Common use of Determination of Earn-Out Amount Clause in Contracts

Determination of Earn-Out Amount. (i) Within seventy-five (75) days after the Earn-Out Measurement Date, Parent shall deliver to the Representative a statement (the “Earn-Out Statement”), executed by Parent, setting forth Parent’s good faith calculation of the Earn-Out Amount. (ii) If the Representative wishes to object to any information contained in the Earn-Out Statement, the Representative shall deliver to Parent, within thirty (30) days after the date of delivery of the Earn-Out Statement by Parent, a written notice (the “Earn-Out Dispute Notice”) specifying the items to which the Representative objects and the basis therefor in reasonable detail and setting forth the Representative’s proposed modifications to the Earn-Out Statement. Parent shall, and shall cause the Surviving Entity to, provide the Representative and its accounting and financial staff, auditors and advisors reasonable access to the books and records of the Surviving Entity and its and their accounting and financial staff, auditors and advisors in connection with the Representative’s review thereof. If the Representative does not deliver the Earn-Out Dispute Notice to Parent within thirty (30) days after the date of delivery of the Earn-Out Statement, Parent’s calculation of the Earn-Out Amount will be final and binding upon the parties for purposes of this Section 2.12. (iii) If the Representative timely delivers the Earn-Out Dispute Notice in accordance with Section 2.12(b)(ii), the Representative and Parent will attempt in good faith to resolve the disputed items set forth thereon (the “Agreed Earn-Out Adjustments”). If the Representative and Parent resolve some (but not all) of the disputed items, the agreed upon portions of the Earn-Out Statement and the Earn-Out Amount related thereto, as modified to give effect to the Agreed Earn-Out Adjustments, will be final and binding upon the parties for purposes of this Section 2.12. If the Representative and Parent resolve all of the disputed items, the Earn-Out Statement and the Earn-Out Amount, as modified to give effect to the Agreed Earn-Out Adjustments, will be final and binding upon the parties for purposes of this Section 2.12. (iv) If the Representative and Parent are unable to agree upon the resolution of all disputed items within thirty (30) days after delivery of the Earn-Out Dispute Notice, the Representative and Parent will engage the Accounting Firm or, if such firm is unable or willing to act, to an independent, nationally recognized accounting firm mutually agreed upon by the Representative and Parent to resolve the disputed items specified in the Earn-Out Dispute Notice that the Representative and Parent were not able to resolve prior to such engagement (the “Unresolved Earn-Out Disputed Items”). The Accounting Firm shall act as an arbiter, shall issue a final and binding resolution with respect to only Unresolved Earn-Out Disputed Items and may not assign a value greater than the greatest value claimed for such item by either party or smaller than the smallest value claimed for such item by either party. The determination of the Accounting Firm as to the Unresolved Earn-Out Disputed Items will be made within sixty (60) days after being selected, will be final and binding upon the parties for purposes of this Section 2.12, and will be used for purposes of calculating the Earn-Out Amount. The fees, costs and expenses of the Accounting Firm will be borne by the Representative (on behalf of the Company Securityholders from the Representative Fund or, if the Representative Fund has been fully depleted, from the Company Securityholders on a joint and several basis), on the one hand, and Parent, on the other, in inverse proportion as each party may prevail (based on the disputed items as resolved by the Accounting Firm as compared to the disputed items proposed by such party), as determined by the Accounting Firm, or, if the Accounting Firm determines that neither party could be fairly found to be the prevailing party, then such fees, costs and expenses will be borne and paid fifty percent (50%) by the Representative (on behalf of the Company Securityholders from the Representative Fund or, if the Representative Fund has been fully depleted, from the Company Securityholders on a joint and several basis) and fifty percent (50%) by Parent. The Earn-Out Statement, and the Earn-Out Amount set forth therein, after giving effect to any Agreed Earn-Out Adjustments pursuant to Section 2.12(b)(iii) and/or the resolution of Unresolved Earn-Out Disputed Items by the Accounting Firm pursuant to this Section 2.12(b)(iv), as and if applicable, shall be referred to herein as the “Final Earn-Out Amount.” 4898-3834-0359.9

