Common use of Accounts Receivable Adjustment Clause in Contracts

Accounts Receivable Adjustment. Ninety (90) days after the Closing Date the stock portion of the Merger Consideration shall be reduced to the extent by which the sum of (i) the accounts receivable as of the Closing Date that are not collected within 90 days after the Closing Date plus (ii) the cash, cash equivalents, and other marketable securities as of the Closing Date is less than the accounts payable as of the Closing Date (such accounts payable shall not include any Long Term Liabilities), subject to and in accordance with the following: (a) After Closing, Subsidiary will use reasonable efforts to collect accounts receivable and retainage in accordance with prudent business practices and in a manner which will not result in the discount of other accounts receivable or retainage owed by the same account debtor or of the terms on which goods or services are provided to the same account debtor in the future. (b) Payments by an account debtor will be applied to the oldest invoices and retainage first if the account debtor does not designate application of payments to specific invoices. (c) Accounts receivable which are not collected within 90 days after they arose will be applied to the allowance for doubtful accounts reflected on the most recent Balance Sheet, and no reduction to the Merger Consideration shall be made under this Section 2.B(2) until the allowance for doubtful accounts reflected on the Balance Sheet has been reduced to zero. (d) To the extent an account receivable is not collected within 90 days after the Closing Date and the Merger Consideration is reduced under this Section 2.B(2), Subsidiary will, upon the request of the Shareholders, assign the account receivable to the Shareholders. Any such assignment shall be made without recourse to Subsidiary, and the Shareholders shall indemnify Subsidiary against any claims which may be asserted by the account debtor which arose prior to the Closing Date. In the event such assignment is of only a portion of an account receivable, the Shareholders and Subsidiary shall cooperate in the collection thereof. (e) The number of shares of EarthCare Stock used to satisfy any adjustment to the Merger Consideration due to the failure to collect accounts receivable pursuant to this Section 2.B(2) shall be based upon the closing sale price of a share of EarthCare Stock on the NASDAQ system as reported in The Wall Street Journal for the trading day immediately preceding the day which is 90 days after Closing.

Accounts Receivable Adjustment. Ninety (90a) days after Purchaser and the Sellers acknowledge and agree that all uncollected Accounts Receivable of the Sellers arising out of services rendered, care provided, goods sold, or property leased by the Sellers to or for the benefit of any residents of the Facilities prior to the Closing Date shall be included in the stock portion Purchased Assets to be transferred to Purchaser at the Closing (collectively, the “Purchased Accounts Receivable”). (b) The Sellers shall prepare and deliver to Purchaser two Business Days prior to the Closing, a schedule of all Accounts Receivable of the Merger Consideration Sellers expected to be included in the Purchased Assets (including the aging of each such Accounts Receivable and such other information as Purchaser shall reasonably request) which have been invoiced (the “Pre-Closing Accounts Receivable Schedule”). The Cash Payment to be paid at Closing shall be reduced increased by an amount equal to the extent by which the sum aggregate of (i) 72.5% of the accounts receivable invoice amount of all Accounts Receivable included on the Pre-Closing Accounts Receivable Schedule that have been outstanding not more than 90 days as of the Closing Date that are not collected within 90 days after the Closing Date plus Date; and (ii) the cash, cash equivalents, and other marketable securities as 0% of the invoice amount of all Accounts Receivable included on the Pre-Closing Date is less Accounts Receivable Schedule that have been outstanding more than the accounts payable 90 days as of the Closing Date (such accounts payable shall not include any Long Term Liabilitiesthe “Estimated Accounts Receivable Adjustment Amount”), subject to and in accordance with the following: (a) After Closing, Subsidiary will use reasonable efforts to collect accounts receivable and retainage in accordance with prudent business practices and in a manner which will not result in the discount of other accounts receivable or retainage owed by the same account debtor or of the terms on which goods or services are provided to the same account debtor in the future. (b) Payments by an account debtor will be applied to the oldest invoices and retainage first if the account debtor does not designate application of payments to specific invoices. (c) As promptly as practicable, but in any event no later than 60 days after the Closing Date, Purchaser shall prepare and deliver to the Representative a final schedule of all Purchased Accounts receivable which are Receivable as of the Closing Date (including the aging of each such Accounts Receivable and such other information as Purchaser shall reasonably request) (the “Final Accounts Receivable Schedule”). There shall be a post-Closing reconciliation of the Estimated Accounts Receivable Adjustment Amount to the amount equal to the aggregate of (i) 72.5% of the invoice amount of all Purchased Accounts Receivable included on the Final Accounts Receivable Schedule that have been outstanding not collected within more than 90 days after they arose will as of the Closing Date; and (ii) 0% of the invoice amount of all Purchased Accounts Receivable included on the Final Accounts Receivable Schedule that have been outstanding more than 90 days as of the Closing Date (the “Final Accounts Receivable Adjustment Amount”). Any amount by which the Final Accounts Receivable Adjustment Amount exceeds the Estimated Accounts Receivable Adjustment Amount shall be applied promptly forwarded to the allowance Representative (as agent for doubtful accounts reflected on the most recent Balance SheetSellers) by Purchaser in a lump sum payment. Any amount by which the Estimated Accounts Receivable Adjustment Amount exceeds the Final Accounts Receivable Adjustment Amount shall be promptly forwarded to Purchaser by the Sellers in a lump sum payment. Subject to any applicable privileges (including attorney-client privilege), (i) each of the Sellers agrees that Purchaser shall have the right to audit the applicable records of the Sellers in connection with any such post-Closing reconciliation, and no reduction (ii) Purchaser agrees that the Sellers shall have the right to audit the Merger Consideration shall be made under this Section 2.B(2) until the allowance for doubtful accounts reflected on the Balance Sheet has been reduced to zeroapplicable records of Purchaser in connection with any