Common use of Earn-Out Statement Clause in Contracts

Earn-Out Statement. Within twenty (20) business days after the expiration of the Earn-Out Period, the Buyer shall furnish to the Company Stockholder Representative (i) a statement (the “Earn-Out Statement”) setting forth the Buyer’s good faith determination of the applicable Earn-Out Amount, if any, for the Earn-Out Period as well as a summary setting forth the material information underlying the calculation thereof (the “Earn-Out Determination”) and (ii) certificate of an appropriate, authorized executive officer of the Buyer certifying that the Earn-Out Determination was prepared reasonably and in good faith. Unless within the thirty (30) business-day period following the Company Stockholder Representative’s receipt of the Earn-Out Statement, the Company Stockholder Representative delivers written notice to the Buyer (the “Earn-Out Dispute Notice”) setting forth in reasonable detail any and all items of disagreement related to the Earn-Out Statement (each, an “Item of Dispute”), then the Earn-Out Statement shall be conclusive and binding upon the Company Stockholder Representative, the Company Stockholders and the former holders of Company Options and the Earn-Out Determination shall be the final Earn-Out Amount (the “Final Earn-Out Amount”). After the delivery of the Earn-Out Statement, the Company Stockholder Representative and its representatives shall be permitted reasonable access (including electronic access, to the extent available), during normal business hours, to books and records and working papers of the Buyer, the Surviving Corporation and their respective direct and indirect subsidiaries that are substantially relevant to the Buyer’s preparation of the Earn-Out Statement and the data directly supporting the Earn-Out Determination and reasonable access to the individuals that participated in the preparation of the Earn-Out Statement and the calculation of the Earn-Out Determination; provided, that such access shall be for the sole purpose of reviewing the accuracy of the Earn- Out Statement and provided further, that all such books and records, working papers and other information so disclosed shall be kept confidential in accordance with the provisions of Section 1.15(h).

Earn-Out Statement. (a) Within twenty thirty (2030) business days after December 31, 2001, Purchaser shall prepare and deliver to the expiration Sellers Representative, at Purchaser's expense, a consolidated balance sheet and statement of earnings for the Company and the Subsidiaries as of and for the twelve-month period ended December 31, 2001 (collectively, the "Earn-Out Statement"), including a calculation of (i) Net Revenues and Pretax Profits, which shall be prepared in accordance with GAAP and the past practices of the Company and the Subsidiaries, except as set forth on Schedule 2.4, and (ii) B2B Trades and B2C Trades, which shall be prepared in accordance with the past practices of the Company and the Subsidiaries. Together with the Earn-Out Statement, Purchaser shall make available to the Sellers Representative the work papers and back-up materials used by Purchaser in preparing the Earn-Out Statement and shall promptly make available such other documents as the Sellers Representative may reasonably request in connection with his review of the Earn-Out Period, the Buyer shall furnish Statement. Any information supplied to the Company Stockholder Sellers Representative (i) a statement (by Purchaser to enable the “Earn-Out Statement”) setting forth the Buyer’s good faith determination of the applicable Earn-Out Amount, if any, for Sellers Representative to prepare the Earn-Out Period as well as a summary setting forth Statement shall be maintained by the material information underlying Sellers Representative and Sellers in strict confidence and shall not be disclosed to any Person (other than their accountants, lawyers and other representatives who need to know such information) or used by the calculation thereof Sellers Representative or Sellers for any purpose, except in each case in connection with the matters specifically covered by this Section 2.4. (the “Earn-Out Determination”b) and (ii) certificate of an appropriate, authorized executive officer of the Buyer certifying that the Earn-Out Determination was prepared reasonably and in good faith. Unless within the Within thirty (30) business-day period following the Company Stockholder Representative’s days after receipt of the Earn-Out Statement, the Company Stockholder Stockholders Representative delivers shall deliver to Purchaser a written notice to the Buyer statement describing its objections (the “Earn-Out Dispute Notice”if any) setting forth in reasonable detail any and all items of disagreement related to the Earn-Out Statement (eachStatement. If the Sellers Representative does not raise any objections in a written statement within such thirty-day period, an “Item of Dispute”), then the Earn-Out Statement shall become final and binding upon all parties. If the Sellers Representative does raise objections in a written statement within such thirty-day period, and the parties cannot resolve such objections within ten (10) days after the receipt by Purchaser of the Sellers Representative's written statement of objections, any remaining disputes shall be resolved by the Accounting Firm. The Accounting Firm shall be instructed to resolve such disputes within thirty (30) days after its appointment. The resolution of disputes by the Accounting Firm shall be set forth in writing and shall be conclusive and binding upon the Company Stockholder Representative, the Company Stockholders all parties and the former holders of Company Options and the Earn-Out Determination shall be the final Earn-Out Amount (the “Final Earn-Out Amount”). After the delivery of the Earn-Out Statement, as modified by such resolution, shall become final and binding upon the Company Stockholder Representative date of such resolution. The fees and its representatives expenses of the Accounting Firm shall be permitted reasonable access (including electronic access, apportioned by the Accounting Firm based on the degree to the extent available), during normal business hours, to books which each party's claims were unsuccessful and records and working papers of the Buyer, the Surviving Corporation and their respective direct and indirect subsidiaries that are substantially relevant to the Buyer’s preparation of the Earn-Out Statement and the data directly supporting the Earn-Out Determination and reasonable access to the individuals that participated in the preparation of the Earn-Out Statement and the calculation of the Earn-Out Determination; provided, that such access shall be for the sole purpose of reviewing the accuracy of the Earn- Out Statement paid by Purchaser and provided further, that all such books and records, working papers and other information so disclosed shall be kept confidential Bankstream in accordance with such determination. For example, if pursuant to this Section 2.4(b) the provisions Sellers Representative submitted an objection affecting the Net Revenues in the amount of $100,000 and prevailed as to $45,000 of the amount, then Bankstream would bear 55% of the fees and expenses of the Accounting Firm. If Bankstream is obligated to pay any fees and expenses of the Accounting Firm pursuant to this Section 1.15(h2.4(b), Sellers shall cause Bankstream to pay such fees and expenses and hereby unconditionally guarantee such obligations of Bankstream.

