Common use of EBITDA Statement Clause in Contracts

EBITDA Statement. Within 75 calendar days after the last day of each of the Year 1 Earn-Out Period, the Year 2 Earn-Out Period and the Year 3 Earn-Out Period, the Buyer shall prepare, the Accountants shall review, and the Buyer shall deliver to AHG a statement reflecting the EBITDA from the consolidated operations of the Businesses during such Earn-Out Period (each, an "EBITDA STATEMENT"), which statement will be determined in accordance with GAAP, applied on a basis consistent with the financial statements of the Buyer and Parent for such period. The parties shall ensure that the Accountants have full access to the books, records, facilities and employees of the Businesses for purposes of reviewing the EBITDA Statement and shall cooperate with the Accountants to the extent reasonably requested to review the EBITDA Statement. The EBITDA Statement will be examined by AHG (and, if AHG so chooses, by a firm of independent certified public accountants), who shall, not later than 45 calendar days after receipt of the EBITDA Statement, raise any objections it has to the EBITDA Statement by notifying the Buyer in writing within such time period in a statement indicating the item or items disputed, AHG's proposed adjustments and an adjusted EBITDA Statement reflecting such adjustments (an "OBJECTION NOTICE"). During such 45 day period, AHG and any such independent certified public accountants shall have full access to the books and records, other financial information (including the working papers of the Accountants) and appropriate financial personnel of the Buyer reasonably necessary for the preparation of an Objection Notice. Absent delivery of an Objection Notice as provided above, the EBITDA Statement will be conclusive and binding upon the parties to this Agreement for the purposes of any purchase price adjustment under this Section 3.3. In the event that an Objection Notice is delivered by AHG as provided above, and if the Buyer and AHG are unable, within 15 calendar days after receipt by the Buyer of such Objection Notice, to resolve the disputed exceptions, such disputed exceptions will be referred to an Independent Accounting Firm mutually acceptable to AHG and the Buyer. The Independent Accounting Firm shall, within 60 days following its engagement by the Buyer and AHG for this purpose, deliver to AHG and the Buyer a written report determining such disputed exceptions (the "IAF EBITDA STATEMENT"). During such 60 day period, the Independent Accounting Firm shall have full access to the books and records, other financial information (including the working papers of the Accountants and AHG's accountants, if any) and appropriate financial personnel of the Buyer which the Independent Accounting Firm reasonably deems necessary or advisable for the preparation of the IAF EBITDA Statement. The EBITDA reflected in the IAF EBITDA Statement will be conclusive and binding upon the parties to this Agreement for the purposes of any purchase price adjustment under this Section 3.3, subject to application of the following provisions: (i) if the IAF EBITDA Statement reflects EBITDA in excess of $300,000 over the amount of the EBITDA reflected in the EBITDA Statement for the Earn-Out Period at issue, then EBITDA for such Earn-Out Period shall be deemed to be equal to the EBITDA reflected in the IAF EBITDA Statement, and the Buyer shall bear all the fees and disbursements of the Independent Accounting Firm in respect of its services under this Section 3.3 for such Earn-Out Period; (ii) if the IAF EBITDA Statement reflects EBITDA that is equal to or less than $300,000 over the amount of the EBITDA reflected in the EBITDA Statement for such Earn-Out Period, but greater than the amount of the EBITDA reflected in such EBITDA Statement, then EBITDA for such Earn-Out Period shall be 14

EBITDA Statement. Within 75 calendar thirty (30) days after following the last day completion of each of the Year 1 Earn-Out Periodten years referred to in Section 2.3(b), Buyer shall prepare and deliver to Sellers a statement showing the Year 2 Earn-Out Period annual EBITDA of each MLO Quarry and the Year 3 Earn-Out Period, Operations (the Buyer shall prepare, the Accountants shall review, and the Buyer shall deliver to AHG a statement reflecting the “Preliminary EBITDA from the consolidated operations Statement”). Following receipt of the Businesses during such Earn-Out Period Preliminary EBITDA Statement, Sellers shall be afforded a period of sixty (each, an "EBITDA STATEMENT"), which statement will be determined in accordance with GAAP, applied on a basis consistent with the financial statements of the Buyer and Parent for such period. The parties shall ensure that the Accountants have full access to the books, records, facilities and employees of the Businesses for purposes of reviewing the EBITDA Statement and shall cooperate with the Accountants to the extent reasonably requested 60) days to review the EBITDA Statement. The Preliminary EBITDA Statement will be examined (the “EBITDA Review Period”). To assist in any such review, Buyer shall make available to Sellers within five (5) days of Sellers so requesting, and to any independent accounting firm selected by AHG Sellers (and, if AHG so chooses, by a firm subject to such firm’s prior execution of Buyer’s standard confidentiality agreement attached hereto as Exhibit 2.4(a)(1) and Buyer’s independent certified public accountantsaccounting firm’s standard release attached hereto as Exhibit 2.4(a)(2)), who shallwhose fees and expenses shall be borne by Sellers, not later than 45 calendar days after receipt of the EBITDA Statement, raise any objections it has to the EBITDA Statement by notifying the Buyer in writing within such time period in a statement indicating the item or items disputed, AHG's proposed adjustments and an adjusted EBITDA Statement reflecting such adjustments (an "OBJECTION NOTICE"). During such 45 day period, AHG and any such independent certified public accountants shall have full access to the books and records, other financial information (including the working papers records of the Accountants) and appropriate financial personnel of the Buyer reasonably necessary for the preparation of an Objection Notice. Absent delivery of an Objection Notice as provided aboveOperations, the EBITDA Statement will be conclusive and binding upon the parties to this Agreement for the purposes of any purchase price adjustment under this Section 3.3. In the event that an Objection Notice is delivered by AHG as provided aboveBuyer’s accountants work papers, and if the Buyer and AHG are unable, within 15 calendar days after receipt such other records as reasonably requested by the Buyer of such Objection Notice, to resolve the disputed exceptions, such disputed exceptions will be referred to an Independent Accounting Firm mutually acceptable to AHG and the BuyerSellers. The Independent Accounting Firm shall, within 60 days following its engagement EBIDTA Review Period shall be extended by the Buyer and AHG one day for this purpose, deliver to AHG and the Buyer a written report determining such disputed exceptions (the "IAF EBITDA STATEMENT"). During such 60 each day period, the Independent Accounting Firm shall have full that access to the books and records, other financial information (including the working papers records of the Accountants and AHG's accountants, if any) and appropriate financial personnel Operations is denied or delayed by Buyer. At or before the end of the Buyer which the Independent Accounting Firm reasonably deems necessary or advisable for the preparation of the IAF EBITDA Statement. The EBITDA reflected in the IAF EBITDA Statement will be conclusive and binding upon the parties to this Agreement for the purposes of any purchase price adjustment under this Section 3.3Review Period, subject to application of the following provisions: Sellers shall either (i) if accept the IAF Preliminary EBITDA Statement reflects in its entirety or (ii) deliver to Buyer a written notice setting forth a detailed explanation of those items in the Preliminary EBITDA in excess Statement that Sellers dispute (a “ Notice of $300,000 over the amount EBITDA Dispute”). If Sellers do not deliver a Notice of EBITDA Dispute to Buyer within the EBITDA reflected in the EBITDA Statement for the Earn-Out Period at issueReview Period, then EBITDA for such Earn-Out Period Sellers shall be deemed to be equal to have accepted the EBITDA reflected in the IAF EBITDA Statement, and the Buyer shall bear all the fees and disbursements of the Independent Accounting Firm in respect of its services under this Section 3.3 for such Earn-Out Period; (ii) if the IAF Preliminary EBITDA Statement reflects EBITDA that is equal to or less than $300,000 over the amount of the EBITDA reflected in the EBITDA Statement for such Earn-Out Period, but greater than the amount of the EBITDA reflected in such EBITDA Statement, then EBITDA for such Earn-Out Period shall be 14its entirety.

