Common use of Earn-Out Payment Clause in Contracts

Earn-Out Payment. (i) For the purposes of this Agreement, the "EARN-OUT PAYMENT" shall mean one and one-half percent (1 1/2%) of the Total Annual Net Sales in excess of U.S. $64,900,000. An Earn-Out Payment shall be payable to each Earn-Out Payee within ninety (90) days of the end of each fiscal year of the Subject Companies during the Earn-Out Period. For example, if such Total Annual Net Sales for a fiscal year are U.S. $65,900,000, each Earn-Out Payee shall receive U.S. $15,000. (ii) Total Annual Net Sales shall be calculated on the basis of invoiced currency, which if not U.S. dollars, shall be converted to U.S. dollars in accordance with GAAP, using the conversion rate and methodology utilized in the preparation of Buyer's financial statements. (iii) Buyer will determine the amount of the Earn-Out Payments with respect to each fiscal year during the Earn-Out Period, which determination will be reviewed by the independent accountant of the Subject Companies. No later than ninety (90) days after the end of each fiscal year of the Subject Companies during the Earn-Out Period, Buyer will deliver to the Earn-Out Payees (i) a certificate (the "EARN-OUT CERTIFICATE") setting forth Buyer's calculation of the Earn-Out Payments for such fiscal year, and (ii) the Earn-Out Payments payable to each Earn-Out Payee as reflected on the Earn-Out Certificate. Buyer will maintain, or cause the Subject Companies to maintain, complete and accurate books of account and records of the Subject Companies during the Earn-Out Period as is necessary to compute Total Annual Net Sales under this Agreement. The Earn-Out Payees and their representatives shall have the right, at reasonable times during business hours, to inspect, audit and make extracts from all of the records, files and books of the Subject Companies relating to the Earn-Out Payment (the "EARN-OUT RECORDS") for the purposes of verifying the amount of the consideration payable pursuant to this Section 2.3. All Earn-Out Records shall be subject to the confidentiality restrictions of the Restricted Parties set forth in Section 6.4, and each representative of the Earn-Out Payees who examines the Earn-Out Records shall agree in advance to be bound thereby. (iv) The Earn-Out Payees shall have thirty (30) days from the receipt of the Earn-Out Payment to notify Buyer if they dispute the amount of the Earn-Out Payment. If Buyer has not received notice of any such dispute within such 30-day period, the Earn-Out Payment shall be final. If the Earn-Out Payees wish to dispute the amount of the Earn-Out Payment, then prior to the end of such thirty-day period, the Earn-Out Payees shall deliver to Buyer a notice (the "EARN-OUT DISPUTE NOTICE") of any disagreement with respect to the calculation of the Earn-Out Payment setting forth the amount or amounts in dispute and the basis therefor. If the Earn-Out Payees have delivered notice of such a dispute to Buyer within such 30-day period, Buyer and the Earn-Out Payees shall negotiate in good faith for a period of thirty (30) days from the receipt of the Earn-Out Dispute Notice. If the parties are unable to resolve the dispute within such thirty (30) day period, Buyer and the Earn-Out Payees shall select an independent accounting firm that has not represented any of the parties hereto within the preceding two (2) years and is one of the five largest accounting firms in the United States (the "NEW ACCOUNTING FIRM") to review the amount of the disputed Earn-Out Payment to determine the amount, if any, that the Earn-Out Payment is in error. The New Accounting Firm shall make its

Earn-Out Payment. Buyer agrees that, until the end of the Earn-Out Measurement Period, Buyer shall cause the Company to, subject to applicable Law, operate the Business in the ordinary course of business consistent with past practices of the Company, subject to the requirements on Exhibit F, and agrees not to engage in, or cause the Company to engage in, any acts that are solely intended to thwart or inhibit the achievement of any Earn-Out Payment. Notwithstanding anything in this Section 1.12(e) to the contrary, unless waived by the Holders Representative in writing, until the end of the Earn-Out Measurement Period, (i) For Buyer shall deliver to the purposes Holders Representative a monthly report, with the information set forth on Schedule 1.12(e), and all reasonable supporting documentation with respect to the progress of this Agreement, Earn-Out