Common use of Accounting Procedures Clause in Contracts

Accounting Procedures. Exhibit B (the “Reference Statement”) sets forth (i) the various line items used (or to be used) in, and illustrating as of the date of the Most Recent Financial Statements, the calculation of (A) Current Assets, (B) Current Liabilities, and (C) Working Capital, in each case, prepared and calculated for the Company and the Operating Company in accordance with this Agreement and the Agreed Accounting Policies and Principles, and (ii) for illustration purposes only, the balances reported by the Operating Company for each such line item as of October 30, 2016. Each of the Estimated Balance Sheet, the Estimated Closing Statement, the Final Balance Sheet, and the Final Closing Statement, and all determinations and calculations by any Person (including the Neutral Auditor) of Current Assets, Current Liabilities, and Working Capital, shall be prepared and calculated solely in accordance with the manner of calculation and determination shown on the Reference Statement using the same line items, accounting principles, practices, procedures, policies, and methods (with consistent classifications, judgments, elections, inclusions, exclusions, and valuation and estimation methodologies) used and applied in preparing the Reference Statement; provided, however, that such calculations and determinations: (i) shall not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement; (ii) shall be based on facts and circumstances as they exist prior to the Closing and shall exclude the effect of any act, decision, or event occurring on or after the Closing; (iii) shall adhere to the defined terms contained in this Agreement whether or not the definitions thereof are consistent with GAAP; and (iv) shall calculate any reserves, accruals, or other non-cash expense items on a pro rata (as opposed to monthly accrual) basis to account for a Closing that occurs on any date other than the last day of a calendar month. Each of the Estimated Balance Sheet, the Estimated Closing Statement, the Final Balance Sheet, and the Final Closing Statement shall be prepared and calculated without regard to any changes in GAAP made or taking effect after the date that the Reference Statement was prepared; provided that any such changes in GAAP shall be provided to Buyer in writing after the date of the Reference Statement and before delivery of the Estimated Balance Sheet, the Estimated Closing Statement, the Final Balance Sheet, and the Final Closing Statement.

Accounting Procedures. Exhibit B (the a) The “Reference Statement”) sets ” set forth on Exhibit B describes (i) the various line items used (or to be used) in, and illustrating as of the date of the Most Recent Financial Statements, the calculation of (A) Current Assets, (B) Current Liabilities, and (C) Working Capital, in each case, prepared and calculated for the Company and the Operating Company Acquired Companies in accordance with this Agreement and the Agreed Accounting Policies and Principles, and (ii) for illustration purposes only, the balances reported by the Operating Company Acquired Companies for each such line item as of October 30August 27, 20162017. Each of the Estimated Balance Sheet, Sheets and the Estimated Closing StatementStatement have been, and the Final Balance Sheet, Sheets and the Final Closing Statement, and all determinations and calculations by any Person (including the Neutral Auditor) of Current Assets, Current Liabilities, Liabilities and Working Capital, shall be be, prepared and calculated solely in accordance with the manner of calculation and determination shown on the Reference Statement using the same line items, accounting principles, practices, procedures, policies, and methods (with consistent classifications, judgments, elections, inclusions, exclusions, and valuation and estimation methodologies) used and applied in preparing the Reference Statement; provided, however, that such calculations and determinations: (i) shall not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement; (ii) shall be based on facts and circumstances as they exist prior to the Closing and shall exclude the effect of any act, decision, or event occurring on or after the Closing; (iii) shall adhere to the defined terms contained in this Agreement whether or not the definitions thereof are consistent with GAAP; and (iv) shall calculate any reserves, accruals, or other non-cash expense items on a pro rata (as opposed to monthly accrual) basis to account for a Closing that occurs on any date other than the last day of a calendar month. (b) The Parties agree that: (i) Following the Closing Date through the date on which payment, if any, is made by either Party pursuant to Section 2.4(c), or if the Parties agree that no such payment is required, on the date of such determination, Buyers shall not, and shall cause each Acquired Company not to, take any action with respect to the accounting records, books, policies, or procedures of the Acquired Companies on which the Final Balance Sheets, Final Closing Statement (including the determinations and calculations therein), or the calculation of Final Working Capital are to be based that are not consistent with the past practices of the Acquired Companies in all material respects or that would make it impracticable to calculate Final Working Capital in the manner contemplated by this Agreement. (ii) In no event shall any actions taken by Buyers or the Acquired Companies following the Closing with respect to the accounting records, books, policies, or procedures of the Acquired Companies on which the Final Balance Sheets, Final Closing Statement, or the calculation of Final Working Capital are to be based that are not consistent with the Agreed Accounting Policies and Principles (including changes in any reserve, allowance or other account, any changes in methodology for inventory valuation or accounting or any reclassification of any asset) have any effect on, or be considered in, the preparation of the Final Balance Sheets or Final Closing Statement or the calculation of Final Working Capital. For the avoidance of doubt, any actions that are not consistent with the Agreed Accounting Policies and Principles (including changes in any reserve, allowance or other account, any changes in methodology for inventory valuation or accounting or any reclassification of any asset) shall be reversed for purposes of the Final Balance Sheets and Final Closing Statement and the calculation of Final Working Capital. (iii) Each of the Estimated Balance SheetSheets, the Estimated Closing Statement, the Final Balance SheetSheets, and the Final Closing Statement shall be prepared and calculated without regard to any changes in GAAP made or taking effect after the date that the Reference Statement was prepared; provided that any such changes in GAAP shall be provided to Buyer in writing after the date of the Reference Statement and before delivery of the Estimated Balance Sheet. (iv) Without exception, the Estimated Closing StatementBase Working Capital shall not be subject to change (including by the Neutral Auditor), regardless of whether the Final Balance Sheet, and the Final Closing Statementitems or amounts included therein were determined or recorded in accordance with GAAP.