such post-Closing reconciliation. (d) To In the extent event that any funds are paid to Purchaser on account of any Purchased Accounts Receivable, and such payment is accompanied by an account receivable invoice or other Document specifying that such payment is not collected within being made in respect of Purchased Accounts Receivable that were outstanding more than 90 days as of the Closing Date, or other documentation clearly establishes that such payment relates to Purchased Accounts Receivable that were outstanding more than 90 days as of the Closing Date or Purchaser otherwise determines in good faith that such payment relates to Purchased Accounts Receivable that were outstanding more than 90 days as of the Closing Date, Purchaser shall promptly remit such funds to the Representative (as agent for the Sellers). In the event any funds are paid to the Sellers (or the Representative) on account of any Purchased Accounts Receivable or any Accounts Receivable arising after the Closing Date and the Merger Consideration not directly to Purchaser, and such payment is reduced under this Section 2.B(2), Subsidiary will, upon the request not accompanied by an invoice or other Document specifying that such payment is being made in respect of Purchased Accounts Receivable that were outstanding more than 90 days as of the Shareholders, assign Closing Date or the account receivable Sellers reasonably determine that such payment relates to the Shareholders. Any such assignment shall be made without recourse to Subsidiary, and the Shareholders shall indemnify Subsidiary against any claims which may be asserted by the account debtor which arose prior to a Purchased Accounts Receivable outstanding for not more than 90 days as of the Closing Date. In the event such assignment is of only a portion of an account receivable, the Shareholders and Subsidiary shall cooperate in Sellers (or the collection thereof. (e) The number of shares of EarthCare Stock used to satisfy any adjustment to the Merger Consideration due to the failure to collect accounts receivable pursuant to this Section 2.B(2Representative) shall be based upon the closing sale price of a share of EarthCare Stock on the NASDAQ system as reported in The Wall Street Journal for the trading day immediately preceding the day which is 90 days after Closingpromptly remit such funds to Purchaser.

Accounts Receivable Adjustment. Ninety (90) days after the Closing Date the stock portion of the Merger Consideration shall be reduced to the extent by which the sum of (i) the accounts receivable as of the Closing Date that are not collected within Within 90 days after the Closing Date plus (ii) the cash, cash equivalents, and other marketable securities as of the Closing Date is less than the accounts payable as of the Closing Date (such accounts payable shall not include any Long Term Liabilities), subject to and in accordance with the following: (a) After Closing, Subsidiary Buyer will use reasonable efforts deliver to collect accounts receivable and retainage in accordance with prudent business practices and in Seller a manner statement (“Buyer’s Statement”) showing Buyer’s calculation of those Accounts Receivable which will not result Buyer has determined to be uncollectible due to errors in the discount of other accounts receivable invoice or retainage owed by the same account debtor or of the terms on which goods or services are provided to the same account debtor deficiencies in the future. services provided, together with a calculation of what the Accounts Receivable in the Working Capital pursuant to Section 1.6 would have been if calculated taking into account the uncollectible Accounts Receivable (b) Payments by an account debtor will be applied to the oldest invoices and retainage first if the account debtor does not designate application of payments to specific invoices. (c) “Adjusted Accounts receivable which are not collected within 90 days after they arose will be applied to the allowance for doubtful accounts reflected on the most recent Balance Sheet, and no reduction to the Merger Consideration shall be made under this Section 2.B(2) until the allowance for doubtful accounts reflected on the Balance Sheet has been reduced to zero. (d) To the extent an account receivable is not collected within 90 days after the Closing Date and the Merger Consideration is reduced under this Section 2.B(2Receivable”), Subsidiary will, upon the request of the Shareholders, assign the account receivable to the Shareholders. Any such assignment shall be made without recourse to Subsidiary, and the Shareholders shall indemnify Subsidiary against any claims which may be asserted by the account debtor which arose prior to the Closing Date. In the event that Seller objects to Buyer’s Statement, then Seller shall transmit such assignment objection to Buyer within ten business days of receipt of Buyer’s Statement. Such objection shall be in a writing setting forth in reasonable detail the objection and the basis therefor. In the event no objection is of only a made within such period then Buyer’s Statement shall be binding upon both parties. In the event that the Buyer’s Statement shows the Adjusted Accounts Receivable are less than the Accounts Receivable on the Seller’s Statement (as defined in Section 1.6), then the Escrow Agent shall disburse to Buyer that portion of an account receivablethe Escrow Amount equal to the difference between the Adjusted Accounts Receivable and the Accounts Receivable on Seller’s Statement, the Shareholders and Subsidiary shall cooperate disburse any remaining amount in the collection thereof. (e) The number Escrow to Seller within 10 days after the amount due is calculated. In the event that the Escrow Amount is not sufficient to fully cover the amount owed to Buyer, then Seller shall pay any shortfall to Buyer within 10 days after the amount due is calculated. In the event that the Adjusted Accounts Receivable exceeds the Accounts Receivable on Seller’s Statement, then the Escrow Agent shall pay all of shares the Escrow Amount to Seller within 10 days after the amount due is calculated. In the event that Seller timely objects to Buyer’s Statement, then the Escrow Agent shall only retain that portion of EarthCare Stock used to satisfy any adjustment the Escrow Amount which is equal to the Merger Consideration due amount in dispute and all other amounts shall be paid to the failure applicable parties within 10 days after the amount due is calculated. Such disputed amount shall be held by the Escrow Agent until both parties have resolved their differences and agreed to collect accounts receivable the Adjusted Accounts Receivable pursuant to this the process described in Section 2.B(2) shall be based upon the closing sale price of a share of EarthCare Stock on the NASDAQ system as reported in The Wall Street Journal for the trading day immediately preceding the day which is 90 days after Closing1.7.