Earn-Out Statement. Within twenty Promptly, but in any event within seventy-five (2075) business days after the expiration end of the 12 month period ending on December 31, 2014 (the “Earn-Out out Period”), the Buyer shall furnish in good faith prepare or cause to be prepared and furnished to the Company Stockholder Seller Shareholder Representative (i) a written statement (the “Earn-Out Statement”) setting forth the Buyer’s good faith determination its calculation of the applicable Earn-Out AmountGroup Company Revenues and EBITA (each as defined on Schedule 1.5(a)), if anyin each case, prepared in accordance with US GAAP and Schedule 1.5(a) hereto for the Earn-Out Period as well as a summary setting forth the material information underlying the calculation thereof (the “Earn-Out Determination”) and (ii) certificate of an appropriate, authorized executive officer of the Buyer certifying that the Earn-Out Determination was prepared reasonably and in good faithout Period. Unless within the thirty (30) business-day period following the Company Stockholder Representative’s Following receipt of the Earn-Out StatementStatement for the Earn-out Period, the Seller Shareholder Representative will be afforded a period of thirty (30) days to review the Buyer’s calculation of the Group Company Stockholder Revenues and EBITA under US GAAP and the terms herein. At or before the end of the thirty (30) day review period, the Seller Shareholder Representative delivers written notice shall either (i) accept the Earn-Out Statement in its entirety or (ii) deliver to the Buyer a written notice (the a “Earn-Out Dispute Notice”) setting forth a detailed explanation of those items in reasonable detail any and all items of disagreement related to or omitted from the Earn-Out Statement that the Seller Shareholder Representative disputes, including the amount thereof (each, an “Item of Dispute”); provided, then that the only basis on which the Seller Shareholder Representative shall be permitted to submit an Item of Dispute is that such Item of Dispute was not prepared in accordance with the terms of this Agreement and Schedule 1.5(a), or contains mathematical or clerical errors. If the Seller Shareholder Representative does not deliver a Dispute Notice to the Buyer within the thirty (30) day review period, the Selling Shareholders and Seller Shareholder Representative shall be deemed to have accepted the Earn-Out Statement shall be conclusive and binding upon in its entirety. If the Company Stockholder RepresentativeSeller Shareholder Representative delivers a Dispute Notice in which some, but not all, of the Company Stockholders and the former holders of Company Options and items in the Earn-Out Determination Statement are properly disputed, the Selling Shareholder shall be deemed to have accepted all of the final items not disputed other than those not directly disputed but which are affected by an Item of Dispute. The Parties shall and shall cause their respective Affiliates to cooperate fully with Buyer in connection with the preparation of the Earn-Out Amount (the “Final Earn-Out Amount”)Statement in US GAAP. After the delivery of the Earn-Out Statement, Buyer shall cooperate with the Company Stockholder Seller Shareholder Representative and his/her or its representatives shall be permitted reasonable access (including electronic access, to the extent available), during normal business hours, to books and records and working papers of the Buyer, the Surviving Corporation and their respective direct and indirect subsidiaries that are substantially relevant to the Buyer’s preparation in connection with its review of the Earn-Out Statement Statement, including by providing the Seller Shareholder Representative and the data directly supporting the Earn-Out Determination and his/her or its accountants reasonable access during business hours to the individuals that participated materials used in the preparation of the Earn-Out Statement and the calculation of the Earn-Out Determination; provided, that such access shall be for the sole purpose of reviewing the accuracy of the Earn- Out Statement and provided further, that all such books and records, working papers and other information so disclosed shall be kept confidential in accordance with the provisions of Section 1.15(h)Statement.

Earn-Out Statement. Within twenty Promptly, but in any event within sixty days (2060) business calendar days after the expiration end of the date which is 12 full calendar months after the Closing Date (the “Earn-Out out Period”), the Buyer shall furnish in good faith prepare or cause to be prepared and furnished to the Company Stockholder Representative (i) Major Seller Shareholder a written statement (the “Earn-Out Statement”) setting forth the Buyer’s good faith determination its calculation of the applicable Revenue Earn-Out Amountout and EBITDA Earn-out (each as defined on Schedule 1.6(b)), if anyin each case, prepared in accordance with Schedule 1.6(b) hereto for the Earn-Out Period as well as a summary setting forth the material information underlying the calculation thereof (the “Earn-Out Determination”) and (ii) certificate of an appropriate, authorized executive officer of the Buyer certifying that the Earn-Out Determination was prepared reasonably and in good faithout Period. Unless within the thirty (30) business-day period following the Company Stockholder Representative’s Following receipt of the Earn-Out StatementStatement for the Earn-out Period, the Company Stockholder Representative delivers written notice Major Seller Shareholder shall be afforded a period of thirty (30) calendar days to review the Buyer’s calculation of the Revenue Earn-out and EBITDA Earn-out. At or before the end of the thirty (30) day review period, the Major Seller Shareholder shall either (i) accept the Earn-Out Statement in its entirety or (ii) deliver to the Buyer a written notice (the a “Earn-Out Dispute Notice”) setting forth a detailed explanation of those items in reasonable detail any and all items of disagreement related to or omitted from the Earn-Out Statement that the Major Seller Shareholder disputes, including the amount thereof (each, an “Item of Dispute”); provided, then that the only basis on which the Major Seller Shareholder shall be permitted to submit an Item of Dispute is if such Item of Dispute was not prepared in accordance with the terms of this Agreement and Schedule 1.6(b) or contains a mathematical or clerical error or other errors. If the Major Seller Shareholder does not deliver a Dispute Notice to the Buyer within the thirty (30) day review period, the Major Seller Shareholder (and Seller Shareholders) shall be deemed to have accepted the Earn-Out Statement shall be conclusive and binding upon in its entirety. If the Company Stockholder RepresentativeMajor Seller Shareholder delivers a Notice of Dispute in which some, but not all, of the Company Stockholders and the former holders of Company Options and items in the Earn-Out Determination Statement are properly disputed, the Major Seller Shareholder (and the Seller Shareholders) shall be deemed to have accepted all of the final items not disputed other than those not directly disputed but which are affected by or relate to an Item of Dispute. The Parties shall and shall cause their respective Affiliates to cooperate fully with Buyer in connection with the preparation of the Earn-Out Amount (the “Final Earn-Out Amount”)Statement. After the delivery of the Earn-Out Statement, Buyer shall cooperate with the Company Stockholder Representative Major Seller Shareholder and its his representatives shall be permitted reasonable access (including electronic access, to the extent available), during normal business hours, to books and records and working papers of the Buyer, the Surviving Corporation and their respective direct and indirect subsidiaries that are substantially relevant to the Buyer’s preparation in connection with his review of the Earn-Out Statement Statement, including by providing the Major Seller Shareholder and the data directly supporting the Earn-Out Determination and his agents reasonable access during business hours to the individuals that participated files and records of the Company and Buyer (including the financial statements and materials used in the preparation of the Earn-Out Statement Statement) and access to personnel of Buyer and/or the calculation Company who assisted in the preparation of the Earn-Out Determination; provided, that such access shall be for the sole purpose of reviewing the accuracy of the Earn- Out Statement and provided further, that all such books and records, working papers and other information so disclosed shall be kept confidential in accordance with the provisions of Section 1.15(h)Statement.