Accounting Procedures. Exhibit B (The Xxxxx Estimated Purchase Price, the “Reference Statement”) sets forth (i) Proposed Purchase Price Calculations, the various line items used (or to Xxxxx Final Purchase Price and the calculations contained therein shall be used) in, and illustrating as determined based on the combined balance sheet of the date of Transferred Entities as at the Most Recent Financial Statements, the calculation of (A) Current Assets, (B) Current Liabilities, and (C) Working Capital, in each caseCalculation Time, prepared and calculated for the Company and the Operating Company in accordance with this Agreement and the Agreed Accounting Policies and Principles, and (ii) for illustration purposes only, the balances reported by the Operating Company for each such line item as of October 30, 2016. Each of the Estimated Balance Sheet, the Estimated Closing Statement, the Final Balance Sheet, and the Final Closing Statement, and all determinations and calculations by any Person (including the Neutral Auditor) of Current Assets, Current Liabilities, and Working Capital, shall be prepared and calculated solely in accordance with the manner Accounting Principles, consistently applied and the methodologies and notes for the sample calculations of calculation and determination shown on the Reference Statement using the same line itemsXxxxx Closing Date Net Working Capital set forth in Exhibit A, accounting principles, practices, procedures, policies, and methods (with consistent classifications, judgments, elections, inclusions, exclusions, and valuation and estimation methodologies) used and applied in preparing the Reference Statement; provided, however, except that such statements, calculations and determinations: (i) shall not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement; , (ii) shall be based on facts and circumstances as they exist prior to as at the Closing Calculation Time and shall exclude the effect of any act, decision, decision or event occurring on or after the Closing; such time, (iii) shall adhere to follow the defined terms contained in this Agreement Agreement, whether or not the definitions thereof are consistent with GAAP; , and (iv) shall calculate any reserves, accruals, accruals or other non-cash expense items on a pro rata daily accrual (as opposed to monthly accrual) basis to account for a Closing Calculation Time that occurs on any date other than the last day of a calendar month. Each For the avoidance of doubt, in the event that there is any inconsistency between the Accounting Principles and the methodologies and notes for the sample calculation of the Estimated Balance SheetXxxxx Closing Date Net Working Capital as set forth in Exhibit A, the Estimated methodologies and notes for the sample calculation of the Xxxxx Closing StatementDate Net Working Capital set forth in Exhibit A shall apply. For the avoidance of doubt, the Final Balance Sheet, and the Final Closing Statement no amount shall be prepared and calculated without regard to any changes double-counted in GAAP made calculating the amounts comprising either the Xxxxx Estimated Purchase Price or taking effect after the date that the Reference Statement was prepared; provided that any such changes in GAAP shall be provided to Buyer in writing after the date of the Reference Statement and before delivery of the Estimated Balance Sheet, the Estimated Closing Statement, the Xxxxx Final Balance Sheet, and the Final Closing StatementPurchase Price.

