Earn-Out Agreement. Sellers shall have executed and delivered at Closing the Earn-out Agreement in substantially the form attached hereto as Exhibit 1.2.
Earn-Out Agreement. At the Closing, Purchaser and Sellers shall execute and deliver to each other an Earn-Out Agreement, substantially in the form of Exhibit K hereof (the “Earn-Out Agreement”) pursuant to which each of the Equity Sellers each of the Equity Sellers shall receive up to an amount equal to $4,000,000 to the extent the conditions for payment thereof in the Earn-Out Agreement have been satisfied multiplied by such Equity Seller’s Pro Rata Share as additional consideration for the sale of Shares and/or cancellation of Options held by them prior to the Closing. Such additional payment, if any, shall be treated as additional purchase price payable to such Equity Sellers for all purposes hereunder.
Earn-Out Agreement. At the Closing, the Sellers will have executed and delivered to Buyer an agreement in the form attached as Exhibit A (the “Earn Out Agreement”).