger Consideration ((i) and (ii) togethersuch excess amount, the “Fees and ExpensesPositive Adjustment”), to Participant pursuant to the wire instructions provided by Participant (which instructions must be with respect to a bank account opened in the name of Participant and must be provided at least then, within five (5) Business Days prior after the determination of the Final Merger Consideration pursuant to this Section 2.4, (A) Parent shall deposit or shall cause to be deposited in the Exchange Fund held by the Payments Administrator, by wire transfer of immediately available funds, an amount in cash equal to the date portion of wiringthe Positive Adjustment to which holders of Company Capital Stock and Company Warrants are entitled pursuant to Section 2.1 and the Payments Administrator shall remit the portion of the Positive Adjustment to the holders of Company Capital Stock and Company Warrants in accordance with each holder’s Securityholders’ Pro Rata Share, and (B) Parent shall deposit or shall cause to be deposited with the Surviving Corporation (or the Surviving Corporation’s designee), by wire transfer of immediately available funds, an amount in cash equal to the portion of the Positive Adjustment to which the holders of Vested Company Options are entitled pursuant to Section 2.1 and the Surviving Corporation shall remit the portion of the Positive Adjustment to the holders of Vested Company Options in accordance with each holder’s Securityholders’ Pro Rata Share. (biii) Upon receipt by Grantor If the amount of any securities or any other non-cash distributions with respect the Estimated Total Merger Consideration exceeds the amount of the Final Merger Consideration (the “Negative Adjustment”), the amount of such Negative Adjustment shall be deemed to the Grantor Interest (including the receipt of ADSs be Damages for which Parent shall be entitled to indemnification pursuant to a Settlement Request): (i) in the case of ADSs received pursuant to a Cash Settlement Request or an ADS Settlement Request where Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cashArticle 11 and, Grantor shall use commercially reasonable efforts to sell such ADSs to any person whatsoever at Participant’s expense, in accordance with the provisions of Section 5(b) and distribute the resulting cash to Participant in accordance with Section 6(a); (ii) in the case of ADSs received pursuant to an ADS Settlement Request other than cases in which Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash (or where any Settlement Request cannot be fulfilled in cash), Grantor shall use commercially reasonable efforts to transfer such ADSs (net of the In-Kind Fees and Expenses) to Participant at Participant’s expense, in accordance with the provisions of Section 5(b). “In-Kind Fees and Expenses” means such portion of securities or any other non-cash distributions received by Grantor with respect to the Grantor Interest the value of which is equal to the Fees and Expenses due as of the relevant date. In the case of ADSs, the value of such ADSs shall be calculated by Administrator based on the VWAP Price and in the case of other securities or other non-cash distributions, shall be calculated by Administrator on such basis as it reasonably determines. “VWAP Price” means the value obtained by dividing (A) the aggregate turnover of trading in the ADSs during the within five (5) Trading Business Days immediately before after the determination of the Final Merger Consideration pursuant to this Section 2.4, Parent and the Representative shall provide a joint written instruction to the Escrow Agent to, and the Escrow Agent shall, deliver promptly (and in no event later than five (5) Business Days after the date Grantor receives of receipt of such instruction by the relevant distribution (Escrow Agent) from the “VWAP Period”) by (B) Escrow Cash to Parent the aggregate trading volume amount of the ADSs during Negative Adjustment in immediately available funds by wire transfer to an account or accounts designated by Parent in writing. To the VWAP Period provided extent that if the VWAP Price cannot be calculated in accordance Negative Adjustment is greater than the then remaining Escrow Cash, Parent shall have the right to proceed individually and directly against the Effective Time Holders for indemnification with respect to any amounts payable. (iv) Any payment made under this Section 2.4, to the preceding formula the VWAP Price maximum extent permitted by applicable Law, shall be determined by Administrator on such basis treated for all Tax purposes as it reasonably determines. “Trading Day” means an adjustment to the Total Merger Consideration. (v) For clarity, the process set forth in this Section 2.4 shall be the exclusive remedy of Parent and the Representative for disputes related to the Closing Financial Certificate, Post-Closing Statement and Dispute Statement and any day on which the ADSs are traded on The NASDAQ Global Marketamounts set forth therein.

Post-Closing Payments. (a) Should Grantor receive any amount arising fromSubject to Section 12.1, on the Post-Closing Payment Date, Buyer shall pay or attributed tocause to be paid to Seller, in immediately available funds to an account designated by Seller, the Grantor Interest amount of $8,000,000, plus (including without limitation amounts related to 1) the Positive Total Equity Adjustment, if any, minus (2) the Negative Total Equity Adjustment, if any, minus (3) if the Litigation Claim has not become a Settlement RequestFinal Claim as of the Post-Closing Payment Date, the Holdback, plus (4) then Grantor shall promptly deliver to Participant an amount equal to ten percent (10%) of the sum of the Unsold Inventory and Delinquent Accounts Receivable (such amount less: in this clause (4), the "Sludge Amount"), minus (5) one-half of the fees and expenses of the Independent Accountant paid pursuant to Section 3.5(d), minus (6) the filing fees contemplated by Section 8.16, minus (7) an amount equal to any pending indemnification claims pursuant to Section 12.1(f), minus (8) one-half of the fees and expenses of the Auditors; provided, however that Seller may elect by prompt written notice to Buyer to forego some or all of the payment required by clause (4) above and, upon such election, Buyer, at Seller's expense, shall cause the Company to (i) any taxesassign all rights, duties or other amounts required to be paid or withheld by Grantor with respect to those amounts (including without limitation any stamp duty or tax payable with respect title and interest to the saleapplicable Unsold Inventory and/or Delinquent Accounts Receivable to Seller on the Post- Closing Payment Date, transfer or other disposition of such securities or other cash or non-cash distributions and any other fees or expenses (including legal fees) paid, payable, reimbursed or reimbursable by Grantor or Administrator in connection with the sale, transfer or other disposition of such securities or other cash or non-cash distributions); and (ii) deliver any amounts owed such Unsold Inventory to Seller within 90 days following the Post-Closing Payment Date. Buyer agrees that if it breaches its obligation to make the payments required by Participant this Section 3.4(a) when due and owing, such payment shall accrue interest from the Post Closing Payment Date until full satisfaction of such payment obligation at an interest rate equal to Grantor or Administrator as the U.S. prime rate of the relevant time Royal Bank of Canada plus 2% ((i) and (ii) together, the “Fees and Expenses”), to Participant pursuant to the wire instructions provided by Participant (which instructions must be with respect to a bank account opened in the name of Participant and must be provided at least five (5) Business Days prior to the date of wiringcalculated daily). (b) Upon receipt If the Litigation Claim has not become a Final Claim as of the Post-Closing Payment Date, Buyer and Seller shall establish with the Escrow Agent an escrow account, and Buyer shall deposit an amount (the "Holdback") equal to the lesser of (i) $4,200,000 and (ii) $8,000,000, minus the Negative Total Equity Adjustment, if any, plus, the Sludge Amount, with the Escrow Agent, which shall be held pursuant to an escrow agreement in the form attached hereto as Exhibit C (the "Holdback Escrow Agreement"). (c) If the Litigation Claim has become a Final Claim on or before the Post-Closing Payment Date, Buyer shall not subtract the Holdback from any payments required to be made to Seller pursuant to Section 3.4(a). (d) On or before the Post-Closing Payment Date, Buyer shall cause the Company to pay Seller, in immediately available funds to an account designated by Grantor Seller, the amount due pursuant to Section 8.15. (e) Following the final adjudication or settlement of any securities each pending indemnification claim pursuant to Section 12.1 following the Post-Closing Payment Date, to the extent that Seller is not required to indemnify Buyer or any other non-cash distributions the Company pursuant to Section 12.1, Buyer shall pay such amount withheld pursuant to Section 12.1(f) with respect to the Grantor Interest (including the receipt of ADSs pursuant such pending claim to a Settlement Request): (i) Seller in the case of ADSs received pursuant to a Cash Settlement Request or an ADS Settlement Request where Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash, Grantor shall use commercially reasonable efforts to sell such ADSs to any person whatsoever at Participant’s expense, in accordance with the provisions of Section 5(b) and distribute the resulting cash to Participant in accordance with Section 6(a); (ii) in the case of ADSs received pursuant immediately available funds to an ADS Settlement Request other than cases in which Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash (or where any Settlement Request cannot be fulfilled in cash), Grantor shall use commercially reasonable efforts to transfer such ADSs (net of the In-Kind Fees and Expenses) to Participant at Participant’s expense, in accordance with the provisions of Section 5(b). “In-Kind Fees and Expenses” means such portion of securities or any other non-cash distributions received account designated by Grantor with respect to the Grantor Interest the value of which is equal to the Fees and Expenses due as of the relevant date. In the case of ADSs, the value of such ADSs shall be calculated by Administrator based on the VWAP Price and in the case of other securities or other non-cash distributions, shall be calculated by Administrator on such basis as it reasonably determines. “VWAP Price” means the value obtained by dividing (A) the aggregate turnover of trading in the ADSs during the five (5) Trading Days immediately before the date Grantor receives the relevant distribution (the “VWAP Period”) by (B) the aggregate trading volume of the ADSs during the VWAP Period provided that if the VWAP Price cannot be calculated in accordance with the preceding formula the VWAP Price shall be determined by Administrator on such basis as it reasonably determines. “Trading Day” means any day on which the ADSs are traded on The NASDAQ Global MarketSeller.

Post-Closing Payments. (a) Should Grantor receive any amount arising from, or attributed to, the Grantor Interest Subject to ‎‎Section 4.5 and upon Assignor’s receipt of written confirmation from Assignee of FDA acceptance for review of an Arimoclomol re-submission of an NDA filing (including without limitation amounts related to a Settlement Request) then Grantor shall promptly deliver to Participant an amount equal to such amount less: (i) any taxes, duties or other amounts required to be paid or withheld by Grantor with respect to those amounts (including without limitation any stamp duty or tax payable with respect to the sale, transfer or other disposition of such securities or other cash or non-cash distributions and any other fees or expenses (including legal fees) paid, payable, reimbursed or reimbursable by Grantor or Administrator in connection with the sale, transfer or other disposition of such securities or other cash or non-cash distributions); and (ii) any amounts owed by Participant to Grantor or Administrator as of the relevant time ((i) and (ii) together, the “Fees and ExpensesNDA Milestone”), Assignee shall make a one-time payment to Participant pursuant to the Assignor of $1,000,000 by wire instructions provided transfer of immediately available funds as directed by Participant Assignor thirty (which instructions must be with respect to a bank account opened in the name 30) days after Assignee’s receipt of Participant and must be provided at least five (5) Business Days prior to the date of wiring)an invoice. (b) Upon Subject to ‎‎Section 4.6 and upon Assignor’s receipt of written confirmation from Assignee of the First Commercial Sale of Arimoclomol (the “Commercial Sale Milestone”), Assignee shall make a one-time payment to Assignor of $1,000,000 by Grantor wire transfer of any securities immediately available funds as directed by Assignor thirty (30) days after A▇▇▇▇▇▇▇’s receipt of an invoice. Assignor hereby agrees and acknowledges that: (i) such payments pursuant to this ‎‎Section 2.3 are contingent payment obligations of Assignee and there can be no assurance regarding the occurrence of the NDA Milestone or any other non-cash distributions Commercial Sale Milestone; (ii) Assignee shall have no obligation or liability with respect to such payment unless and until the Grantor Interest NDA Milestone and/or the Commercial Sale Milestone has occurred; and (including iii) Assignee shall have the receipt of ADSs pursuant right, but not the obligation, to a Settlement Request): (i) deduct from such payments, in the case of ADSs received pursuant whole or in part, amounts owed by Assignor or claimed in good faith to a Cash Settlement Request or an ADS Settlement Request where Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash, Grantor shall use commercially reasonable efforts to sell such ADSs be owed by Assignor to any person whatsoever at Participant’s expense, in accordance Assignee Indemnified Party whereby Assignee simultaneous with the provisions deduction also shall submit a notice of claim as set forth in Section 5(b) and distribute the resulting cash to Participant in accordance with Section 6(a)5.2 if such notice of claim has not previously been submitted; (ii) in the case of ADSs received pursuant to an ADS Settlement Request other than cases in which Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash (or where any Settlement Request cannot be fulfilled in cash), Grantor shall use commercially reasonable efforts to transfer such ADSs (net of the In-Kind Fees and Expenses) to Participant at Participant’s expense, in accordance with the provisions of Section 5(b). “In-Kind Fees and Expenses” means such portion of securities or any other non-cash distributions received by Grantor with respect to the Grantor Interest the value of which is equal to the Fees and Expenses due as of the relevant date. In the case of ADSs, the value of such ADSs shall be calculated by Administrator based on the VWAP Price and in the case of other securities or other non-cash distributions, shall be calculated by Administrator on such basis as it reasonably determines. “VWAP Price” means the value obtained by dividing (A) the aggregate turnover of trading in the ADSs during the five (5) Trading Days immediately before the date Grantor receives the relevant distribution (the “VWAP Period”) by (B) the aggregate trading volume of the ADSs during the VWAP Period provided that if the VWAP Price cannot be calculated in accordance with the preceding formula the VWAP Price shall be determined by Administrator on such basis as it reasonably determines. “Trading Day” means any day on which the ADSs are traded on The NASDAQ Global Market[***].