EBITDA Statement. Within 75 calendar days after On or before February 1, 2020, Parent shall cause to be calculated and delivered to the last day of each Representative a statement (an “EBITDA Statement”), setting forth Parent’s calculation of the Year 1 Earn-Out Net EBITDA for the period beginning on January 1, 2019 and ending on December 31, 2019 (the “Measurement Period, ”). During the Year 2 Earn-Out Period and thirty (30) days following the Year 3 Earn-Out Period, the Buyer shall prepare, the Accountants shall review, and the Buyer shall deliver to AHG a statement reflecting delivery of the EBITDA from Statement, Parent shall provide the consolidated operations Representative and its advisors access to such accounting and other records of the Businesses during such Earn-Out Period (each, an "EBITDA STATEMENT"), which statement will be determined in accordance with GAAP, applied on a basis consistent with the financial statements of the Buyer and Parent for such period. The parties shall ensure that the Accountants have full access to the books, records, facilities and employees of the Businesses for purposes of reviewing the EBITDA Statement and shall cooperate with the Accountants Group Companies to the extent requested and reasonably requested necessary to review evaluate the accuracy of the EBITDA StatementStatements. The EBITDA Statement will be examined by AHG If, within thirty (and, if AHG so chooses, by a firm of independent certified public accountants), who shall, not later than 45 calendar 30) days after following receipt of the EBITDA Statement, raise any objections it has the Representative does not deliver to Parent written notice of a dispute with respect to the EBITDA Statement by notifying the Buyer in writing within such time period in a statement indicating the item or items disputed, AHG's proposed adjustments and an adjusted EBITDA Statement reflecting such adjustments (an "OBJECTION NOTICE"). During such 45 day period, AHG and any such independent certified public accountants shall have full access to the books and records, other financial information (including the working papers of the Accountants) and appropriate financial personnel of the Buyer reasonably necessary for the preparation of an Objection Notice. Absent delivery of an Objection Notice as provided above, the EBITDA Statement will be conclusive and binding upon the parties to this Agreement for the purposes of any purchase price adjustment under this Section 3.3. In the event that an Objection Notice is delivered by AHG as provided above, and if the Buyer and AHG are unable, within 15 calendar days after receipt by the Buyer of such Objection Notice, to resolve the disputed exceptions, such disputed exceptions will be referred to an Independent Accounting Firm mutually acceptable to AHG and the Buyer. The Independent Accounting Firm shall, within 60 days following its engagement by the Buyer and AHG for this purpose, deliver to AHG and the Buyer a written report determining such disputed exceptions (the "IAF EBITDA STATEMENT"). During such 60 day period, the Independent Accounting Firm shall have full access to the books and records, other financial information (including the working papers of the Accountants and AHG's accountants, if any) and appropriate financial personnel of the Buyer which the Independent Accounting Firm reasonably deems necessary or advisable for the preparation of the IAF EBITDA Statement. The EBITDA reflected in the IAF EBITDA Statement will be conclusive and binding upon the parties to this Agreement for the purposes of any purchase price adjustment under this Section 3.3, subject to application of the following provisions: (i) if the IAF EBITDA Statement reflects EBITDA in excess of $300,000 over the amount of the EBITDA reflected in the EBITDA Statement for the Earn-Out Period at issue, then EBITDA for such Earn-Out Period shall be deemed to be equal to the EBITDA reflected in the IAF EBITDA Statement, and the Buyer shall bear all the fees and disbursements of the Independent Accounting Firm in respect of its services under this Section 3.3 for such Earn-Out Period; (ii) if the IAF EBITDA Statement reflects EBITDA that is equal to or less than $300,000 over the amount of the EBITDA reflected in the EBITDA Statement for such Earn-Out Period, but greater than the amount of the EBITDA reflected calculations set forth in such EBITDA Statement, then the Net EBITDA set forth in the EBITDA Statement shall be deemed to be the Net EBITDA for all purposes under this Agreement and Parent shall pay, or cause the Company to pay, the applicable Additional Merger Consideration Payment no later than March 15, 2020. In the event the Representative delivers written notice to Parent within thirty (30) days of the delivery of the EBITDA Statement stating that the Representative objects to Parent’s calculation thereof and specifying the basis for such Earn-Out Period objection in reasonable detail and setting forth the proposed modification to such EBITDA Statement, such dispute shall be 14resolved in the same manner as any dispute regarding the Closing Statement in accordance with the provisions of Section 1.10(d) (for the avoidance of doubt, the Accounting Rules shall not apply to calculation of the Net EBITDA); provided, however, that once the Net EBITDA is finally determined pursuant to the provisions of Section 1.10(d), the applicable Additional Merger Consideration Payment (as defined below) shall be made no later than the later of (x) March 15, 2020 and (y) the date that is ten (10) days following such date of final determination.

EBITDA Statement. Within 75 calendar days after the last day of each of the Year 1 Earn-Out Period, the Year 2 Earn-Out Period and the Year 3 Earn-Out Period, the Buyer shall prepare, the Accountants shall review, and the Buyer shall deliver to AHG a statement reflecting the EBITDA from the consolidated operations of the Businesses during such Earn-Out Period (each, an "EBITDA STATEMENTStatement"), which statement will be determined in accordance with GAAP, applied on a basis consistent with the financial statements of the Buyer and the Parent for such period. The parties shall ensure that the Accountants have full access to the books, records, facilities and employees of the Businesses for purposes of reviewing the EBITDA Statement and shall cooperate with the Accountants to the extent reasonably requested to review the EBITDA Statement. The EBITDA Statement will be examined by AHG (and, if AHG so chooses, by a firm of independent certified public accountants), who shall, not later than 45 calendar days after receipt of the EBITDA Statement, raise any objections it has to the EBITDA Statement by notifying the Buyer in writing within such time period in a statement indicating the item or items disputed, AHG's proposed adjustments and an adjusted EBITDA Statement reflecting such adjustments (an "OBJECTION NOTICEObjection Notice"). During such 45 day period, AHG and any such independent certified public accountants shall have full access to the books and records, other financial information (including the working papers of the Accountants) and appropriate financial personnel of the Buyer reasonably necessary for the preparation of an Objection Notice. Absent delivery of an Objection Notice as provided above, the EBITDA Statement will be conclusive and binding upon the parties to this Agreement for the purposes of any purchase price adjustment under this Section 3.33.3(b). In the event that an Objection Notice is delivered by AHG as provided above, and if the Buyer and AHG are unable, within 15 calendar days after receipt by the Buyer of such Objection Notice, to resolve the disputed exceptions, such disputed exceptions will be referred to an Independent Accounting Firm mutually acceptable to AHG and the Buyer. The Independent Accounting Firm shall, within 60 days following its engagement by the Buyer and AHG for this purpose, deliver to AHG and the Buyer a written report determining such disputed exceptions (the "IAF EBITDA STATEMENTStatement"). During such 60 day period, the Independent Accounting Firm shall have full access to the books and records, other financial information (including the working papers of the Accountants and AHG's accountants, if any) and appropriate financial personnel of the Buyer which the Independent Accounting Firm reasonably deems necessary or advisable for the preparation of the IAF EBITDA Statement. The EBITDA reflected in the IAF EBITDA Statement will be conclusive and binding upon the parties to this Agreement for the purposes of any purchase price adjustment under this Section 3.33.3(b), subject to application of the following provisions: (i) if the IAF EBITDA Statement reflects EBITDA in excess of $300,000 over the amount of the EBITDA reflected in the EBITDA Statement for the Earn-Out Period at issue, then EBITDA for such Earn-Out Period shall be deemed to be equal to the EBITDA reflected in the IAF EBITDA Statement, and the Buyer shall bear all the fees and disbursements of the Independent Accounting Firm in respect of its services under this Section 3.3 3.3(b) for such Earn-Out Period; , (ii) if the IAF EBITDA Statement reflects EBITDA that is equal to or less than $300,000 over the amount of the EBITDA reflected in the EBITDA Statement for such Earn-Out Period, but greater than the amount of the EBITDA reflected in such EBITDA Statement, then EBITDA for such Earn-Out Period shall be 14deemed to be equal to (A) the sum of (1) the EBITDA reflected in the EBITDA Statement and (2) the EBITDA reflected in the IAF EBITDA Statement divided by (B) two, and AHG shall bear all the fees and disbursements of the Independent Accounting Firm in respect of its services under this Section 3.3(b) for the Earn-Out Period at issue; and (iii) if the IAF EBITDA Statement reflects EBITDA that is equal to or less than the amount of the EBITDA reflected in the EBITDA Statement for such Earn-Out Period, then EBITDA for such Earn-Out Period shall be deemed to be equal to the EBITDA reflected in the IAF EEITDA Statement, and AHG shall bear all the fees and disbursements of the Independent Accounting Firm in respect of its services under this Section 3.3(b) for the Earn-Out Period at issue.