EBITDA and the "EARN-OUT PAYMENT" shall mean one and one-half percent (1 1/2%) of the Total Annual Net Sales in excess of U.S. $64,900,000. An Earn-Out Payment (the “Monthly Report”) and (ii) Buyer shall be payable provide reasonable access to each Earn-Out Payee within ninety (90personnel of the Company or Buyer that prepare the Monthly Report to ask such personnel questions regarding about the Monthly Report. Notwithstanding anything in this Section 1.12(e) days of to the contrary, unless waived by the Holders Representative in writing, until the end of each fiscal year of the Subject Companies during the Earn-Out Measurement Period. For example, if such Total Annual Net Sales (i) neither Buyer nor any of its respective Affiliates (including, after Closing, the Company) will take any actions, or omit to take any actions, for the primary purpose of or that would, without a fiscal year are U.S. $65,900,000good faith business reason unrelated to the results described in the following clauses, each reasonably be expected to result in (A) thwarting or inhibiting the achievement of the Earn-Out Payee shall receive U.S. $15,000. Payment, (iiB) Total Annual Net Sales shall be calculated on the basis of invoiced currency, which if not U.S. dollars, shall be converted to U.S. dollars in accordance with GAAP, using the conversion rate and methodology utilized in the preparation of Buyer's financial statements. (iii) Buyer will determine reducing the amount of the Earn-Out Payments Payment or (C) otherwise frustrating or avoiding the Buyer’s obligations under this Agreement with respect to each fiscal year during the Earn-Out Period, which determination will be reviewed by the independent accountant of the Subject Companies. No later than ninety (90) days after the end of each fiscal year of the Subject Companies during the Earn-Out Period, Buyer will deliver to the Earn-Out Payees (i) a certificate (the "EARN-OUT CERTIFICATE") setting forth Buyer's calculation of the Earn-Out Payments for such fiscal year, and (ii) the Earn-Out Payments payable to each Earn-Out Payee as reflected on the Earn-Out Certificate. Buyer will maintain, or cause the Subject Companies to maintain, complete and accurate books of account and records of the Subject Companies during the Earn-Out Period as is necessary to compute Total Annual Net Sales under this Agreement. The Earn-Out Payees and their representatives shall have the right, at reasonable times during business hours, to inspect, audit and make extracts from all of the records, files and books of the Subject Companies relating to the Earn-Out Payment (the "EARN-OUT RECORDS") for the purposes of verifying the amount of the consideration payable pursuant to this Section 2.3. All Earn-Out Records shall be subject to the confidentiality restrictions of the Restricted Parties set forth in Section 6.4, and each representative of the Earn-Out Payees who examines the Earn-Out Records shall agree in advance to be bound thereby. (iv) The Earn-Out Payees shall have thirty (30) days from the receipt of the Earn-Out Payment to notify Buyer if they dispute the amount of the Earn-Out Payment. If Buyer has not received notice of any such dispute within such 30-day period, the Earn-Out Payment shall be final. If the Earn-Out Payees wish to dispute the amount of the Earn-Out Payment, then prior to and (ii) Buyer will not take any action that would integrate, combine or otherwise consolidate the end of such thirty-day period, the Earn-Out Payees shall deliver to Company into Buyer a notice (the "EARN-OUT DISPUTE NOTICE") of or any disagreement with respect to the calculation of the Earn-Out Payment setting forth the amount other Person or amounts in dispute and the basis therefor. If the Earn-Out Payees have delivered notice of such a dispute to Buyer within such 30-day period, Buyer and the Earn-Out Payees shall negotiate in good faith for a period of thirty (30) days from the receipt of the Earn-Out Dispute Notice. If the parties are unable to resolve the dispute within such thirty (30) day period, Buyer and the Earn-Out Payees shall select an independent accounting firm that has not represented any of the parties hereto within the preceding two (2) years and is one of the five largest accounting firms in the United States (the "NEW ACCOUNTING FIRM") to review the amount of the disputed Earn-Out Payment to determine the amount, if any, that the Earn-Out Payment is in error. The New Accounting Firm shall make itsbusiness.