Accounting Procedures. Exhibit B (the “Reference Statement”) sets forth (i) the various line items used (or to be used) in, and illustrating as of the date of the Most Recent Financial StatementsThe Estimated Purchase Price, the calculation of Proposed Purchase Price Calculations, the Final Purchase Price and the determinations and calculations contained therein (A) Current Assetsincluding Estimated Closing Date Cash, (B) Current LiabilitiesClosing Date Cash, and (C) Closing Date Indebtedness, Estimated Working Capital, in each case, prepared and calculated for the Company and the Operating Company in accordance with this Agreement and the Agreed Accounting Policies and Principles, and (ii) for illustration purposes onlyClosing Date Working Capital, the balances reported by the Operating Company for each such line item as of October 30Working Capital Deficit, 2016. Each of the Estimated Balance Sheet, the Estimated Closing Statement, the Final Balance Sheetif any, and the Final Closing StatementWorking Capital Surplus, and all determinations and calculations by any Person (including the Neutral Auditorif any) of Current Assets, Current Liabilities, and Working Capital, shall be prepared and calculated solely based on the reference financial information of the Transferred Companies and the Business prepared in accordance with the manner of calculation and determination shown on the Reference Statement using the same line itemsGAAP, accounting principles, practices, procedures, policies, and methods (with consistent classifications, judgments, elections, inclusions, exclusions, and valuation and estimation methodologies) used and applied in preparing a manner consistent with the Transaction Accounting Principles and Reference Statement; providedWorking Capital Statement set forth on Exhibit B, however, except that such statements, calculations and determinations: determinations (ia) shall not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement; , (iib) shall be based on facts and circumstances as they exist prior to the Closing and shall will exclude the effect of any act, decision, act or event decision of Buyer occurring on or after the Closing; , (iiic) shall adhere to follow the defined terms contained in this Agreement whether or not the definitions thereof such terms are consistent with GAAP; GAAP and (ivd) shall calculate any reserves, accruals, accruals or other non-cash expense items on a pro rata (as opposed to monthly accrual) basis to account for a Closing that occurs on any date other than the last day of a calendar monthfiscal period. Each For the avoidance of doubt, in the Estimated Balance Sheetevent that there is any inconsistency between GAAP, on the Estimated Closing Statement, the Final Balance Sheetone hand, and the Final Closing Transaction Accounting Principles and sample calculation of Reference Working Capital Statement set forth on Exhibit B, on the other hand, GAAP shall apply. For the avoidance of doubt, no amount shall be prepared and calculated without regard to any changes double-counted in GAAP made or taking effect after calculating the date that the Reference Statement was prepared; provided that any such changes in GAAP shall be provided to Buyer in writing after the date of the Reference Statement and before delivery of amounts comprising either the Estimated Balance Sheet, the Estimated Closing Statement, Purchase Price or the Final Balance Sheet, and the Final Closing StatementPurchase Price.

Accounting Procedures. (a) Exhibit B F to this Agreement (the “Working Capital Reference Statement”) sets forth (i) the various line items used (or to be used) in, and illustrating as of the date of the Most Recent Financial Statements, the calculation of of: (Ai) Current Assets, ; (Bii) Current Liabilities, ; and (Ciii) Working Capital, in each case, case prepared and calculated for the Company and the Operating Company Group in accordance with this Agreement and the Agreed Accounting Policies and Principles, and (ii) for illustration purposes only, the balances reported by the Operating Company for each such line item as of October 30, 2016. Each of the Estimated Balance Sheet, the Estimated Closing Statement, the Final Balance Sheet, Sheet and the Final Closing Statement, and all determinations and calculations by any Person (including the Neutral AuditorAccounting Firm) of Current Assets, Current Liabilities, Liabilities and Working Capital, Capital shall be prepared and calculated solely in accordance with the manner of calculation and determination shown on the Reference Statement using the same line items, accounting principles, practices, procedures, policies, and methods (with consistent classifications, judgments, elections, inclusions, exclusions, and valuation and estimation methodologies) used and applied in preparing the Working Capital Reference Statement; provided, however, provided that such calculations and determinations: (iA) shall not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement; (iiB) shall be based on facts and circumstances as they exist prior to the Closing and shall exclude the effect of any act, decision, decision or event occurring on or after the Closing; (iiiC) shall adhere to the defined terms contained used in this Agreement whether or not the definitions thereof such terms are consistent with GAAP; and (ivD) shall calculate any reserves, accruals, accruals or other non-cash expense items on a pro rata (as opposed to monthly accrual) basis to account for a Closing that occurs on any date other than the last day of a calendar month. Each . (b) The Parties agree that: (i) following