EBITDA Statement. Within 75 calendar ninety (90) days after following the last day completion of each year referred to in Section 2.3(c), Buyer will prepare and deliver to Sellers a statement showing the annual EBITDA of Buyer (the "Preliminary EBITDA Statement"). Following receipt of the Year 1 Earn-Out PeriodPreliminary EBITDA Statement, the Year 2 Earn-Out Period and the Year 3 Earn-Out Period, the Buyer shall prepare, the Accountants shall review, and the Buyer shall deliver to AHG a statement reflecting the EBITDA from the consolidated operations of the Businesses during such Earn-Out Period (each, an "EBITDA STATEMENT"), which statement Sellers will be determined in accordance with GAAP, applied on afforded a basis consistent with the financial statements period of the Buyer and Parent for such period. The parties shall ensure that the Accountants have full access to the books, records, facilities and employees of the Businesses for purposes of reviewing the EBITDA Statement and shall cooperate with the Accountants to the extent reasonably requested sixty (60) days to review the Preliminary EBITDA StatementStatement (the "EBITDA Review Period"). To assist in any such review, Buyer will make available to Sellers' Representative within ten (10) days of Sellers so requesting, and to any independent accounting firm selected by Sellers (subject to such firm's prior execution of Buyer's standard confidentiality agreement attached hereto at Exhibit 2.4(a)(1) and Buyer's independent accounting firm's standard release attached hereto as Exhibit 2.4(a)(2)), whose fees and expenses shall be borne by Sellers, access to any publicly available information regarding the Buyer, including audit reports. The EBITDA Statement will Review Period shall be examined extended by AHG (and, if AHG so chooses, one day for each day that access to such information of Buyer is denied or delayed by a firm of independent certified public accountants), who shall, not later than 45 calendar days after receipt Buyer. At or before the end of the EBITDA StatementReview Period, raise any objections it has to Sellers' Representative must either (i) accept the Preliminary EBITDA Statement by notifying in its entirety or (ii) deliver to Buyer a written notice setting forth a detailed explanation of those items in the Buyer in writing within such time period in a statement indicating the item or items disputed, AHG's proposed adjustments and an adjusted Preliminary EBITDA Statement reflecting such adjustments that Sellers dispute (an a "OBJECTION NOTICENotice of EBITDA Dispute"). During such 45 day period, AHG and any such independent certified public accountants shall have full access If Sellers' Representative does not deliver a Notice of EBITDA Dispute to the books and records, other financial information (including the working papers of the Accountants) and appropriate financial personnel of the Buyer reasonably necessary for the preparation of an Objection Notice. Absent delivery of an Objection Notice as provided above, within the EBITDA Statement Review Period, Sellers will be conclusive and binding upon the parties to this Agreement for the purposes of any purchase price adjustment under this Section 3.3. In the event that an Objection Notice is delivered by AHG as provided above, and if the Buyer and AHG are unable, within 15 calendar days after receipt by the Buyer of such Objection Notice, to resolve the disputed exceptions, such disputed exceptions will be referred to an Independent Accounting Firm mutually acceptable to AHG and the Buyer. The Independent Accounting Firm shall, within 60 days following its engagement by the Buyer and AHG for this purpose, deliver to AHG and the Buyer a written report determining such disputed exceptions (the "IAF EBITDA STATEMENT"). During such 60 day period, the Independent Accounting Firm shall have full access to the books and records, other financial information (including the working papers of the Accountants and AHG's accountants, if any) and appropriate financial personnel of the Buyer which the Independent Accounting Firm reasonably deems necessary or advisable for the preparation of the IAF EBITDA Statement. The EBITDA reflected in the IAF EBITDA Statement will be conclusive and binding upon the parties to this Agreement for the purposes of any purchase price adjustment under this Section 3.3, subject to application of the following provisions: (i) if the IAF EBITDA Statement reflects EBITDA in excess of $300,000 over the amount of the EBITDA reflected in the EBITDA Statement for the Earn-Out Period at issue, then EBITDA for such Earn-Out Period shall be deemed to be equal to have accepted the EBITDA reflected in the IAF EBITDA Statement, and the Buyer shall bear all the fees and disbursements of the Independent Accounting Firm in respect of its services under this Section 3.3 for such Earn-Out Period; (ii) if the IAF Preliminary EBITDA Statement reflects EBITDA that is equal to or less than $300,000 over the amount of the EBITDA reflected in the EBITDA Statement for such Earn-Out Period, but greater than the amount of the EBITDA reflected in such EBITDA Statement, then EBITDA for such Earn-Out Period shall be 14its entirety.

