Common use of Procedures Applicable to Determination of the Earn-out Payment Clause in Contracts

Procedures Applicable to Determination of the Earn-out Payment. (i) On or before July 15, 2016 Buyer will prepare and deliver to Seller a written statement (an “Earn-out Calculation Statement”) setting forth in reasonable detail its determination of the Calculation Period EBITDA as of June 30, 2016 and its calculation of any resulting Earn-out Payment (an “Earn-out Calculation”). (ii) Seller will have twenty (20) days after receipt of the Earn-out Calculation Statement (the “Review Period”) to review the Earn-out Calculation Statement. During the Review Period, Seller will have the right to inspect the Company’s books and records for the purposes reasonably related to the determinations of Adjusted EBITDA and the resulting Earn-out Payment. Prior to the expiration of the Review Period, Seller may object to the Earn-out Calculation set forth in the Earn-out Calculation Statement by delivering a written notice of objection (an “Earn-out Calculation Objection Notice”) to Buyer. Any Earn-out Calculation Objection Notice must specify the items in the applicable Earn-Out Calculation disputed by Seller and must describe in reasonable detail the basis for such objection, as well as the amount in dispute. If Seller fails to deliver an Earn-out Calculation Objection Notice to Buyer prior to the expiration of the Review Period, then the Earn-out Calculation set forth in the Earn-out Calculation Statement will be final and binding on the Parties and: 1. the Earn-Out Payment will be payable to the Seller within ten (10) days (or such other period agreed by the parties) of the expiration of the Review Period; and 2. the Buyer and the Seller agree and undertake to immediately provide executed written instruct ions (in accordance with the requirements of the Escrow Agreement) to the Escrow Agent to disburse an amount equal to the Earn-out Payment (in Australian dollars) to the Seller. (iii) If Seller timely delivers an Earn-out Calculation Objection Notice, Buyer and Seller will negotiate in good faith to resolve the disputed items and agree upon the resulting amount of Adjusted EBITDA and the resulting Earn-out Payment. If Buyer and Seller are unable to reach an agreement within seven (7) days after such Earn-out Calculation Objection Notice has been given, all unresolved disputed items must be promptly referred to an impartial internationally recognized firm of independent certified public accountants, other than Seller’s and Buyer’s accountants (the “Independent Accountant”). The Independent Accountant must be directed to render a written report on the unresolved disputed items as promptly as practicable, but in no event greater than seven (7) days after such submission to the Independent Accountant, and to resolve only those unresolved disputed items set forth in the Earn-out Calculation Objection Notice. If unresolved disputed items are submitted to the Independent Accountant, Buyer and Seller must each furnish to the Independent Accountant such work papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Accountant may reasonably request. The Independent Accountant must resolve the disputed items based solely on the applicable definitions and other terms in this Agreement and the presentations by Buyer and Seller, and not by independent review. The resolution of the dispute and the calculation of Adjusted EBITDA that is the subject of the applicable Earn-out Calculation Objection Notice by the Independent Accountant will be final and binding on the Parties and: 1. the Earn-Out Payment will be payable to the Seller within 10 days (or such other period agreed by the parties) of the resolution of the dispute and calculation of the Adjusted EBITDA by the Independent Accountant; and 2. the Buyer and the Seller agree and undertake to immediately provide executed written instruct ions (in accordance with the requirements of the Escrow Agreement) to the Escrow Agent to disburse an amount equal to the Earn-out Payment (in Australian dollars) to the Seller. (iv) The fees and expenses of the Independent Accountant will be borne equally by Seller and Buyer.

Procedures Applicable to Determination of the Earn-out Payment. (i) On or before July 15the date which is sixty (60) days after the last day of the Earn Out Period, 2016 the Buyer will prepare and shall deliver to Seller a written statement the Sellers’ Representatives (an such date of delivery, the “Earn-out Earn Out Calculation StatementDelivery Date”) setting forth in reasonable detail its good faith determination of Adjusted EBITDA for the Calculation Earn Out Period EBITDA as of June 30, 2016 and its calculation of any resulting Earn-out Payment (an the “Earn-out Earn Out Calculation”)) and the basis for such calculation. The Sellers’ Representatives and the Sellers’ Representatives’ accountants shall be given reasonable access to the books and records of the Companies upon reasonable notice to verify the applicable Earn Out Calculation. (ii) Seller will have twenty On or before the thirtieth (2030th) days after receipt of day following the Earn-out Earn Out Calculation Statement (Delivery Date, the “Review Period”) to review the Earn-out Calculation Statement. During the Review Period, Seller will have the right to inspect the Company’s books and records for the purposes reasonably related Sellers’ Representatives may deliver to the determinations of Adjusted EBITDA and the resulting Earn-out Payment. Prior to the expiration of the Review Period, Seller may object to the Earn-out Calculation set forth in the Earn-out Calculation Statement by delivering Buyer a written notice of objection (an “Earn-out "Earn Out Calculation Objection Notice”) with respect to Buyerthe Earn Out Calculation. Any Earn-out If no Earn Out Calculation Objection Notice must is delivered by the Sellers’ Representatives to the Buyer before the expiration of such thirty (30) day period, then the Earn Out Calculation shall be final and binding on the parties hereto as Adjusted EBITDA for the Earn Out Period. Any Earn Out Calculation Objection Notice shall specify the items in the applicable Earn-Earn Out Calculation disputed by Seller the Sellers’ Representatives and must shall describe in reasonable detail the basis for such objection, as well as the amount in disputedispute and the Sellers’ Representatives’ determination of Adjusted EBITDA for the Earn Out Period. If Seller fails to deliver an Earn-out Earn Out Calculation Objection Notice to Buyer prior to the expiration of the Review Periodis delivered in accordance with this Section 1.4(b)(ii), then the Earn-out Calculation set forth in the