Accounts Receivable Adjustment. Ninety (90) days after Notwithstanding anything herein to the Closing Date contrary, and in addition to any other adjustments set forth in this Agreement, the stock portion Purchase Price will be reduced dollar-for-dollar by the aggregate amount of the Merger Consideration shall be reduced to the extent by which the sum of (i) the notes and accounts receivable of the Company in existence as of the Closing Date that (net of the $22,000 reserve for doubtful accounts) (such net amount, the "Accounts Receivable"), which are not collected within 90 days after uncollected by the Company (the "Uncollected Receivables Amount") as of the 120th day following the Closing Date plus (iithe "Receivables Determination Date"). If there is an Uncollected Receivables Amount, the Purchaser shall be entitled to receive the Uncollected Receivables Amount from the Holdback within two (2) Business Days after the cashReceivables Determination Date; provided, cash equivalentshowever, and other marketable securities as of that if the Closing Date amount then left in the Holdback is less than the accounts payable as amount of the Closing Date Uncollected Receivables Amount, the Seller shall pay to the Purchaser, within two (such accounts payable shall not include any Long Term Liabilities)2) Business Days after the Receivables Determination Date, subject the amount by which the Holdback is less than Uncollected Receivables Amount by wire transfer or delivery of other immediately available funds. For the purpose of determining amounts collected by the Company with respect to and in accordance with the following: Accounts Receivable, (ai) After Closing, Subsidiary will use reasonable efforts to collect accounts receivable and retainage in accordance with prudent business practices and in a manner which will not result in the discount absence of other accounts receivable or retainage owed by the same a bona fide dispute between an account debtor or and the Company regarding receivables of the terms on which goods or services are provided such account debtor accrued prior to the same account debtor in the future. (b) Payments Closing Date, all payments by an account debtor will shall first be applied to the oldest invoices outstanding invoice due from that account debtor, and retainage first if (ii) in the case of a dispute between the Company and an account debtor does not designate application of with respect to a particular invoice, all payments to specific invoices. (c) Accounts receivable which are not collected within 90 days after they arose will shall be first applied to the allowance for doubtful accounts reflected on next oldest invoice due from that account debtor. The Company shall not be required to retain a collection agency, bring any suit, or take any other action out of the most recent Balance Sheet, and no reduction ordinary course of business to collect any of the Merger Consideration shall be made under this Section 2.B(2) until the allowance for doubtful accounts reflected on the Balance Sheet has been reduced to zero. (d) Accounts Receivable. To the extent an account receivable is that the Company has not collected within 90 days after the Closing Date full amount of the Accounts Receivable and the Merger Consideration is reduced under Purchaser has been compensated therefor in accordance with this Section 2.B(2)Section, Subsidiary will, upon the request of the Shareholders, Company shall assign the account receivable any such uncollected Accounts Receivable to the Shareholders. Any such assignment shall be made without recourse to Subsidiary, and the Shareholders shall indemnify Subsidiary against any claims which may be asserted by the account debtor which arose prior to the Closing Date. In the event such assignment is of only a portion of an account receivable, the Shareholders and Subsidiary shall cooperate in the collection thereofSeller. (e) The number of shares of EarthCare Stock used to satisfy any adjustment to the Merger Consideration due to the failure to collect accounts receivable pursuant to this Section 2.B(2) shall be based upon the closing sale price of a share of EarthCare Stock on the NASDAQ system as reported in The Wall Street Journal for the trading day immediately preceding the day which is 90 days after Closing.

Accounts Receivable Adjustment. Ninety (90) days after Notwithstanding anything herein ------------------------------ to the Closing Date contrary, and in addition to any other adjustments set forth in this Agreement, the stock portion Purchase Price will be reduced dollar-for-dollar by the aggregate amount of the Merger Consideration shall be reduced to the extent by which the sum of (i) the net notes and accounts receivable of the Company in existence as of the Closing Date that (the "Accounts Receivable"), which are not collected within 90 days after uncollected by the Closing Date plus Company ------------------- (iithe "Uncollected Receivables Amount") the cash, cash equivalents, and other marketable securities as of the 120th day following the Closing ------------------------------ Date (the "Receivables Determination Date"). "Accounts Receivable Write-offs" ------------------------------ ------------------------------ shall mean any accounts receivable of the Company which the Company has written off and which are not reflected on the Company balance sheet dated as of January 9, 1998. If there is an Uncollected Receivables Amount, the Purchaser shall be entitled to receive the Uncollected Receivables Amount less any payment the ---- Company has received which is specifically designated as payment of an Accounts Receivable Write-off (such difference, the "Uncollected Receivables Net --------------------------- Amount"), from the Holdback within two (2) Business Days after the Receivables Determination Date; provided, however, that if the Uncollected Receivables Net Amount is less than zero, the Purchaser shall not be obligated to make any payments and shall be entitled to keep amount by which the payments received on Accounts Receivable Write-offs exceeds the Uncollected Receivables Amount. If the amount then left in the Holdback is less than the accounts payable as amount of the Closing Date Uncollected Receivables Net Amount, a Representative shall pay to the Purchaser, within two (such accounts payable shall not include any Long Term Liabilities)2) Business Days after the Receivables Determination Date, subject the amount by which the Holdback is less than Uncollected Receivables Net Amount by wire transfer or delivery of other immediately available funds. For the purpose of determining amounts collected by the Company with respect to and in accordance with the following: Accounts Receivable, (ai) After Closing, Subsidiary will use reasonable efforts to collect accounts receivable and retainage in accordance with prudent business practices and in a manner which will not result in the discount absence of other accounts receivable or retainage owed by the same a bona fide dispute between an account debtor or and the Company regarding receivables of the terms on which goods or services are provided such account debtor accrued prior to the same account debtor in the future. (b) Payments Closing Date, all payments by an account debtor will shall first be applied to the oldest invoices outstanding invoice due from that account debtor, and retainage first if (ii) in the case of a dispute between the Company and an account debtor does not designate application of with respect to a particular invoice, all payments to specific invoices. (c) Accounts receivable which are not collected within 90 days after they arose will shall be first applied to the allowance for doubtful accounts reflected on next oldest invoice due from that account debtor. The Company shall not be required to bring any suit or take any other action out of the most recent Balance Sheet, and no reduction Ordinary Course of Business to collect any of the Merger Consideration shall be made under this Section 2.B(2) until the allowance for doubtful accounts reflected on the Balance Sheet has been reduced to zero. (d) Accounts Receivable. To the extent an account receivable is that the Company has not collected within 90 days after the Closing Date full amount of the Accounts Receivable and the Merger Consideration is reduced under Purchaser has been compensated therefor in accordance with this Section 2.B(2)Section, Subsidiary will, upon the request of the Shareholders, Company shall assign the account receivable any such uncollected Accounts Receivable to the Shareholders. Any such assignment shall be made without recourse to Subsidiary, and the Shareholders shall indemnify Subsidiary against any claims which may be asserted by the account debtor which arose prior to the Closing Date. In the event such assignment is of only a portion of an account receivable, the Shareholders and Subsidiary shall cooperate in the collection thereofSellers. (e) The number of shares of EarthCare Stock used to satisfy any adjustment to the Merger Consideration due to the failure to collect accounts receivable pursuant to this Section 2.B(2) shall be based upon the closing sale price of a share of EarthCare Stock on the NASDAQ system as reported in The Wall Street Journal for the trading day immediately preceding the day which is 90 days after Closing.