Post-Closing Payments. (a) Should Grantor receive any amount arising from, or attributed to, the Grantor Interest (including without limitation amounts related to a Settlement Request) then Grantor shall promptly deliver to Participant an amount equal to such amount less: (i) any taxesThe Merger Consideration, duties or other amounts required calculated based on (A) the amount of Closing Cash, (B) the amount of Closing Net Working Capital, (C) the amount of Closing Indebtedness, and (D) the amount of Unpaid Transaction Expenses, each as deemed final and binding on the parties hereto pursuant to be paid or withheld by Grantor with respect this Section 1.9, is referred to those amounts (including without limitation any stamp duty or tax payable with respect to herein as the sale, transfer or other disposition of such securities or other cash or non-cash distributions and any other fees or expenses (including legal fees) paid, payable, reimbursed or reimbursable by Grantor or Administrator in connection with the sale, transfer or other disposition of such securities or other cash or non-cash distributions); and“Final Merger Consideration”. (ii) If the amount of the Final Merger Consideration exceeds the amount of the Estimated Merger Consideration (such excess amount, the “Positive Adjustment”), then, within five (5) Business Days after the determination of the Final Merger Consideration pursuant to this Section 1.9, (i) Parent shall deposit or shall cause to be deposited with the Paying Agent, by wire transfer of immediately available funds, the Positive Adjustment (net of any amounts owed by Participant deposited with the Securityholder Representative pursuant to Grantor or Administrator as Section 1.9(e)(v)), (ii) Parent and the Securityholder Representative shall provide a joint written instruction to the Escrow Agent to promptly deposit the amount available in the Escrow Fund with the Paying Agent (net of any amounts deposited with the relevant time Securityholder Representative pursuant to Section 1.9(e)(v)) and (iii) Parent shall cause the Paying Agent to promptly distribute the aggregate amount deposited with the Paying Agent pursuant to clauses (i) and (ii) togetherabove to the Securityholders in accordance with their respective Pro Rata Portions (it being understood that all such amounts payable in respect of Company Options shall be paid to the former holders thereof through Parent’s or Surviving Corporation’s payroll account no later than the second (2nd) regularly scheduled payroll following such date). (iii) If the amount of the Estimated Merger Consideration exceeds the amount of the Final Merger Consideration (such excess amount, the “Fees and ExpensesNegative Adjustment”), to Participant pursuant to the wire instructions provided by Participant (which instructions must be with respect to a bank account opened in the name of Participant and must be provided at least then within five (5) Business Days prior after the determination of the Final Merger Consideration pursuant to this Section 1.9, Parent and the Securityholder Representative shall provide a joint written instruction to the date Escrow Agent to deliver promptly from the Escrow Fund (A) to Parent, the amount of wiringthe Negative Adjustment in immediately available funds by wire transfer to an account or accounts designated by Parent in writing, up to a maximum payment equal to the Escrow Amount and (B) if the amount available in the Escrow Fund exceeds the Negative Adjustment, the amount of such excess (net of any amounts deposited with the Securityholder Representative pursuant to Section 1.9(e)(v)) to the Paying Agent for further distribution to the Securityholders in accordance with their respective Pro Rata Portions (it being understood that all such amounts payable in respect of Company Options shall be paid to former holders thereof through Parent’s or Surviving Corporation’s payroll account no later than the second (2nd) regularly scheduled payroll following such date). (biv) Upon receipt by Grantor This Section 1.9(e) and the determination of any securities or any other non-cash distributions the Final Merger Consideration shall be the sole and exclusive remedies of the parties hereto with respect to the Grantor Interest matters addressed in this Section 1.9. (including v) Notwithstanding any provision herein to the receipt contrary, following the prior written request of ADSs the Securityholder Representative, Parent shall deposit, or cause the Paying Agent or Escrow Agent to deposit (as applicable) with the Securityholder Representative (by wire transfer of immediately available funds to an account designated in writing by the Securityholder Representative) all or any portion of the aggregate amount otherwise payable to the Securityholders pursuant to a Settlement Request): Section 1.9(e)(i) or Section 1.9(e)(ii) to the extent requested by the Securityholder Representative, which amount shall (i) in reduce the case of ADSs received pursuant amount other payable to a Cash Settlement Request or an ADS Settlement Request where Grantor has elected the Securityholders pursuant to Section 5(b)(ii1.9(e)(i) to fulfill such ADS Settlement Request in cash, Grantor shall use commercially reasonable efforts to sell such ADSs to any person whatsoever at Participant’s expense, in accordance with the provisions of or Section 5(b1.9(e)(ii) and distribute the resulting cash to Participant in accordance with Section 6(a); (ii) in the case of ADSs received pursuant to an ADS Settlement Request other than cases in which Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash (or where any Settlement Request cannot shall be fulfilled in cash), Grantor shall use commercially reasonable efforts to transfer such ADSs (net of the In-Kind Fees and Expenses) to Participant at Participant’s expense, in accordance with the provisions of Section 5(b). “In-Kind Fees and Expenses” means such portion of securities or any other non-cash distributions received by Grantor with respect added to the Grantor Interest the value of which is equal Expense Fund (and shall be available to the Fees Securityholder to pay any reasonable and Expenses due as of documented fees, costs or other expenses it may incur in performing its duties or obligations or exercising its rights under this Agreement or the relevant date. In Escrow Agreement). (vi) To the case of ADSsmaximum extent permitted by applicable Law, the value of such ADSs any payment made under this Section 1.9 shall be calculated by Administrator based on treated for all Tax purposes as an adjustment to the VWAP Price and in the case of other securities or other non-cash distributions, shall be calculated by Administrator on such basis as it reasonably determines. “VWAP Price” means the value obtained by dividing (A) the aggregate turnover of trading in the ADSs during the five (5) Trading Days immediately before the date Grantor receives the relevant distribution (the “VWAP Period”) by (B) the aggregate trading volume of the ADSs during the VWAP Period provided that if the VWAP Price cannot be calculated in accordance with the preceding formula the VWAP Price shall be determined by Administrator on such basis as it reasonably determines. “Trading Day” means any day on which the ADSs are traded on The NASDAQ Global MarketMerger Consideration.

Post-Closing Payments. (a) Should Grantor receive any amount arising from, or attributed to, the Grantor Interest (including without limitation amounts related to a Settlement Request) then Grantor shall promptly deliver to Participant an amount equal to such amount less: (i) any taxes, duties or other amounts required If the Net Working Capital as finally determined pursuant to be paid or withheld by Grantor with respect to those amounts (including without limitation any stamp duty or tax payable with respect to the sale, transfer or other disposition of such securities or other cash or non-cash distributions and any other fees or expenses (including legal fees) paid, payable, reimbursed or reimbursable by Grantor or Administrator this Section 1.7 would result in connection with the sale, transfer or other disposition of such securities or other cash or non-cash distributions); and (ii) any amounts owed by Participant to Grantor or Administrator as a reduction of the relevant time ((i) Adjusted Transaction Value by an amount in excess of $25,000, then Parent and (ii) togetherthe Securityholders’ Agent shall provide, the “Fees and Expenses”), to Participant pursuant to the wire instructions provided by Participant (which instructions must be with respect to a bank account opened in the name of Participant and must be provided at least within five (5) Business Days prior following such determination, a joint written instruction to Parent instructing Parent to retain such amount from the NWC Holdback Fund. For avoidance of doubt, any recovery of any such deficit from the NWC Holdback Fund shall not be subject to any of limitations on indemnification set forth in Section 9 hereof. Any amounts remaining in the NWC Holdback Fund after the conclusion of the procedures set forth in this Section 1.7 shall be paid, within ten (10) Business Days following such conclusion, to the date Payment Agent for distribution to the securityholders of wiring). (b) Upon receipt by Grantor the Company based on their Pro Rata Share of such amount; provided that, any securities or any other non-cash distributions amounts payable with respect to Vested Company Options or Company RSUs shall be paid to the Grantor Interest Surviving Corporation and the Surviving Corporation shall pay, provided that such holder has entered into a legally binding Holder Acknowledgment, such amounts (including reduced by the receipt amount of ADSs pursuant any Taxes required to a Settlement Request): (i) in the case of ADSs received pursuant be withheld under applicable Legal Requirements with respect to a Cash Settlement Request or an ADS Settlement Request where Grantor has elected pursuant to Section 5(b)(iisuch payments) to fulfill such ADS Settlement Request in cash, Grantor shall use commercially reasonable efforts to sell such ADSs to any person whatsoever at Participant’s expense, in accordance with the provisions of Section 5(b) and distribute the resulting cash to Participant in accordance with Section 6(a);former holder thereof. (ii) If the Net Working Capital as finally determined pursuant to this Section 1.7 would result in an increase of the Adjusted Transaction Value by an amount in excess of $25,000, then Parent shall pay, within ten (10) Business Days following such determination, to the Payment Agent for distribution to the securityholders of the Company based on their Pro Rata Share of such amount (i) all amounts remaining in the case NWC Holdback Fund after the conclusion of ADSs received the procedures set forth in this Section 1.7 and (ii) any additional amount determined to be payable pursuant to this Section 1.7; provided that, any amounts payable with respect to Vested Company Options or Company RSUs shall be paid to the Surviving Corporation and the Surviving Corporation shall pay, provided that such holder has entered into a legally binding Holder Acknowledgment, such amounts (reduced by the amount of any Taxes required to be withheld under applicable Legal Requirements with respect to such payments) to the former holder thereof. (iii) Any payment made under this Section 1.7, to the maximum extent permitted by applicable Legal Requirements, shall be treated for all Tax purposes as an ADS Settlement Request other adjustment to the Merger Consideration and shall be reported as such by the parties hereto on their Tax Returns. (iv) For the avoidance of doubt, in no event shall the same amount be accounted for more than cases once in which Grantor has elected the preliminary or final determination of Net Working Capital under this Section 1.7, as a deduction to the Merger Consideration pursuant to Section 5(b)(ii) 1.5 or as an amount of Damages subject to fulfill indemnification by the Non-Dissenting Equityholders under Section 9 by reason of such ADS Settlement Request in cash (or where any Settlement Request cannot be fulfilled in cash), Grantor shall use commercially reasonable efforts amount being applicable to transfer such ADSs (net more than one of the In-Kind Fees and Expenses) to Participant at Participant’s expense, in accordance with the foregoing provisions of Section 5(b). “In-Kind Fees and Expenses” means such portion of securities or any other non-cash distributions received by Grantor with respect to the Grantor Interest the value of which is equal to the Fees and Expenses due as of the relevant date. In the case of ADSs, the value of such ADSs shall be calculated by Administrator based on the VWAP Price and in the case of other securities or other non-cash distributions, shall be calculated by Administrator on such basis as it reasonably determines. “VWAP Price” means the value obtained by dividing (A) the aggregate turnover of trading in the ADSs during the five (5) Trading Days immediately before the date Grantor receives the relevant distribution (the “VWAP Period”) by (B) the aggregate trading volume of the ADSs during the VWAP Period provided that if the VWAP Price cannot be calculated in accordance with the preceding formula the VWAP Price shall be determined by Administrator on such basis as it reasonably determines. “Trading Day” means any day on which the ADSs are traded on The NASDAQ Global Marketthis Agreement.