the Closing Date through the date on which payment, if any, is made by any Party pursuant to Section 2.5, or if the Parties agree that no such payment is required, on the date of such determination, Buyer shall not, and shall cause the Company Group not to, take any action with respect to the accounting records, books, policies or procedures of the Company Group on which the Final Balance Sheet, Final Closing Statement (including the determinations and calculations therein) or the calculation of Final Working Capital are to be based that are not consistent with the past practices of the Company Group in all material respects or that would make it impracticable to calculate Final Working Capital in the manner contemplated by this Agreement; (ii) neither Buyer nor the Company Group shall take any actions following the Closing with respect to the accounting records, books, policies or procedures of the Company Group on which the Final Balance Sheet, Final Closing Statement or the calculation of Final Working Capital that are not consistent with the Accounting Policies and Principles (including changes in any reserve, allowance or other account, any changes in methodology for inventory valuation or accounting or any reclassification of any asset) have any effect on, or be considered in, the preparation of the Final Balance Sheet and Final Closing Statement or the calculation of Final Working Capital; (iii) each of the Estimated Balance Sheet, the Estimated Closing Statement, the Final Balance Sheet, the Final Income Statement and the Final Closing Statement shall be prepared and calculated without regard to any changes in GAAP made or taking effect after the date that the Working Capital Reference Statement was prepared; provided that any such changes in GAAP shall be provided to Buyer in writing after the date of the Reference Statement and before delivery of the Estimated Balance Sheet; (iv) without exception, the Estimated Closing StatementTarget Working Capital shall not be subject to change (including by the Accounting Firm), regardless of whether the Final Balance Sheet, and the Final Closing Statement.items or amounts included therein were determined or recorded in accordance with GAAP;

Accounting Procedures. Exhibit B sets forth a statement (the “Reference Statement”) sets prepared in good faith by the Company in cooperation with Buyer setting forth (i) the various line items used (or to be used) in, and illustrating as of the date of the Most Recent Financial StatementsJune 30, 2017, the calculation of Table of Contents (Ai) Current Assets, (Bii) Current Company Liabilities, (iii) Closing Cash, (iv) Closing Indebtedness, (v) Closing Unpaid Company Transaction Expenses and (Cvi) Closing Net Working Capital, in each case, case prepared and calculated for the Company and the Operating Company in accordance with this Agreement and the Agreed Accounting Policies and Principles, and (ii) for illustration . For all purposes onlyhereunder, the balances reported by the Operating Company for each such line item as of October 30, 2016. Each of the Estimated Balance Sheet, the Estimated Preliminary Statement and Closing Statement, the Final Balance Sheet, and the Final Closing Statement, Statement and all determinations and calculations by any Person (including without limitation the Neutral AuditorAccounting Firm) of Current Assets, Current Company Liabilities, and Closing Cash, Closing Indebtedness, Closing Unpaid Company Transaction Expenses or Closing Net Working Capital, Capital Amount shall in all circumstances be prepared and calculated solely strictly in accordance with the manner of determination and calculation and determination (as applicable) as shown on the Reference Statement using the same line items, accounting principles, practices, procedures, policies, policies and methods (with consistent classifications, judgments, elections, inclusions, exclusions, exclusions and valuation and estimation methodologies) used and applied in preparing the Reference StatementStatement without deviation or exception in any manner, or for any reason, whatsoever; provided, however, provided that such calculations and determinations: (i) shall not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement; (ii) shall be based on facts and circumstances as they exist prior to the Closing and shall exclude the effect of any act, decision, or event occurring on or after the Closing; (iii) shall adhere to the defined terms contained in this Agreement whether or not the definitions thereof are consistent with GAAP; and (iv) shall calculate any reserves, accruals, accruals or other non-cash expense items on a pro rata (as opposed to monthly accrual) basis to account for a Closing that occurs on any date other than the last day of a calendar month. Each ; and (iii) if a current asset or current liability of the Estimated Balance Sheet, the Estimated Closing Statement, the Final Balance Sheet, and the Final Closing Statement shall be prepared and calculated without regard to any changes in GAAP made or taking effect after the date that Company not contemplated by the Reference Statement was prepared; provided is identified or is appropriately determined that any it should be recorded, then such changes in GAAP current asset or current liability shall be provided to Buyer included in writing after the date of calculations and determinations as a Current Asset or Company Liability as if it were included on the Reference Statement and before delivery of the Estimated Balance Sheet, the Estimated Closing Statement, the Final Balance Sheet, and the Final Closing Statement.