Accounts Receivable Adjustment. Ninety (90a) days after the Closing Date the stock portion of the Merger Consideration Seller shall be reduced deliver to Buyer, not later than three (3) Business Days prior to the extent by which the sum Primary Closing Date, a good faith estimate of (i) the SBG billed accounts receivable in respect of the Applicable Purchased Assets transferred as of such Primary Closing Date (the “Primary Closing Accounts Receivable Estimated Statement”) as of the close of business on the day immediately preceding the Primary Closing Date Date. Such estimate shall be signed by the chief financial officer or other authorized officer of Seller, who shall certify that are not collected within 90 days after the Closing Date plus (ii) the cash, cash equivalents, and other marketable securities as of the Closing Date is less than the accounts payable as of the Closing Date (such accounts payable shall not include any Long Term Liabilities), subject to and estimate was prepared in good faith in accordance with GAAP and from the following: (a) After Closing, Subsidiary will use reasonable efforts to collect books and records of Seller. If the aggregate SBG billed accounts receivable amount as set forth on the Primary Closing Accounts Receivable Estimated Statement (the “Primary Closing Estimated Accounts Receivable”) is equal to or exceeds the product of (x) a percentage equal to a fraction the numerator of which is equal to the aggregate revenue of SBG attributable to the SBG customers that are being transferred on the Primary Closing Date and retainage in accordance with prudent business practices the denominator of which is equal to the aggregate revenue of SBG as a whole, both as reflected on Schedule A and in a manner which will (y) the Aggregate Target Accounts Receivable (the “Primary Target Accounts Receivable”), the Applicable Cash Purchase Price payable by Buyer on the Primary Closing Date shall not result be adjusted. If the Primary Target Accounts Receivable exceeds the Primary Closing Estimated Accounts Receivable, the Applicable Cash Purchase Price payable by Buyer on the Primary Closing Date shall be reduced by an amount equal to such excess (the “Primary Closing Adjustment Amount”). During the period between the date hereof and the Primary Closing Date, Seller shall xxxx the customers of SBG only in the discount ordinary course of other accounts receivable or retainage owed by the same account debtor or of the terms on which goods or services are provided to the same account debtor in the futurebusiness consistent with its past billing practices. (b) Payments Seller shall deliver to Buyer, not later than three (3) Business Days prior to the Final Closing Date, a good faith estimate of (i) SBG billed accounts receivable in respect of the Applicable Purchased Assets transferred during the period from the Primary Closing Date to and including the Final Closing Date (provided that the Primary Closing Date is not the date of the Final Closing Date) (the “Final Closing Accounts Receivable Estimated Statement”) as of the close of business on the day immediately preceding the Final Closing Date. Such estimate shall be signed by the chief financial officer or other authorized officer of Seller, who shall certify that such estimate was prepared in good faith in accordance with GAAP and from the books and records of Seller. If the aggregate SBG billed accounts receivable amount as set forth on the Final Closing Accounts Receivable Estimated Statement (the “Final Closing Estimated Accounts Receivable”) is equal to or exceeds the product of (x) a percentage equal to a fraction the numerator of which is equal to the aggregate revenue of SBG attributable to the SBG customers that have been transferred the period from the Primary Closing Date to and including the Final Closing Date or are being transferred on the Final Closing Date and the denominator of which is equal to the aggregate revenue of SBG as a whole, both as reflected on Schedule A and (y) the Aggregate Target Accounts Receivable (the “Final Closing Target Accounts Receivable”), the Applicable Cash Purchase Price payable by Buyer on the Final Closing Date shall not be adjusted. If the Final Closing Target Accounts Receivable exceeds the Final Closing Estimated Accounts Receivable, the Applicable Cash Purchase Price payable by Buyer on the Final Closing Date shall be reduced by an account debtor will be applied amount equal to such excess (the oldest invoices “Final Closing Adjustment Amount”). During the period between the date hereof and retainage first if the account debtor does not designate application Final Closing Date, Seller shall xxxx the customers of payments to specific invoicesSBG only in the ordinary course of business consistent with its past billing practices. (c) Accounts receivable which are Seller shall prepare and deliver to Buyer, not collected within 90 later than forty-five (45) days after they arose will be applied each of the Primary Closing Date and the Final Closing Date (provided that the Primary Closing Date is not the date of the Final Closing Date), a statement (each, an “Actual Accounts Receivable Statement”) setting forth a calculation of the aggregate SBG billed accounts receivable that constituted Applicable Purchased Assets transferred as of the Primary Closing Date and from the Primary Closing Date to and including the allowance for doubtful accounts reflected Final Closing Date (as applicable), in each case measured as of the close of business on the most recent Balance Sheetday immediately preceding each such Applicable Closing Date (and as such may be adjusted following resolution of disputes in accordance with this Section 2.9, and no reduction to the Merger Consideration each an “Actual Accounts Receivable”). Such statement shall be made under this Section 2.B(2) until signed by the allowance for doubtful accounts reflected on chief financial or other authorized officer of Seller, who shall certify that such statement was prepared in good faith in accordance with GAAP from the Balance Sheet has been reduced books and records of Seller. In connection with the calculation and preparation of the Actual Accounts Receivable Statement, Buyer shall provide Seller and its independent certified public accountants reasonable access to zeroBuyer Employees and related personnel and all books and records of the Purchased Assets. (d) To If within forty-five (45) days following receipt of any Actual Accounts Receivable Statement by Buyer, Buyer has not provided Seller written notice of its objection as to the extent calculation of such Actual Accounts Receivable Statement (each, an account receivable is not collected within 90 days after the Closing Date and the Merger Consideration is reduced under this Section 2.B(2“Accounts Receivable Dispute Notice”), Subsidiary willthen the determination of Actual Closing Accounts Receivable, upon as calculated by Seller shall be binding and conclusive on the request parties. Buyer may waive this forty-five (45) day period by providing written notice to Seller of its acceptance of the ShareholdersActual Accounts Receivable Statement. During such period, assign the account receivable Seller