Earn-Out Payment. (ia) For Subject to the purposes applicable Earn Out Cap (as defined below), as part of the Post-Closing Merger Consideration, the Stockholders will be entitled to an earn out payment (each an “Earn Out Payment” and, collectively, the “Earn Out Payments”) if the Company, the Surviving Corporation, or any Affiliate of Parent enters into an agreement with (1) *, (2) *, (3) *, (4) *, (5) *, (6) *, (7) *, or (8) *, in each case for the operation and/or management of any of its correctional facilities (each an “Earn Out Agreement”) at any time during the period commencing upon execution of this AgreementAgreement and ending six months after the Effective Time (the “Qualification Period”); provided, however, that solely with respect to *, the "EARN-OUT PAYMENT" Stockholders will not be entitled to receive, and neither Parent nor its Affiliates will be obligated to pay, any Earn Out Payment if * issues a request for proposal to any one or more Persons prior to or during the Qualification Period. Promptly upon executing an Earn Out Agreement during the Qualification Period, either the Company or Parent, as the case may be, shall mean one deliver to Parent or the Stockholder Representative, respectively, written notice setting forth the terms and one-half percent (1 1/2%) conditions of the Total Annual Net Sales in excess such Earn Out Agreement. The amount of U.S. $64,900,000. An Earn-each Earn Out Payment shall be payable as follows: (x) for an Earn Out Agreement with *, *, *, *, *, * or *, the Earn Out EBITDA, and (y) for an Earn Out Agreement with *, the * EBITDA; provided, however, that in no event shall the * Redacted to each Earn-Out Payee within ninety (90) days preserve confidential information of the end of each fiscal year Company. * Redacted to preserve confidential information of the Subject Companies during Company. * Redacted to preserve confidential information of the Earn-Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. Earn Out Period. For examplePayment for each of *, if such Total Annual Net Sales for a fiscal year are U.S. *, *, *, *, *, * and * exceed $65,900,0001,600,000, $150,000, $300,000, $750,000, $600,000, $100,000, $100,000 and $500,000, respectively (each Earn-an “Earn Out Payee shall receive U.S. $15,000Cap” and collectively, the “Earn Out Caps”). (iib) Total Annual Net Sales shall be calculated on Within 30 days after the basis of invoiced currency, which if not U.S. dollars, shall be converted to U.S. dollars in accordance with GAAP, using the conversion rate and methodology utilized in the preparation of Buyer's financial statements. (iii) Buyer will determine the amount last day of the Earn-Earn Out Payments Period with respect to each fiscal year during of the Earn-Earn Out PeriodAgreements, Parent shall deliver to the Stockholder Representative a written notice setting forth the Earnout EBITDA for such Earn Out Agreement (each an “Earn Out Notice”). (c) Upon receipt of an Earn Out Notice, the Stockholder Representative shall have 15 days in which to object in writing to Parent with respect to Parent’s calculation of the Earnout EBITDA for such Earn Out Agreement (an “Earn Out Dispute”). In the event the Stockholder Representative fails to deliver to Parent a timely Earn Out Dispute, the Parent’s calculation of such Earnout EBITDA, as set forth in the Earn Out Notice, shall be deemed final, conclusive and binding on all parties hereto. In the event the Stockholder Representative delivers a timely Earn Out Dispute, then the Stockholder Representative and Parent shall negotiate in good faith and attempt to resolve their disagreement on the calculation of such Earnout EBITDA. If such negotiations fail to result in an agreement on the calculations of the Earnout EBITDA within 30 days after delivery of the Earn Out Dispute, then the matter shall be submitted to Neutral Auditors selected in the manner described in Section 3.4(b). (d) No later than 30 days after the Neutral Auditors receive the Earn Out Dispute, the Neutral Auditors shall deliver to the Stockholder Representative and Parent a written determination of the applicable Earnout EBITDA (such determination to be based solely on information provided to the Neutral Auditors by the Stockholder Representative and Parent, or their respective Affiliates, and the definition of Earnout EBITDA in the Glossary attached as Exhibit A), which determination will be reviewed by final, binding and conclusive on the independent accountant parties. All fees and expenses relating to the engagement of the