Accounting Procedures. Exhibit B (the “Reference Statement”) sets forth (i) the various line items used (or to be used) in, and illustrating as of the date of the Most Recent Financial Statements, the calculation of (A) Current Assets, (B) Current Liabilities, and (C) Working Capital, in each case, prepared and calculated for the Company and the Operating Company in accordance with this Agreement and the Agreed Accounting Policies and Principles, and (ii) for illustration For all purposes only, the balances reported by the Operating Company for each such line item as of October 30, 2016. Each of the Estimated Balance Sheethereunder, the Estimated Closing Statement, the Final Balance Sheet, Statement and the Final Closing Statement, Statement and all determinations and calculations by any Person (including without limitation the Neutral AuditorAccounting Firm) of Cash and Cash Equivalents, Security Deposits, Company Expenses, Current Assets, Current Liabilities, and Liabilities or any Net Working Capital, Capital Amount shall in all circumstances be prepared and calculated solely strictly in accordance with the manner terms of calculation this Agreement and determination shown on the Reference Statement using the same line items, accounting principles, practices, procedures, policies, and methods (with consistent classifications, judgments, elections, inclusions, exclusions, and valuation and estimation methodologies) used and applied in preparing the Reference StatementAgreed Accounting Principles; provided, however, provided that such calculations and determinations: (i) shall not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement; (ii1) shall be based on facts and circumstances as they exist prior to the Closing and shall exclude the effect of any act, decision, decision or event occurring on or after the Closing; , (iii2) shall adhere to follow the defined terms contained in this Agreement whether or not the definitions thereof such terms are consistent with GAAP; and , (iv3) shall calculate any reserves, accruals, accruals or other non-cash expense items on a pro rata (as opposed to monthly accrual) basis to account for a Closing that occurs on any date other than the last day of a calendar month. Each , and (4) shall exclude any impact of the Estimated Balance SheetClosing, and any transaction outside of the ordinary course of business occurring on the Closing Date. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. (ii) The Parties agree that: (A) Following the Closing Date through the date on which payment, if any, is made by any Party pursuant to Section 2.4(d), or if the Parties agree that no such payment is required, on the date of such determination, Buyer shall not, and shall cause the Company not to, take any actions with respect to the accounting records, books, policies or procedures of the Company on which the Closing Statement (including the determinations and calculations therein) or calculation of Final Net Working Capital, Final Closing Cash, the Final Closing Security Deposits or the Final Closing Company Expenses that would make it impracticable to calculate Closing Net Working Capital, Closing Cash, Final Net Working Capital, Final Closing Cash, the Final Closing Security Deposits or the Final Closing Company Expenses in the manner contemplated by this Agreement. (B) In no event shall any actions taken by Buyer or the Company following the Closing with respect to the accounting records, books, policies or procedures of the Company on which the Closing Statement or calculation of Final Net Working Capital, Final Closing Cash or Final Closing Security Deposits are to be based that are not consistent with the Agreed Accounting Principles (including but not limited to changes in any reserve, allowance or other account, any changes in methodology for inventory valuation or accounting or any reclassification of any asset) have any effect on, or be considered in, the preparation of the Closing Statement (including the determinations and calculations contained therein) or the calculation of Final Net Working Capital, Final Closing Cash or Final Closing Security Deposits. (C) The Estimated Closing Statement, the Final Balance Sheet, Closing Statement and the Final Closing Statement respective determinations and calculations contained therein shall be prepared and calculated without regard to any changes in GAAP made or taking effect after the date that the Reference Statement was prepared; provided that any such changes in GAAP shall be provided to Buyer in writing after the date of the Reference Statement and before delivery of the Estimated Balance Sheethereof. (D) Without exception, the Estimated Target Net Working Capital shall not be subject to change (including without limitation by the Accounting Firm), regardless of whether the items or amounts included therein were recorded in accordance with the Agreed Accounting Principles. (E) The determinations of Closing Statement, the Net Working Capital and Final Balance SheetNet Working Capital, and the resulting payment of any adjustment contemplated by Section 2.4(d), are intended solely to reflect changes between Final Net Working Capital and Target Net Working Capital, and any such change can be measured only if the Closing StatementStatement and the calculations and determinations therein (including of Closing Current Assets, Closing Current Liabilities and Closing Net Working Capital) are prepared using the same line items, accounting principles, practices, procedures, policies and methods (with consistent classifications, judgments, elections inclusions, exclusions and valuation and estimation methodologies) as were used and applied in connection with the preparation of Exhibit F, which are, for the avoidance of doubt, the same items as were used in preparation of the balance sheet of the Company for the fiscal year ended December 31, 2014, and shall not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby; provided, that the parties agree that the purpose of preparing the Closing Net Working Capital and determining the Net Working Capital and the related purchase price adjustment contemplated by this Section 2.4 is to measure changes in Net Working Capital, and such processes are not intended to permit the introduction of different accounting principles, practices, procedures, policies and methods (or classifications, judgments, elections inclusions, exclusions and valuation and estimation methodologies) for the purpose of preparing the Closing Net Working Capital or determining the Net Working Capital. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.