Earn-out Calculation Statement will be final and binding on the Parties and: 1. the Earn-Out Payment will be payable to the Seller within ten (10) days (or such other period agreed by the parties) of the expiration of the Review Period; and 2. the Buyer and the Seller agree and undertake to immediately provide executed written instruct ions (in accordance Sellers’ Representatives shall consult with the requirements of the Escrow Agreement) each other with respect to the Escrow Agent to disburse an amount equal to objection set forth therein. If the Earn-out Payment (in Australian dollars) to the Seller. (iii) If Seller timely delivers an Earn-out Calculation Objection Notice, Buyer and Seller will negotiate in good faith to resolve the disputed items and agree upon the resulting amount of Adjusted EBITDA and the resulting Earn-out Payment. If Buyer and Seller Sellers’ Representatives are unable to reach an agreement within seven fifteen (715) days after such Earn-out an Earn Out Calculation Objection Notice has been given, all unresolved disputed items must shall be promptly referred to an impartial internationally recognized firm of independent certified public accountants, other than Seller’s and Buyer’s accountants (the “Independent Accountant”)Accounting Firm. The Independent Accountant must Accounting Firm shall be directed to render a written report on the unresolved disputed items issues with respect to the Earn Out Calculation as promptly as practicable, but in no event greater than seven thirty (730) days after such submission to the Independent AccountantAccounting Firm, and to resolve only those unresolved disputed items issues of dispute set forth in the Earn-out Earn Out Calculation Objection Notice. If unresolved disputed items issues are submitted to the Independent AccountantAccounting Firm, the Buyer and Seller must the Sellers’ Representatives will each furnish to the Independent Accountant Accounting Firm such work papers, schedules and other documents and information relating to the unresolved disputed items issues as the Independent Accountant Accounting Firm may reasonably request. The Independent Accountant must Accounting Firm shall establish the procedures it shall follow (including procedures with regard to the presentation of evidence) giving due regard to the mutual intention of the Buyer and the Sellers’ Representatives to resolve the disputed items based solely on the applicable definitions and other terms in this Agreement amounts as quickly, efficiently and the presentations by Buyer and Seller, and not by independent reviewinexpensively as possible. The resolution of the dispute and the calculation of Adjusted EBITDA that is the subject of the applicable Earn-out Earn Out Calculation Objection Notice by the Independent Accountant will Accounting Firm shall be final and binding on the Parties and: 1parties hereto. the Earn-Out Payment will be payable to the Seller within 10 days (or such other period agreed by the parties) of the resolution of the dispute and calculation of the Adjusted EBITDA by the Independent Accountant; and 2. the Buyer and the Seller agree and undertake to immediately provide executed written instruct ions (in accordance with the requirements of the Escrow Agreement) to the Escrow Agent to disburse an amount equal to the Earn-out Payment (in Australian dollars) to the Seller. (iv) The fees and expenses of the Independent Accountant will Accounting Firm shall be borne equally allocated between the Buyer and Sellers in the proportion that the amounts determined by Seller and Buyerthe Independent Accounting Firm against each party bears to the total amount in dispute (determined with respect to dollar amount).

Procedures Applicable to Determination of the Earn-out Payment. (i) On or before July Within fifteen (15) days of the completion of the LFC Audited Financial Statements for the last year of the Earn-Out Period (the “Earn-Out Calculation Delivery Date”), 2016 Buyer will Acquiror shall prepare and deliver to Seller the Shareholder Representative a written statement (an the “Earn-out Out Calculation Statement”) setting forth in reasonable detail its determination of the Calculation Period EBITDA as of June 30, 2016 Adjusted LFC Net Income and its calculation of any the resulting Earn-out Out Payment (an the “Earn-out Out Calculation”)) together with copies of the LFC Audited Financial Statements. (ii) Seller will The Shareholder Representative shall have twenty ten (2010) days after receipt of the Earn-out Out Calculation Statement (the “Review Period”) to review the Earn-out Out Calculation StatementStatement and the Earn-Out Calculation set forth therein. During the Review Period, Seller will the Shareholder Representative and its authorized representatives shall have the right to inspect the CompanyLFC’s books and records during normal business hours at Acquiror’s or LFC’s offices (as appropriate), upon reasonable prior notice and solely for the purposes reasonably related to the determinations of Adjusted EBITDA LFC Net Income and the resulting Earn-out Out Payment. Prior to the expiration of the Review Period, Seller the Shareholder Representative may object to the Earn-out Out Calculation set forth in the Earn-out Out Calculation Statement by delivering a written notice of objection (an “Earn-out Out Calculation Objection Notice”) to BuyerAcquiror. Any The Earn-out Out Calculation Objection Notice must shall specify the items in the applicable Earn-Out Calculation disputed by Seller the Shareholder Representative and must shall describe in reasonable detail the basis for such objection, as well as the amount in dispute. If Seller the Shareholder Representative fails to deliver an Earn-out Out Calculation Objection Notice to Buyer Acquiror prior to the expiration of the Review Period, then the Earn-out Out Calculation set forth in the Earn-out Out Calculation Statement will shall be final and binding on the Parties and: 1parties hereto. If the Earn-Out Payment will be payable to the Seller within ten (10) days (or such other period agreed by the parties) of the expiration of the Review Period; and 2. the Buyer and the Seller agree and undertake to immediately provide executed written instruct ions (in accordance with the requirements of the Escrow Agreement) to the Escrow Agent to disburse an amount equal to the Earn-out Payment (in Australian dollars) to the Seller. (iii) If Seller Shareholder Representative timely delivers an Earn-out Out Calculation Objection Notice, Buyer Acquiror and Seller will the Shareholder Representative shall negotiate in good faith to resolve the disputed items and agree upon the resulting amount of Adjusted EBITDA and