Neutral Auditors shall be paid 50% by Parent and 50% from the Stockholder Defense Fund. (e) Subject Companies. No later to the applicable Earn Out Cap and Section 3.9(g), each Earn Out Payment (other than ninety (90) an Earn Out Payment with respect to an Earn Out Agreement with *), if any, shall be paid by Parent by wire transfer of immediately available funds within 30 days after following the end of each fiscal year delivery of the Subject Companies during the Earn-Earn Out Period, Buyer will deliver Notice either to the Earn-Out Payees (i) a certificate (the "EARN-OUT CERTIFICATE") setting forth Buyer's calculation of Stockholder Representative if such Earn Out Payment is less than or equal to $100,000, to be held in accordance with the Earn-Out Payments for such fiscal yearStockholder Defense Fund Agreement, and or (ii) the Earn-Paying Agent if such Earn Out Payments payable Payment is greater than $100,000, whereupon the Paying Agent shall immediately disburse the * Redacted to each Earn-preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. Proportionate Shares of such Earn Out Payee Payment to the Stockholders who have surrendered their Certificates in connection with Section 3.1 and the holders of the Eligible Terminated Options; provided, however, that in the event the Stockholder Representative delivers a timely Earn Out Dispute with regard to such Earn Out Payment, any payment shall be due ten days after agreement on, or final, binding and conclusive resolution of the dispute regarding, the calculation of the applicable Earnout EBITDA. (f) Subject to the applicable Earn Out Cap and Section 3.9(g), the Earn Out Payment with respect to an Earn Out Agreement with *, if any, shall be paid by Parent by wire transfer of immediately available funds within 30 days following the delivery of the Earn Out Notice as reflected on follows: (i) if such Earn Out Payment is less than or equal to $200,000, then 50% of such Earn Out Payment to the Earn-Stockholder Representative to be held in accordance with the Stockholder Defense Fund Agreement and the remaining 50% of such Earn Out Certificate. Buyer will maintainPayment to the Escrow Agent to be held in accordance with the Escrow Agreement, or (ii) if such Earn Out Payment is greater than $200,000, then 50% of such Earn Out Payment to the Escrow Agent to be held in accordance with the Escrow Agreement and the remaining 50% of such Earn Out Payment to the Paying Agent, whereupon the Paying Agent shall immediately disburse the Proportionate Shares of such amount to the Stockholders who have surrendered their Certificates in connection with Section 3.1 and the holders of the Eligible Terminated Options; provided, however, that in the event the Stockholder Representative delivers a timely Earn Out Dispute with regard to such Earn Out Payment, any payments to the Stockholder Representative, the Escrow Agent and the Paying Agent, as the case may be, shall be due ten days after agreement on, or final, binding and conclusive resolution of the dispute regarding, the calculation of the * EBITDA. (g) In order to help preserve the opportunity for the Stockholders to maximize the Earn Out Payments, Parent agrees to employ or retain as an independent contractor (or cause the Subject Companies Surviving Corporation to maintainemploy or retain as an independent contractor) * for a minimum of not less than six months after the Closing Date. If and to the extent that the Stockholders are entitled to receive any Earn Out Payments pursuant to this Section 3.9, complete and accurate books of account and records Parent agrees to pay (or cause the Surviving Corporation to pay) three percent of the Subject Companies during the Earn-Out Period as is necessary to compute Total Annual Net Sales under this Agreement. The Earn-Out Payees and their representatives shall have the right, at reasonable times during business hours, to inspect, audit and make extracts from all gross amount of the records, files and books of the Subject Companies relating to the Earn-each Earn Out Payment (subject to any applicable statutory payroll deductions) to * as a bonus (with respect to each Earn Out Payment, if any, the "EARN-OUT RECORDS") “* Bonus”); provided, however, that * shall only be entitled to receive any such * Bonus if he is employed or retained as an independent contractor by Parent or the Surviving Corporation on the date the Earn Out Agreement to which such * Bonus relates is entered into by the Company, the Surviving Corporation or an Affiliate of Parent. Any such * Bonus