Accounting Procedures. Exhibit B (the “Reference Statement”) sets forth (i) the various line items used (or to be used) in, and illustrating as of the date of the Most Recent Financial Statements, the calculation of (A) Current Assets, (B) Current Liabilities, and (C) Working Capital, in each case, prepared and calculated for the Company and the Operating Company in accordance with this Agreement and the Agreed Accounting Policies and Principles, and (ii) for illustration For all purposes only, the balances reported by the Operating Company for each such line item as of October 30, 2016. Each of the Estimated Balance Sheethereunder, the Estimated Closing Statement, the Final Balance SheetEstimated Net Working Capital Amount, Estimated Closing Date Cash, Estimated Closing Indebtedness, Estimated Transaction Expenses, Closing Net Working Capital Amount, Closing Date Cash, Closing Date Schedule, Closing Indebtedness and the Final Closing StatementTransaction Expenses, and all determinations and calculations by any Person (including the Neutral AuditorDesignated Accounting Firm) of Cash and Cash Equivalents, Current Assets, Current Liabilities, and Liabilities or Net Working Capital, Capital shall in all circumstances be prepared and calculated solely strictly in accordance with the manner terms of calculation this Agreement and determination shown on the Reference Statement using the same line items, accounting principles, practices, procedures, policies, and methods (with consistent classifications, judgments, elections, inclusions, exclusions, and valuation and estimation methodologies) used and applied in preparing the Reference StatementAgreed Accounting Principles; provided, however, provided that such calculations and determinations: (iA) shall not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement; , (iiB) shall be based on facts and circumstances as they exist prior to the Closing and shall exclude the effect of any act, decision, decision or event occurring on or after the Closing; , (iiiC) shall adhere to follow the defined terms contained in this Agreement whether or not the definitions thereof such terms are consistent with GAAP; GAAP and (ivD) shall calculate any reserves, accruals, accruals or other non-cash expense items on a pro rata basis (as opposed to monthly accrual) basis being calculated as of the close of business on the day before the Closing Date), to account for a Closing that occurs on any date other than the last day of a calendar month. Each For illustrative purposes only, Exhibit C hereto sets forth a statement (the “Reference Statement”) prepared in good faith by the Company, in cooperation with Buyer, setting forth and illustrating as of April 30, 2018 the Estimated Balance Sheetcalculation of (x) the various line items used (or to be used) in (1) Current Assets, (2) Current Liabilities and (3) Net Working Capital, (y) Cash and Cash Equivalents and (z) Indebtedness, in each case prepared and calculated on a consolidated basis for the Group Companies in accordance with this Agreement and the Agreed Accounting Principles. (ii) The Parties agree that: (A) Following the Closing Date through the date on which payment, if any, is made pursuant to Section 2.8(e) or Section 2.8(f), or if the Stockholder Representative and Buyer agree that no such payment is required, on the date of such determination, Buyer shall not, and shall cause each Group Company not to, take any actions with respect to the accounting records or books of any Group Company on which the Estimated Closing Statement, Estimated Net Working Capital Amount, Estimated Closing Date Cash, Estimated Closing Indebtedness, Estimated Transaction Expenses, Closing Date Schedule, Closing Indebtedness and Transaction Expenses (including the Final Balance Sheetdeterminations and calculations therein) are to be based that are not consistent with such Group Company’s past practices in all material respects or that would make it impracticable to calculate Estimated Closing Statement, Estimated Net Working Capital Amount, Estimated Closing Date Cash, Estimated Closing Indebtedness, Estimated Transaction Expenses, Closing Date Schedule, Closing Indebtedness or Transaction Expenses in the manner contemplated by this Agreement. (B) In no event shall any actions taken by Buyer or any Group Company following the Closing with respect to the accounting records, books, policies or procedures of any Group Company on which the Estimated Closing Statement, Estimated Net Working Capital Amount, Estimated Closing Date Cash, Estimated Closing Indebtedness, Estimated Transaction Expenses, Closing Net Working Capital Amount, Closing Date Cash, Closing Date Schedule, Closing Indebtedness or Transaction Expenses are to be based that are not consistent with the Agreed Accounting Principles (including but not limited to changes in any reserve, allowance or other account, any changes in methodology for inventory valuation or accounting or any reclassification of any asset) have any effect on, or be considered in, the preparation of the Estimated Closing Statement, Estimated Net Working Capital Amount, Estimated Closing Date Cash, Estimated Closing Indebtedness or Estimated Transaction Expenses (including the determinations and calculations contained therein) or the calculation of the Closing Date Schedule, Closing Indebtedness and Transaction Expenses. (C) The Estimated Closing Statement, Estimated