Determination of Earn-Out Amount. The Parties agree that (i) Within seventy-five (75) days after whether or not the Earn-Out Measurement Dateout Hurdle has been achieved and, Parent if applicable, (ii) the amount payable as Earn-Out, shall be determined as follows: (a) Purchaser shall use best efforts to cause Company to prepare and deliver to Seller latest by March 31, 2018 (i) a final draft version of the Representative Company’s financial statements as of December 31, 2017 (including a statement balance sheet and profit and loss accounts) (Proposed Financial Statements 2017) along with (ii) a written computation by Company of its achievement of (or failure to achieve) the “Earn-out Hurdle and, if applicable, the amount payable as Earn-Out Statement”), executed by Parent, setting forth Parent’s good faith calculation of the (Proposed Earn-Out AmountHurdle Achievement Notice). The Proposed Financial Statements 2017 shall be prepared in accordance with IFRS in a manner consistent with past custom and practice at the Company. (iib) If the Representative wishes to object to any information contained in the Earn-Out Statement, the Representative shall deliver to Parent, within thirty (30) days after the date of delivery of the Earn-Out Statement by Parent, a written notice (the “Earn-Out Dispute Notice”) specifying the items to which the Representative objects and the basis therefor in reasonable detail and setting forth the Representative’s proposed modifications to the Earn-Out Statement. Parent Purchaser shall, and shall cause the Surviving Entity Company to, provide Seller (and Seller’s and the Representative and its accounting and financial staffrespective directors, officers, employees, representatives, advisors, auditors and advisors counsel (Seller’s Representatives) with reasonable access during normal business hours upon reasonable advance notice to Company’s books, records and other information (and where requested by Seller copies thereof), assets, premises, directors, officers, employees, representatives, advisors, auditors and counsel (such access to include access to the books working papers of Company and records of where requested by Seller copies thereof) relating to the Surviving Entity Proposed Financial Statements 2017 and its and their accounting and financial staff, auditors and advisors in connection with the Representative’s review thereof. If the Representative does not deliver the Proposed Earn-Out Dispute Notice to Parent within thirty (30Hurdle Achievement Notice) days after the date for purposes of delivery Seller’s review of the contents of the Proposed Financial Statements 2017 and the Proposed Earn-out Hurdle Achievement Notice as well as for purposes of the Accounting Expert proceedings pursuant to (d) below. Purchaser DB1/ 93370130.5 10 shall, and shall cause Company to, comprehensively cooperate with Seller’s Representatives as reasonably requested by Seller for purposes of such review. (c) Within one (1) month following the delivery by Company to Seller of the Proposed Financial Statements 2017 and the Proposed Earn-Out Statement, Parent’s calculation of the Earn-Out Amount will be final and binding upon the parties for purposes of this Section 2.12. (iii) If the Representative timely delivers the Earn-Out Dispute Hurdle Achievement Notice in accordance with Section 2.12(b)(ii(a) above, Seller shall deliver to Purchaser a written notice either approving of or objecting to the Proposed Financial Statements 2017 and the Proposed Earn-out Hurdle Achievement Notice (Seller Earn-out Review Notice). The Seller Earn-Out Review Notice shall state in reasonable detail a description of Seller’s objections, if any, against the Representative Proposed Financial Statements 2017 and Parent the Proposed Earn-Out Hurdle Achievement Notice, together with any proposed revisions. A failure by Seller to deliver the Seller Earn-out Review Notice to Purchaser within the required time period will attempt be deemed an approval of and agreement with the Proposed Financial Statements 2017 and the Proposed Earn-out Hurdle Achievement Notice. The Proposed Financial Statements 2017 and the Proposed Earn-out Hurdle Achievement Notice so deemed