Earn-Out Statement. Within twenty 3.1 Following the expiration of each Earn-out Period, the Purchaser shall examine the books and records of the Group in order to calculate the amount of the Earn-out Payment in respect of such Earn-out Period and the Purchaser shall promptly (20and, in any event, before the day falling 30 days after the expiration of each such Earn-out Period) business provide to each Vendor a statement giving notice of its conclusions and the proposed amount of the Earn-out Payment for such Earn-out Period to the Vendors (each, an “Earn-out Statement”). Such Earn-out Statement will include for each month by stock-keeping unit the volume of ******** sold, the ******** Gross Sales, the ******** Net Sales (broken down by category) and the calculation of the Average Net Selling Price and the Earn-out Payment. 77 “********” = CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 3.2 Following the expiration of each of the First Year and the Second Year, the Purchaser shall promptly (and, in any event, before the day falling 30 days after the expiration of the Earn-Out Period, the Buyer shall furnish First Year or Second Year as applicable) provide to the Company Stockholder Representative (i) each Vendor a statement (the “Earn-Out Statement”) setting forth the Buyer’s good faith determination of the applicable Earn-Out Amount, if any, for the Earn-Out Period as well as a summary setting forth the material information underlying the calculation thereof (the “Earn-Out Determination”) and (ii) certificate of an appropriate, authorized executive officer of the Buyer certifying that the Earn-Out Determination was prepared reasonably and in good faith. Unless within the thirty (30) business-day period following the Company Stockholder Representative’s receipt with each of the Earn-Out Statement, the Company Stockholder Representative delivers written notice out Statements relating to the Buyer First Year or (as applicable) the “Earn-Out Dispute Notice”Second Year attached thereto) setting forth specifying the proposed aggregate amount payable to each Vendor in reasonable detail any and all items of disagreement related to the Earn-Out Statement (each, an “Item of Dispute”), then the Earn-Out Statement shall be conclusive and binding upon the Company Stockholder Representative, the Company Stockholders and the former holders of Company Options and the Earn-Out Determination shall be the final Earn-Out Amount (the “Final Earn-Out Amount”). After the delivery respect of the Earn-Out Statementout Payments for the First Year or, as applicable, the Company Stockholder Representative and its representatives shall be permitted reasonable access Second Year (including electronic accesseach, a “ Yearly Earn-out Statement”). 3.3 Following the delivery of a Yearly Earn-out Statement to the extent available), during normal business hours, to books and records and working papers of the BuyerVendors, the Surviving Corporation and their respective direct and indirect subsidiaries that are substantially relevant Purchaser shall promptly supply to the Buyer’s preparation Vendors (and any professional advisers appointed by any investor) such further information as is reasonably requested by the Vendors to verify the Yearly Earn-out Statement or any of the Earn-Out Statement and the data directly supporting the Earn-Out Determination and reasonable access out Statements required to the individuals that participated in the preparation of the Earn-Out Statement and the calculation of the Earn-Out Determination; provided, that such access shall be for the sole purpose of reviewing the accuracy of the Earn- Out Statement and provided further, that all such books and records, working papers and other information so disclosed shall be kept confidential in accordance with the provisions of Section 1.15(h)attached thereto under paragraph 3.