shall give Buyer reasonable access to the Shareholders. Any such assignment shall be made without recourse to Subsidiary, personnel and the Shareholders shall indemnify Subsidiary against any claims which may be asserted by the account debtor which arose prior books and records of Seller relevant to the Closing Date. In the event such assignment is calculation of only a portion of an account receivable, the Shareholders and Subsidiary shall cooperate in the collection thereofActual Accounts Receivable. (e) The number If Buyer timely delivers to Seller an Accounts Receivable Dispute Notice (which notice shall state the basis of shares Buyer’s objection) within such forty-five (45) day period, Seller and Buyer shall use commercially reasonable efforts for a period of EarthCare Stock used ten (10) days after Seller’s receipt of such Accounts Receivable Dispute Notice (or such longer period as Seller and Buyer shall mutually agree upon) to satisfy resolve any adjustment disputes raised by Buyer with respect to the Merger Consideration due calculation of Actual Accounts Receivable, and Buyer and Seller shall provide information to the failure other party (as reasonably requested) related to collect accounts receivable pursuant the items of disagreement set forth in the Accounts Receivable Dispute Notice. Buyer and its Representatives shall have all reasonable rights of access to this the personnel and books and records of Seller that are primarily related to SBG for such purposes. If at the end of such ten (10) day period, Buyer and Seller fail to resolve the issues outstanding with respect to such Actual Accounts Receivable Statement, Buyer and Seller shall refer any remaining disagreements to the Independent Accounting Firm. (f) If issues are submitted to the Independent Accounting Firm for resolution: (i) each of Buyer and Seller shall submit to the Independent Accounting Firm their respective calculation of Actual Closing Accounts Receivable (each an “Accounts Receivable Proposed Amount”) within ten (10) days after the ten (10) day resolution period discussed in Section 2.B(22.9(d); (ii) Buyer and Seller shall furnish or cause to be furnished to the Independent Accounting Firm such work papers and other documents and information relating to the disputed issues as the Independent Accounting Firm may reasonably request and are available to that party or its Representatives and shall be afforded the opportunity to present to the Independent Accounting Firm any material relating to the disputed issues and to discuss the issues with the Independent Accounting Firm; and (iii) the Independent Accounting Firm shall make its own determination of the matters in dispute, as set forth in a notice to be delivered to Buyer and Seller (each, an “Accounts Receivable Closing Statement”) within thirty (30) days of the submission to the Independent Accounting Firm of the Accounts Receivable Proposed Amounts, which shall be final, binding and conclusive on the parties and which shall not be greater than as set forth in the Actual Accounts Receivable Statement nor less than as set forth in the Accounts Receivable Dispute Notice. (g) The fees and expenses of the Independent Accounting Firm (including any retainers) shall be based upon borne equally by Buyer and Seller. Buyer and Seller shall each bear its own legal, accounting and other fees and expenses of participating in such dispute resolution procedure. (i) If the closing sale price aggregate amount of a share of EarthCare Stock on Total Cash Purchase Price was decreased at the NASDAQ system as reported in The Wall Street Journal Primary Closing Date pursuant to Section 2.9(a) by the Primary Closing Adjustment Amount and the Primary Closing Target Accounts Receivable exceeds the Actual Accounts Receivable for the trading day immediately preceding Primary Closing Date, then the day which Total Cash Purchase Price shall be (x) increased by an amount equal to the Primary True Up Amount in the event the Primary True Up Amount is 90 days after Closing.a positive number or (y) decreased by an amount equal to

Accounts Receivable Adjustment. Ninety During the one (901) days after year period beginning on the Closing Date the stock portion Xxxxxx will use commercially reasonable efforts to collect Accounts Receivable and shall provide a quarterly report to Shareholder Representative of the Merger Consideration results of its collection activities. In addition, during that one (1) year period Xxxxxx shall be reduced cause Company to the extent by which the sum of (i) the accounts receivable as of the Closing Date that are not collected within 90 days after the Closing Date plus (ii) the cash, cash equivalents, and other marketable securities as of the Closing Date is less than the accounts payable as of the Closing Date (such accounts payable shall not include any Long Term Liabilities), subject to and issue invoices for Work in Process in accordance with the following: (a) After Closingapplicable contract terms and in the Ordinary Course of Business, Subsidiary will and shall use commercially reasonable efforts to collect accounts receivable the Work in Process Receivables. If the dollar amount of Accounts Receivable and retainage Work in Process on the Closing Date Balance Sheet minus the Accounts Receivable and Work in Process Receivables actually collected by Company during the one (1) year period beginning on the Closing Date exceeds a basket amount of One Hundred Thousand Dollars ($100,000.00) (the “Receivables Basket”) then the principal amount of the First Promissory Note shall be reduced dollar for dollar by the amount of the excess over the Receivables Basket (such subtracted principal to be allocated proportionately among all holders of the First Promissory Note (or their assignees) in accordance with prudent business practices and in a manner which will not result in the discount of other accounts receivable or retainage owed by the same account debtor or their relative share of the terms on which goods or services are provided to principal amount of such First Promissory Note) and payments under the same account debtor in the future. (b) Payments by an account debtor will be applied to the oldest invoices and retainage first if the account debtor does not designate application of payments to specific invoices. (c) Accounts receivable which are not collected within 90 days after they arose will be applied to the allowance for doubtful accounts reflected on the most recent Balance Sheet, and no reduction to the Merger Consideration First Promissory Note shall be made under this Section 2.B(2) until re-amortized accordingly effective with the allowance for doubtful accounts reflected on the Balance Sheet has been reduced to zero. (d) To the extent an account receivable is not collected within 90 days after the Closing Date and the Merger Consideration is reduced under this Section 2.B(2), Subsidiary will, upon the request first anniversary of the Shareholders, assign the account receivable to the Shareholders. Any such assignment shall be made without recourse to Subsidiary, and the Shareholders shall indemnify Subsidiary against any claims which may be asserted by the account debtor which