the resulting Earn-out Out Payment. If Buyer Acquiror and Seller the Shareholder Representative are unable to reach an agreement within seven ten (710) days after such an Earn-out Out Calculation Objection Notice has been given, all unresolved disputed items must shall be promptly referred to an impartial internationally recognized firm of independent certified public accountants, other than Seller’s and Buyer’s accountants (the “Independent Accountant”)Accountants. The Independent Accountant must Accountants shall be directed by Acquiror and the Shareholder Representative to render use their Best Efforts to make a written report on the unresolved disputed items as promptly as practicable, but in no event greater than seven (7) days after such submission binding determination with respect to the Independent Accountant, and to resolve only those unresolved disputed items set forth in the Earn-out Out Calculation Objection Notice. If unresolved disputed items are submitted to Notice as soon as practicable within ten (10) days after the Independent Accountantdate of their engagement, Buyer and Seller must each furnish to the Independent Accountant but in no event later than thirty (30) days after such work papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Accountant may reasonably requestdate. The Independent Accountant must Accountants shall resolve the disputed items based solely on the applicable definitions and other terms in this Agreement and the presentations by Buyer Acquiror and Sellerthe Shareholder Representative, and not by independent review. The resolution Independent Accountants’ determination of the dispute and the calculation of Adjusted EBITDA that is the subject of the applicable Earn-out Calculation Objection Notice by the Independent Accountant will be final and binding on the Parties and: 1. unresolved disputed items set forth in the Earn-Out Payment will Calculation Objection Notice shall be payable conclusive and binding upon Acquiror, the Shareholder Representative and each former holder of Company Senior Preferred Stock, Company Series A Preferred Stock and Company Common Stock entitled to receive a portion of any Earn-Out Payment. Acquiror and the Seller within 10 days Shareholder Representative (or such other period agreed by the parties) in his representative capacity on behalf of the resolution of the dispute and calculation of the Adjusted EBITDA Earn-Out Participants) shall execute any agreement required by the Independent Accountant; and 2Accountants to accept their engagement. The fees and costs of the Buyer and the Seller agree and undertake to immediately provide executed written instruct ions (in accordance Independent Accountants shall be paid one-half by Acquiror with the requirements other one-half deducted from the amount of the Escrow Agreement) to the Escrow Agent to disburse an amount equal to the Earn-out Payment (in Australian dollars) to the SellerOut Payment. (iv) The fees and expenses of the Independent Accountant will be borne equally by Seller and Buyer.

Procedures Applicable to Determination of the Earn-out Payment. (i) On or before July 15the date which is one hundred twenty (120) days after the last day of the Earn-Out Period (such date, 2016 the “Earn-Out Calculation Delivery Date”), Buyer will shall prepare and deliver to Seller a written statement (an the “Earn-out Out Calculation Statement”) setting forth in reasonable detail its determination of Net Revenue for the Calculation Earn-Out Period EBITDA as of June 30, 2016 and its calculation of any the resulting Earn-out Out Payment (an the “Earn-out Out Calculation”). (ii) Seller will shall have twenty thirty (2030) days after receipt of the Earn-out Out Calculation Statement (the “Earn-Out Review Period”) to review the Earn-out Out Calculation StatementStatement and the Earn-Out Calculation set forth therein. During the Earn-Out Review Period, Seller will and its accountants shall have the right to inspect the CompanyBuyer’s books and records during normal business hours at Buyer’s offices, upon reasonable prior notice and solely for the purposes reasonably related to the determinations of Adjusted EBITDA Net Revenue and the resulting Earn-out Out Payment. Prior to the expiration of the Earn-Out Review Period, Seller may object to the Earn-out Out Calculation set forth in the Earn-out Out Calculation Statement by delivering a written notice of objection (an “Earn-out Out Calculation Objection Notice”) to Buyer. Any Earn-out Out Calculation Objection Notice must shall specify the items in the applicable Earn-Out Calculation disputed by Seller and must shall describe in reasonable detail the basis for such objection, as well as to the extent reasonably determinable the amount in dispute. If Seller fails fail to deliver an Earn-out Out Calculation Objection Notice to Buyer prior to the expiration of the Earn-Out Review Period, then the Earn-out Out Calculation set forth in the Earn-out Out Calculation Statement will shall be final and binding on the Parties and: 1parties hereto. the Earn-Out Payment will be payable to the Seller within ten (10) days (or such other period agreed by the parties) of the expiration of the Review Period; and 2. the Buyer and the Seller agree and undertake to immediately provide executed written instruct ions (in accordance with the requirements of the Escrow Agreement) to the Escrow Agent to disburse an amount equal to the Earn-out Payment (in Australian dollars) to the Seller. (iii) If Seller timely delivers an Earn-out Out Calculation Objection Notice, Buyer and Seller will shall negotiate in good faith to resolve the disputed items and agree upon the resulting amount of Adjusted EBITDA the Net Revenue and the resulting Earn-out Out Payment. If Buyer and Seller are unable to reach an agreement within seven thirty (730) days after such an Earn-out Out Calculation Objection Notice has been given, all unresolved disputed items must shall be promptly referred to an impartial internationally recognized firm of independent certified public accountants, other than Seller’s and Buyer’s accountants the Independent Accountant (the “Independent Accountant”as defined below). The Independent Accountant must shall be directed to render a written report on the unresolved disputed items with respect to the applicable Earn-Out Calculation as promptly as practicable, but in no event greater than seven thirty (730) days after such submission to the Independent Accountant, and to resolve only those unresolved disputed items set forth in the Earn-out Out Calculation Objection Notice. If unresolved disputed items are submitted to the Independent Accountant, Buyer Bxxxx and Seller must