Earn-Out Statement. (a) Within twenty thirty (2030) business days after December 31, 2001, Purchaser shall prepare and deliver to the expiration Stockholders Representative, at Purchaser's expense, a consolidated balance sheet and statement of earnings for the Company and the Subsidiaries as of and for the twelve-month period ended December 31, 2001 (collectively, the "Earn-Out Statement"), including a calculation of (i) Net Revenues and Pretax Profits, which shall be prepared in accordance with GAAP and the past practices of the Company and the Subsidiaries, except as set forth on Schedule 2.4, and (ii) B2B Trades and B2C Trades, which shall be prepared in accordance with the past practices of the Company and the Subsidiaries. Together with the Earn-Out Statement, Purchaser shall make available to the Stockholders Representative the work papers and back-up materials used by Purchaser in preparing the Earn-Out Statement and shall promptly make available such other documents as the Stockholders Representative may reasonably request in connection with his review of the Earn-Out Period, the Buyer shall furnish Statement. Any information supplied to the Company Stockholder Stockholders Representative (i) a statement (by Purchaser to enable the “Earn-Out Statement”) setting forth the Buyer’s good faith determination of the applicable Earn-Out Amount, if any, for Stockholders Representative to prepare the Earn-Out Period as well as a summary setting forth Statement shall be maintained by the material information underlying Stockholders Representative and Stockholders in strict confidence and shall not be disclosed to any Person (other than their accountants, lawyers and other representatives who need to know such information) or used by the calculation thereof Stockholders Representative or Stockholders for any purpose, except in each case in connection with the matters specifically covered by this Section 2.4. (the “Earn-Out Determination”b) and (ii) certificate of an appropriate, authorized executive officer of the Buyer certifying that the Earn-Out Determination was prepared reasonably and in good faith. Unless within the Within thirty (30) business-day period following the Company Stockholder Representative’s days after receipt of the Earn-Out Statement, the Company Stockholder Stockholders Representative delivers shall deliver to Purchaser a written notice to the Buyer statement describing its objections (the “Earn-Out Dispute Notice”if any) setting forth in reasonable detail any and all items of disagreement related to the Earn-Out Statement (eachStatement. If the Stockholders Representative does not raise any objections in a written statement within such thirty-day period, an “Item of Dispute”), then the Earn-Out Statement shall become final and binding upon all parties. If the Stockholders Representative does raise objections in a written statement within such thirty-day period, and the parties cannot resolve such objections within ten (10) days after the receipt by Purchaser of the Stockholders Representative's written statement of objections, any remaining disputes shall be resolved by the Accounting Firm. The Accounting Firm shall be instructed to resolve such disputes within thirty (30) days after its appointment. The resolution of disputes by the Accounting Firm shall be set forth in writing and shall be conclusive and binding upon the Company Stockholder Representative, the Company Stockholders all parties and the former holders of Company Options and the Earn-Out Determination shall be the final Earn-Out Amount (the “Final Earn-Out Amount”). After the delivery of the Earn-Out Statement, as modified by such resolution, shall become final and binding upon the Company Stockholder Representative date of such resolution. The fees and its representatives expenses of the Accounting Firm shall be permitted reasonable access (including electronic access, apportioned by the Accounting Firm based on the degree to the extent available), during normal business hours, to books which each party's claims were unsuccessful and records and working papers of the Buyer, the Surviving Corporation and their respective direct and indirect subsidiaries that are substantially relevant to the Buyer’s preparation of the Earn-Out Statement and the data directly supporting the Earn-Out Determination and reasonable access to the individuals that participated in the preparation of the Earn-Out Statement and the calculation of the Earn-Out Determination; provided, that such access shall be for the sole purpose of reviewing the accuracy of the Earn- Out Statement paid by Purchaser and provided further, that all such books and records, working papers and other information so disclosed shall be kept confidential Bankstream in accordance with such determination. For example, if pursuant to this Section 2.4(b) the provisions Stockholders Representative submitted an objection affecting the Net Revenues in the amount of $100,000 and prevailed as to $45,000 of the amount, then Bankstream would bear 55% of the fees and expenses of the Accounting Firm. If Bankstream is obligated to pay any fees and expenses of the Accounting Firm pursuant to this Section 1.15(h2.4(b), Stockholders shall cause Bankstream to pay such fees and expenses and hereby unconditionally guarantee such obligations of Bankstream.

Earn-Out Statement. Within twenty As soon as practicable following the end of each Earn-Out Period (20) business days after and no later than February 15, 2023 or February 15, 2024, respectively), Buyer shall prepare and deliver to Parent a statement setting forth its good faith calculation of Gross Revenue for the expiration applicable Earn-Out Period. Parent and its accountants may review the documents used in the preparation of Buyer’s calculation of Gross Revenue for the applicable Earn-Out Period, the and Buyer shall furnish make available to Parent and its accountants all other information related thereto as may be reasonably requested by Parent or its accountants (subject to the Company Stockholder Representative execution of customary confidentiality agreements). Buyer’s calculations and determination of Gross Revenue for the Earn-Out Period delivered to Parent shall become final for all purposes of this Agreement unless, within forty-five (i45) a statement days after the receipt of such calculations by Parent, Buyer receives written notice of the objection of Parent to Buyer’s calculations (the “Earn-Out StatementObjection Notice”) setting forth and a detailed explanation as to the Buyer’s good faith determination reasons for such objection. If Buyer and Parent are unable to agree on the calculation of the applicable Earn-Out Amount, if any, Gross Revenue for the Earn-Out Period as well as a summary setting forth within thirty (30) days after the material information underlying the calculation thereof (the “Earn-Out Determination”) and (ii) certificate of an appropriate, authorized executive officer of the Buyer certifying that date the Earn-Out Determination was prepared reasonably Objection Notice is received by Buyer (or such longer period of time as the parties may mutually agree), Buyer and in good faith. Unless within Parent agree that the thirty (30) business-day period following Accounting Firm shall make the Company Stockholder Representative’s receipt final determination of Gross Revenue for the Earn-Out StatementPeriod. The Accounting Firm’s determination shall be based solely on the Agreement, this Annex I and the Company Stockholder Representative delivers written notice to applicable definitions contained therein and herein. The determination by the Buyer (Accounting Firm of Gross Revenue for the “applicable Earn-Out Dispute Notice”) setting forth in reasonable detail any and all items of disagreement related to the Earn-Out Statement Period (each, an “Item of Dispute”), then the Earn-Out Statement shall be conclusive and binding upon the Company Stockholder Representative, the Company Stockholders and the former holders of Company Options and the Earn-Out Determination shall be the final Earn-Out Amount (the “Final Earn-Out Amount”). After the delivery of the Earn-Out Statement, the Company Stockholder Representative and its representatives shall be permitted reasonable access (including electronic access, to the extent available), during normal business hours, to books and records and working papers of the Buyer, the Surviving Corporation and their respective direct and indirect subsidiaries that are substantially relevant to the Buyer’s preparation of the Earn-Out Statement and the data directly supporting the Earn-Out Determination and reasonable access to the individuals that participated in the preparation of the Earn-Out Statement and the subsequent calculation of the Earn-Out Determination; provided, that Consideration for such access period) shall be for final, conclusive, binding, non-appealable and enforceable upon the sole purpose Parties as an arbitration award in any court of reviewing competent jurisdiction under the accuracy terms of the Earn- Out Statement Federal Arbitration Act or its state law equivalent. The fees, costs and provided further, that all such books and records, working papers and other information so disclosed expenses of the Accounting Firm shall be kept confidential allocated to and borne by Buyer, on the one hand, and Parent, on the other hand, based on the inverse of the percentage that the Accounting Firm’s determination (before such allocation) bears to the total amount of the total items in accordance with dispute as originally submitted to the provisions Accounting Firm. For example, should the items in dispute total in amount to $1,000 and the Accounting Firm awards $600 in favor of Section 1.15(h)Buyer’s position, 60% of the costs of the Accounting Firm would be borne by Parent and 40% of the costs would be borne by Buyer.