Post-Closing Payments. (a) Should Grantor receive any amount arising from, or attributed to, the Grantor Interest (including without limitation amounts related to a Settlement Request) then Grantor shall promptly deliver to Participant an amount equal to such amount less: (i) If the Post-Closing Adjustment Amount as finally determined pursuant to this Section 1.4 is negative (the absolute value of such negative amount, the “Post-Closing Deficit”), then the Company Indemnitors shall owe Parent the Post-Closing Deficit. Payment of any taxesPost-Closing Deficit shall come, duties or other amounts required to be paid or withheld first, by Grantor with respect to those amounts (including without limitation any stamp duty or tax payable with respect reducing on a dollar-for-dollar basis the Adjustment Escrow Amount by the amount of the Post-Closing Deficit and, to the saleextent the Adjustment Escrow Amount is insufficient, transfer or other disposition by reducing on a dollar-for-dollar basis the Indemnity Escrow Amount by the balance of the Post-Closing Deficit, and in each such securities or other cash or noncase the parties shall jointly instruct the Escrow Agent to pay the Post-cash distributions Closing Deficit in full to Parent out of the Adjustment Escrow Fund and/or Indemnity Escrow Fund. For avoidance of doubt, (1) reduction and payments out of the Adjustment Escrow Fund and the Indemnity Escrow Fund, together, as aforesaid, shall represent the sole and exclusive remedy and recovery of Parent in respect of any other fees or expenses Post-Closing Deficit and (including legal fees2) paidany recovery of any such Post-Closing Deficit shall not be subject to any of the limitations on indemnification set forth in Section 8.3. If there remains a positive balance to the Adjustment Escrow Amount following the setoff and reduction of the Post-Closing Deficit against such amount, payablethe parties shall jointly instruct the Escrow Agent to pay the balance of the Adjustment Escrow Amount to the (1) Payment Agent for further distribution to the Company Indemnitors who were holders of Company Capital Stock, reimbursed or reimbursable by Grantor or Administrator Vested Company Options which were Non-Employee Company Options and Company Warrants and (2) the Surviving Corporation for further distribution through the Surviving Corporation’s payroll processing system to the Company Indemnitors who were holders of Vested Company Options which were Employee Company Options in connection accordance with the sale, transfer or other disposition of such securities or other cash or non-cash distributions); andsame procedures set forth in Section 1.4(e)(ii) below. (ii) any amounts owed by Participant If the Post-Closing Adjustment Amount as finally determined pursuant to Grantor or Administrator as of the relevant time this Section 1.4 is positive ((i) and (ii) togethersuch amount, the “Fees and ExpensesPost-Closing Increase”), to Participant pursuant to the wire instructions provided by Participant (which instructions must be with respect to a bank account opened in the name of Participant and must be provided at least then Parent shall, no later than five (5) Business Days prior after the final determination of the Post-Closing Adjustment Amount pursuant to this Section 1.4, pay the Post-Closing Increase and cause Escrow Agent to release the Adjustment Escrow Amount, to (1) the Payment Agent for further distribution to the date Company Indemnitors who were holders of wiring). Company Capital Stock, Vested Company Options which were Non-Employee Company Options and Company Warrants and (b2) Upon receipt by Grantor of any securities or any other non-cash distributions with respect the Surviving Corporation for further distribution through the Surviving Corporations payroll processing system to the Grantor Interest (including the receipt Company Indemnitors who were holders of ADSs pursuant to a Settlement Request): (i) Vested Company Options which were Employee Company Options, in the case of ADSs received pursuant to a Cash Settlement Request or an ADS Settlement Request where Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash, Grantor shall use commercially reasonable efforts to sell such ADSs to any person whatsoever at Participant’s expenseeach case, in accordance with the provisions of Section 5(b) and distribute the resulting cash to Participant in accordance with Section 6(a); (ii) in the case of ADSs received pursuant to an ADS Settlement Request other than cases in which Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash (or where any Settlement Request cannot be fulfilled in cash), Grantor shall use commercially reasonable efforts to transfer such ADSs (net of the In-Kind Fees and Expenses) to Participant at Participanteach Company Indemnitor’s expense, in accordance with the provisions of Section 5(b). “In-Kind Fees and Expenses” means such portion of securities or any other non-cash distributions received by Grantor with respect to the Grantor Interest the value of which is equal to the Fees and Expenses due as of the relevant date. In the case of ADSs, the value of such ADSs shall be calculated by Administrator based on the VWAP Price and in the case of other securities or other non-cash distributions, shall be calculated by Administrator on such basis as it reasonably determines. “VWAP Price” means the value obtained by dividing (A) the aggregate turnover of trading in the ADSs during the five (5) Trading Days immediately before the date Grantor receives the relevant distribution (the “VWAP Period”) by (B) the aggregate trading volume of the ADSs during the VWAP Period provided that if the VWAP Price cannot be calculated in accordance with the preceding formula the VWAP Price shall be determined by Administrator on such basis as it reasonably determines. “Trading Day” means any day on which the ADSs are traded on The NASDAQ Global Marketrespective Pro Rata Portion.

Post-Closing Payments. (a) Should Grantor receive any amount arising from, or attributed to, The following adjustments will be made with respect to the Grantor Interest (including without limitation transactions contemplated by the Coinsurance Agreement based on the amounts related to a Settlement Request) then Grantor shall promptly deliver to Participant an amount equal to such amount lessset forth on the Final Statement of Net Settlement: (i) any taxesif the Estimated Total Net Settlement Amount exceeds the Total Net Settlement Amount as reflected on the Final Statement of Net Settlement, duties or other amounts required to be paid or withheld by Grantor with respect to those amounts (including without limitation any stamp duty or tax payable with respect to the saleReinsurer shall, within ten Business Days of the determination thereof, transfer or other disposition of such securities or other cash or non-cash distributions and any other fees or expenses cause to be transferred to the Ceding Company (including legal fees) paid, payable, reimbursed or reimbursable which may be by Grantor or Administrator in connection with transfer from the sale, transfer or other disposition of such securities or other cash or non-cash distributions); and (ii) any amounts owed by Participant Trust Accounts to Grantor or Administrator as of the relevant time ((i) and (ii) together, the “Fees and Expenses”), to Participant extent permitted pursuant to the wire instructions provided by Participant (Coinsurance Agreement and Trust Agreements) an amount of cash equal to such excess, together with interest thereon from and including the date on which instructions must be with respect the Closing Date falls to a bank account opened in the name of Participant and must be provided at least five (5) Business Days prior to but not including the date of wiring). (b) Upon receipt such transfer computed at the Closing Interest Rate, by Grantor wire transfer of any securities immediately available funds, to an account or any other non-cash distributions with respect to accounts designated by the Grantor Interest (including the receipt of ADSs pursuant to a Settlement Request): (i) in the case of ADSs received pursuant to a Cash Settlement Request or an ADS Settlement Request where Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash, Grantor shall use commercially reasonable efforts to sell such ADSs to any person whatsoever at Participant’s expense, in accordance with the provisions of Section 5(b) and distribute the resulting cash to Participant in accordance with Section 6(a)Ceding Company; (ii) in if the case Total Net Settlement Amount as reflected on the Final Statement of ADSs received pursuant to an ADS Net Settlement Request other than cases in which Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS exceeds the Estimated Total Net Settlement Request in cash (or where any Settlement Request cannot be fulfilled in cash)Amount, Grantor shall use commercially reasonable efforts to transfer such ADSs (net the Ceding Company shall, within ten Business Days of the In-Kind Fees and Expenses) to Participant at Participant’s expensedetermination thereof, in accordance with the provisions of Section 5(b). “In-Kind Fees and Expenses” means such portion of securities or any other non-cash distributions received by Grantor with respect transfer to the Grantor Interest the value Reinsurer an amount of which is cash equal to the Fees such excess, together with interest thereon from and Expenses due as of the relevant date. In the case of ADSs, the value of such ADSs shall be calculated by Administrator based on the VWAP Price and in the case of other securities or other non-cash distributions, shall be calculated by Administrator on such basis as it reasonably determines. “VWAP Price” means the value obtained by dividing (A) the aggregate turnover of trading in the ADSs during the five (5) Trading Days immediately before including the date Grantor receives the relevant distribution (the “VWAP Period”) by (B) the aggregate trading volume of the ADSs during the VWAP Period provided that if the VWAP Price cannot be calculated in accordance with the preceding formula the VWAP Price shall be determined by Administrator on such basis as it reasonably determines. “Trading Day” means any day on which the ADSs are traded Closing Date falls to but not including the date of such transfer computed at the Closing Interest Rate, by wire transfer of immediately available funds, to an account or accounts designated by the Reinsurer; (iii) if the aggregate Fair Market Value of the Transferred Assets as reflected on The NASDAQ Global Marketthe Final Statement of Net Settlement exceeds the aggregate Fair Market Value of the Transferred Assets as reflected on the Estimated Statement of Net Settlement, the Reinsurer shall, within ten Business Days of the determination thereof, transfer or cause to be transferred to the Ceding Company (which may be by transfer from the Trust Accounts to the extent permitted pursuant to the Coinsurance Agreement and Trust Agreements) an amount of cash equal to such excess, together with interest thereon from and including the Closing Date to but not including the date of such transfer computed at the Closing Interest Rate, by wire transfer of immediately available funds; and (iv) if the aggregate Fair Market Value of the Transferred Assets as reflected on the Estimated Statement of Net Settlement exceeds the aggregate Fair Market Value of the Transferred Assets as reflected on the Final Statement of Net Settlement, the Ceding Company shall, within ten Business Days of the determination thereof, transfer to the Reinsurer an amount of cash equal to such excess, together with interest thereon from and including the Closing Date to but not including the date of such transfer computed at the Closing Interest Rate, by wire transfer of immediately available funds, to an account or accounts designated by the Reinsurer.