EBITDA Statement. Within 75 calendar days after the last day of each of the Year 1 Earn-Out Period, the Year 2 Earn-Out Period and the Year 3 Earn-Out Period, the Buyer shall prepare, the Accountants shall review, and the Buyer shall deliver to AHG a statement reflecting the EBITDA from the consolidated operations of the Businesses during such Earn-Out Period (each, an "EBITDA STATEMENTStatement"), which statement will be determined in accordance with GAAP, applied on a basis consistent with the financial statements of the Buyer and Parent for such period. The parties shall ensure that the Accountants have full access to the books, records, facilities and employees of the Businesses for purposes of reviewing the EBITDA Statement and shall cooperate with the Accountants to the extent reasonably requested to review the EBITDA Statement. The EBITDA Statement will be examined by AHG (and, if AHG so chooses, by a firm of independent certified public accountants), who shall, not later than 45 calendar days after receipt of the EBITDA Statement, raise any objections it has to the EBITDA Statement by notifying the Buyer in writing within such time period in a statement indicating the item or items disputed, AHG's proposed adjustments and an adjusted EBITDA Statement reflecting such adjustments (an "OBJECTION NOTICEObjection Notice"). During such 45 day period, AHG and any such independent certified public accountants shall have full access to the books and records, other financial information (including the working papers of the Accountants) and appropriate financial personnel of the Buyer reasonably necessary for the preparation of an Objection Notice. Absent delivery of an Objection Notice as provided above, the EBITDA Statement will be conclusive and binding upon the parties to this Agreement for the purposes of any purchase price adjustment under this Section 3.3. In the event that an Objection Notice is delivered by AHG as provided above, and if the Buyer and AHG are unable, within 15 calendar days after receipt by the Buyer of such Objection Notice, to resolve the disputed exceptions, such disputed exceptions will be referred to an Independent Accounting Firm mutually acceptable to AHG and the Buyer. The Independent Accounting Firm shall, within 60 days following its engagement by the Buyer and AHG for this purpose, deliver to AHG and the Buyer a written report determining such disputed exceptions (the "IAF EBITDA STATEMENTStatement"). During such 60 day period, the Independent Accounting Firm shall have full access to the books and records, other financial information (including the working papers of the Accountants and AHG's accountants, if any) and appropriate financial personnel of the Buyer which the Independent Accounting Firm reasonably deems necessary or advisable for the preparation of the IAF EBITDA Statement. The EBITDA reflected in the IAF EBITDA Statement will be conclusive and binding upon the parties to this Agreement for the purposes of any purchase price adjustment under this Section 3.3, subject to application of the following provisions: (i) if the IAF EBITDA Statement reflects EBITDA in excess of $300,000 over the amount of the EBITDA reflected in the EBITDA Statement for the Earn-Out Period at issue, then EBITDA for such Earn-Out Period shall be deemed to be equal to the EBITDA reflected in the IAF EBITDA Statement, and the Buyer shall bear all the fees and disbursements of the Independent Accounting Firm in respect of its services under this Section 3.3 for such Earn-Out Period; (ii) if the IAF EBITDA Statement reflects EBITDA that is equal to or less than $300,000 over the amount of the EBITDA reflected in the EBITDA Statement for such Earn-Out Period, but greater than the amount of the EBITDA reflected in such EBITDA Statement, then EBITDA for such Earn-Out Period shall be 14deemed to be equal to (A) the sum of (1) the EBITDA reflected in the EBITDA Statement and (2) the EBITDA reflected in the IAF EBITDA Statement divided by (B) two, and AHG and the Executive Shareholders, on a joint and several basis, shall bear all the fees and disbursements of the Independent Accounting Firm in respect of its services under this Section 3.3 for the Earn-Out Period at issue; and (iii) if the IAF EBITDA Statement reflects EBITDA that is equal to or less than the amount of the EBITDA reflected in the EBITDA Statement for such Earn-Out Period, then EBITDA for such Earn-Out Period shall be deemed to be equal to the EBITDA reflected in the IAF EBITDA Statement, and AHG and the Executive Shareholders, on a joint and several basis, shall bear all the fees and disbursements of the Independent Accounting Firm in respect of its services under this Section 3.3 for the Earn-Out Period at issue.

EBITDA Statement. Within 75 calendar thirty (30) days after following the last day completion of each of the Year 1 Earn-Out Periodten years referred to in Section 2.3(b), Buyer shall prepare and deliver to Sellers a statement showing the Year 2 Earn-Out Period annual EBITDA of each MLO Quarry and the Year 3 Earn-Out Period, Operations (the Buyer shall prepare, the Accountants shall review, and the Buyer shall deliver to AHG a statement reflecting the "Preliminary EBITDA from the consolidated operations Statement"). Following receipt of the Businesses during such Earn-Out Period Preliminary EBITDA Statement, Sellers shall be afforded a period of sixty (each, an "EBITDA STATEMENT"), which statement will be determined in accordance with GAAP, applied on a basis consistent with the financial statements of the Buyer and Parent for such period. The parties shall ensure that the Accountants have full access to the books, records, facilities and employees of the Businesses for purposes of reviewing the EBITDA Statement and shall cooperate with the Accountants to the extent reasonably requested 60) days to review the EBITDA Statement. The Preliminary EBITDA Statement will be examined by AHG (and, if AHG so chooses, by a firm of independent certified public accountants), who shall, not later than 45 calendar days after receipt of the "EBITDA Statement, raise any objections it has to the EBITDA Statement by notifying the Buyer in writing within such time period in a statement indicating the item or items disputed, AHG's proposed adjustments and an adjusted EBITDA Statement reflecting such adjustments (an "OBJECTION NOTICEReview Period"). During such 45 day period, AHG and To assist in any such review, Buyer shall make available to Sellers within five (5) days of Sellers so requesting, and to any independent certified public accountants accounting firm selected by Sellers (subject to such firm's prior execution of Buyer's standard confidentiality agreement attached hereto as Exhibit 2.4(a)(1) and Buyer's independent accounting firm's standard release attached hereto as Exhibit 2.4(a)(2)), whose fees and expenses shall have be borne by Sellers, full access to the books and records, other financial information (including the working papers records of the Accountants) and appropriate financial personnel of the Buyer reasonably necessary for the preparation of an Objection Notice. Absent delivery of an Objection Notice as provided aboveOperations, the EBITDA Statement will be conclusive and binding upon the parties to this Agreement for the purposes of any purchase price adjustment under this Section 3.3. In the event that an Objection Notice is delivered by AHG as provided aboveBuyer's accountants work papers, and if the Buyer and AHG are unable, within 15 calendar days after receipt such other records as reasonably requested by the Buyer of such Objection Notice, to resolve the disputed exceptions, such disputed exceptions will be referred to an Independent Accounting Firm mutually acceptable to AHG and the BuyerSellers. The Independent Accounting Firm shall, within 60 days following its engagement EBIDTA Review Period shall be extended by the Buyer and AHG one day for this purpose, deliver to AHG and the Buyer a written report determining such disputed exceptions (the "IAF EBITDA STATEMENT"). During such 60 each day period, the Independent Accounting Firm shall have full that access to the books and records, other financial information (including the working papers records of the Accountants and AHG's accountants, if any) and appropriate financial personnel Operations is denied or delayed by Buyer. At or before the end of the Buyer which the Independent Accounting Firm reasonably deems necessary or advisable for the preparation of the IAF EBITDA Statement. The EBITDA reflected in the IAF EBITDA Statement will be conclusive and binding upon the parties to this Agreement for the purposes of any purchase price adjustment under this Section 3.3Review Period, subject to application of the following provisions: Sellers shall either (i) if accept the IAF Preliminary EBITDA Statement reflects in its entirety or (ii) deliver to Buyer a written notice setting forth a detailed explanation of those items in the Preliminary EBITDA in excess Statement that Sellers dispute (a "Notice of $300,000 over the amount EBITDA Dispute"). If Sellers do not deliver a Notice of EBITDA Dispute to Buyer within the EBITDA reflected in the EBITDA Statement for the Earn-Out Period at issueReview Period, then EBITDA for such Earn-Out Period Sellers shall be deemed to be equal to have accepted the EBITDA reflected in the IAF EBITDA Statement, and the Buyer shall bear all the fees and disbursements of the Independent Accounting Firm in respect of its services under this Section 3.3 for such Earn-Out Period; (ii) if the IAF Preliminary EBITDA Statement reflects EBITDA that is equal to or less than $300,000 over the amount of the EBITDA reflected in the EBITDA Statement for such Earn-Out Period, but greater than the amount of the EBITDA reflected in such EBITDA Statement, then EBITDA for such Earn-Out Period shall be 14its entirety.