Earn-Out Statement. Within twenty Promptly, but in any event within sixty (2060) business days after the expiration end of the Earn-Out five month period ending March 31, 2014 (“FY14 Target Period”), the nine month period ending December 31, 2014 (“CY14 Target Period”) and the 12 month period ending December 31, 2015 (the “CY15 Target Period,” and together with the FY14 Target Period and the CY14 Target Period, a “Target Period” or “Target Periods,” as the case may be), Buyer shall furnish in good faith prepare or cause to be prepared and furnished to the Company Stockholder Representative (i) and the Seller Member a written statement (the “Earn-Out Statement”) setting forth the Buyer’s good faith determination its calculation of the applicable Earn-Out AmountCompany Revenues and Operating Profit Margin (each as defined on Schedule 1.5(b)), if anyin each case, prepared in accordance with Schedule 1.5(b) hereto for the Earn-Out Period as well as a summary setting forth the material information underlying the calculation thereof (the “Earn-Out Determination”) and (ii) certificate of an appropriate, authorized executive officer of the Buyer certifying that the Earn-Out Determination was prepared reasonably and in good faithapplicable Target Period. Unless within the thirty (30) business-day period following the Company Stockholder Representative’s Following receipt of the Earn-Out StatementStatement for the applicable Target Period, the Seller Member shall be afforded a period of forty-five (45) days to review the Buyer’s calculation of the Company Revenues and Operating Profit Margin. At or before the end of the forty-five (45) day review period, the Company Stockholder Representative delivers written notice or Seller Member shall either (i) accept the Earn-Out Statement in its entirety or (ii) deliver to the Buyer a written notice (the a “Earn-Out Dispute Notice”) setting forth a detailed explanation of those items in reasonable detail any and all items of disagreement related to or omitted from the Earn-Out Statement that the Seller Member or the Company disputes, including the amount thereof (each, an “Item of Dispute”); provided, then that the only basis on which the Seller Member or the Company shall be permitted to submit an Item of Dispute is that such Item of Dispute was not prepared in accordance with the terms of this Agreement and Schedule 1.5(b), including not in accordance with GAAP or due to fraud or misrepresentation, or contains mathematical or clerical errors. If the Seller Member or Company does not deliver a Dispute Notice to the Buyer within the forty-five (45) day review period, the Seller Member and the Company shall be deemed to have accepted the Earn-Out Statement shall be conclusive and binding upon in its entirety. If the Seller Member or the Company Stockholder Representativedelivers a Notice of Dispute in which some, the Company Stockholders and the former holders of Company Options and the Earn-Out Determination shall be the final Earn-Out Amount (the “Final Earn-Out Amount”). After the delivery but not all, of the Earn-Out Statement, the Company Stockholder Representative and its representatives shall be permitted reasonable access (including electronic access, to the extent available), during normal business hours, to books and records and working papers of the Buyer, the Surviving Corporation and their respective direct and indirect subsidiaries that are substantially relevant to the Buyer’s preparation of items in the Earn-Out Statement are properly disputed, the Seller Member and the data directly supporting the Earn-Out Determination and reasonable access Company shall be deemed to the individuals that participated in the preparation have accepted all of the Earn-Out Statement and the calculation items not disputed other than those not directly disputed but which are affected by an Item of the Earn-Out Determination; provided, that such access Dispute. Buyer shall be for the sole purpose pay amounts earned hereunder which are not an Item of reviewing the accuracy of the Earn- Out Statement and provided further, that all such books and records, working papers and other information so disclosed shall be kept confidential in accordance with the provisions of Dispute hereunder per this Section 1.15(h)1.

Earn-Out Statement. Within twenty sixty (2060) business days after the expiration end of the each Earn-Out PeriodYear, the Buyer Purchaser shall furnish prepare and deliver to the Company Stockholder Representative (i) Seller a statement setting forth, in reasonable detail, Purchaser’s good faith calculation of the Gross Profits for such Earn-Out Year (the “Earn-Out Statement”) setting forth the Buyer’s good faith determination ). Seller shall have a period of the applicable Earn-Out Amount, if any, for the Earn-Out Period as well as a summary setting forth the material information underlying the calculation thereof (the “Earn-Out Determination”) and (ii) certificate of an appropriate, authorized executive officer of the Buyer certifying that the Earn-Out Determination was prepared reasonably and in good faith. Unless within the thirty (30) businessdays to review such Earn-day period following Out Statement (the Company Stockholder Representative’s receipt “Review Period”). During such Review Period, the Purchaser shall provide the Seller and its representatives with prompt access to such books, records, materials, information and personnel as the Seller may reasonably request to confirm the accuracy of the Earn-Out Statement, . If the Company Stockholder Representative delivers written notice to the Buyer (the “Earn-Out Dispute Notice”) setting Gross Profits set forth in reasonable detail any and all items of disagreement related to the such Earn-Out Statement (each, an “Item of Dispute”), then equal or exceed the Gross Profits Threshold for such Earn-Out Statement Year, then Purchaser shall be conclusive and binding upon pay to Seller the Company Stockholder Representative, the Company Stockholders and the former holders of Company Options and the Earn-Out Determination shall be the final Annual Earn-Out Amount (the “Final for such Earn-Out Amount”). After Year via wire transfer of immediately available funds within fifteen (15) days of the delivery of the Earn-Out Statement; provided, however, such Earn-Out Amount shall not be deemed accepted by Seller until the Company Stockholder Representative and its representatives shall be permitted reasonable access (including electronic access, to the extent available), during normal business hours, to books and records and working papers conclusion of the BuyerReview Period, subject to any dispute per Section 1.3(d)(iv) below. If the Surviving Corporation and their respective direct and indirect subsidiaries that are substantially relevant to the Buyer’s preparation of the Gross Profits set forth in such Earn-Out Statement and do not equal or exceed the data directly supporting the Gross Profits Threshold for such Earn-Out Determination and reasonable access Year, Purchaser shall not pay to the individuals that participated in the preparation of the Seller any Annual Earn-Out Statement and Out, but the Seller shall have the Review Period to evaluate the calculation of and shall have the Earn-Out Determination; provided, that such access shall be for the sole purpose of reviewing the accuracy of the Earn- Out Statement and provided further, that all such books and records, working papers and other information so disclosed shall be kept confidential in accordance with the provisions of right to proceed pursuant to Section 1.15(h)1.3(d)(iv) below.