Post-Closing Payments. (a) Should Grantor receive any amount arising from, All cash payments made or attributed to, the Grantor Interest (including without limitation amounts related to a Settlement Request) then Grantor shall promptly deliver to Participant an amount equal to such amount less: (i) any taxes, duties or other amounts required to be paid made under this Agreement to Seller shall be made by electronic transfer of immediately available funds to Seller, at the account set forth opposite Seller’s name on Schedule 2.4 or withheld to another account specified by Grantor with respect to those amounts (including without limitation any stamp duty or tax payable with respect Seller to the sale, transfer or other disposition of Person making such securities or other cash or non-cash distributions and any other fees or expenses (including legal fees) paid, payable, reimbursed or reimbursable by Grantor or Administrator in connection with the sale, transfer or other disposition of such securities or other cash or non-cash distributions); and (ii) any amounts owed by Participant to Grantor or Administrator as of the relevant time ((i) and (ii) together, the “Fees and Expenses”), to Participant pursuant to the wire instructions provided by Participant (which instructions must be with respect to a bank account opened in the name of Participant and must be provided payment at least five (5) two Business Days prior to the date of wiring)such payment. (b) Upon receipt All cash payments made or to be made under this Agreement to Purchaser shall be made by Grantor electronic transfer of immediately available funds to Purchaser, at the account set forth opposite Purchaser’s name on Schedule 2.4 or to another account specified by Purchaser to the Person making such payment at least two Business Days prior to such payment. (c) The Parties agree to treat any securities or payment made pursuant to an indemnity obligation set forth in this Agreement (including, for the avoidance of doubt, any other non-cash distributions payment under Article 8) as an adjustment to the Purchase Price for all Tax purposes. Any adjustment to the Purchase Price Allocation necessary as a result of a purchase price adjustment pursuant to this Section 2.4(c) shall be allocated to the Assets to which such adjustment relates. If an adjustment does not relate to any specific Assets, such adjustment shall be allocated among the Assets consistently with Section 1060 of the Code. (d) The Parties intend that the economic benefits and burdens of the Assets will pass from Seller to Purchaser as of the Effective Time and for this reason, but subject to the Closing having occurred, the Parties agree as follows in this Section 2.4 (d). Purchaser shall be entitled to all income, proceeds, receipts and credits earned with respect to the Grantor Interest Assets at or after the Effective Time, and shall be responsible for (including the receipt of ADSs pursuant to a Settlement Request): (i) in the case of ADSs received pursuant to a Cash Settlement Request or an ADS Settlement Request where Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash, Grantor shall use commercially reasonable efforts to sell such ADSs and entitled to any person whatsoever refunds with respect to) all Property Costs attributable to the Assets at Participant’s expenseand after the Effective Time. Seller shall be entitled to all income, in accordance with the provisions of Section 5(b) proceeds, receipts and distribute the resulting cash to Participant in accordance with Section 6(a); (ii) in the case of ADSs received pursuant to an ADS Settlement Request other than cases in which Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash (or where any Settlement Request cannot be fulfilled in cash), Grantor shall use commercially reasonable efforts to transfer such ADSs (net of the In-Kind Fees and Expenses) to Participant at Participant’s expense, in accordance with the provisions of Section 5(b). “In-Kind Fees and Expenses” means such portion of securities or any other non-cash distributions received by Grantor credits earned with respect to the Grantor Interest the value of which is equal Assets prior to the Fees Effective Time, and Expenses due as of the relevant date. In the case of ADSs, the value of such ADSs shall be calculated by Administrator based on responsible for (and entitled to any refunds with respect to) all Property Costs attributable to the VWAP Price and in Assets prior to the case of other securities Effective Time. “Earned” or other non-cash distributions“incurred”, as used herein, shall be calculated by Administrator on such basis as it reasonably determines. “VWAP Price” means the value obtained by dividing (A) the aggregate turnover of trading in the ADSs during the five (5) Trading Days immediately before the date Grantor receives the relevant distribution (the “VWAP Period”) by (B) the aggregate trading volume of the ADSs during the VWAP Period provided that if the VWAP Price cannot be calculated interpreted in accordance with Council of Petroleum Accountants Society (▇▇▇▇▇) standards. For purposes of this paragraph, determination of whether Property Costs are attributable to the preceding formula period before or after the VWAP Price Effective Time shall be determined by Administrator based on such basis as it reasonably determines. “Trading Day” means any day on which when the ADSs services are traded on The NASDAQ Global Marketrendered, when the goods are delivered, or when the work is performed.

Post-Closing Payments. (aA) Should Grantor receive The contingent rights of the Pre-Closing Holders to their portion of the Earnout Payment (as set forth on the Allocation Schedule) and Applicable Percentages of the Indemnification Escrow Funds, Purchase Price Escrow Funds and any Pre-Closing Tax Refunds (“Post-Closing Payments”) in respect of their Company Stock or Company Warrants (i) shall be treated as deferred contingent purchase price potentially eligible for installment sale treatment under Section 453 of the Code and any corresponding provision of state, local or non-U.S. Law as appropriate, and (ii) if and to the extent any such amount arising fromis released or paid in respect of Company Stock or Company Warrants, interest may be imputed on such amount if required by Section 483 or 1274 of the Code. (B) Acquiror shall be treated as the owner of the Indemnification Escrow Funds, and all interest and earnings from the investment and reinvestment of the Indemnification Escrow Funds, or attributed toany portion thereof, shall be allocable to Acquiror pursuant to Section 468B(g) of the Grantor Interest Code and Proposed Treasury Regulations Section 1.468B-8. (including without limitation amounts related C) In no event shall (1) the aggregate Indemnification Escrow Funds paid to a Settlement Request) then Grantor shall promptly deliver to Participant Pre-Closing Holder in respect of Company Stock or Company Warrants exceed an amount equal to (x) such amount less: (i) any taxes, duties or other amounts required to be paid or withheld by Grantor with respect to those amounts (including without limitation any stamp duty or tax payable with respect Pre-Closing Holder’s Applicable Percentage of the Indemnification Escrow Amount attributable to the sale, transfer Pre-Closing Holder’s Company Stock or other disposition Company Warrants multiplied by (y) the greater of such securities (a) one hundred five percent (105%) or other cash or non-cash distributions and any other fees or expenses (including legal feesb) paid, payable, reimbursed or reimbursable by Grantor or Administrator in connection with the sale, transfer or other disposition of such securities or other cash or non-cash distributions); and one hundred percent (ii100%) any amounts owed by Participant to Grantor or Administrator as of the relevant time ((i) and (ii) together, the “Fees and Expenses”), to Participant pursuant to the wire instructions provided by Participant (which instructions must be with respect to a bank account opened in the name of Participant and must be provided at least plus five (5) Business Days prior to times the date “Federal mid-term rate” as defined in Section 1274(d)(1) of wiring). the Code (b) Upon receipt by Grantor of any securities or any other non-cash distributions with respect to the Grantor Interest (including the receipt of ADSs pursuant to expressed as a Settlement Request): (ipercentage) in effect at the case of ADSs received pursuant to a Cash Settlement Request or an ADS Settlement Request where Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cashtime the Indemnification Escrow Amount is funded, Grantor shall use commercially reasonable efforts to sell such ADSs to any person whatsoever at Participant’s expense, in accordance with the provisions of Section 5(b) and distribute the resulting cash to Participant in accordance with Section 6(a); (ii) in the case of ADSs received pursuant to an ADS Settlement Request other than cases in which Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash (or where any Settlement Request cannot be fulfilled in cash), Grantor shall use commercially reasonable efforts to transfer such ADSs (net of the In-Kind Fees and Expenses) to Participant at Participant’s expense, in accordance with the provisions of Section 5(b). “In-Kind Fees and Expenses” means such portion of securities or any other non-cash distributions received by Grantor with respect to the Grantor Interest the value of which is equal to the Fees and Expenses due as of the relevant date. In the case of ADSs, the value of such ADSs shall be calculated by Administrator based on the VWAP Price and in the case of other securities or other non-cash distributions, shall be calculated by Administrator on such basis as it reasonably determines. “VWAP Price” means the value obtained by dividing (A2) the aggregate turnover Earnout Payments paid to a Pre-Closing Holder in respect of trading in Company Stock or Company Warrants exceed the ADSs during the five Maximum Earnout Payment or (5) Trading Days immediately before the date Grantor receives the relevant distribution (the “VWAP Period”) by (B3) the aggregate trading volume amount of Pre-Closing Tax Refunds paid to a Pre-Closing Holder in respect of Company Stock or Company Warrants exceed $250,000. The preceding sentence is intended to ensure that the rights of the ADSs during applicable Pre-Closing Holders to the VWAP Period provided that if Post-Closing Payments are not treated as contingent payments without a stated maximum selling price under Code Section 453 and the VWAP Price canTreasury Regulations promulgated thereunder. For the avoidance of doubt, the limitation in this Section 6.6(g)(iii)(C) shall not be calculated apply to amounts payable in accordance with the preceding formula the VWAP Price shall be determined by Administrator on such basis as it reasonably determines. “Trading Day” means any day on which the ADSs are traded on The NASDAQ Global Marketrespect of Options.

Post-Closing Payments. If the Closing has occurred as provided in this Agreement, then Buyer shall pay to Seller the Post-Closing Payments in six (a6) Should Grantor receive any amount arising from, or attributed to, the Grantor Interest equal installments of two million and five hundred thousand dollars (including without limitation amounts related $2,500,000) each (subject to a Settlement Request) then Grantor shall promptly deliver to Participant an amount equal to such amount less: (i) any taxes, duties or other amounts required to be paid or withheld by Grantor with respect to those amounts (including without limitation any stamp duty or tax payable with respect to the sale, transfer or other disposition of such securities or other cash or non-cash distributions and any other fees or expenses (including legal fees) paid, payable, reimbursed or reimbursable by Grantor or Administrator in connection with the sale, transfer or other disposition of such securities or other cash or non-cash distributions); and (ii) any amounts owed by Participant to Grantor or Administrator as of the relevant time ((i) and (ii) together, the “Fees and Expenses”), to Participant pursuant to the wire instructions provided by Participant (which instructions must be with respect to a bank account opened in the name of Participant and must be provided at least five (5) Business Days prior to the date of wiring). (b) Upon receipt by Grantor of any securities or any other non-cash distributions with respect to the Grantor Interest (including the receipt of ADSs pursuant to a Settlement Request): (i) in the case of ADSs received pursuant to a Cash Settlement Request or an ADS Settlement Request where Grantor has elected increase pursuant to Section 5(b)(ii2.05(a) to fulfill such ADS Settlement Request in cash, Grantor shall use commercially reasonable efforts to sell such ADSs to any person whatsoever at Participant’s expense, in accordance with the provisions of Section 5(b) and distribute the resulting cash to Participant in accordance with Section 6(a); (ii) in the case of ADSs received pursuant to an ADS Settlement Request other than cases in which Grantor has elected or decrease pursuant to Section 5(b)(ii2.05(b) to fulfill such ADS Settlement Request in cash (or where any Settlement Request cannot be fulfilled in cashabove), Grantor shall use commercially reasonable efforts to transfer with the first such ADSs (net installment becoming due on the six-month anniversary of the In-Kind Fees Closing Date and Expenses) to Participant at Participant’s expense, in accordance with the provisions of Section 5(b). “In-Kind Fees and Expenses” means such portion of securities or any other non-cash distributions received by Grantor with respect to the Grantor Interest the value of which is equal to the Fees and Expenses due as of the relevant date. In the case of ADSs, the value of such ADSs shall be calculated by Administrator based on the VWAP Price and in the case of other securities or other non-cash distributions, shall be calculated by Administrator on such basis as it reasonably determines. “VWAP Price” means the value obtained by dividing (A) the aggregate turnover of trading in the ADSs during the five (5) Trading Days remaining installments becoming due on each of the five (5) immediately before following six-month anniversaries of the date Grantor receives Closing Date. The Post-Closing Payments shall be evidenced by a promissory note in the relevant distribution form attached hereto as Exhibit 2.07 (the “VWAP PeriodPost-Closing Payment Note”). Buyer and Seller agree to amend the Post-Closing Payment Note at the time of any increase in the Post-Closing Payments pursuant to Section 2.05(a) or decrease in the Post-Closing Payments pursuant to Section 2.05(b) to the extent necessary to reflect any such increase or decrease. The Post-Closing Payment Note may be secured on a second priority basis by collateral of Buyer granted to third-party lenders providing acquisition, equipment or other financing to Buyer from time to time, including any providers of senior secured, revolving indebtedness, or equipment financing (Bcollectively, “Buyer’s Lenders”); provided that Seller and ▇▇▇▇▇’s Lenders enter into such subordination and standstill agreements with respect to the Post-Closing Payment Note and Seller’s rights thereunder (whether or not the Post-Closing Payment Note is secured) as may be requested by ▇▇▇▇▇’s Lenders (the aggregate trading volume “Intercreditor Agreements”), on mutually agreeable terms. If ▇▇▇▇▇▇ and ▇▇▇▇▇’s Lenders are unable to promptly agree on the Intercreditor Agreements or Buyer’s Lenders fail to agree that the Post-Closing Note should be secured, the Post-Closing Payment Note shall be unsecured and not subject to a subordination and/or standstill agreement with the Buyer’s Lenders. Upon request by ▇▇▇▇▇ from time to time after Closing, ▇▇▇▇▇▇ agrees to enter into such additional subordination and standstill agreements on terms substantially identical to the Intercreditor Agreements for the benefit of any lender refinancing any indebtedness of Buyer; provided that the amount of such refinancing does not exceed 110% of the ADSs during outstanding principal amount of the VWAP Period provided that if the VWAP Price cannot be calculated in accordance with the preceding formula the VWAP Price shall be determined by Administrator on such basis as it reasonably determines. “Trading Day” means any day on which the ADSs are traded on The NASDAQ Global Marketindebtedness being refinanced.