Net Working Capital Amount, Estimated Closing Date Cash, Estimated Closing Indebtedness, Estimated Transaction Expenses, Closing Net Working Capital Amount, Closing Date Cash, Closing Date Schedule, Closing Indebtedness or Transaction Expenses and the Final Closing Statement respective determinations and calculations contained therein shall be prepared and calculated without regard to any changes in GAAP made or taking effect after the date that the Reference Statement was prepared; provided that any such changes in GAAP shall be provided to Buyer in writing after the date of the Reference Statement and before delivery Statement. (D) Without exception, the Target Net Working Capital Amount shall not be subject to change (including by the Designated Accounting Firm), regardless of whether the items or amounts included therein were recorded in accordance with GAAP. (E) The determinations of the Estimated Balance Sheet, Net Working Capital Amount and the Closing Net Working Capital Amount and the resulting payment of any adjustment relating thereto contemplated by Section 2.8(e) and Section 2.8(f) are intended solely to reflect changes between the Closing Net Working Capital Amount and the Target Net Working Capital Amount and any such change can be measured only if the Estimated Closing Statement, the Final Balance Sheet, Net Working Capital Amount and the Final Closing Net Working Capital Amount and the calculations and determinations thereof (including of Current Assets, Current Liabilities and Net Working Capital) are prepared using the same line items, accounting principles, practices, procedures, policies and methods (with consistent classifications, judgments, elections inclusions, exclusions and valuation and estimation methodologies) as were used and applied in connection with the preparation of the Reference Statement.

Accounting Procedures. (i) Exhibit B hereto sets forth a statement (the “Reference Statement”) sets prepared in good faith by Seller, in cooperation with Buyer, setting forth (i) the various line items used (or to be used) in, and illustrating as of the date of the Most Recent Financial StatementsDecember 31, 2014, the calculation of (A) Current Assets, (B) Current Liabilities, and (C) Net Working Capital, and (D) Cash and Cash Equivalents of the Company, in each case, case prepared and calculated for the Company and the Operating Company in accordance with this Agreement and the Agreed Accounting Policies and Principles, and (ii) for illustration . For all purposes only, the balances reported by the Operating Company for each such line item as of October 30, 2016. Each of the Estimated Balance Sheethereunder, the Estimated Net Working Capital and Closing Statement, the Final Balance Sheet, Cash Statement and the Final Closing Statement, Net Working Capital and Closing Cash Statement and all determinations and calculations by any Person (including the Neutral AuditorAccounting Firm) of Cash and Cash Equivalents, Current Assets, Current Liabilities, and Liabilities or any Net Working Capital, Capital Amount shall in all circumstances be prepared and calculated solely strictly in accordance with the manner of determination and calculation and determination (as applicable) as shown on the Reference Statement using the same line items, accounting principles, practices, procedures, policies, policies and methods (with consistent classifications, judgments, elections, inclusions, exclusions, exclusions and valuation and estimation methodologies) used and applied in preparing the Reference StatementStatement without deviation or exception in any manner, or for any reason, whatsoever; provided, however, provided that such calculations and determinations: (i1) shall not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement; , (ii2) shall be based on facts and circumstances as they exist prior to the Closing and shall exclude the effect of any act, decision, or event occurring on or after the Closing; (iii) shall adhere to follow the defined terms contained in this Agreement whether or not the definitions thereof such terms are consistent with GAAP; GAAP and (iv3) shall calculate any reserves, accruals, accruals or other non-cash expense items on a pro rata (as opposed to monthly accrual) basis to account for a Closing that occurs on any date other than the last day of a calendar month. Each . (ii) The Parties agree that: (A) Following the Closing Date through the date on which payment, if any, is made by any Party pursuant to Section 2.4(d), or if the Parties agree that no such payment is required, on the date of such determination, Buyer shall not, and shall cause the Company not to, take any actions with respect to the accounting records, books, policies or procedures of the Estimated Balance SheetCompany on which the Closing Net Working Capital and Closing Cash Statement (including the determinations and calculations therein) or calculation of Final Net Working Capital or Final Closing Cash are to be based that are not consistent with the Company’s past practices in all material respects or that would make it impracticable to calculate Closing Net Working Capital, Closing Cash, Final Net Working Capital or Final Closing Cash in the manner contemplated by this Agreement. (B) In no event shall any actions taken by Buyer or the Company following the Closing with respect to the accounting records, books, policies or procedures of the Company