to be agreed upon between Seller and Purchaser shall finally, conclusively and bindingly constitute final determination of the achievement (or failure to achieve the) Earn-out Hurdle. (d) In the event that the Proposed Financial Statements 2017 and the Proposed Earn-out Hurdle Achievement Notice and/or underlying computations are disputed by Seller, Seller and Purchaser shall negotiate in good faith to resolve any differences during one (1) month. In the disputed items set forth thereon (event that Seller and Purchaser agree on the “Agreed Proposed Financial Statements 2017 and the Proposed Earn-Out Adjustments”). If Hurdle Achievement Notice, the Representative Proposed Financial Statements 2017 and Parent resolve some (but not all) the Proposed Earn-out Hurdle Achievement Notice in the form agreed upon will be final, conclusive, and binding and final determination of the disputed itemsachievement (or failure to achieve the) Earn-out Hurdle. In the event that the dispute is not resolved within one (1) month after Purchaser’s receipt of the Seller Earn-out Review Notice, the agreed upon portions of Proposed Financial Statements 2017 and the Proposed Earn-out Hurdle Achievement Notice, the Seller Earn-Out Statement and the Earn-Out Amount related thereto, as modified to give effect to the Agreed Earn-Out Adjustments, will be final and binding upon the parties for purposes of this Section 2.12. If the Representative and Parent resolve all of the disputed items, the Earn-Out Statement and the Earn-Out Amount, as modified to give effect to the Agreed Earn-Out Adjustments, will be final and binding upon the parties for purposes of this Section 2.12. (iv) If the Representative and Parent are unable to agree upon the resolution of all disputed items within thirty (30) days after delivery of the Earn-Out Dispute Review Notice, the Representative and Parent will engage the Accounting Firm orrelated work papers of Company, if such firm is unable or willing any, and any other relevant information which either Party wishes to act, to an independent, nationally recognized accounting firm mutually agreed upon by the Representative and Parent to resolve the disputed items specified in the submit (collectively Earn-Out Dispute Notice that out Determination Materials) shall be submitted to the Representative and Parent were not able to resolve prior to Independent Accountant (as such engagement (term is defined in Clause 8.3.1 below, which shall apply mutatis mutandis regarding the “Unresolved Earn-Out Disputed Items”). The Accounting Firm shall act as an arbiter, shall issue a final and binding resolution with respect to only Unresolved Earn-Out Disputed Items and may not assign a value greater than the greatest value claimed for such item by either party or smaller than the smallest value claimed for such item by either party. The determination of the Accounting Firm as to the Unresolved Earn-Out Disputed Items will be made within sixty (60) days after being selected, will be final and binding upon the parties for purposes of this Section 2.12, and will be used for purposes of calculating the Earn-Out Amount. The fees, costs and expenses of the Accounting Firm will be borne by the Representative (on behalf of the Company Securityholders from the Representative Fund or, if the Representative Fund has been fully depleted, from the Company Securityholders on a joint and several basisIndependent Accountant), on the one hand, and Parent, on the other, in inverse proportion as each party may prevail (based on the disputed items as resolved by the Accounting Firm as compared to the disputed items proposed by such party), as determined by the Accounting Firm, or, if the Accounting Firm determines that neither party could be fairly found to be the prevailing party, then such fees, costs and expenses will be borne and paid fifty percent (50%) by the Representative (on behalf of the Company Securityholders from the Representative Fund or, if the Representative Fund has been fully depleted, from the Company Securityholders on a joint and several basis) and fifty percent (50%) by Parent. The Earn-Out Statement, and the Earn-Out Amount set forth therein, after giving effect to any Agreed Earn-Out Adjustments pursuant to Section 2.12(b)(iii) and/or the resolution of Unresolved Earn-Out Disputed Items by the Accounting Firm pursuant to this Section 2.12(b)(iv), as and if applicable, shall be referred to herein as the “Final Earn-Out Amount.” 4898-3834-0359.9