arose prior to the Closing Date. In the event such assignment is of only a portion of an account receivable, the Shareholders and Subsidiary shall cooperate in the collection thereof. (e) The number of shares of EarthCare Stock used to satisfy Following any adjustment to the Merger Consideration due to the failure to collect accounts receivable pursuant to this Section 2.B(2) 2.3.2 Xxxxxx shall cause Company to assign to Shareholder Representative for the benefit of Seller all uncollected Accounts Receivable and Work in Process Receivables for collection action by Shareholder Representative for the benefit of Seller (the ownership of such uncollected Accounts Receivable and Work in Process Receivables to be allocated proportionately among all Party Shareholders and Non-Party Shareholders in accordance with their percentage ownership in the Seller). For U.S. federal, state and local income tax purposes, the parties agree that the value of any such uncollected Accounts Receivable and Work in Process Receivables that shall be based upon transferred to Shareholder Representative pursuant to this Section 2.3.2 shall have a fair market value of $0.00, to the closing sale price of a share of EarthCare Stock on maximum extent allowable under applicable law, and the NASDAQ system as reported parties shall file their tax returns consistent with such agreement.. After such assignment neither Xxxxxx nor Company shall have any obligation to attempt to collect any such assigned Accounts Receivable or Work in The Wall Street Journal Process Receivables, but should any such amount be paid to either Xxxxxx or Company then Xxxxxx shall pay to Shareholder Representative for the trading day immediately preceding benefit of Seller any such amount that is thereafter collected by it or Company (with such payment not being considered a purchase price adjustment, but rather such payment shall be treated as the day which is 90 days after Closingremittance to the Shareholder Representative of funds that are beneficially owned by Seller as a result of the previous assignment of the uncollected Accounts Receivable and Work in Process Receivables to the Shareholder Representative for the benefit of Seller). By agreeing to perform services and make efforts to collect Accounts Receivable or Work in Process Receivables neither Xxxxxx nor Company shall be deemed in any manner to guarantee the collection of Accounts Receivable or Work in Process Receivables and shall not be liable for any outside costs of collection such as collection agencies or legal fees. The adjustment set forth in this Section 2.3.2 shall be the sole adjustment with respect to Accounts Receivable and/or Work in Process Receivables.

Accounts Receivable Adjustment. Ninety (90) days after Notwithstanding anything herein ------------------------------ to the Closing Date contrary, and in addition to any other adjustments set forth in this Agreement, the stock portion of the Merger Consideration shall Purchase Price will be reduced to dollar-for-dollar by the extent by which the sum aggregate amount of (i) the accounts receivable of the Company (net of any allowance for doubtful accounts receivable utilized for purposes of determining the Actual Net Equity), in existence as of the Closing (the "Accounts Receivable"), which are ------------------- uncollected by the Company (the "Uncollected Receivables Amount") as of the ------------------------------ 120th day following the Closing Date that are not collected (the "Receivables Determination Date"). If ------------------------------ there is an Uncollected Receivables Amount, the Purchaser shall be entitled to receive the Uncollected Receivables Amount from the Holdback within 90 two (2) business days after the Closing Date plus (ii) Receivables Determination Date; provided, however, that if the cash, cash equivalents, and other marketable securities as of amount then left in the Closing Date Holdback is less than the amount of the Uncollected Receivables Amount, the Representative shall pay, or cause to be paid, to the Purchaser, within two (2) business days after the Receivables Determination Date, the amount by which the Holdback is less than Uncollected Receivables Amount by wire transfer or delivery of other immediately available funds. Additionally, if the amount of accounts payable receivable actually collected as of the 120th day following the Closing Date exceeds the Accounts Receivable, the Purchaser shall pay to the Representative, within two (2) business days after the Receivables Determination Date, the amount of such accounts payable excess by wire transfer or delivery of other immediately available funds. The Company shall not include be required to retain a collection agency, bring any Long Term Liabilities)suit, subject or take any other action out of the ordinary course of business to collect any of the Accounts Receivable. To the extent that the Company has not collected the full amount of the Accounts Receivable and the Purchaser has been compensated therefor in accordance with this Section 2.3, the following: (a) After Closing, Subsidiary will use reasonable efforts to collect accounts receivable and retainage in accordance with prudent business practices and in a manner which will not result in the discount of other accounts receivable or retainage owed by the same account debtor or of the terms on which goods or services are provided Company shall assign any such uncollected Accounts Receivable to the same account debtor in the future. (b) Payments by an account debtor will be applied to the oldest invoices and retainage first if the account debtor does not designate application of payments to specific invoices. (c) Accounts receivable which are not collected within 90 days after they arose will be applied to the allowance for doubtful accounts reflected on the most recent Balance Sheet, and no reduction to the Merger Consideration shall be made under this Section 2.B(2) until the allowance for doubtful accounts reflected on the Balance Sheet has been reduced to zero. (d) To the extent an account receivable is not collected within 90 days after the Closing Date and the Merger Consideration is reduced under this Section 2.B(2), Subsidiary will, upon the request of the Shareholders, assign the account receivable to the Shareholders. Any such assignment shall be made without recourse to Subsidiary, and the Shareholders shall indemnify Subsidiary against any claims which may be asserted by the account debtor which arose prior to the Closing DateSellers. In the event any such assignment assigned uncollected Accounts Receivable is of only a portion of an account receivablesubsequently received by the Company, the Shareholders and Subsidiary Company shall cooperate in the collection thereof. (e) The number of shares of EarthCare Stock used to satisfy any adjustment promptly remit such payment to the Merger Consideration due to the failure to collect accounts receivable pursuant to this Section 2.B(2) shall be based upon the closing sale price of a share of EarthCare Stock on the NASDAQ system as reported in The Wall Street Journal for the trading day immediately preceding the day which is 90 days after ClosingRepresentative.