shall be paid on or about the time that the applicable Earn Out Payment is made and shall reduce on a dollar for the purposes of verifying dollar basis the amount of the consideration payable pursuant Earn Out Payment that would have * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. * Redacted to preserve confidential information of the Company. otherwise been paid to the Paying Agent, the Escrow Agent or the Stockholder Representative in accordance with Section 3.9(e). Notwithstanding the first sentence of this Section 2.3. All Earn-Out Records shall be subject to the confidentiality restrictions of the Restricted Parties set forth in Section 6.43.9(g), and each representative of the Earn-Out Payees who examines the Earn-Out Records shall agree in advance to be bound thereby. (iv) The Earn-Out Payees shall have thirty (30) days from the receipt of the Earn-Out Payment to notify Buyer if they dispute the amount of the Earn-Out Payment. If Buyer has not received notice of any such dispute within such 30-day period, the Earn-Out Payment shall be final. If the Earn-Out Payees wish to dispute the amount of the Earn-Out Payment, then prior to the end of such thirty-day period, the Earn-Out Payees shall deliver to Buyer a notice (the "EARN-OUT DISPUTE NOTICE") of any disagreement with respect to the calculation of the Earn-Out Payment setting forth the amount Parent or amounts in dispute and the basis therefor. If the Earn-Out Payees have delivered notice of such a dispute to Buyer within such 30-day period, Buyer and the Earn-Out Payees shall negotiate in good faith for a period of thirty (30) days from the receipt of the Earn-Out Dispute Notice. If the parties are unable to resolve the dispute within such thirty (30) day period, Buyer and the Earn-Out Payees shall select its Affiliates may terminate *’s employment or retention as an independent accounting firm that has not represented contractor at any of the parties hereto within the preceding two (2) years and is one of the five largest accounting firms in the United States (the "NEW ACCOUNTING FIRM") to review the amount of the disputed Earn-Out Payment to determine the amount, if any, that the Earn-Out Payment is in errortime for Cause. The New Accounting Firm shall make itsparties acknowledge and agree that this Section 3.9(g) does not nor is it intended to create any third-party beneficiary rights for * or any other Person.

Earn-Out Payment. Following the NESR Closing Date, NESR shall make the following payments, according to the following terms and subject to the satisfaction of the following conditions, in cash and/or in Equity Stock to be paid or issued or transferred by NESR to the Selling Stockholders. (ia) Cash Earn-Out. The Selling Stockholders shall receive an amount in cash equal to $7,572,444 as additional consideration for the NESR Company Shares (“Cash Earn-Out”) upon, and subject to, any member of the Group entering into, renewing or extending any agreement(s) (the “Renewed Contract”) with the Saudi Arabian Oil Company or any of its Affiliates on materially the same terms as the Saudi Aramco Contract 6600032564 for Cementing & Other Oilfield Services (as supplemented and/or modified by the Saudi Aramco Pricing Letter) (the “Existing Contract”) to which the Company is a party as of the date hereof (the “Cash Earn-Out Condition”), provided that the Cash Earn-Out Condition shall (and shall be deemed to) be satisfied to the extent that the Renewed Contract is not entered into as a result of any transaction contemplated by this Agreement or anything done by NESR or anything done or omitted to be done before NESR Closing pursuant to and in compliance with this Agreement or otherwise at the request in writing or with the approval in writing of NESR. For the purposes of this AgreementSection 2.9(a), the "EARN-OUT PAYMENT" Renewed Contract shall mean one and one-half percent (1 1/2%) be deemed to be on materially the same terms as the Existing Contract unless any of the Total Annual Net Sales Saudi Aramco Services have not been included in excess of U.S. $64,900,000the Renewed Contract or there occurs a Saudi Aramco Material Price Reduction. An The Cash Earn-Out Payment shall will be payable to each paid within 10 days of the satisfaction of the Cash Earn-Out Payee within ninety Condition and allocated to the Selling Stockholders as set forth in column (906) days of Part 1 of Exhibit A. (b) Equity Stock Earn-Out. The Reinvesting Selling Stockholders shall be entitled to up to two issuances of Equity Stock (“Stock Earn-Outs”), which