shall each furnish to the Independent Accountant such work papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Accountant may reasonably request. Each of Buyer and Sxxxxx also may deliver to the Independent Accountant such information as each may deem appropriate for such accountant’s consideration of the disputed items. The Independent Accountant must shall resolve the disputed items based solely on the applicable definitions and other terms in this Agreement and the presentations or information provided by Buyer and Seller, and not by independent review. The resolution of the dispute and the calculation of Adjusted EBITDA Net Revenue that is the subject of the applicable Earn-out Out Calculation Objection Notice by the Independent Accountant will shall be final and binding on the Parties and: 1parties hereto absent manifest error. the Earn-Out Payment will be payable to the Seller within 10 days (or such other period agreed by the parties) of the resolution of the dispute and calculation of the Adjusted EBITDA by the Independent Accountant; and 2. the Buyer and the Seller agree and undertake to immediately provide executed written instruct ions (in accordance with the requirements of the Escrow Agreement) to the Escrow Agent to disburse an amount equal to the Earn-out Payment (in Australian dollars) to the Seller. (iv) The fees and expenses of the Independent Accountant will shall be borne equally by Seller and BuyerBuyer in proportion to the amounts by which their calculation of Net Revenue differs from Net Revenue, as finally determined by the Independent Accountant.

Procedures Applicable to Determination of the Earn-out Payment. (ia) On or before July 15the date which is thirty (30) days after the conclusion of the Measurement Period, 2016 which shall be construed as September 30, 2016, the Buyer will shall prepare and deliver to the Seller a written statement (an “Earn-out Calculation Statement”) setting forth in reasonable detail its determination calculation of the Calculation Period EBITDA as of June 30, 2016 and its calculation of any resulting Earn-out Out Payment (an the “Earn-out CalculationOut Calculation Statement”). A copy of the proposed Earn-Out Calculation Statement is annexed hereto as Schedule 1.4.2(a). (iib) The Seller will shall have twenty thirty (2030) days after receipt of the Earn-out Out Calculation Statement (the “Review Period”) to review the Earn-out Out Calculation Statement. During the Review Period, the Seller will and its accountants shall have the right to inspect the CompanyBuyer’s books and records during normal business hours at the Buyer’s offices, upon reasonable prior notice and solely for the purposes reasonably related to the determinations of Adjusted EBITDA and the resulting Earn-out Out Payment. Prior to the expiration of the Review Period, the Seller may object to the Earn-out Calculation set forth in the Earn-out Out Calculation Statement by delivering a written notice of objection (an the “Earn-out Calculation Out Objection Notice”) to the Buyer. Any Earn-out Calculation Out Objection Notice must shall specify the items in the applicable Earn-Out Calculation Statement disputed by the Seller and must shall describe in reasonable detail the basis for such objection, as well as the amount in dispute. If the Seller fails to deliver an Earn-out Calculation Out Objection Notice to the Buyer prior to the expiration of the Review Period, then the Earn-out Calculation set forth in the Earn-out Out Calculation Statement will shall be final and binding on the Parties and: 1parties hereto. If the Earn-Out Payment will be payable to the Seller within ten (10) days (or such other period agreed by the parties) of the expiration of the Review Period; and 2. the Buyer and the Seller agree and undertake to immediately provide executed written instruct ions (in accordance with the requirements of the Escrow Agreement) to the Escrow Agent to disburse an amount equal to the Earn-out Payment (in Australian dollars) to the Seller. (iii) If Seller timely delivers an Earn-out Calculation Out Objection Notice, the Buyer and the Seller will shall negotiate in good faith to resolve the disputed items and agree upon the resulting amount of Adjusted Actual EBITDA and the resulting Earn-out Out Payment. If the Buyer and the Seller are unable to reach an agreement within seven thirty (730) days after such an Earn-out Calculation Out Objection Notice has been given, all unresolved disputed items must shall be promptly referred to an impartial internationally nationally recognized firm of independent certified public accountants, other than the Seller’s and accountants or the Buyer’s accountants accountants, appointed by mutual agreement of the Buyer and the Seller (the “Independent Accountant”). The Independent Accountant must shall be directed to render a written report on the unresolved disputed items with respect to the applicable Earn-Out Calculation Statement as promptly as practicable, but in no event greater than seven thirty (730) days after such submission to the Independent Accountant, and to resolve only those unresolved disputed items set forth in the Earn-out Calculation Out Objection Notice. If unresolved disputed items are submitted to the Independent Accountant, the Buyer and the Seller must shall each furnish to the Independent Accountant such work papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Accountant may reasonably request. The Independent Accountant must shall resolve the disputed items based solely on the applicable definitions and other terms in this Agreement and the presentations by the Buyer and the Seller, and not by independent review. The resolution of the dispute and the calculation of Adjusted Actual EBITDA that is the subject of the applicable Earn-out Calculation Out Objection Notice by the Independent Accountant will shall be final and binding on the Parties and: 1parties hereto. the Earn-Out Payment will be payable to the Seller within 10 days (or such other period agreed by the parties) of the resolution of the dispute and calculation of the Adjusted EBITDA by the Independent Accountant; and 2. the Buyer and the Seller agree and undertake to immediately provide executed written instruct ions (in accordance with the requirements of the Escrow Agreement) to the Escrow Agent to disburse an amount equal to the Earn-out Payment (in Australian dollars) to the Seller. (iv) The fees and expenses of the Independent Accountant will shall be borne equally by the Seller and Buyerthe Buyer in proportion to the amounts by which their respective calculations of Actual EBITDA differ from Actual EBITDA as finally determined by the Independent Accountant.