Post-Closing Payments. (a) Should Grantor receive any amount arising fromFrom and after the Closing, or attributed to, the Grantor Interest (including without limitation amounts related to a Settlement Request) then Grantor shall promptly deliver to Participant an amount equal to such amount less: (i) Parent or its exchange agent shall promptly (and in any taxes, duties or other amounts required to be paid or withheld by Grantor with respect to those amounts (including without limitation any stamp duty or tax payable with respect to the sale, transfer or other disposition of such securities or other cash or non-cash distributions and any other fees or expenses (including legal fees) paid, payable, reimbursed or reimbursable by Grantor or Administrator in connection with the sale, transfer or other disposition of such securities or other cash or non-cash distributions); and (ii) any amounts owed by Participant to Grantor or Administrator as of the relevant time ((i) and (ii) together, the “Fees and Expenses”), to Participant pursuant to the wire instructions provided by Participant (which instructions must be with respect to a bank account opened in the name of Participant and must be provided at least event within five (5) Business Days after receipt) pay or cause to be paid to (x) each Stockholder that delivers a completed and duly executed Letter of Transmittal and all applicable Certificates for cancellation (or an affidavit of loss and indemnity agreement as contemplated by the Letter of Transmittal) and an Agreement to be Bound, (y) each Optionholder that delivers a completed and duly executed Option Cancellation Agreement and an Agreement to be Bound, and (z) each Warrantholder that delivers a completed and duly executed Warrant Cancellation Agreement and an Agreement to be Bound, to Parent at any time after the Closing Date, with respect to all Securities held by such Securityholder, the amount (without interest) that would have been payable to such Securityholder pursuant to Section 2.10(a)(v), 2.10(a)(vi) or 2.10(a)(vii), if such Securityholder had delivered such documents on or prior to the date Closing Date (the aggregate amount of wiringsuch payments, the “Post-Closing Owed Amounts”). , and (bii) Upon receipt Parent or its exchange agent shall hold the Post-Closing Owed Amounts in a segregated account to be used solely for purposes of this Section 2.10(b). Any other payments (including distributions by Grantor the Escrow Agent and payments of any securities or any other non-cash distributions with respect Final Adjustment Surplus) to be made to the Grantor Interest (including Securityholders following the receipt Closing shall be made by the Parent, the Surviving Corporation or the Escrow Agent, as applicable. Confidential Portions of ADSs this Exhibit marked as [***] have been omitted pursuant to a Settlement Request): (i) in the case of ADSs received pursuant to a Cash Settlement Request or an ADS Settlement Request where Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash, Grantor shall use commercially reasonable efforts to sell such ADSs to any person whatsoever at Participant’s expense, in accordance request for confidential treatment and have been filed separately with the provisions of Section 5(b) Securities and distribute the resulting cash to Participant in accordance with Section 6(a); (ii) in the case of ADSs received pursuant to an ADS Settlement Request other than cases in which Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash (or where any Settlement Request cannot be fulfilled in cash), Grantor shall use commercially reasonable efforts to transfer such ADSs (net of the In-Kind Fees and Expenses) to Participant at Participant’s expense, in accordance with the provisions of Section 5(b). “In-Kind Fees and Expenses” means such portion of securities or any other non-cash distributions received by Grantor with respect to the Grantor Interest the value of which is equal to the Fees and Expenses due as of the relevant date. In the case of ADSs, the value of such ADSs shall be calculated by Administrator based on the VWAP Price and in the case of other securities or other non-cash distributions, shall be calculated by Administrator on such basis as it reasonably determines. “VWAP Price” means the value obtained by dividing (A) the aggregate turnover of trading in the ADSs during the five (5) Trading Days immediately before the date Grantor receives the relevant distribution (the “VWAP Period”) by (B) the aggregate trading volume of the ADSs during the VWAP Period provided that if the VWAP Price cannot be calculated in accordance with the preceding formula the VWAP Price shall be determined by Administrator on such basis as it reasonably determines. “Trading Day” means any day on which the ADSs are traded on The NASDAQ Global MarketExchange Commission.

Post-Closing Payments. (a) Should Grantor receive any amount arising from, or attributed to, the Grantor Interest (including without limitation amounts related to a Settlement Request) then Grantor shall promptly deliver to Participant an amount equal to such amount less: (i) any taxesThe Merger Consideration, duties or other amounts required to be paid or withheld by Grantor with respect to those amounts (including without limitation any stamp duty or tax payable with respect to the sale, transfer or other disposition of such securities or other cash or non-cash distributions and any other fees or expenses (including legal fees) paid, payable, reimbursed or reimbursable by Grantor or Administrator in connection with the sale, transfer or other disposition of such securities or other cash or non-cash distributions); and (ii) any amounts owed by Participant to Grantor or Administrator as of the relevant time ((i) and (ii) together, the “Fees and Expenses”), to Participant pursuant to the wire instructions provided by Participant (which instructions must be with respect to a bank account opened in the name of Participant and must be provided at least five (5) Business Days prior to the date of wiring). (b) Upon receipt by Grantor of any securities or any other non-cash distributions with respect to the Grantor Interest (including the receipt of ADSs pursuant to a Settlement Request): (i) in the case of ADSs received pursuant to a Cash Settlement Request or an ADS Settlement Request where Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash, Grantor shall use commercially reasonable efforts to sell such ADSs to any person whatsoever at Participant’s expense, in accordance with the provisions of Section 5(b) and distribute the resulting cash to Participant in accordance with Section 6(a); (ii) in the case of ADSs received pursuant to an ADS Settlement Request other than cases in which Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash (or where any Settlement Request cannot be fulfilled in cash), Grantor shall use commercially reasonable efforts to transfer such ADSs (net of the In-Kind Fees and Expenses) to Participant at Participant’s expense, in accordance with the provisions of Section 5(b). “In-Kind Fees and Expenses” means such portion of securities or any other non-cash distributions received by Grantor with respect to the Grantor Interest the value of which is equal to the Fees and Expenses due as of the relevant date. In the case of ADSs, the value of such ADSs shall be calculated by Administrator based on the VWAP Price and in the case of other securities or other non-cash distributions, shall be calculated by Administrator on such basis as it reasonably determines. “VWAP Price” means the value obtained by dividing (A) the aggregate turnover exercise price of trading in the ADSs during the five (5) Trading Days immediately before the date Grantor receives the relevant distribution (the “VWAP Period”) by all Company Options and Company Warrants, (B) the aggregate trading volume amount of Closing Cash, (C) the amount of Closing Net Working Capital, (D) the amount of Closing Indebtedness, (E) the amount of Unpaid Transaction Expenses and (F) the Aggregate Exercise Loans Amount, each as deemed final and binding on the parties hereto pursuant to this Section 1.9, is referred to herein as the “Final Merger Consideration.” The Per Share Merger Consideration based on the Final Merger Consideration, the “Final Per Share Merger Consideration.” (ii) If the amount of the ADSs during Final Merger Consideration exceeds the VWAP Period provided that if amount of the VWAP Price canEstimated Merger Consideration (such excess amount, the “Positive Adjustment”), then, within three Business Days after the determination of the Final Merger Consideration pursuant to this Section 1.9, (A) Parent shall deposit or shall cause to be deposited in the Payment Fund held by the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the portion of the Positive Adjustment to which the Stockholders are entitled pursuant to Section 1.6(b) and to which the Rollover Participants would have been entitled to pursuant Section 1.6(b) had they not participated in the Rollover Transaction, (B) Parent shall deposit or shall cause to be calculated in accordance deposited with the preceding formula Surviving Corporation, by wire transfer of immediately available funds, an amount in cash equal to the VWAP Price portion of the Positive Adjustment to which the Optionholders are entitled pursuant to Section 1.6(c) and to which the Rollover Participants would have been entitled to pursuant Section 1.6(c) had they not participated in the Rollover Transaction, and (C) Parent shall deposit or shall cause to be deposited in the Payment Fund held by the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the portion of the Positive Adjustment to which the Warrantholders are entitled pursuant to Section 1.6(d). (iii) If the amount of the Estimated Merger Consideration exceeds the amount of the Final Merger Consideration (the lesser of such excess amount and the Adjustment Escrow Amount, the “Negative Adjustment”), then, within three Business Days after the determination of the Final Merger Consideration pursuant to this Section 1.9, Parent and the Seller Representative shall provide a joint written instruction to the Escrow Agent to deliver promptly from the Adjustment Escrow Fund to Parent the amount of the Negative Adjustment in immediately available funds by wire transfer to an account or accounts designated by Parent in writing, up to a maximum payment equal to the Adjustment Escrow Amount. It is understood and agreed that the Adjustment Escrow Fund shall be Parent’s, GT Topco’s and Merger Sub’s exclusive and sole source of recovery of the Negative Adjustment. (iv) In the event (i) there is any Securityholder set forth on the Post-Closing Capitalization Table that is not set forth on the Pre-Closing Capitalization Table (“Additional Securityholder”), or (ii) the number of shares of Company Capital Stock, including shares of Company Capital Stock issuable upon exercise of Company Warrants or Company Options, held by a Securityholder as set forth on the Post-Closing Capitalization Table is greater than the number of shares of Company Capital Stock, including shares of Company Capital Stock issuable upon exercise of Company Warrants or Company Options, held by a Securityholder as set forth on the Pre-Closing Capitalization Table (“Additional Securityholder Shares”), then Parent and the Seller Representative shall provide a joint written instruction to the Escrow Agent to deliver promptly from the Adjustment Escrow Fund to the Payment Fund the amount of Final Per Share Merger Consideration for each share of Company Capital Stock, including shares of Company Capital Stock issuable upon exercise of Company Warrants or Company Options, held by such Additional Securityholder and for each of the Additional Securityholder Shares. (v) If any funds would remain in the Adjustment Escrow Fund after giving effect to the adjustments described in this Section 1.9(f) (such remaining amount, the “Remaining Adjustment Escrow Fund”), then, within three Business Days after the determination of the Final Merger Consideration pursuant to this Section 1.9, Parent and the Seller Representative shall provide a joint written instruction to the Escrow Agent to (A) deposit or cause to be deposited in the Payment Fund held by the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the portion of the Remaining Adjustment Escrow Fund to which the Stockholders are entitled pursuant to Section 1.6(b) and to which the Rollover Participants would have been entitled to pursuant Section 1.6(b) had they not participated in the Rollover Transaction, (B) deposit or cause to be deposited with the Surviving Corporation, by wire transfer of immediately available funds, an amount in cash equal to the portion of the Remaining Adjustment Escrow Fund to which the Optionholders are entitled pursuant to Section 1.6(c) and to which the Rollover Participants would have been entitled to pursuant Section 1.6(c) had they not participated in the Rollover Transaction and (C) deposit or cause to be deposited in the Payment Fund held by the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the portion of the Remaining Adjustment Escrow Fund to which the Warrantholders are entitled pursuant to Section 1.6(d). (vi) If any funds remain in the Seller Representative Escrow Fund following the determination of the Final Merger Consideration after taking into account the reasonable and documented fees, costs and expenses incurred by the Seller Representative in performing its duties and exercising its rights under this Agreement and the Escrow Agreement (such remaining amount, the “Remaining Seller Representative Escrow Fund”), then, within three Business Days after the determination of the Final Merger Consideration (or at such other time not more than three months after such determination, as determined by Administrator on such basis as it reasonably determines. “Trading Day” means any day on the Seller Representative), Parent and the Seller Representative shall provide a joint written instruction to the Escrow Agent to (A) deposit or cause to be deposited in the Payment Fund held by the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the portion of the Remaining Seller Representative Escrow Fund to which the ADSs Stockholders are traded on The NASDAQ Global Marketentitled pursuant to Section 1.6(b) and to which the Rollover Participants would have been entitled to pursuant Section 1.6(b) had they not participated in the Rollover Transaction, (B) deposit or cause to be deposited with the Surviving Corporation, by wire transfer of immediately available funds, an amount in cash equal to the portion of the Remaining Seller Representative Escrow Fund to which the Optionholders are entitled pursuant to Section 1.6(c) and to which the Rollover Participants would have been entitled to pursuant Section 1.6(c) had they not participated in the Rollover Transaction and (C) deposit or shall cause to be deposited in the Payment Fund held by the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the Remaining Seller Representative Escrow Fund to which the Warrantholders are entitled pursuant to Section 1.6(d). (vii) Any payment made under this Section 1.9, to the maximum extent permitted by applicable Law, shall be treated for all Tax purposes as an adjustment to the Merger Consideration.