EBITDA Statement. Within 75 calendar days As soon as possible and in any event no later than [*] Business Days after the last day of each of the Year 1 Earn-Out Period[*] and [*] respectively, the Year 2 Earn-Out Period Purchaser shall cause the Company, for the purpose of establishing the EBITDA Margin and the Year 3 Earn-Out PeriodRevenue for the period of [*] and [*] respectively, the Buyer shall prepare, the Accountants shall review, to prepare a draft statement setting out such EBITDA Margin and the Buyer shall deliver to AHG a statement reflecting the EBITDA from the consolidated operations of the Businesses during such Earn-Out Period (each, an "EBITDA STATEMENT"), which statement will be determined Revenue in accordance with GAAP, Dutch GAAP applied on a basis consistent with the financial statements Accounts and past practice (the “EBITDA Statement”) and the Purchaser shall cause the Company to submit this draft EBITDA Statement to the Seller and the Purchaser for it to review. Any objections to this draft EBITDA Statement shall be notified by one Party to the other Party within [*] Business Days of the Buyer draft EBITDA Statement being submitted. Where no objections have been submitted against the draft EBITDA Statement within the aforesaid objection period of [*] Business Days, the EBITDA Margin and Parent the Revenue reflected therein for the relevant period shall be binding on the Parties. Where any objection has been made, the Parties shall try to resolve the issue. Should they fail to do so within [*] Business Days of the end of the aforesaid objection period of [*] Business Days (the “Disagreement Date”), then any such unresolved issue (for the purpose of this Clause the “Open Issues”) shall be submitted to and settled by an accountant of an independent reputable firm or accountants (for the purpose of this Clause to be referred to as the “Accountant”) to be jointly appointed by the Parties within [*] Business Days of the Disagreement Date or, if the Parties fail to agree on such appointment within that period, by the Chairman of the Netherlands Institute of Registered Accountants (“NIVRA”). The parties Parties shall ensure that the Accountants have full access to the books, records, facilities and employees of the Businesses for purposes of reviewing immediately upon such appointment submit the EBITDA Statement and shall cooperate with the Accountants statements of their respective positions in writing to the extent reasonably requested to review the EBITDA StatementAccountant. The EBITDA Statement will be examined Accountant shall determine the further procedural rules at his discretion. The Parties undertake to procure that the Accountant shall finally resolve the Open Issues by AHG way of a binding advice (andbindend advies) in accordance with this Agreement and that the Accountant shall notify the Parties of his decision, if AHG so chooses, by a firm of independent certified public accountants), who shall, not later than 45 calendar days after receipt inter alia certifying the final version of the EBITDA StatementStatement and the resulting EBITDA margin and Revenue for [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. 13 the relevant period which he has established, raise as promptly as possible and in any objections it event no later than [*] Business Days after his appointment. The fees and expenses arising out of the engagement of the Accountant shall be borne by the party which has on balance been put in the wrong as decided by the Accountant. The failure of either the Seller or the Purchaser to timely submit to the EBITDA Statement by notifying Accountant a written statement of its position or to otherwise fail to respond to any request of the Buyer in writing within such time period in a statement indicating Accountant for information shall not preclude or delay the item or items disputedAccountant’s determination of the Open Issues on the basis of the information which will have been submitted. The Parties shall, AHG's proposed adjustments and an adjusted EBITDA Statement reflecting such adjustments (an "OBJECTION NOTICE"). During such 45 day periodthe Purchaser shall procure that the Company shall, AHG give all information and any such independent certified public accountants shall have full access assistance to the books and records, other financial information (including Accountant requested by the working papers of the Accountants) and appropriate financial personnel of the Buyer reasonably necessary Accountant for the preparation of an Objection Noticehis binding advice. Absent delivery of an Objection Notice as provided aboveSimultaneously with providing such information to the Accountant, the EBITDA Statement will be conclusive and binding upon Parties shall provide each other with the parties to this Agreement for the purposes of any purchase price adjustment under this Section 3.3. In the event that an Objection Notice is delivered by AHG as provided above, and if the Buyer and AHG are unable, within 15 calendar days after receipt by the Buyer of such Objection Notice, to resolve the disputed exceptions, such disputed exceptions will be referred to an Independent Accounting Firm mutually acceptable to AHG and the Buyer. The Independent Accounting Firm shall, within 60 days following its engagement by the Buyer and AHG for this purpose, deliver to AHG and the Buyer a written report determining such disputed exceptions (the "IAF EBITDA STATEMENT"). During such 60 day period, the Independent Accounting Firm shall have full access to the books and records, other financial information (including the working papers of the Accountants and AHG's accountants, if any) and appropriate financial personnel of the Buyer which the Independent Accounting Firm reasonably deems necessary or advisable for the preparation of the IAF EBITDA Statement. The EBITDA reflected in the IAF EBITDA Statement will be conclusive and binding upon the parties to this Agreement for the purposes of any purchase price adjustment under this Section 3.3, subject to application of the following provisions: (i) if the IAF EBITDA Statement reflects EBITDA in excess of $300,000 over the amount of the EBITDA reflected in the EBITDA Statement for the Earn-Out Period at issue, then EBITDA for such Earn-Out Period shall be deemed to be equal to the EBITDA reflected in the IAF EBITDA Statement, and the Buyer shall bear all the fees and disbursements of the Independent Accounting Firm in respect of its services under this Section 3.3 for such Earn-Out Period; (ii) if the IAF EBITDA Statement reflects EBITDA that is equal to or less than $300,000 over the amount of the EBITDA reflected in the EBITDA Statement for such Earn-Out Period, but greater than the amount of the EBITDA reflected in such EBITDA Statement, then EBITDA for such Earn-Out Period shall be 14same information.