Procedures Applicable to Determination of the Earn-out Payment. (i) On or before July 15the date that is 90 days after the last day of the Earn-Out Period (the “Earn-Out Calculation Delivery Date”), 2016 Buyer will shall prepare and deliver to Seller a written statement (an the “Earn-out Out Calculation Statement”) setting forth in reasonable detail its determination of Adjusted EBITDA for the Calculation Earn-Out Period EBITDA as of June 30, 2016 and its calculation of any the resulting Earn-out Out Payment (an the “Earn-out Out Calculation”), and enclosing or attaching copies of all documents, records and work papers used or created in connection with preparation of the Earn-Out Calculation Statement and the Earn-Out Calculation set forth thereon. (ii) Seller will shall have twenty (20) 30 days after receipt of the Earn-out Out Calculation Statement (the “Earn-Out Review Period”) to review the Earn-out Out Calculation StatementStatement and the Earn-Out Calculation set forth therein. During the Earn-Out Review Period, Seller will and its accountants shall have the right to inspect the Company’s books and records of the Company, the Buyer, their respective Affiliates, in each case during normal business hours at the Company's, the Buyer’s, or such Affiliate’s offices, upon reasonable prior notice and solely for the purposes reasonably related to the determinations of Adjusted EBITDA and the resulting Earn-out Out Payment. Prior to the expiration of the Earn-Out Review Period, Seller may object to the Earn-out Out Calculation set forth in the Earn-out Out Calculation Statement by delivering a written notice of objection (an “Earn-out Out Calculation Objection Notice”) to Buyer. Any Earn-out Out Calculation Objection Notice must shall specify the items in the applicable Earn-Out Calculation disputed by Seller and must shall describe in reasonable detail the basis for such objection, as well as the amount in dispute. If Seller fails to deliver an Earn-out Out Calculation Objection Notice to Buyer prior to the expiration of the Earn-Out Review Period, then the Earn-out Out Calculation set forth in the Earn-out Out Calculation Statement will shall be final and binding on the Parties and: 1hereto. the Earn-Out Payment will be payable to the Seller within ten (10) days (or such other period agreed by the parties) of the expiration of the Review Period; and 2. the Buyer and the Seller agree and undertake to immediately provide executed written instruct ions (in accordance with the requirements of the Escrow Agreement) to the Escrow Agent to disburse an amount equal to the Earn-out Payment (in Australian dollars) to the Seller. (iii) If Seller timely delivers an Earn-out Out Calculation Objection Notice, Buyer and Seller will shall negotiate in good faith to resolve the disputed items and agree upon the resulting amount of the Adjusted EBITDA and the resulting Earn-out Out Payment. If Buyer and Seller are unable to reach an agreement within seven (7) 15 days after such an Earn-out Out Calculation Objection Notice has been given, all unresolved disputed items must shall be promptly referred to an impartial internationally recognized firm of independent certified public accountants, other than Seller’s and Buyer’s accountants (the “Independent Accountant”). The Independent Accountant must shall be directed to render a written report on the unresolved disputed items with respect to the applicable Earn-Out Calculation as promptly as practicable, but in no event greater than seven (7) 30 days after such submission to the Independent Accountant, and to resolve only those unresolved disputed items set forth in the Earn-out Out Calculation Objection Notice. If unresolved disputed items are submitted to the Independent Accountant, Buyer and Seller must shall each furnish to the Independent Accountant such work papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Accountant may reasonably request. The Independent Accountant must shall resolve the disputed items based solely on the applicable definitions and other terms in this Agreement and the presentations by Buyer and Seller, and not by independent review. The resolution of the dispute and the calculation of Adjusted EBITDA that is the subject of the applicable Earn-out Out Calculation Objection Notice by the Independent Accountant will shall be final and binding on the Parties and: 1hereto. the Earn-Out Payment will be payable to the Seller within 10 days (or such other period agreed by the parties) of the resolution of the dispute and calculation of the Adjusted EBITDA by the Independent Accountant; and 2. the Buyer and the Seller agree and undertake to immediately provide executed written instruct ions (in accordance with the requirements of the Escrow Agreement) to the Escrow Agent to disburse an amount equal to the Earn-out Payment (in Australian dollars) to the Seller. (iv) The fees and expenses of the Independent Accountant will shall be borne equally by Seller and Buyer.