Post-Closing Payments. (a) Should Grantor receive any amount arising from, or attributed to, the Grantor Interest (including without limitation amounts related to a Settlement Request) then Grantor shall promptly deliver to Participant an amount equal to such amount less: (i) In the event that (A) within nine (9) months immediately following the Closing Date, the Company, Purchaser or any taxes, duties of their respective subsidiaries (or other amounts required to be paid or withheld by Grantor with respect to those amounts (including without limitation any stamp duty or tax payable with respect to the sale, transfer or other disposition of such securities or other cash or non-cash distributions and any other fees entities formed by the Company, Purchaser or expenses (including legal feesany of their respective subsidiaries for the purposes of the transactions described in the BOA proposal) paid, payable, reimbursed or reimbursable by Grantor or Administrator is awarded a contract with Bank of America in connection with the saleCompany’s Call Detail Recording/Call Accounting Pricing proposal dated May 28, transfer 2013 (the “BOA Proposal”) and (B) the Company, Purchaser or any of their respective subsidiaries or such other disposition entities referred to herein subsequently enters into a contract with Bank of America or becomes a subcontractor, partner or owner of any other entity that enters into such contract as a result of the BOA Proposal, in any case prior to the first anniversary of the Closing Date, for the delivery of the products and services detailed in the BOA Proposal (the “BOA Contract”), then Purchaser shall deliver to the Selling Members (X) an aggregate amount of cash (without interest) equal to $1,125, and (Y) 326 Parent Shares (of the same class and series delivered to each Selling Member at Closing, and the final number of such securities additional Parent Shares being subject to adjustments based on any stock splits, combinations or reclassifications, stock dividends or distributions and other cash similar adjustment events occurring after the Closing) (collectively, the “Post Closing Payments”) for each $1,000 of Normalized Revenue actually collected by the Company, Purchaser or non-cash distributions); andany of their respective subsidiaries or such other entities referred to herein. (ii) any amounts owed by Participant to Grantor or Administrator as of the relevant time ((i) and (ii) together, the “Fees and Expenses”), to Participant pursuant The Post Closing Payments shall be delivered to the wire instructions provided by Participant (which instructions must be with respect to a bank account opened in the name of Participant and must be provided at least five (5) Business Days prior to the date of wiring). (b) Upon receipt by Grantor of any securities or any other non-cash distributions with respect to the Grantor Interest (including the receipt of ADSs pursuant to a Settlement Request): (i) in the case of ADSs received pursuant to a Cash Settlement Request or an ADS Settlement Request where Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash, Grantor shall use commercially reasonable efforts to sell such ADSs to any person whatsoever at Participant’s expense, Selling Members in accordance with each Selling Member’s Pro Rata Portion within ninety (90) days after the provisions expiration of Section 5(bthe Normalized Revenue Period, and in all cases, shall be subject to Purchaser’s indemnification rights (including rights of set off) set forth in Article 7. Delivery of the Post-Closing Payments shall be accompanied by reasonably detailed statements and distribute back-up documentation describing and evidencing the resulting basis for the calculation of the amount of the Post-Closing Payment, and cash payments of the Post-Closing Payments shall be made to Participant each Selling Member or his designee(s) in accordance with Section 6(a); (ii) in written instructions to be provided by the case of ADSs received pursuant to an ADS Settlement Request other than cases in which Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash (or where any Settlement Request cannot be fulfilled in cash), Grantor shall use commercially reasonable efforts to transfer such ADSs (net of the In-Kind Fees and Expenses) to Participant at Participant’s expense, in accordance with the provisions of Section 5(b). “In-Kind Fees and Expenses” means such portion of securities or any other non-cash distributions received by Grantor with respect to the Grantor Interest the value of which is equal to the Fees and Expenses due as of the relevant date. In the case of ADSs, the value of such ADSs shall be calculated by Administrator based on the VWAP Price and in the case of other securities or other non-cash distributions, shall be calculated by Administrator on such basis as it reasonably determines. “VWAP Price” means the value obtained by dividing (A) the aggregate turnover of trading in the ADSs during the five (5) Trading Days immediately before the date Grantor receives the relevant distribution (the “VWAP Period”) by (B) the aggregate trading volume of the ADSs during the VWAP Period provided that if the VWAP Price cannot be calculated in accordance with the preceding formula the VWAP Price shall be determined by Administrator on such basis as it reasonably determines. “Trading Day” means any day on which the ADSs are traded on The NASDAQ Global MarketSelling Member.

Post-Closing Payments. (a) Should Grantor receive any amount arising from, or attributed to, the Grantor Interest (including without limitation amounts related to a Settlement Request) then Grantor shall promptly deliver to Participant an amount equal to such amount less: (i) any taxesIf the Total Consideration as finally determined pursuant to this Section 1.4 is greater than the estimated Total Consideration contained in the Estimated Closing Statement (the amount of such difference, duties the “Adjustment Amount”), no later than four (4) Business Days after the final Total Consideration has been determined, then Parent shall deposit or other amounts required shall cause to be paid or withheld by Grantor with respect to those amounts (including without limitation any stamp duty or tax payable with respect to the sale, transfer or other disposition of such securities or other cash or non-cash distributions and any other fees or expenses (including legal fees) paid, payable, reimbursed or reimbursable by Grantor or Administrator in connection deposited with the salePayment Agent, transfer or other disposition an amount of cash and a number of shares of Parent Class A Common Stock, for payment to such securities or other Stockholders and holders of Company Options and Company Warrants in accordance with the additional amounts that each such holder would have received had the Adjustment Amount been included in the Total Consideration at the time of Closing (such amounts, the “Adjustment Consideration”). For the avoidance of doubt, the Adjustment Consideration shall be paid fifty percent (50%) in cash or non-cash distributionsand fifty percent (50%) in shares of Parent Class A Common Stock (valued at the Parent Trading Price); and. (ii) any amounts owed by Participant to Grantor or Administrator If the Total Consideration as of the relevant time ((i) and (ii) together, the “Fees and Expenses”), to Participant finally determined pursuant to this Section 1.4 is less than the wire instructions provided by Participant (which instructions must be with respect to a bank account opened estimated Total Consideration contained in the name of Participant Estimated Closing Statement, then Parent shall deduct from the Escrow Amount an amount in cash and must be provided at least five (5) Business Days prior stock equal to the date amount of wiring). (b) Upon receipt by Grantor such deficit, which shall be deducted from Stockholders and holders of any securities or any other non-cash distributions with respect to the Grantor Interest (including the receipt of ADSs pursuant to a Settlement Request): (i) in the case of ADSs received pursuant to a Cash Settlement Request or an ADS Settlement Request where Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash, Grantor shall use commercially reasonable efforts to sell such ADSs to any person whatsoever at Participant’s expense, Company Options and Company Warrants in accordance with the provisions amount that such holders would have not received had such deficit been reduced from the Total Consideration at the time of Section 5(b) and distribute the resulting cash to Participant Closing (it being understood that such reduction shall not be in accordance with such holder’s Pro Rata Portions). For avoidance of doubt, (x) any recovery of any such deficit from the Escrow Amount shall not be subject to any of the limitations on indemnification set forth in Section 6(a); 9.3 and (iiy) any amount deducted from the Escrow Amount shall be deducted fifty percent (50%) in cash and fifty percent (50%) in shares of Parent Class A Common Stock (valued at the case of ADSs received pursuant to an ADS Settlement Request other than cases in which Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash (or where any Settlement Request cannot be fulfilled in cashParent Trading Price), Grantor shall use commercially reasonable efforts to transfer such ADSs (net of the In-Kind Fees and Expenses) to Participant at Participant’s expense, in accordance with the provisions of Section 5(b). “In-Kind Fees and Expenses” means such portion of securities or any other non-cash distributions received by Grantor with respect to the Grantor Interest the value of which is equal to the Fees and Expenses due as of the relevant date. In the case of ADSs, the value of such ADSs shall be calculated by Administrator based on the VWAP Price and in the case of other securities or other non-cash distributions, shall be calculated by Administrator on such basis as it reasonably determines. “VWAP Price” means the value obtained by dividing (A) the aggregate turnover of trading in the ADSs during the five (5) Trading Days immediately before the date Grantor receives the relevant distribution (the “VWAP Period”) by (B) the aggregate trading volume of the ADSs during the VWAP Period provided that if the VWAP Price cannot be calculated in accordance with the preceding formula the VWAP Price shall be determined by Administrator on such basis as it reasonably determines. “Trading Day” means any day on which the ADSs are traded on The NASDAQ Global Market.