EBITDA Statement. Within 75 calendar days after the last day of each of the Year 1 Earn-Out Period, the Year 2 Earn-Out Period and the Year 3 Earn-Out Period, the Buyer shall prepare, the Accountants shall review, and the Buyer shall deliver to AHG a statement reflecting the EBITDA from the consolidated operations of the Businesses during such Earn-Out Period (each, an "EBITDA STATEMENTStatement"), which statement will be determined in accordance with GAAP, applied on a basis consistent with the financial statements of the Buyer and Parent for such period. The parties shall ensure that the Accountants have full access to the books, records, facilities and employees of the Businesses for purposes of reviewing the EBITDA Statement and shall cooperate with the Accountants to the extent reasonably requested to review the EBITDA Statement. The EBITDA Statement will be examined by AHG (and, if AHG so chooses, by a firm of independent certified public accountants), who shall, not later than 45 calendar days after receipt of the EBITDA Statement, raise any objections it has to the EBITDA Statement by notifying the Buyer in writing within such time period in a statement indicating the item or items disputed, AHG's proposed adjustments and an adjusted EBITDA Statement reflecting such adjustments (an "OBJECTION NOTICEObjection Notice"). During such 45 day period, AHG and any such independent certified public accountants shall have full access to the books and records, other financial information (including the working papers of the Accountants) and appropriate financial personnel of the Buyer reasonably necessary for the preparation of an Objection Notice. Absent delivery of an Objection Notice as provided above, the EBITDA Statement will be conclusive and binding upon the parties to this Agreement for the purposes of any purchase price adjustment under this Section 3.33.3A(b). In the event that an Objection Notice is delivered by AHG as provided above, and if the Buyer and AHG are unable, within 15 calendar days after receipt by the Buyer of such Objection Notice, to resolve the disputed exceptions, such disputed exceptions will be referred to an Independent Accounting Firm mutually acceptable to AHG and the Buyer. The Independent Accounting Firm shall, within 60 days following its engagement by the Buyer and AHG for this purpose, deliver to AHG and the Buyer a written report determining such disputed exceptions (the "IAF EBITDA STATEMENTStatement"). During such 60 day period, the Independent Accounting Firm shall have full access to the books and records, other financial information (including the working papers of the Accountants and AHG's accountants, if any) and appropriate financial personnel of the Buyer which the Independent Accounting Firm reasonably deems necessary or advisable for the preparation of the IAF EBITDA Statement. The EBITDA reflected in the IAF EBITDA Statement will be conclusive and binding upon the parties to this Agreement for the purposes of any purchase price adjustment under this Section 3.33.3A(b), subject to application of the following provisions: (i) if the IAF EBITDA Statement reflects EBITDA in excess of $300,000 over the amount of the EBITDA reflected in the EBITDA Statement for the Earn-Out Period at issue, then EBITDA for such Earn-Out Period shall be deemed to be equal to the EBITDA reflected in the IAF EBITDA Statement, and the Buyer shall bear all the fees and disbursements of the Independent Accounting Firm in respect of its services under this Section 3.3 3.3A(b) for such Earn-Out Period; , (ii) if the IAF EBITDA Statement reflects EBITDA that is equal to or less than $300,000 over the amount of the EBITDA reflected in the EBITDA Statement for such Earn-Out Period, but greater than the amount of the EBITDA reflected in such EBITDA Statement, then EBITDA for such Earn-Out Period shall be 14deemed to be equal to (A) the sum of (1) the EBITDA reflected in the EBITDA Statement and (2) the EEITDA reflected in the IAF EBITDA Statement divided by (B) two, and AHG and the Executive Shareholders, on a joint and several basis, shall bear all the fees and disbursements of the Independent Accounting Firm in respect of its services under this Section 3.3A(b) for the Earn-Out Period at issue; and (iii) if the IAF EBITDA Statement reflects EBITDA that is equal to or less than the amount of the EBITDA reflected in the EBITDA Statement for such Earn-Out Period, then EBITDA for such Earn-Out Period shall be deemed to be equal to the EBITDA reflected in the IAF EEITDA Statement, and AHG and the Executive Shareholders, on a joint and several basis, shall bear all the fees and disbursements of the Independent Accounting Firm in respect of its services under this Section 3.3A(b) for the Earn-Out Period at issue.

EBITDA Statement. (i) Within 75 calendar thirty (30) days after the last day issuance of each audited financial statements of Parent (on a consolidated basis) for the fiscal year ended December 31, 2017, but in no event later than April 30, 2018, Parent shall deliver to the Representative a statement of Company Cumulative EBITDA (the “EBITDA Statement”), including a calculation of the Year 1 amount of the Earn-Out PeriodPayment, in each case accompanied by reasonable supporting or underlying documentation used in preparation thereof, including the stand-alone consolidated balance sheet and statements of operations and cash flows for the fiscal years ended December 31, 2015, December 31, 2016 and December 31, 2017 of the Stand-Alone Business. (ii) During the forty-five (45) day period following the delivery of the EBITDA Statement, the Year 2 EarnRepresentative and its accountants and other advisors and representatives shall be permitted reasonable access at reasonable times to review the Surviving Company’s and its Subsidiaries’ books and records and any work papers (subject to the receipt by the disclosing party of a standard non-Out Period and the Year 3 Earn-Out Period, the Buyer shall prepare, the Accountants shall review, and the Buyer shall deliver to AHG a statement reflecting the EBITDA from the consolidated operations of the Businesses during such Earn-Out Period (each, an "EBITDA STATEMENT"disclosure agreement), which statement will be determined in accordance with GAAPeach case, applied on a basis consistent with the financial statements of the Buyer and Parent for such period. The parties shall ensure that the Accountants have full access related to the books, records, facilities and employees preparation of the Businesses for purposes of reviewing the EBITDA Statement and shall cooperate with the Accountants to the extent reasonably requested to review the EBITDA Statement. The Representative and its accountants and other representatives may make inquiries of the Parent and the Surviving Company regarding questions concerning or disagreements with the EBITDA Statement will be examined arising in the course of their review thereof. Within forty-five (45) days following delivery by AHG (and, if AHG so chooses, by a firm of independent certified public accountants), who shall, not later than 45 calendar days after receipt Parent of the EBITDA Statement, raise any objections the Representative shall deliver written notice to Parent stating whether it has to accepts or disputes the EBITDA Statement by notifying the Buyer in writing within such time period in a statement indicating the item or items disputed, AHG's proposed adjustments and an adjusted EBITDA Statement reflecting such adjustments (an "OBJECTION NOTICE"). During such 45 day period, AHG and any such independent certified public accountants shall have full access to the books and records, other financial information (including the working papers accuracy of the Accountants) and appropriate financial personnel of calculations reflected in the Buyer reasonably necessary for the preparation of an Objection Notice. Absent delivery of an Objection Notice as provided above, the EBITDA Statement will be conclusive and binding upon the parties to this Agreement for the purposes of any purchase price adjustment under this Section 3.3. In the event that an Objection Notice is delivered by AHG as provided above, and if the Buyer and AHG are unable, within 15 calendar days after receipt by the Buyer of such Objection Notice, to resolve the disputed exceptions, such disputed exceptions will be referred to an Independent Accounting Firm mutually acceptable to AHG and the Buyer. The Independent Accounting Firm shall, within 60 days following its engagement by the Buyer and AHG for this purpose, deliver to AHG and the Buyer a written report determining such disputed exceptions (the "IAF EBITDA STATEMENT"). During such 60 day period, the Independent Accounting Firm shall have full access to the books and records, other financial information (including the working papers of the Accountants and AHG's accountants, if any) and appropriate financial personnel of the Buyer which the Independent Accounting Firm reasonably deems necessary or advisable for the preparation of the IAF EBITDA Statement. The EBITDA reflected in If the IAF EBITDA Statement will be conclusive and binding upon Representative accepts the parties to this Agreement for the purposes of any purchase price adjustment under this Section 3.3, subject to application of the following provisions: (i) if the IAF EBITDA Statement reflects EBITDA in excess of $300,000 over the amount of the EBITDA calculations reflected in the EBITDA Statement for or if the Representative does not notify Parent of a dispute with respect to the EBITDA Statement within such forty-five (45) day period, then the calculation of the Earn-Out Period at issuePayment (prepared in accordance with this Section 1.16(b)) shall be deemed final, then conclusive and binding on the parties and the Securityholders in all respects, subject to clause (iv) below. Any dispute by the Representative with respect to the calculation of Cumulative Company EBITDA shall be resolved, mutatis mutandis, in the time and manner specified for such the resolution of any dispute concerning the Closing Statement as set forth in Section 1.08. For the avoidance of doubt, the foregoing shall not limit or restrict any Party to this Agreement from undertaking any Action in accordance with Section 12.16 that arises from or alleges any breach or violation of this Agreement (including, without limitation, any breach or violation of the provisions of this Section 1.16). (iii) Within five (5) Business Days following the final resolution of the Earn-Out Period Payment, Parent shall pay an amount equal to the finally determined Earn-Out Payment to the Securityholders in accordance with the mechanism for the payment of the Post-Closing Adjustment Payment as set forth in Section 1.09(a). (iv) Parent, Merger Sub and the Surviving Company make no representations or warranties to the Representative or Securityholders regarding Company Cumulative EBITDA, the abilities of the Stand-Alone Business to meet any forecast or projection of Company Cumulative EBITDA or whether an Earn-Out Payment will be payable hereunder. The Parent and the Representative shall make commercially reasonable efforts to comply with the timing requirements set forth in this Section 1.16(b), but, in the absence of bad faith, neither Party shall be deemed to be equal in breach of this Agreement, or to have waived its rights hereunder, on the EBITDA reflected in basis of not satisfying the IAF EBITDA Statement, and the Buyer shall bear all the fees and disbursements of the Independent Accounting Firm in respect of its services under this Section 3.3 for such Earn-Out Period; (ii) if the IAF EBITDA Statement reflects EBITDA that is equal to or less than $300,000 over the amount of the EBITDA reflected in the EBITDA Statement for such Earn-Out Period, but greater than the amount of the EBITDA reflected in such EBITDA Statement, then EBITDA for such Earn-Out Period shall be 14timing requirements set forth therein.