Procedures Applicable to Determination of the Earn-out Payment. (i) On or before July 15Within 45 days after the end of each Calculation Period during the Earn-out Period (the “Earn-out Calculation Delivery Date”), 2016 Buyer will shall prepare and deliver to Seller the Sellers’ Representative a written statement prepared in good faith in the form as set forth in Exhibit I (an the “Earn-out Calculation Statement”) setting forth in reasonable detail its Buyer’s determination of the LTM EBITDA for each Calculation Period EBITDA as of June 30, 2016 during the Earn-out Period and its calculation of any the resulting Earn-out Payment (an the “Earn-out Calculation”), if any. (ii) Seller will Sellers shall have twenty (20) 30 days after receipt of the Earn-out Calculation Statement (the “Review Period”) to review the Earn-out Calculation StatementStatement and the Earn-out Calculation set forth therein. During the Review Period, Seller will the Sellers, the Sellers’ Representative and its representatives shall have the right to inspect the Company’s books and records during normal business hours at the Company’s offices, upon reasonable prior notice and solely for the purposes reasonably related to the determinations of Adjusted LTM EBITDA for each Calculation Period during the Earn-out Period and the resulting Earn-out Payment. Prior to the expiration of the Review Period, Seller Sellers’ Representative may object to the Earn-out Calculation in respect to any Calculation Period set forth in the Earn-out Calculation Statement by delivering a written notice of objection (an the “Earn-out Calculation Objection Notice”) to Buyer. Any The Earn-out Calculation Objection Notice must shall specify the items in the applicable Earn-Out out Calculation and the Calculation Period(s) that are disputed by Seller Sellers and must shall describe in reasonable detail the basis for such objection, as well as the amount in disputedispute for each item. If Seller fails to deliver an Earn-out Calculation Objection Notice to Buyer prior to the expiration Following delivery of the Review Period, then the Earn-out Calculation set forth in the Earn-out Calculation Statement will be final and binding on the Parties and: 1. the Earn-Out Payment will be payable to the Seller within ten (10) days (or such other period agreed by the parties) of the expiration of the Review Period; and 2. the Buyer and the Seller agree and undertake to immediately provide executed written instruct ions (in accordance with the requirements of the Escrow Agreement) to the Escrow Agent to disburse an amount equal to the Earn-out Payment (in Australian dollars) to the Seller. (iii) If Seller timely delivers an Earn-out Calculation Objection Notice, Buyer and Seller will Sellers’ Representative shall negotiate in good faith to resolve the disputed items and agree upon the resulting amount of Adjusted EBITDA and the resulting Earn-out Payment. If Buyer and Seller Sellers’ Representative are unable to reach an agreement within seven (7) 30 days after delivery of such Earn-out Calculation Objection Notice has been givenNotice, all unresolved disputed items must shall be promptly referred to an the Accountant (or, if the Accountant is unable or unwilling to serve, such other impartial internationally nationally recognized firm of independent certified public accountants, other than Seller’s and but not Sellers’ accountants or Buyer’s accountants or any firm that performed services for Buyer or any Seller within the prior 24 months or is currently being solicited to provide services to the Buyer or any Seller, as Buyer and Sellers may appoint by mutual agreement (and if another accounting firm is so appointed, references in this Section 1.6(c)(ii) to the “Independent Accountant”Accountant shall be deemed to refer to such accounting firm). The Independent Sellers’ Representative and Buyer shall execute any agreement reasonably required by the Accountant must for its engagement hereunder. The Accountant shall be directed to render a written report on the unresolved disputed items with respect to the applicable Earn-out Calculation as promptly as practicable, but in no event greater later than seven (7) 30 days after such submission to the Independent Accountant, and to resolve only those unresolved disputed items that are set forth in the Earn-out Calculation Objection Notice (in all instances, the Accountant’s determinations must be within the range of the amounts asserted by Buyer and the Sellers’ Representative within the Earn-Out Calculation Statement and Earn-Out Calculation Objection Notice, respectively). If unresolved disputed items are submitted to the Independent Accountant, Buyer and Seller must Sellers’ Representative shall each furnish to the Independent Accountant such work papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Accountant may reasonably request. The Independent Accountant must shall resolve the disputed items based solely on the applicable definitions and other terms in of this Agreement and the presentations by Buyer and SellerSellers’ Representative, and not by independent review. The resolution of the dispute disputed items and the resulting calculation of Adjusted LTM EBITDA that is and the subject of the applicable Earn-out Calculation Objection Notice Payment by the Independent Accountant will shall be final and binding on the Parties and: 1hereto. the Earn-Out Payment will be payable to the Seller within 10 days (or such other period agreed by the parties) of the resolution of the dispute and calculation of the Adjusted EBITDA by the Independent Accountant; and 2. the Buyer and the Seller agree and undertake to immediately provide executed written instruct ions (in accordance with the requirements of the Escrow Agreement) to the Escrow Agent to disburse an amount equal to the Earn-out Payment (in Australian dollars) to the Seller. (iv) The fees and expenses of the Independent Accountant will shall be borne equally by Seller Sellers, severally in proportion to their Pro Rata Share, and BuyerBuyer in proportion to the amounts by which their respective calculations of LTM EBITDA differ from LTM EBITDA as finally determined by the Accountant.