Accounts Receivable Adjustment. Ninety (90a) Within ten (10) days after the Closing Date Closing, the stock portion of Seller and the Merger Consideration Purchaser shall be reduced to the extent by which the sum jointly prepare a list of (i) the accounts receivable of the Seller relating to the Sprintank Business in existence as of the Closing Date that are not collected within 90 days after the Closing Date plus and (ii) all other amounts owing to the cash, cash equivalents, and other marketable securities as Seller with respect to the Sprintank Business for services previously rendered by the Seller which would have constituted accounts receivable of the Seller if the Seller had billed such amounts prior to the Closing Date (collectively, the "Closing Accounts Receivable"). The amount of such listed Closing Accounts Receivable is referred to herein as the "Closing Accounts Receivable Amount." If the Closing Accounts Receivable Amount is greater than $2,225,773, the Sprintank Purchase Price shall be increased by the amount of such excess and the Purchaser shall pay such excess to the Seller on or before the fifteenth (15th) day following the Closing. If the Closing Accounts Receivable Amount is less than $2,225,773, the accounts payable as Sprintank Purchase Price shall be decreased by the amount of such shortfall and the Closing Date Seller shall pay such shortfall to the Purchaser on or before the fifteenth (such accounts payable 15th) day following the Closing. Such payment shall not include any Long Term Liabilities), subject to and in accordance with the following: (a) After Closing, Subsidiary will use reasonable efforts to collect accounts receivable and retainage in accordance with prudent business practices and in a manner which will not result in the discount be made by wire transfer or delivery of other accounts receivable or retainage owed by the same account debtor or of the terms on which goods or services are provided immediately available funds and shall be deemed to be an adjustment to the same account debtor in the futureSprintank Purchase Price. (b) Payments If collections by the Purchaser with respect to the Closing Accounts Receivable during the 90-day period between the Closing Date and the 90th day following the Closing Date are less than the Closing Accounts Receivable Amount (such deficit is the "Uncollected Receivables Amount"), the Purchaser shall be entitled to receive from the Holdback, within two (2) business days after the determination thereof, an amount equal to the Uncollected Receivables Amount; provided, however, that if the Holdback is less than the Uncollected Receivables Amount, the Seller shall pay to the Purchaser, within two (2) business days after the determination of the Uncollected Receivables Amount, the amount by which the Holdback is less than the Uncollected Receivables Amount by wire transfer or delivery of other immediately available funds; provided that if collections by the Purchaser with respect to the Closing Accounts Receivable during the 90-day period between the Closing Date and the 90th day following the Closing Date are greater than the Closing Accounts Receivable Amount (such excess is the "Excess Collections"), the Purchaser shall pay to the Seller, within two (2) business days after the determination of the Excess Collections, an amount equal to the Excess Collections by wire transfer or delivery of other immediately available funds. Such payment shall be deemed to be an adjustment to the Sprintank Purchase Price. (c) The Purchaser agrees to use commercially reasonable efforts to collect all of the Closing Accounts Receivable. The Purchaser shall furnish the Seller with all such records and other information as the Seller may reasonably require to verify the amounts collected by the Purchaser with respect to the Closing Accounts Receivable. For the purpose of determining amounts collected by the Purchaser with respect to the Closing Accounts Receivable, (i) in the absence of a bona fide dispute between an account debtor and the Purchaser regarding receivables of such account debtor accrued prior to the Closing Date, all payments by an account debtor will shall first be applied to the oldest invoices outstanding invoice due from that account debtor, and retainage first if (ii) in the case of a dispute between the Purchaser and an account debtor does not designate application of with respect to a particular invoice, all payments to specific invoices. (c) Accounts receivable which are not collected within 90 days after they arose will shall be first applied to the allowance for doubtful accounts reflected on next oldest invoice due from that account debtor. The Purchaser shall not be required to retain a collection agency, bring any suit, or take any other action out of the most recent Balance Sheet, and no reduction ordinary course of business as it was conducted prior to the Merger Consideration shall be made under this Section 2.B(2) until Closing to collect any of the allowance for doubtful accounts reflected on the Balance Sheet has been reduced to zeroClosing Accounts Receivable. (d) To the extent an account receivable is that the Purchaser has not collected within 90 days after the full amount of the Closing Date Accounts Receivable and has been paid by the Merger Consideration is reduced under this Sellers in accordance with Section 2.B(22.4(b), Subsidiary will, upon the request of the Shareholders, assign the account receivable Purchaser shall reassign any such uncollected Closing Accounts Receivable to the Shareholders. Any such assignment shall be made without recourse to Subsidiary, and the Shareholders shall indemnify Subsidiary against any claims which may be asserted by the account debtor which arose prior to the Closing Date. In the event such assignment is of only a portion of an account receivable, the Shareholders and Subsidiary shall cooperate in the collection thereofSeller. (e) The number In the event that after the Closing Date, the Seller shall receive any remittance from or on behalf of shares of EarthCare Stock used any account debtor with respect to satisfy any adjustment accounts receivable relating to the Merger Consideration due Sprintank Business (excluding any Closing Accounts Receivable reassigned to the failure Seller or any Closing Accounts Receivable that have already been paid in full), the Seller shall endorse without recourse such remittance to collect accounts receivable pursuant the order of the Purchaser and forward same to this Section 2.B(2the Purchaser promptly upon receipt thereof. (f) In the event that the Purchaser shall be based receive any remittance from or on behalf of any account debtor with respect to any Closing Account Receivable after such Closing Account Receivable has been reassigned to the Seller or with respect to any Closing Accounts Receivable that have already been paid in full, the Purchaser shall endorse such remittance to the order of the Seller and forward the same to the Seller promptly upon the closing sale price of a share of EarthCare Stock on the NASDAQ system as reported in The Wall Street Journal for the trading day immediately preceding the day which is 90 days after Closingreceipt thereof.