EBITDA Statement. Within 75 calendar days As soon as possible and in any event no later than [*] Business Days after the last day of each of the Year 1 Earn-Out Period[*] and [*] respectively, the Year 2 Earn-Out Period Purchaser shall cause the Company, for the purpose of establishing the EBITDA Margin and the Year 3 Earn-Out PeriodRevenue for the period of [*] and [*] respectively, the Buyer shall prepare, the Accountants shall review, to prepare a draft statement setting out such EBITDA Margin and the Buyer shall deliver to AHG a statement reflecting the EBITDA from the consolidated operations of the Businesses during such Earn-Out Period (each, an "EBITDA STATEMENT"), which statement will be determined Revenue in accordance with GAAP, Dutch GAAP applied on a basis consistent with the financial statements Accounts and past practice (the “EBITDA Statement”) and the Purchaser shall cause the Company to submit this draft EBITDA Statement to the Seller and the Purchaser for it to review. Any objections to this draft EBITDA Statement shall be notified by one Party to the other Party within [*] Business Days of the Buyer draft EBITDA Statement being submitted. Where no objections have been submitted against the draft EBITDA Statement within the aforesaid objection period of [*] Business Days, the EBITDA Margin and Parent the Revenue reflected therein for the relevant period shall be binding on the Parties. Where any objection has been made, the Parties shall try to resolve the issue. Should they fail to do so within [*] Business Days of the end of the aforesaid objection period of [*] Business Days (the “Disagreement Date”), then any such unresolved issue (for the purpose of this Clause the “Open Issues”) shall be submitted to and settled by an accountant of an independent reputable firm or accountants (for the purpose of this Clause to be referred to as the “Accountant”) to be jointly appointed by the Parties within [*] Business Days of the Disagreement Date or, if the Parties fail to agree on such appointment within that period, by the Chairman of the Netherlands Institute of Registered Accountants (“NIVRA”). The parties Parties shall ensure that the Accountants have full access to the books, records, facilities and employees of the Businesses for purposes of reviewing immediately upon such appointment submit the EBITDA Statement and shall cooperate with the Accountants statements of their respective positions in writing to the extent reasonably requested to review the EBITDA StatementAccountant. The EBITDA Statement will be examined Accountant shall determine the further procedural rules at his discretion. The Parties undertake to procure that the Accountant shall finally resolve the Open Issues by AHG way of a binding advice (andbindend advies) in accordance with this Agreement and that the Accountant shall notify the Parties of his decision, if AHG so chooses, by a firm of independent certified public accountants), who shall, not later than 45 calendar days after receipt inter alia certifying the final version of the EBITDA StatementStatement and the resulting EBITDA margin and Revenue for [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. the relevant period which he has established, raise as promptly as possible and in any objections it event no later than [*] Business Days after his appointment. The fees and expenses arising out of the engagement of the Accountant shall be borne by the party which has on balance been put in the wrong as decided by the Accountant. The failure of either the Seller or the Purchaser to timely submit to the EBITDA Statement by notifying Accountant a written statement of its position or to otherwise fail to respond to any request of the Buyer in writing within such time period in a statement indicating Accountant for information shall not preclude or delay the item or items disputedAccountant’s determination of the Open Issues on the basis of the information which will have been submitted. The Parties shall, AHG's proposed adjustments and an adjusted EBITDA Statement reflecting such adjustments (an "OBJECTION NOTICE"). During such 45 day periodthe Purchaser shall procure that the Company shall, AHG give all information and any such independent certified public accountants shall have full access assistance to the books and records, other financial information (including Accountant requested by the working papers of the Accountants) and appropriate financial personnel of the Buyer reasonably necessary Accountant for the preparation of an Objection Noticehis binding advice. Absent delivery of an Objection Notice as provided aboveSimultaneously with providing such information to the Accountant, the EBITDA Statement will be conclusive and binding upon Parties shall provide each other with the parties to this Agreement for the purposes of any purchase price adjustment under this Section 3.3. In the event that an Objection Notice is delivered by AHG as provided above, and if the Buyer and AHG are unable, within 15 calendar days after receipt by the Buyer of such Objection Notice, to resolve the disputed exceptions, such disputed exceptions will be referred to an Independent Accounting Firm mutually acceptable to AHG and the Buyer. The Independent Accounting Firm shall, within 60 days following its engagement by the Buyer and AHG for this purpose, deliver to AHG and the Buyer a written report determining such disputed exceptions (the "IAF EBITDA STATEMENT"). During such 60 day period, the Independent Accounting Firm shall have full access to the books and records, other financial information (including the working papers of the Accountants and AHG's accountants, if any) and appropriate financial personnel of the Buyer which the Independent Accounting Firm reasonably deems necessary or advisable for the preparation of the IAF EBITDA Statement. The EBITDA reflected in the IAF EBITDA Statement will be conclusive and binding upon the parties to this Agreement for the purposes of any purchase price adjustment under this Section 3.3, subject to application of the following provisions: (i) if the IAF EBITDA Statement reflects EBITDA in excess of $300,000 over the amount of the EBITDA reflected in the EBITDA Statement for the Earn-Out Period at issue, then EBITDA for such Earn-Out Period shall be deemed to be equal to the EBITDA reflected in the IAF EBITDA Statement, and the Buyer shall bear all the fees and disbursements of the Independent Accounting Firm in respect of its services under this Section 3.3 for such Earn-Out Period; (ii) if the IAF EBITDA Statement reflects EBITDA that is equal to or less than $300,000 over the amount of the EBITDA reflected in the EBITDA Statement for such Earn-Out Period, but greater than the amount of the EBITDA reflected in such EBITDA Statement, then EBITDA for such Earn-Out Period shall be 14same information.