Procedures Applicable to Determination of the Earn-out Payment. (i) On or before July 15the date which is 45 days after the last day of each Calculation Period (each such date, 2016 an “Earn-out Calculation Delivery Date”), Buyer will shall prepare and deliver to Seller a written statement (in each case, an “Earn-out Calculation Statement”) setting forth in reasonable detail its determination of the General Revenue Amount and Specified Revenue Amount for the applicable Calculation Period EBITDA as of June 30, 2016 and its calculation of any the resulting Earn-out Payment (in each case, an “Earn-out Calculation”). (ii) Seller will shall have twenty (20) 30 days after receipt of the Earn-out Calculation Statement for each Calculation Period (in each case, the “Earn-out Review Period”) to review the Earn-out Calculation StatementStatement and the Earn-out Calculation set forth therein. During the Earn-out Review Period, Seller will and its Representatives shall have the right to inspect the CompanyBuyer’s books and records of the Business during normal business hours at Buyer’s offices, upon reasonable prior notice and solely for the purposes reasonably related to the determinations of Adjusted EBITDA the General Revenue Amount and the Specified Revenue Amount, and the resulting Earn-out Payment. Prior to the expiration of the Earn-out Review Period, Seller may object to the Earn-out Calculation set forth in the Earn-out Calculation Statement for the applicable Calculation Period by delivering a written notice of objection (an “Earn-out Calculation Objection Notice”) to Buyer. Any Earn-out Calculation Objection Notice must shall specify the items in the applicable Earn-Out out Calculation disputed by Seller and must shall describe in reasonable detail the basis for such objection, as well as the amount in dispute. If Seller fails to deliver an Earn-out Calculation Objection Notice to Buyer prior to the expiration of the Earn-out Review Period, then the Earn-out Calculation set forth in the Earn-out Calculation Statement will shall be final and binding on the Parties and: 1Parties. the Earn-Out Payment will be payable to the Seller within ten (10) days (or such other period agreed by the parties) of the expiration of the Review Period; and 2. the Buyer and the Seller agree and undertake to immediately provide executed written instruct ions (in accordance with the requirements of the Escrow Agreement) to the Escrow Agent to disburse an amount equal to the Earn-out Payment (in Australian dollars) to the Seller. (iii) If Seller timely delivers an Earn-out Calculation Objection Notice, Buyer and Seller will shall negotiate in good faith to resolve the disputed items and agree upon the resulting amount of Adjusted EBITDA General Revenue Amount, Specified Revenue Amount, and the resulting Earn-out PaymentPayment for the applicable Calculation Period. If Buyer and Seller are unable to reach an agreement within seven (7) 30 days after such an Earn-out Calculation Objection Notice has been given, all unresolved disputed items must shall be promptly referred to an impartial internationally recognized firm of independent certified public accountants, other than Seller’s and Buyer’s accountants (the “Independent Accountant”). The Independent Accountant must shall be directed to render a written report on the unresolved disputed items with respect to the applicable Earn-out Calculation as promptly as practicable, but in no event greater more than seven (7) 30 days after such submission to the Independent Accountant, and to resolve only those unresolved disputed items set forth in the Earn-out Calculation Objection Notice. If unresolved disputed items are submitted to the Independent Accountant, Buyer and Seller must shall each furnish to the Independent Accountant such work papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Accountant may reasonably request. The Independent Accountant must shall resolve the disputed items based solely on the applicable definitions and other terms in this Agreement and the presentations by Buyer and Seller, and not by independent review. The resolution of the dispute and the calculation of Adjusted EBITDA the General Revenue Amount and/or Specified Revenue Amount that is the subject of the applicable Earn-out Calculation Objection Notice by the Independent Accountant will shall be final and binding on the Parties and: 1Parties. the Earn-Out Payment will be payable to the Seller within 10 days (or such other period agreed by the parties) of the resolution of the dispute and calculation of the Adjusted EBITDA by the Independent Accountant; and 2. the Buyer and the Seller agree and undertake to immediately provide executed written instruct ions (in accordance with the requirements of the Escrow Agreement) to the Escrow Agent to disburse an amount equal to the Earn-out Payment (in Australian dollars) to the Seller. (iv) The fees and expenses of the Independent Accountant will shall be borne equally by Seller and BuyerBuyer in proportion to the amounts by which their respective calculations of the Earn-out Payment differ from the Earn-out Payment as finally determined by the Independent Accountant.

Procedures Applicable to Determination of the Earn-out Payment. (ia) On or before July 15the date which is thirty (30) days after the conclusion of the Measurement Period, 2016 which shall be construed as May 31, 2016, the Buyer will shall prepare and deliver to the Seller a written statement (an “Earn-out Calculation Statement”) setting forth in reasonable detail its determination calculation of the Calculation Period EBITDA as of June 30, 2016 and its calculation of any resulting Earn-out Out Payment (an “the "Earn-out Calculation”Out Calculation Statement"). (iib) The Seller will shall have twenty thirty (2030) days after receipt of the Earn-out Out Calculation Statement (the “"Review Period”") to review the Earn-out Out Calculation Statement. During the Review Period, the Seller will and its accountants shall have the right to inspect the Company’s Buyer's books and records during normal business hours at the Buyer's offices, upon reasonable prior notice and solely for the purposes reasonably related to the determinations of Adjusted EBITDA and the resulting Earn-out Out Payment. Prior to the expiration of the Review Period, the Seller may object to the Earn-out Calculation set forth in the Earn-out Out Calculation Statement by delivering a written notice of objection (an “the "Earn-out Calculation Out Objection Notice”") to the Buyer. Any Earn-out Calculation Out Objection Notice must shall specify the items in the applicable Earn-Out Calculation Statement disputed by the Seller and must shall describe in reasonable detail the basis for such objection, as well as the amount in dispute. If the Seller fails to deliver an Earn-out Calculation Out Objection Notice to the Buyer prior to the expiration of the Review Period, then the Earn-out Calculation set forth in the Earn-out Out Calculation Statement will shall be final and binding on the Parties and: 1parties hereto. If the Earn-Out Payment will be payable to the Seller within ten (10) days (or such