Post-Closing Payments. (ai) Should Grantor receive After the Closing Date, Parent shall pay or cause to be paid to each Stockholder that delivered a completed and duly executed letter of transmittal substantially in the form attached hereto as Exhibit D, and as further modified to address such additional changes as may be reasonably requested by Parent’s transfer agent (each, a “Letter of Transmittal”) and all applicable Certificates for cancellation (or an affidavit of lost Certificate as contemplated by Section 2.9(g)) to Parent on or prior to the Closing Date, with respect to each such Stockholder holding Outstanding Common Shares, (A) as soon as possible following the Closing and in any amount arising fromevent not later than the second (2nd) Business Day after the Closing Date, or attributed tosuch Stockholder’s applicable Closing Cash Consideration and (B) as soon as possible following the Closing and in any event not later than the fifth (5th) Business Day after the Closing Date, the Grantor Interest such Stockholder’s applicable Closing Stock Consideration (including without limitation amounts related to a Settlement Requestvalidly issued, fully paid and nonassessable and free of any Liens other than restrictions on transfer under applicable state and federal securities laws) then Grantor shall promptly deliver to Participant and cash in lieu of any fractional shares of Parent Common Stock (otherwise payable as Closing Stock Consideration) in an amount equal to the product of (A) such amount less: fraction and (iB) any taxesthe Deemed Stock Value; provided that if the Closing VWAP is less than 90% of the Initial Deemed Stock Value, duties or other amounts required Parent shall have the right to be paid or withheld by Grantor with respect to those amounts substitute for the Closing Stock Consideration (including without limitation any stamp duty or tax payable with respect to the sale, transfer or other disposition of such securities or other cash or non-cash distributions and any other fees or expenses cash in lieu of fractional shares) cash in an amount equal to (including legal feesx) paidsuch Stockholder’s Applicable Share Amount multiplied by 0.225, payable, reimbursed or reimbursable reduced by Grantor or Administrator in connection with (y) such Stockholder’s Applicable Percentage of the sale, transfer or other disposition of such securities or other cash or non-cash distributions); andEscrow Amount. (ii) From and after the Closing, Parent shall promptly (and in any amounts owed by Participant to Grantor or Administrator as of the relevant time ((i) and (ii) togetherevent, the “Fees and Expenses”), to Participant pursuant to the wire instructions provided by Participant (which instructions must be with respect to a bank account opened in the name of Participant and must be provided at least Closing Stock Consideration, within five (5) Business Days after receipt, and with respect to Closing Cash Consideration, within two (2) Business Days after receipt) pay or cause to be paid to each other Stockholder not paid pursuant to Section 2.9(b)(i) that delivers a completed and duly executed Letter of Transmittal and all applicable Certificates for cancellation (or an affidavit of lost Certificate as contemplated by the Letter of Transmittal) to Parent at any time after the Closing Date, the consideration (without interest) that would have been payable to such Stockholder pursuant to Section 2.9(b)(i) if such Stockholder had delivered such documents on or prior to the date Closing Date. Any other payments (including payments of wiringany Final Adjustment Surplus) to be made to the Stockholders following the Closing shall be made to the Representative for the benefit of such Stockholder. (iii) Additionally, as soon as possible following the Closing and in any event not later than the fifth (5th) Business Day after the Closing Date, Parent shall deposit with the Escrow Agent, on behalf of the Stockholders, the Escrowed Stock Consideration, to be held and disbursed by the Escrow Agent in accordance with the Escrow Agreement; provided that if Parent exercises its right under Section 2.9(b)(i) to pay cash in lieu of delivering Closing Stock Consideration, Parent (in lieu of depositing the Escrowed Stock Consideration) shall, no later than the second (2nd) Business Day after the Closing Date, deposit cash with the Escrow Agent in an amount equal to the Escrow Amount. For purposes hereof, the Escrowed Stock Consideration and any stock dividends paid on the Escrowed Stock Consideration prior to the Escrow Termination Date and any cash amounts substituted for Escrowed Stock Consideration prior to the Escrow Termination Date shall be referred to as the “Escrow Fund” and held by the Escrow Agent until the Escrow Termination Date, unless earlier disbursed in accordance with this Section 2.9(b)(iii). The Escrow Fund shall serve as the sole and exclusive source of payment of adjustments to the Closing Merger Consideration required by Section 2.11 and the indemnification obligations of the Stockholders set forth in Article X. (iv) The Escrow Fund shall be disbursed by the Escrow Agent as follows: (A) from time to time prior to the Final Release Date, the Escrow Fund shall be disbursed by the Escrow Agent to Parent to the extent required to satisfy adjustments to the Closing Merger Consideration required by Section 2.11 or indemnification obligations under Article X; provided, however, that such disbursements shall be made by the Escrow Agent only upon receipt of (x) joint written instructions executed by Parent and the Representative or (y) a Final Award, in each case directing the Escrow Agent to make such disbursement; (B) on the Final Release Date, the entire remaining balance of the Escrow Fund less any amounts reasonably required to satisfy pending but unresolved indemnification claims (a “Pending Claim Amount”) shall be disbursed by the Escrow Agent to the Representative in the manner specified in the Escrow Agreement and (C) after the Final Release Date, each Pending Claim Amount shall be paid by the Escrow Agent to Parent or as specified by the Representative (on behalf of the Stockholders), as the case may be, upon receipt by the Escrow Agent of, and in accordance with, (x) joint written instructions executed by Parent and the Representative or (y) a Final Award, in each case directing the Escrow Agent to make such disbursement in the amounts and to the Persons set forth therein. (v) At any time following the Closing Date, the Representative shall have the right to elect to: (A) cause the Escrow Agent to sell in a market transaction a portion or all of the Escrowed Stock Consideration then held in the Escrow Fund; (B) after the determination of the Final Adjustment Amount and payment of the Final Adjustment Surplus or Final Adjustment Deficiency, as applicable, withdraw from the Escrow Fund the Escrowed Stock Consideration or cash proceeds thereof so long as cash in the sum of at least $100,000,000, less any amounts previously disbursed pursuant to clause (A) of Section 2.9(b)(iv), remains in the Escrow Fund after such withdrawal; and (C) in connection with any disbursement of the Escrow Fund contemplated by clause Section 2.9(b)(iv) above, (x) disburse to the recipient shares of Escrowed Stock Consideration having an aggregate Disbursement Deemed Value equal to the amount that the recipient is entitled to receive pursuant to this Agreement, or (y) pay to the recipient in immediately available funds the amount that the recipient is entitled to receive pursuant to this Agreement, to the extent that the Escrow Fund has cash or cash equivalents. Parent agrees to execute joint written instructions as requested by the Representative in order to effect any of the actions described in Section 2.9(b)(v)(A) or 2.9(b)(v)(B). (bvi) Upon receipt by Grantor of any securities or any other non-cash distributions with respect to As used herein, the Grantor Interest (including the receipt of ADSs pursuant to a Settlement Request): (i) in the case of ADSs received pursuant to a Cash Settlement Request or an ADS Settlement Request where Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash, Grantor shall use commercially reasonable efforts to sell such ADSs to any person whatsoever at Participant’s expense, in accordance with the provisions of Section 5(b) and distribute the resulting cash to Participant in accordance with Section 6(a); (ii) in the case of ADSs received pursuant to an ADS Settlement Request other than cases in which Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash (or where any Settlement Request cannot be fulfilled in cash), Grantor shall use commercially reasonable efforts to transfer such ADSs (net of the In-Kind Fees and Expenses) to Participant at Participant’s expense, in accordance with the provisions of Section 5(b). “In-Kind Fees and Expenses” means such portion of securities or any other non-cash distributions received by Grantor with respect to the Grantor Interest the value date as of which all Escrowed Stock Consideration and other amounts constituting the Escrow Fund have been paid out by the Escrow Agent is equal referred to the Fees and Expenses due as of the relevant date. In the case of ADSs, the value of such ADSs shall be calculated by Administrator based on the VWAP Price and in the case of other securities or other non-cash distributions, shall be calculated by Administrator on such basis as it reasonably determines. “VWAP Price” means the value obtained by dividing (A) the aggregate turnover of trading in the ADSs during the five (5) Trading Days immediately before the date Grantor receives the relevant distribution (the “VWAP PeriodEscrow Termination Date.”) by (B) the aggregate trading volume of the ADSs during the VWAP Period provided that if the VWAP Price cannot be calculated in accordance with the preceding formula the VWAP Price shall be determined by Administrator on such basis as it reasonably determines. “Trading Day” means any day on which the ADSs are traded on The NASDAQ Global Market.

Post-Closing Payments. (a) Should Grantor receive any amount arising from, All cash payments made or attributed to, the Grantor Interest (including without limitation amounts related to a Settlement Request) then Grantor shall promptly deliver to Participant an amount equal to such amount less: (i) any taxes, duties or other amounts required to be paid made under this Agreement to Seller shall be made by electronic transfer of immediately available funds to Seller, at the account set forth opposite Seller’s name on Schedule 2.4 or withheld to another account specified by Grantor with respect to those amounts (including without limitation any stamp duty or tax payable with respect Seller to the sale, transfer or other disposition of Person making such securities or other cash or non-cash distributions and any other fees or expenses (including legal fees) paid, payable, reimbursed or reimbursable by Grantor or Administrator in connection with the sale, transfer or other disposition of such securities or other cash or non-cash distributions); and (ii) any amounts owed by Participant to Grantor or Administrator as of the relevant time ((i) and (ii) together, the “Fees and Expenses”), to Participant pursuant to the wire instructions provided by Participant (which instructions must be with respect to a bank account opened in the name of Participant and must be provided payment at least five (5) two Business Days prior to the date of wiring)such payment. (b) Upon receipt All cash payments made or to be made under this Agreement to Purchaser shall be made by Grantor electronic transfer of immediately available funds to Purchaser, at the account set forth opposite Purchaser’s name on Schedule 2.4 or to another account specified by Purchaser to the Person making such payment at least two Business Days prior to such payment. (c) The Parties agree to treat any securities or payment made pursuant to an indemnity obligation set forth in this Agreement (including, for the avoidance of doubt, any other non-cash distributions payment under Article 8) as an adjustment to the Purchase Price for all Tax purposes. Any adjustment to the Purchase Price Allocation necessary as a result of a purchase price adjustment pursuant to this Section 2.4(c) shall be allocated to the Assets to which such adjustment relates. If an adjustment does not relate to any specific Assets, such adjustment shall be allocated among the Assets consistently with Section 1060 of the Code. (d) The Parties intend that the economic benefits and burdens of the Assets will pass from Seller to Purchaser as of the Effective Time and for this reason, but subject to the Closing having occurred, the Parties agree as follows in this Section 2.4(d). Purchaser shall be entitled to all income, proceeds, receipts and credits earned with respect to the Grantor Interest Assets at or after the Effective Time, and shall be responsible for (including the receipt of ADSs pursuant to a Settlement Request): (i) in the case of ADSs received pursuant to a Cash Settlement Request or an ADS Settlement Request where Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash, Grantor shall use commercially reasonable efforts to sell such ADSs and entitled to any person whatsoever refunds with respect to) all Property Costs attributable to the Assets at Participant’s expenseand after the Effective Time. Seller shall be entitled to all income, in accordance with the provisions of Section 5(b) proceeds, receipts and distribute the resulting cash to Participant in accordance with Section 6(a); (ii) in the case of ADSs received pursuant to an ADS Settlement Request other than cases in which Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash (or where any Settlement Request cannot be fulfilled in cash), Grantor shall use commercially reasonable efforts to transfer such ADSs (net of the In-Kind Fees and Expenses) to Participant at Participant’s expense, in accordance with the provisions of Section 5(b). “In-Kind Fees and Expenses” means such portion of securities or any other non-cash distributions received by Grantor credits earned with respect to the Grantor Interest the value of which is equal Assets prior to the Fees Effective Time, and Expenses due as of the relevant date. In the case of ADSs, the value of such ADSs shall be calculated by Administrator based on responsible for (and entitled to any refunds with respect to) all Property Costs attributable to the VWAP Price and in Assets prior to the case of other securities Effective Time. “Earned” or other non-cash distributions“incurred”, as used herein, shall be calculated by Administrator on such basis as it reasonably determines. “VWAP Price” means the value obtained by dividing (A) the aggregate turnover of trading in the ADSs during the five (5) Trading Days immediately before the date Grantor receives the relevant distribution (the “VWAP Period”) by (B) the aggregate trading volume of the ADSs during the VWAP Period provided that if the VWAP Price cannot be calculated interpreted in accordance with Council of Petroleum Accountants Society (▇▇▇▇▇) standards. For purposes of this paragraph, determination of whether Property Costs are attributable to the preceding formula period before or after the VWAP Price Effective Time shall be determined by Administrator based on such basis as it reasonably determines. “Trading Day” means any day on which when the ADSs services are traded on The NASDAQ Global Marketrendered, when the goods are delivered, or when the work is performed.

