Contingent Liability Earnout. The Parties acknowledge and agree that no Parent Contingent Earnout Documents are necessary to document the ongoing requirement of the Parent to share with the Parent shareholders of record on the day before the Closing that such shareholders shall be entitled to receive one-half of the net proceeds on an as-received basis from an enforced, final non-appealable judgment from any litigation arising out of the Commercial Lease Default, in accordance with the provisions of [Section 6.1(e)]. The Parent and the Company re-confirm their intent to continue to pursue this litigation post-Closing.

Contingent Liability Earnout Payment Documents. The Company and the Parent shall have entered into documentation (the “Parent Contingent Earnout Documents”) pursuant to which the Parent shareholders of record on the day before the Closing shall be entitled to receive one-half of the net proceeds on an as-received basis from an enforced, final non-appealable judgment from any litigation arising out of the Commercial Lease Default. For the avoidance of doubt, such proceeds shall be net of all litigation and enforcement cost and expenses incurred by the Company, the Parent, and any affiliates or subsidiaries. The Parent and the Company confirm their intent to pursue this litigation commencing within a reasonable time subsequent to the Closing. Additionally, the new management of the combined Parties agree to consult with Wiegand on a regular basis during the litigation and Wiegand agrees to cooperate in all reasonable regards in supporting that litigation.