on which the Closing Net Working Capital and Closing Cash Statement or calculation of Final Net Working Capital or Final Closing Cash are to be based that are not consistent with the Agreed Accounting Principles (including but not limited to changes in any reserve, allowance or other account, any changes in methodology for inventory valuation or accounting or any reclassification of any asset) have any effect on, or be considered in, the preparation of the Closing Net Working Capital and Closing Cash Statement (including the determinations and calculations contained therein) or the calculation of Final Net Working Capital or Final Closing Cash. (C) The Estimated Net Working Capital and Closing Cash Statement, the Final Balance Sheet, Closing Net Working Capital and Closing Cash Statement and the Final Closing Statement respective determinations and calculations contained therein shall be prepared and calculated without regard to any changes in GAAP made or taking effect after the date that the Reference Statement was prepared; provided that . (D) Without exception, the Target Net Working Capital shall not be subject to change (including by the Accounting Firm), regardless of whether the items or amounts included therein were recorded in accordance with GAAP. (E) The determinations of Closing Net Working Capital and Final Net Working Capital, and the resulting payment of any adjustment contemplated by Section 2.4(d), are intended solely to reflect changes between Final Net Working Capital and Target Net Working Capital, and any such changes change can be measured only if the Closing Net Working Capital and Closing Cash Statement and the calculations and determinations therein (including of Closing Current Assets, Closing Current Liabilities and Closing Net Working Capital) are prepared using the same line items, accounting principles, practices, procedures, policies and methods (with consistent classifications, judgments, elections inclusions, exclusions and valuation and estimation methodologies) as were used and applied in GAAP shall be provided to Buyer in writing after connection with the date preparation of the Reference Statement and before delivery of the Estimated Balance Sheet, the Estimated Closing Statement, the Final Balance Sheet, and the Final Closing Statement.

Accounting Procedures. Exhibit B (the “Reference Statement”) sets forth (i) the various line items used (or to be used) in, and illustrating as of the date of the Most Recent Financial Statements, the calculation of (A) Current Assets, (B) Current Liabilities, and (C) Working Capital, in each case, prepared and calculated for the Company and the Operating Company in accordance with this Agreement and the Agreed Accounting Policies and Principles, and (ii) for illustration purposes only, the balances reported by the Operating Company for each such line item as of October 30, 2016. Each of the The Estimated Closing Balance Sheet, the Estimated Closing Statement, the Final Closing Balance Sheet, Sheet and the Final Closing Statement, Statement and all determinations and calculations by any Person (including the Neutral Auditor) of Current Assets, Current Liabilities, and Working Capital, contained therein shall be prepared prepared, determined and calculated solely on a consolidated basis for the Company Group in accordance with GAAP and, to the manner of calculation and determination shown on the Reference Statement extent consistent with GAAP, using the same line items, accounting principles, practices, procedures, policies, policies and methods (with consistent including classifications, judgments, elections, inclusions, exclusions, exclusions and valuation and estimation methodologies) used and applied consistently with past practice by the Company Group and in preparing the Reference Statement; providedpreparation of the Company Group’s audited balance sheet as of the Balance Sheet Date, however, except that such statements, calculations and determinations: (i) shall not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement; , (ii) shall be based on facts and circumstances as they exist prior to as of the Closing and shall exclude the effect of any act, decision, decision or event occurring on or after the Closing; , (iii) shall adhere to follow the defined terms contained in this Agreement whether or not the definitions thereof such terms are consistent with GAAP; , and (iv) shall calculate any reserves, accruals, accruals or other non-cash expense items on a pro rata (as opposed to monthly accrual) basis to account for a Closing that occurs on any date other than the last day of a calendar month. Each of Notwithstanding anything to the Estimated Balance Sheetcontrary contained herein, the Estimated Closing Statement, the Final Balance Sheet, Estimated Closing Statement, Closing Balance Sheet and the Final Closing Statement shall be prepared using the Company Group’s past accounting principles, practices, procedures, policies and calculated without regard methods with respect to any changes in GAAP made or taking effect after the date that the Reference Statement was prepared; provided that any such changes in GAAP shall be provided to Buyer in writing after the date of the Reference Statement and before delivery of the Estimated Balance Sheet, the Estimated Closing Statement, the Final Balance Sheet, and the Final Closing Statementits accounting for facility operating leases.