Earn-Out Statement. (A) Within twenty (20) business 60 days after the expiration end of the each Earn-Out PeriodYear, the Buyer shall furnish prepare and deliver to the Company Stockholder Representative Seller (i) a statement (the “an "Earn-Out Statement”) setting forth "), certified by its Chief Financial Officer, attesting to the Buyer’s good faith determination conformity of the applicable Earn-Out Amount, if any, for principles used in calculating the Earn-Out Period as well as a summary setting forth Payment to the material information underlying the calculation thereof (the “Earn-Out Determination”) provisions of Section 11 hereof, which statement shall include reasonable supporting documentation with respect to such calculation; and (ii) certificate of an appropriate, authorized executive officer of the Buyer certifying that pay Seller the Earn-Out Determination was prepared reasonably Payment which Buyer has calculated to be due. (B) The Earn-Out Statement shall, at Seller's option, be subject to review and in good faithverification by an independent public accounting firm or other representative of Seller's choice. Unless within If Seller chooses to conduct such a review, it shall also have the thirty right to review the Earn-Out Statement from the Earn-Out Year ended immediately prior to the most recently ended Earn-Out Year (30the "Prior Earn-Out Statement"), provided that Seller did not previously conduct such a review of the Prior Earn-Out Statement. Such review will be at Seller's expense, unless such accounting firm shall discover a discrepancy (as finally determined pursuant to the procedures of this Section 11.4) business-day period following the Company Stockholder Representative’s receipt of at least fifteen percent of the Earn-Out Statement, the Company Stockholder Representative delivers written notice to the Buyer Payment (the “or Earn-Out Dispute Notice”Payments, as the case may be) setting forth in question, in which case the fees of such accounting firm shall be paid by Buyer both with respect to the review which uncovered the discrepancy and to a review of the Prior Earn-Out Statement. Buyer shall permit Seller and its representatives to have reasonable detail any access to the data and all items of disagreement related to information on which the Earn-Out Statement (eachor Earn-Out Statements, an “Item of Dispute”), then as the case may be) was prepared and to Buyer's employees and/or representatives who assisted in its preparation to the extent necessary to verify such information. (C) If Seller agrees with the Earn-Out Statement shall be conclusive and binding upon for the Company Stockholder Representative, the Company Stockholders and the former holders of Company Options and the most recently ended Earn-Out Determination shall be the final Earn-Out Amount Year (the “Final Earn-Out Amount”). After the delivery of the "Current Earn-Out Statement, the Company Stockholder Representative and its representatives shall be permitted reasonable access (including electronic access, to the extent available), during normal business hours, to books and records and working papers of the Buyer, the Surviving Corporation and their respective direct and indirect subsidiaries that are substantially relevant to the Buyer’s preparation of the Earn-Out Statement and the data directly supporting the Earn-Out Determination and reasonable access to the individuals that participated in the preparation of the Earn-Out Statement ") and the calculation of the Earn-Out Determination; providedPayment therein (the "Current Earn-Out Payment"), that such access Seller shall send written notice of acceptance thereof to Buyer. Except in the case of fraud or willful misconduct on the part of Buyer, Seller shall be for deemed to have accepted the sole purpose of reviewing the accuracy of the Earn- Current Earn-Out Statement and provided furtherthe Current Earn-Out Payment indicated therein, that all along with the Prior Year Earn-Out Statement, if applicable, unless within 60 days after the date of delivery of the Current Earn-Out Statement, Seller gives written notice to Buyer of an objection to any item thereon (the "Objection Notice"), which Objection Notice shall specify in reasonable detail the basis for such books objection. The Objection Notice shall also specify any objections Seller has with respect to the Prior Earn-Out Statement, if applicable. If Seller gives such an Objection Notice, Buyer and recordsSeller shall attempt in good faith to resolve the dispute as promptly as possible. (D) If Buyer and Seller have not been able to agree upon a resolution of the dispute within 30 days after the date Seller gave such Objection Notice, working papers and other information so disclosed such dispute shall be kept resolved fully and finally in Pittsburgh, Pennsylvania by an arbitration governed by the American Arbitration Association, provided that a sole arbitrator shall be employed. The arbitration shall be governed by the state equivalent of the Federal Arbitration Act, 9 U.S.C. 1016, and judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The parties shall have 10 days from the end of the discussion between Buyer and Seller to agree upon a mutually acceptable person to act as arbitrator. The arbitrator shall be a neutral person (i.e., a person not affiliated with either of the parties) and shall have the capacity to make the judgments required to calculate the applicable Earn-Out Payment. If no arbitrator has been selected within such time, Buyer and Seller shall jointly request the American Arbitration Association or another mutually agreed upon organization to supply with 10 days of such request a list of potential arbitrators with qualifications as specified by the parties in the joint request. Within five days of receipt of the list, Buyer and Seller shall independently rank the proposed candidates, shall simultaneously exchange rankings, and shall be deemed to have selected as the arbitrator the individual receiving the highest combined ranking who is available to serve. If there is a tie, then the tie shall be broken by putting the names on slips of paper, mixing them up and having one party draw one slip of paper. If Buyer or Seller shall not cooperate in the selection of the arbitrator, the other may solely select the arbitrator utilizing the procedures set forth herein. The costs of arbitration shall be apportioned between Buyer and Seller as determined by the arbitrator in such manner as the arbitrator deems reasonable taking into account the circumstances of the case, the conduct of the parties during the proceeding, and the result of the arbitration. Any arbitration proceeding shall be concluded in a maximum of one month from the date of the Objection Notice. All negotiations pursuant to this Section shall be treated as compromise and settlement negotiations for purposes of Rule 408 of the Federal Rules of Evidence and comparable state Rules of Evidence. All negotiation and arbitration proceedings under this Section shall be treated as confidential information in accordance with the provisions of Section 1.15(h)6 (C) (1) hereof. Any arbitrator shall be bound by an agreement containing confidentiality provisions at least as restrictive as those contained in such Section. Nothing herein shall preclude Seller or Buyer from seeking equitable relief to prevent any immediate, irreparable harm to its interest, including multiple breaches of this Agreement. Otherwise, these procedures are exclusive and shall be fully exhausted prior to the initiation of any litigation. Either party may seek specific enforcement of any arbitrator's decision under this Section 11.4. The other party's only defense to such a request for specific enforcement shall be fraud by or on the arbitrator. Upon final determination of the appropriate amount of applicable Earn-Out Payment in question, the unpaid portion of such amount shall be paid in accordance with the provisions of Section 11.5.