Post-Closing Payments. (a) Should Grantor receive any amount arising from, or attributed to, the Grantor Interest (including without limitation amounts related to a Settlement Request) then Grantor shall promptly deliver to Participant an amount equal to such amount less: (i) any taxes, duties or other amounts required If there is an Additional Purchase Price determined to be paid due in accordance with this Section 2.7, then, on or withheld by Grantor with respect to those amounts (including without limitation any stamp duty or tax payable with respect prior to the saleWorking Capital Escrow Release Date, transfer or other disposition (A) Buyer shall promptly pay to the Paying Agent (for the benefit of and further distribution to the Sellers based upon each such securities or other cash or nonSeller’s Share-cash distributions Based Payout Percentage and any other fees or expenses (including legal fees) paid, payable, reimbursed or reimbursable by Grantor or Administrator in connection accordance with the sale, transfer or other disposition of such securities or other cash or non-cash distributions); and (ii) any amounts owed by Participant to Grantor or Administrator as of the relevant time ((i) and (ii) together, the “Fees and Expenses”Payment Allocation Schedule), by wire transfer of immediately available funds to Participant pursuant to such account or accounts as designated by the wire instructions provided by Participant (which instructions must be with respect to a bank account opened in the name of Participant and must be provided Paying Agent at least five two (52) Business Days prior to the date of wiring). such payment, and (bB) Upon receipt by Grantor of any securities or any other non-cash distributions with respect Buyer and the Shareholders’ Representative shall provide a joint written instruction to the Grantor Interest (including the receipt of ADSs pursuant Escrow Agent to a Settlement Request): (i) promptly pay all amounts in the case Working Capital Escrow Account, less the aggregate amounts in such account to which the Key Employees are otherwise entitled, to the Paying Agent (for the benefit of ADSs received pursuant and further distribution to a Cash Settlement Request or an ADS Settlement Request where Grantor has elected pursuant to Section 5(b)(iithe Sellers (other than the Key Employees) to fulfill based upon each such ADS Settlement Request in cash, Grantor shall use commercially reasonable efforts to sell such ADSs to any person whatsoever at ParticipantSeller’s expense, Share-Based Payout Percentage and in accordance with the provisions Payment Allocation Schedule), by wire transfer of Section 5(bimmediately available funds to such account or accounts as designated by the Paying Agent at least two (2) and distribute Business Days prior to the resulting cash to Participant in accordance with Section 6(a);date of such payment. (ii) in the case of ADSs received pursuant If there is an Excess Amount determined to an ADS Settlement Request other than cases in which Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash (or where any Settlement Request cannot be fulfilled in cash), Grantor shall use commercially reasonable efforts to transfer such ADSs (net of the In-Kind Fees and Expenses) to Participant at Participant’s expense, due in accordance with the provisions of this Section 5(b). “In-Kind Fees and Expenses” means such portion of securities 2.7, then, on or any other non-cash distributions received by Grantor with respect prior to the Grantor Interest Working Capital Escrow Release Date, Buyer and the value of which is equal Shareholders’ Representative shall provide a joint written instruction to the Fees and Expenses due as of Escrow Agent to promptly pay from the relevant date. In the case of ADSsWorking Capital Escrow Account by wire transfer to Buyer, the value of Excess Amount. If the Excess Amount exceeds the Working Capital Escrow Amount, then within such ADSs shall be calculated by Administrator based on the VWAP Price and in the case of other securities or other non-cash distributions, shall be calculated by Administrator on such basis as it reasonably determines. “VWAP Price” means the value obtained by dividing (A) the aggregate turnover of trading in the ADSs during the five (5) Trading Days immediately before Business Day-period, Buyer and the date Grantor receives Shareholders’ Representative shall provide a joint written instruction to the relevant distribution Escrow Agent to promptly pay from the Indemnity Escrow Account by wire transfer to Buyer, such excess. (iii) All amounts, if any, payable to the Sellers pursuant to this Section 2.7(f) shall be paid in cash, without interest, and the aggregate amount of all such payments shall be referred to in this Agreement as the “VWAP PeriodPost-Closing Payment”) by (B) the aggregate trading volume of the ADSs during the VWAP Period provided that if the VWAP Price cannot be calculated in accordance with the preceding formula the VWAP Price shall be determined by Administrator on such basis as it reasonably determines. “Trading Day” means any day on which the ADSs are traded on The NASDAQ Global Market.

Post-Closing Payments. Within ten business days after the --------------------- Closing Date, Buyer shall deliver to Seller (a) Should Grantor receive any amount arising froma schedule setting forth, as of the Closing, (i) the aggregate cash balance of each Transferred Subsidiary, (ii) all outstanding checks, drafts, overdrafts or attributed tosimilar known charges payable from such cash balance, (iii) all checks or similar amounts received prior to the Closing but not yet reflected in such cash balance, and (iv) the aggregate cash balance of each Transferred Subsidiary, after subtracting the amounts specified in clause (ii) and adding the amounts specified in clause (iii) (such amount, aggregated for the Transferred Subsidiaries collectively, the Grantor Interest "Seller Receivable Amount"), and (including without limitation amounts related b) a schedule setting forth the aggregate amount due to a Settlement RequestBuyer from Seller pursuant to Schedule 9.4(m) then Grantor shall promptly to the Asset Purchase Agreement plus the sum of U.S. $1,000,000 as consideration for the reclassification of the PeerLogic assets described in Section 8 hereof as Excluded Assets for all purposes of the Asset Purchase Agreement (collectively, the "Buyer Receivable Amount"). Within two business days after the delivery to Seller of the schedules referred to in the immediately preceding sentence, (x) Buyer will deliver to Participant Seller, by wire transfer of immediately available funds to an account designated by Seller for such purpose, cash in an amount equal to the amount by which the Seller Receivable Amount exceeds the Buyer Receivable Amount, or (y) Seller will deliver to Buyer, by wire transfer of immediately available funds to an account designated by Buyer for such purpose, cash in an amount less: (i) any taxes, duties or other amounts required to be paid or withheld by Grantor with respect to those amounts (including without limitation any stamp duty or tax payable with respect equal to the saleamount by which the Buyer Receivable Amount exceeds the Seller Receivable Amount, transfer as applicable. Within 30 days after the Closing Date, Buyer shall deliver to Seller, or otherwise make available to Seller and its representatives, Buyer's work papers (and such other disposition of such securities or other cash or non-cash distributions and any other fees or expenses (including legal feessubstantiating documentation as Seller may reasonably request) paid, payable, reimbursed or reimbursable by Grantor or Administrator in connection with the sale, transfer or other disposition of such securities or other cash or non-cash distributions); and (ii) any amounts owed by Participant to Grantor or Administrator as supporting Buyer's computation of the relevant Seller Receivable Amount. Seller will have 30 days after delivery by Buyer of its work papers and other substantiating documentation to notify Seller that it disagrees with or disputes Buyer's computation of the Seller Receivable Amount. If Seller fails to so notify Buyer within such 30 day time ((i) and (ii) togetherperiod, the “Fees and Expenses”), to Participant Seller Receivable Amount set forth on the schedule delivered pursuant to the wire instructions provided first sentence of this Section 7 will be final and binding on the parties. If Seller notifies Buyer within such 30 day time period that it disagrees with or disputes Buyer's computation of the Seller Receivable Amount, Seller and Buyer will commence to negotiate in good faith a resolution of such dispute. If the parties are unable to reach agreement within 15 days after the notice of objection is given, the dispute shall be referred for resolution by Participant (which instructions must an independent "Big 6" accounting firm mutually agreed upon by the parties, whose determination shall be with respect to a bank account opened in final and binding on the name parties. The fees and expenses of Participant and must such "Big 6" accounting firm shall be provided at least borne equally by the parties. Within five (5) Business Days prior to the date of wiring). (b) Upon receipt by Grantor business days following resolution of any securities dispute (whether by a "Big 6" accounting firm or otherwise), Buyer will promptly deliver to Seller, or Seller will promptly deliver to Buyer, by wire transfer of immediately available funds to an account designated by the recipient for such purpose, any other non-cash distributions with additional amounts in respect of the matters provided for in this Section 7 that are determined to the Grantor Interest (including the receipt of ADSs pursuant be due to a Settlement Request): (i) in Seller or Buyer, as the case of ADSs received pursuant to a Cash Settlement Request or an ADS Settlement Request where Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash, Grantor shall use commercially reasonable efforts to sell such ADSs to any person whatsoever at Participant’s expense, in accordance with the provisions of Section 5(b) and distribute the resulting cash to Participant in accordance with Section 6(a); (ii) in the case of ADSs received pursuant to an ADS Settlement Request other than cases in which Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash (or where any Settlement Request cannot be fulfilled in cash), Grantor shall use commercially reasonable efforts to transfer such ADSs (net of the In-Kind Fees and Expenses) to Participant at Participant’s expense, in accordance with the provisions of Section 5(b). “In-Kind Fees and Expenses” means such portion of securities or any other non-cash distributions received by Grantor with respect to the Grantor Interest the value of which is equal to the Fees and Expenses due as of the relevant date. In the case of ADSs, the value of such ADSs shall be calculated by Administrator based on the VWAP Price and in the case of other securities or other non-cash distributions, shall be calculated by Administrator on such basis as it reasonably determines. “VWAP Price” means the value obtained by dividing (A) the aggregate turnover of trading in the ADSs during the five (5) Trading Days immediately before the date Grantor receives the relevant distribution (the “VWAP Period”) by (B) the aggregate trading volume of the ADSs during the VWAP Period provided that if the VWAP Price cannot be calculated in accordance with the preceding formula the VWAP Price shall be determined by Administrator on such basis as it reasonably determines. “Trading Day” means any day on which the ADSs are traded on The NASDAQ Global Marketmay be.