other period agreed by the parties) of the expiration of the Review Period; and 2. the Buyer and the Seller agree and undertake to immediately provide executed written instruct ions (in accordance with the requirements of the Escrow Agreement) to the Escrow Agent to disburse an amount equal to the Earn-out Payment (in Australian dollars) to the Seller. (iii) If Seller timely delivers an Earn-out Calculation Out Objection Notice, the Buyer and the Seller will shall negotiate in good faith to resolve the disputed items and agree upon the resulting amount of Adjusted Actual EBITDA and the resulting Earn-out Out Payment. If the Buyer and the Seller are unable to reach an agreement within seven thirty (730) days after such an Earn-out Calculation Out Objection Notice has been given, all unresolved disputed items must shall be promptly referred to an impartial internationally nationally recognized firm of independent certified public accountants, other than the Seller’s and accountants or the Buyer’s accountants accountants, appointed by mutual agreement of the Buyer and the Seller (the “"Independent Accountant”"). The Independent Accountant must shall be directed to render a written report on the unresolved disputed items with respect to the applicable Earn-Out Calculation Statement as promptly as practicable, but in no event greater than seven thirty (730) days after such submission to the Independent Accountant, and to resolve only those unresolved disputed items set forth in the Earn-out Calculation Out Objection Notice. If unresolved disputed items are submitted to the Independent Accountant, the Buyer and the Seller must shall each furnish to the Independent Accountant such work papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Accountant may reasonably request. The Independent Accountant must shall resolve the disputed items based solely on the applicable definitions and other terms in this Agreement and the presentations by the Buyer and the Seller, and not by independent review. The resolution of the dispute and the calculation of Adjusted Actual EBITDA that is the subject of the applicable Earn-out Calculation Out Objection Notice by the Independent Accountant will shall be final and binding on the Parties and: 1parties hereto. the Earn-Out Payment will be payable to the Seller within 10 days (or such other period agreed by the parties) of the resolution of the dispute and calculation of the Adjusted EBITDA by the Independent Accountant; and 2. the Buyer and the Seller agree and undertake to immediately provide executed written instruct ions (in accordance with the requirements of the Escrow Agreement) to the Escrow Agent to disburse an amount equal to the Earn-out Payment (in Australian dollars) to the Seller. (iv) The fees and expenses of the Independent Accountant will shall be borne equally by the Seller and Buyerthe Buyer in proportion to the amounts by which their respective calculations of Actual EBITDA differ from Actual EBITDA as finally determined by the Independent Accountant.

Procedures Applicable to Determination of the Earn-out Payment. (i) On or before July 15, 2016 Buyer Xxxxx will prepare and deliver to Seller a written statement (an “Earn-out Calculation Statement”) setting forth in reasonable detail its determination of the Calculation Period EBITDA as of June 30, 2016 and its calculation of any resulting Earn-out Payment (an “Earn-out Calculation”). (ii) Seller will have twenty (20) days after receipt of the Earn-out Calculation Statement (the “Review Period”) to review the Earn-out Calculation Statement. During the Review Period, Seller will have the right to inspect the Company’s books and records for the purposes reasonably related to the determinations of Adjusted EBITDA and the resulting Earn-out Payment. Prior to the expiration of the Review Period, Seller may object to the Earn-out Calculation set forth in the Earn-out Calculation Statement by delivering a written notice of objection (an “Earn-out Calculation Objection Notice”) to Buyer. Any Earn-out Calculation Objection Notice must specify the items in the applicable Earn-Out Calculation disputed by Seller and must describe in reasonable detail the basis for such objection, as well as the amount in dispute. If Seller fails to deliver an Earn-out Calculation Objection Notice to Buyer prior to the expiration of the Review Period, then the Earn-out Calculation set forth in the Earn-out Calculation Statement will be final and binding on the Parties and: 1. the Earn-Out Payment will be payable to the Seller within ten (10) days (or such other period agreed by the parties) of the expiration of the Review Period; and 2. the Buyer and the Seller agree and undertake to immediately provide executed written instruct ions (in accordance with the requirements of the Escrow Agreement) to the Escrow Agent to disburse an amount equal to the Earn-out Payment (in Australian dollars) to the Seller. (iii) If Seller timely delivers an Earn-out Calculation Objection Notice, Buyer Xxxxx and Seller will negotiate in good faith to resolve the disputed items and agree upon the resulting amount of Adjusted EBITDA and the resulting Earn-out Payment. If Buyer and Seller are unable to reach an agreement within seven (7) days after such Earn-out Calculation Objection Notice has been given, all unresolved disputed items must be promptly referred to an impartial internationally recognized firm of independent certified public accountants, other than Seller’s and BuyerXxxxx’s accountants (the “Independent Accountant”). The Independent Accountant must be directed to render a written report on the unresolved disputed items as promptly as practicable, but in no event greater than seven (7) days after such submission to the Independent Accountant, and to resolve only those unresolved disputed items set forth in the Earn-out Calculation Objection Notice. If unresolved disputed items are submitted to the Independent Accountant, Buyer Xxxxx and Seller must each furnish to the Independent Accountant such work papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Accountant may reasonably request. The Independent Accountant must resolve the disputed items based solely on the applicable definitions and other terms in this Agreement and the presentations by Buyer Xxxxx and Seller, and not by independent review. The resolution of the dispute and the calculation of Adjusted EBITDA that is the subject of the applicable Earn-out Calculation Objection Notice by the Independent Accountant will be final and binding on the Parties and: 1. the Earn-Out Payment will be payable to the Seller within 10 days (or such other period agreed by the parties) of the resolution of the dispute and calculation of the Adjusted EBITDA by the Independent Accountant; and 2. the Buyer and the Seller agree and undertake to immediately provide executed written instruct ions (in accordance with the requirements of the Escrow Agreement) to the Escrow Agent to disburse an amount equal to the Earn-out Payment (in Australian dollars) to the Seller. (iv) The fees and expenses of the Independent Accountant will be borne equally by Seller and BuyerXxxxx.