Earn-Out Statement. Within twenty (20) business 45 days after of the expiration end of the Earn-Out Period, the Buyer mktg shall furnish deliver to the Company Stockholder Representative (i) Maritz a written statement (the “Earn-Out Statement”) setting forth calculating in reasonable detail the Buyer’s good faith determination number of the applicable Earn-Out Amountmktg Shares that Maritz is entitled to be issued under Section 3(c) (and under Section 3(b) if mktg has not previously issued mktg Shares under such Section), together with a certificate representing such shares (if any). Upon the written request of Maritz, mktg will provide Maritz with reasonable access to such books and records of mktg as may be reasonably necessary for Maritz to confirm the determination and calculation of such shares. If Maritz disputes any amounts reflected on the Earn-Out Period Statement (including the number of mktg Shares to which it is entitled thereunder) as well as a summary setting forth the material information underlying the calculation thereof delivered by mktg, Maritz shall so notify mktg in writing (the “Earn-Out DeterminationNotice of Dispute”) and (ii) certificate of an appropriate, authorized executive officer of not more than 30 calendar days after the Buyer certifying that date Maritz receives the Earn-Out Determination was prepared reasonably Statement, specifying in reasonable detail any points of disagreement. If Maritz fails to deliver an Earn-Out Notice of Dispute within such 30-day period, Maritz shall be deemed to have accepted the Earn-Out Statement. Upon receipt of an Earn-Out Notice of Dispute, mktg shall promptly consult with Maritz with respect to such points of disagreement in an effort to resolve the dispute. If any such dispute is not resolved by the Parties within 30 calendar days after mktg receives any such Earn-Out Notice of Dispute, they shall attempt to find a mutually agreeable certified public accountant at a national accounting firm that has no material relationship with any of the Parties to serve as an arbitrator (the “Accountant”) to finally determine, as soon as practicable, and in good faithany event within 30 calendar days after such reference, all points of disagreement with respect to the Earn-Out Statement. Unless within If the thirty (30) businessParties cannot mutually agree upon the selection of an Accountant or the Accountant selected is unable or refuses to perform, then the arbitration will be submitted to and administered by the American Arbitration Association in accordance with the procedures set out in Section 7(k). The Accountant shall apply the principles set forth in this Agreement and shall otherwise conduct the arbitration under such procedures as the Parties may agree or, failing such agreement, under the Commercial Rules of the American Arbitration Association. The fees and expenses of the arbitration and of the Accountant, including all legal and accounting fees and expenses incurred by the prevailing Party in such arbitration shall be paid by the non-day period prevailing Party promptly following the Company Stockholder RepresentativeAccountant’s receipt final determination. To the extent that either of the Parties does not prevail on all items in dispute on the Earn-Out Statement, the Company Stockholder Representative delivers written notice Accountant shall allocate such fees and expenses between the Parties in proportion to the Buyer (extent to which each Party prevailed with respect to such items in dispute. All determinations by the “Earn-Out Dispute Notice”) setting forth in reasonable detail any and all items of disagreement related to the Earn-Out Statement (each, an “Item of Dispute”), then the Earn-Out Statement Accountant shall be final, conclusive and binding upon the Company Stockholder Representative, the Company Stockholders and the former holders of Company Options and the Earn-Out Determination shall be the final Earn-Out Amount (the “Final Earn-Out Amount”). After the delivery of the Earn-Out Statement, the Company Stockholder Representative and its representatives shall be permitted reasonable access (including electronic access, with respect to the extent available), during normal business hours, to books and records and working papers of the Buyer, the Surviving Corporation and their respective direct and indirect subsidiaries that are substantially relevant to the Buyer’s preparation of the Earn-Out Statement and the data directly supporting Parties’ respective responsibilities for arbitration fees and expenses. In the event the Accountant determines that Maritz is entitled to receive more mktg Shares than reflected in the Earn-Out Determination and reasonable access Statement, mktg shall cause such additional mktg Shares to be issued to Maritz no later than five business days after the individuals that participated in the preparation of the Earn-Out Statement and the calculation of the Earn-Out Determination; provided, that such access shall be for the sole purpose of reviewing the accuracy of the Earn- Out Statement and provided further, that all such books and records, working papers and other information so disclosed shall be kept confidential in accordance with the provisions of Section 1.15(h)Accountant’s final determination.