shall constitute distributions of NESR stock valued at $10 per share, on the following terms and if the following conditions are met. Each of the end of each fiscal year of Stock Earn-Outs shall be allocated to the Subject Companies during Reinvesting Selling Stockholders in their Reinvestment Proportion. (i) First Equity Stock Earn-Out. NESR shall issue or transfer to the Reinvesting Selling Stockholders the First EBITDA Earn-Out PeriodEquity Stock (as defined by this Section, credited as fully paid and free and clear of any Liens and Encumbrances) if the 2018 NESR EBITDA is greater than $157 million. For examplethe purpose of clarity, if such Total Annual Net Sales for a fiscal year are U.S. the 2018 NESR EBITDA is less than or equal to $65,900,000, each 157 million then the First EBITDA Earn-Out Payee shall receive U.S. Equity Stock will not be issued or transferred as the calculated multiple will be less than or equal to 0 (zero). In the event that the 2018 NESR EBITDA is greater than $15,000. (ii) Total Annual Net Sales 157 million, then the Reinvesting Selling Stockholders shall be calculated on issued or transferred Equity Stock equal to the basis of invoiced currency, which if not U.S. dollars, shall be converted to U.S. dollars in accordance with GAAP, using the conversion rate and methodology utilized in the preparation of Buyer's financial statements. (iii) Buyer will determine the amount quotient of the First EBITDA Earn-Out Payments with respect Amount and $10 per share of Equity Stock subject to each fiscal year during a maximum cap of 1,671,704 shares of Equity Stock (the “First EBITDA Earn-Out Period, which determination will be reviewed by the independent accountant of the Subject CompaniesEquity Stock”). No later than ninety (90) days after the end of each fiscal year of the Subject Companies during the The “First EBITDA Earn-Out Period, Buyer will deliver Amount” shall be: (2018 NESR EBITDA – 157)/(166-157) x (0.80 x {Equity Stock percentage of total Consideration i.e. 24.88% as attributed to the Earn-Out Payees (i) a certificate (the "EARN-OUT CERTIFICATE") setting forth Buyer's calculation of the Earn-Out Payments for such fiscal year, and (ii) the Earn-Out Payments payable to each Earn-Out Payee as reflected on the Earn-Out Certificate. Buyer will maintain, or cause the Subject Companies to maintain, complete and accurate books of account and records of the Subject Companies during the Earn-Out Period as is necessary to compute Total Annual Net Sales under this Agreement. The Earn-Out Payees and their representatives shall have the right, at reasonable times during business hours, to inspect, audit and make extracts from all of the records, files and books of the Subject Companies relating to the Earn-Out Payment (the "EARN-OUT RECORDS") for the purposes of verifying the amount of the consideration payable pursuant to this Section 2.3. All Earn-Out Records shall be subject to the confidentiality restrictions of the Restricted Parties set forth in Section 6.4, and each representative of the Earn-Out Payees who examines the Earn-Out Records shall agree in advance to be bound thereby2.2(a)(ii)}x $84,000,000. (iv) The Earn-Out Payees shall have thirty (30) days from the receipt of the Earn-Out Payment to notify Buyer if they dispute the amount of the Earn-Out Payment. If Buyer has not received notice of any such dispute within such 30-day period, the Earn-Out Payment shall be final. If the Earn-Out Payees wish to dispute the amount of the Earn-Out Payment, then prior to the end of such thirty-day period, the Earn-Out Payees shall deliver to Buyer a notice (the "EARN-OUT DISPUTE NOTICE") of any disagreement with respect to the calculation of the Earn-Out Payment setting forth the amount or amounts in dispute and the basis therefor. If the Earn-Out Payees have delivered notice of such a dispute to Buyer within such 30-day period, Buyer and the Earn-Out Payees shall negotiate in good faith for a period of thirty (30) days from the receipt of the Earn-Out Dispute Notice. If the parties are unable to resolve the dispute within such thirty (30) day period, Buyer and the Earn-Out Payees shall select an independent accounting firm that has not represented any of the parties hereto within the preceding two (2) years and is one of the five largest accounting firms in the United States (the "NEW ACCOUNTING FIRM") to review the amount of the disputed Earn-Out Payment to determine the amount, if any, that the Earn-Out Payment is in error. The New Accounting Firm shall make its