EBITDA Statement. Within 75 calendar days after the last day of each of the Year 1 Earn-Out Period, the Year 2 Earn-Out Period and the Year 3 Earn-Out Period, the Buyer shall prepare, the Accountants shall review, and the Buyer shall deliver to AHG a statement reflecting the EBITDA from the consolidated operations of the Businesses during such Earn-Out Period (each, an "EBITDA STATEMENT"), which statement will be determined in accordance with GAAP, applied on a basis consistent with the financial statements of the Buyer and Parent for such period. The parties shall ensure that the Accountants have full access to the books, records, facilities and employees of the Businesses for purposes of reviewing the EBITDA Statement and shall cooperate with the Accountants to the extent reasonably requested to review the EBITDA Statement. The EBITDA Statement will be examined by AHG (and, if AHG so chooses, by a firm of independent certified public accountants), who shall, not later than 45 calendar days after receipt of the EBITDA Statement, raise any objections it has to the EBITDA Statement by notifying the Buyer in writing within such time period in a statement indicating the item or items disputed, AHG's proposed adjustments and an adjusted EBITDA Statement reflecting such adjustments (an "OBJECTION NOTICE"). During such 45 day period, AHG and any such independent certified public accountants shall have full access to the books and records, other financial information (including the working papers of the Accountants) and appropriate financial personnel of the Buyer reasonably necessary for the preparation of an Objection Notice. Absent delivery of an Objection Notice as provided above, the EBITDA Statement will be conclusive and binding upon the parties to this Agreement for the purposes of any purchase price adjustment under this Section 3.3. In the event that an Objection Notice is delivered by AHG as provided above, and if the Buyer and AHG are unable, within 15 calendar days after receipt by the Buyer of such Objection Notice, to resolve the disputed exceptions, such disputed exceptions will be referred to an Independent Accounting Firm mutually acceptable to AHG and the Buyer. The Independent Accounting Firm shall, within 60 days following its engagement by the Buyer and AHG for this purpose, deliver to AHG and the Buyer a written report determining such disputed exceptions (the "IAF EBITDA STATEMENT"). During such 60 day period, the Independent Accounting Firm shall have full access to the books and records, other financial information (including the working papers of the Accountants and AHG's accountants, if any) and appropriate financial personnel of the Buyer which the Independent Accounting Firm reasonably deems necessary or advisable for the preparation of the IAF EBITDA Statement. The EBITDA reflected in the IAF EBITDA Statement will be conclusive and binding upon the parties to this Agreement for the purposes of any purchase price adjustment under this Section 3.3, subject to application of the following provisions: (i) if the IAF EBITDA Statement reflects EBITDA in excess of $300,000 over the amount of the EBITDA reflected in the EBITDA Statement for the Earn-Out Period at issue, then EBITDA for such Earn-Out Period shall be deemed to be equal to the EBITDA reflected in the IAF EBITDA Statement, and the Buyer shall bear all the fees and disbursements of the Independent Accounting Firm in respect of its services under this Section 3.3 for such Earn-Out Period; (ii) if the IAF EBITDA Statement reflects EBITDA that is equal to or less than $300,000 over the amount of the EBITDA reflected in the EBITDA Statement for such Earn-Out Period, but greater than the amount of the EBITDA reflected in such EBITDA Statement, then EBITDA for such Earn-Out Period shall be 14deemed to be equal to (A) the sum of (1) the EBITDA reflected in the EBITDA Statement and (2) the EBITDA reflected in the IAF EBITDA Statement divided by (B) two, and AHG and the Executive Shareholders, on a joint and several basis, shall bear all the fees and disbursements of the Independent Accounting Firm in respect of its services under this Section 3.3 for the Earn-Out Period at issue; and (iii) if the IAF EBITDA Statement reflects EBITDA that is equal to or less than the amount of the EBITDA reflected in the EBITDA Statement for such Earn-Out Period, then EBITDA for such Earn-Out Period shall be deemed to be equal to the EBITDA reflected in the IAF EBITDA Statement, and AHG and the Executive Shareholders, on a joint and several basis, shall bear all the fees and disbursements of the Independent Accounting Firm in respect of its services under this Section 3.3 for the Earn-Out Period at issue.

EBITDA Statement. Within 75 calendar ninety (90) days after following the last day completion of each year referred to in Section 2.3(c), Buyer will prepare and deliver to Sellers a statement showing the annual EBITDA of Buyer (the “Preliminary EBITDA Statement”). Following receipt of the Year 1 Earn-Out PeriodPreliminary EBITDA Statement, the Year 2 Earn-Out Period and the Year 3 Earn-Out Period, the Buyer shall prepare, the Accountants shall review, and the Buyer shall deliver to AHG a statement reflecting the EBITDA from the consolidated operations of the Businesses during such Earn-Out Period (each, an "EBITDA STATEMENT"), which statement Sellers will be determined in accordance with GAAP, applied on afforded a basis consistent with the financial statements period of the Buyer and Parent for such period. The parties shall ensure that the Accountants have full access to the books, records, facilities and employees of the Businesses for purposes of reviewing the EBITDA Statement and shall cooperate with the Accountants to the extent reasonably requested sixty (60) days to review the Preliminary EBITDA StatementStatement (the “EBITDA Review Period”). To assist in any such review, Buyer will make available to Sellers’ Representative within ten (10) days of Sellers so requesting, and to any independent accounting firm selected by Sellers (subject to such firm’s prior execution of Buyer’s standard confidentiality agreement attached hereto at Exhibit 2.4(a)(1) and Buyer’s independent accounting firm’s standard release attached hereto as Exhibit 2.4(a)(2)), whose fees and expenses shall be borne by Sellers, access to any publicly available information regarding the Buyer, including audit reports. The EBITDA Statement will Review Period shall be examined extended by AHG (and, if AHG so chooses, one day for each day that access to such information of Buyer is denied or delayed by a firm of independent certified public accountants), who shall, not later than 45 calendar days after receipt Buyer. At or before the end of the EBITDA StatementReview Period, raise any objections it has to Sellers’ Representative must either (i) accept the Preliminary EBITDA Statement by notifying the Buyer in writing within such time period in a statement indicating the item its entirety or items disputed, AHG's proposed adjustments and an adjusted EBITDA Statement reflecting such adjustments (an "OBJECTION NOTICE"). During such 45 day period, AHG and any such independent certified public accountants shall have full access to the books and records, other financial information (including the working papers of the Accountantsii) and appropriate financial personnel of the Buyer reasonably necessary for the preparation of an Objection Notice. Absent delivery of an Objection Notice as provided above, the EBITDA Statement will be conclusive and binding upon the parties to this Agreement for the purposes of any purchase price adjustment under this Section 3.3. In the event that an Objection Notice is delivered by AHG as provided above, and if the Buyer and AHG are unable, within 15 calendar days after receipt by the Buyer of such Objection Notice, to resolve the disputed exceptions, such disputed exceptions will be referred to an Independent Accounting Firm mutually acceptable to AHG and the Buyer. The Independent Accounting Firm shall, within 60 days following its engagement by the Buyer and AHG for this purpose, deliver to AHG and the Buyer a written report determining such disputed exceptions notice setting forth a detailed explanation of those items in the Preliminary EBITDA Statement that Sellers dispute (the "IAF a “Notice of EBITDA STATEMENT"Dispute”). During such 60 day period, the Independent Accounting Firm shall have full access If Sellers’ Representative does not deliver a Notice of EBITDA Dispute to the books and records, other financial information (including the working papers of the Accountants and AHG's accountants, if any) and appropriate financial personnel of the Buyer which the Independent Accounting Firm reasonably deems necessary or advisable for the preparation of the IAF EBITDA Statement. The EBITDA reflected in the IAF EBITDA Statement will be conclusive and binding upon the parties to this Agreement for the purposes of any purchase price adjustment under this Section 3.3, subject to application of the following provisions: (i) if the IAF EBITDA Statement reflects EBITDA in excess of $300,000 over the amount of within the EBITDA reflected in the EBITDA Statement for the Earn-Out Period at issueReview Period, then EBITDA for such Earn-Out Period shall Sellers will be deemed to be equal to have accepted the EBITDA reflected in the IAF EBITDA Statement, and the Buyer shall bear all the fees and disbursements of the Independent Accounting Firm in respect of its services under this Section 3.3 for such Earn-Out Period; (ii) if the IAF Preliminary EBITDA Statement reflects EBITDA that is equal to or less than $300,000 over the amount of the EBITDA reflected in the EBITDA Statement for such Earn-Out Period, but greater than the amount of the EBITDA reflected in such EBITDA Statement, then EBITDA for such Earn-Out Period shall be 14its entirety.