Earn-Out Statement. Within twenty (20a) business At least thirty (30) days after prior to the expiration last day of each of the 2011 Earn-Out Period and 2012 Earn-Out Period, Parent shall, at its expense, prepare, submit and deliver to Sellers’ Representatives a draft statement setting forth in writing and in reasonable detail, including information by property and category of revenue, Parent’s good faith calculation of the Buyer shall furnish Management Earn-Out Revenues for the period between the Closing Date and September 30, 2011 with respect to the Company Stockholder Representative 2011 Earn-Out Period and the nine-month period ended September 30, 2012 with respect to the 2012 Earn-Out Period. (ib) As promptly as practicable, but in no event later than forty-five (45) days following the end of the 2011 Earn-Out Period or the 2012 Earn-Out Period, as applicable (each, a “Statement Delivery Date”), Parent shall, at its expense, prepare, submit and deliver to Sellers’ Representatives a statement (the “Earn-Out Statement”) ), setting forth the Buyerin writing and in reasonable detail, including information by property and category of revenue, Parent’s good good-faith determination calculation of the applicable EOP Earn-Out AmountPayments and EOC Earn-Out Payments, if any, for payable to the EOP Former Members and/or the EOC Beneficial Owners, as applicable, in accordance with this Section 3.4. In addition, on or prior to the delivery of each Earn-Out Period as well as Statement, Sellers’ Representatives shall be entitled, and Parent shall, at its expense, provide or provide reasonable access (in a summary setting forth manner not unreasonably disruptive to the material information underlying Business) to EOP and EOC to review the calculation thereof books, records, documents and work papers (including, without limitation, the “Earn-Out Determination”general ledger and bank statements) and (ii) certificate of an appropriate, authorized executive officer of related to the Buyer certifying that the Earn-Out Determination was prepared reasonably and in good faith. Unless within the thirty (30) business-day period following the Company Stockholder Representative’s receipt preparation of the Earn-Out Statement. Sellers’ Representatives shall be entitled to make reasonable inquiries and information requests of Parent, the Company Stockholder Representative delivers written notice to the Buyer (the “Earn-Out Dispute Notice”) setting forth in reasonable detail any Partnership, EOP and all items of disagreement related to EOC regarding the Earn-Out Statement and the calculations set forth therein. In the event that Parent shall fail to deliver the Earn-Out Statement by any Statement Delivery Date, then Sellers’ Representatives shall be entitled to provide notice of such failure to Parent (eacheach such notification, an a “Item of DisputeStatement Delivery Notification”). If, within, fifteen (15) days following the delivery of a Statement Delivery Notification by Sellers’ Representatives to Parent, Parent does not deliver the applicable Earn-Out Statement to Sellers’ Representatives, then the Earn-Out Statement shall be conclusive and binding upon the Company Stockholder Representative, the Company Stockholders and the former holders of Company Options and the deemed to have been delivered by Parent setting forth Management Earn-Out Determination shall be Revenues equal to the final Maximum Earn-Out Revenue Amount (the “Final Earn-Out Amount”). After the delivery of the Earn-Out Statement, the Company Stockholder Representative and its representatives shall be permitted reasonable access (including electronic access, with respect to the extent available)0000 Xxxx-Xxx Period or the 0000 Xxxx-Xxx Period, during normal business hours, to books and records and working papers of the Buyer, the Surviving Corporation and their respective direct and indirect subsidiaries that are substantially relevant to the Buyer’s preparation of the Earn-Out Statement and the data directly supporting the Earn-Out Determination and reasonable access to the individuals that participated in the preparation of the Earn-Out Statement and the calculation of the Earn-Out Determination; provided, that such access shall be for the sole purpose of reviewing the accuracy of the Earn- Out Statement and provided further, that all such books and records, working papers and other information so disclosed shall be kept confidential in accordance with the provisions of Section 1.15(h)as applicable.

Earn-Out Statement. Within twenty 3.1 Following the expiration of each Earn-out Period, the Purchaser shall examine the books and records of the Group in order to calculate the amount of the Earn-out Payment in respect of such Earn-out Period and the Purchaser shall promptly (20and, in any event, before the day falling 30 days after the expiration of each such Earn-out Period) business provide to each Vendor a statement giving notice of its conclusions and the proposed amount of the Earn-out Payment for such Earn-out Period to the Vendors (each, an “Earn-out Statement”). Such Earn-out Statement will include for each month by stock-keeping unit the volume of ******** sold, the ******** Gross Sales, the ******** Net Sales (broken down by category) and the calculation of the Average Net Selling Price and the Earn-out Payment. “********” = CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 3.2 Following the expiration of each of the First Year and the Second Year, the Purchaser shall promptly (and, in any event, before the day falling 30 days after the expiration of the Earn-Out Period, the Buyer shall furnish First Year or Second Year as applicable) provide to the Company Stockholder Representative (i) each Vendor a statement (the “Earn-Out Statement”) setting forth the Buyer’s good faith determination of the applicable Earn-Out Amount, if any, for the Earn-Out Period as well as a summary setting forth the material information underlying the calculation thereof (the “Earn-Out Determination”) and (ii) certificate of an appropriate, authorized executive officer of the Buyer certifying that the Earn-Out Determination was prepared reasonably and in good faith. Unless within the thirty (30) business-day period following the Company Stockholder Representative’s receipt with each of the Earn-Out Statement, the Company Stockholder Representative delivers written notice out Statements relating to the Buyer First Year or (as applicable) the “Earn-Out Dispute Notice”Second Year attached thereto) setting forth specifying the proposed aggregate amount payable to each Vendor in reasonable detail any and all items of disagreement related to the Earn-Out Statement (each, an “Item of Dispute”), then the Earn-Out Statement shall be conclusive and binding upon the Company Stockholder Representative, the Company Stockholders and the former holders of Company Options and the Earn-Out Determination shall be the final Earn-Out Amount (the “Final Earn-Out Amount”). After the delivery respect of the Earn-Out Statementout Payments for the First Year or, as applicable, the Company Stockholder Representative and its representatives shall be permitted reasonable access Second Year (including electronic accesseach, a “ Yearly Earn-out Statement”). 3.3 Following the delivery of a Yearly Earn-out Statement to the extent available), during normal business hours, to books and records and working papers of the BuyerVendors, the Surviving Corporation and their respective direct and indirect subsidiaries that are substantially relevant Purchaser shall promptly supply to the Buyer’s preparation Vendors (and any professional advisers appointed by any investor) such further information as is reasonably requested by the Vendors to verify the Yearly Earn-out Statement or any of the Earn-Out Statement and the data directly supporting the Earn-Out Determination and reasonable access out Statements required to the individuals that participated in the preparation of the Earn-Out Statement and the calculation of the Earn-Out Determination; provided, that such access shall be for the sole purpose of reviewing the accuracy of the Earn- Out Statement and provided further, that all such books and records, working papers and other information so disclosed shall be kept confidential in accordance with the provisions of Section 1.15(h)attached thereto under paragraph 3.