Accounts Receivable Adjustment. Ninety From the Closing Date through ninety (90) days after the Closing Date the stock portion of the Merger Consideration Date, Surviving Company shall be reduced to the extent by which the sum of (i) the accounts receivable as of the Closing Date that are not collected within 90 days after the Closing Date plus (ii) the cash, cash equivalents, and other marketable securities as of the Closing Date is less than the accounts payable as of the Closing Date (such accounts payable shall not include any Long Term Liabilities), subject to and in accordance with the following: (a) After Closing, Subsidiary will use its commercially reasonable efforts to collect accounts receivable and retainage in accordance with prudent business practices and in a manner which will not result in the discount Accounts Receivable. Any partial receipts of other accounts receivable or retainage owed by the same account debtor or of the terms on which goods or services are provided to the same account debtor in the future. (b) Payments by an account debtor will Accounts Receivable shall be first applied to against the oldest invoices and retainage first if the outstanding Accounts Receivable of such account debtor does not designate application of payments to specific invoices. (c) Accounts receivable which are not collected within 90 days after they arose will be applied to the allowance for doubtful accounts reflected on the most recent Balance Sheet, and no reduction to the Merger Consideration shall be made under this Section 2.B(2) until the allowance for doubtful accounts reflected on the Balance Sheet has been reduced to zero. (d) To the extent an account receivable is not collected within 90 days after the Closing Date and the Merger Consideration is reduced under this Section 2.B(2), Subsidiary will, upon the request of the Shareholders, assign the account receivable to the Shareholders. Any such assignment shall be made without recourse to Subsidiary, and the Shareholders shall indemnify Subsidiary against any claims which may be asserted by the account debtor which arose prior to the Closing Datedebtor. In the event that Surviving Company is unable to collect any part of the Accounts Receivable (the “Uncollected Accounts Receivable”) upon the conclusion of said ninety (90) day anniversary, then, at the sole discretion of Parent, (1) the amount of the Closing Working Capital shall be decreased (without duplication) by such assignment is amount of only Uncollected Accounts Receivable on the Final Closing Date Statement pursuant to Section 2.08(b), (2) the Uncollected Accounts Receivable may be handled in a portion of an account receivablemanner mutually acceptable to Seller and Parent, or (3)(i) Surviving Company shall assign the Shareholders Uncollected Accounts Receivable to the Seller, or Seller’s designee, who shall be entitled to collect the Uncollected Accounts Receivable for its sole benefit, and Subsidiary (ii) payment by Seller Group for such Uncollected Accounts Receivable shall cooperate be made by Seller to Parent by either (a) wire transfer in immediately available funds or (b) offset against the Escrow Amount; provided however that the aggregate amount that may be offset against the Escrow Amount shall not exceed $75,000. Seller shall have the right to pursue the collection thereof. (e) The number of shares of EarthCare Stock used to satisfy any adjustment the Uncollected Accounts Receivable prior to the Merger Consideration due to expiration of the failure to collect applicable statute of limitation for collection of such funds. Seller’s collection of such accounts receivable pursuant to this Section 2.B(2) shall be based upon consistent with the closing sale price past practices of a share the Company, which includes, among other things, commercially reasonable efforts not to injure any customer relationships of EarthCare Stock on such Company or of the NASDAQ system Business as reported it relates to Surviving Company or Parent after the Closing. In no event shall Seller or its designee initiate or threaten any Action against any such account debtor in The Wall Street Journal for connection with its collections of any such Uncollected Accounts Receivable without the trading day immediately preceding the day consent of Parent (which is 90 days after Closingconsent shall not be unreasonably withheld or delayed).

Accounts Receivable Adjustment. Ninety (90) days after the Closing Date the stock portion of the Merger Consideration shall be reduced to the extent by which the sum of (i) the accounts receivable as of the Closing Date that are not collected within 90 days after the Closing Date plus (ii) the cash, cash equivalents, and other marketable securities as of the Closing Date is less than the accounts payable as of the Closing Date (such accounts payable shall not include any Long Term Liabilities), subject to and in accordance with the following: (a) After Closing, Subsidiary will Buyer shall use commercially reasonable efforts (consistent with the efforts historically used by Buyer prior to Closing) to collect accounts the Closing Accounts Receivable. Buyer shall apply collections from each customer to the earliest open receivable and retainage in accordance with prudent business practices and in a manner which will not result in the discount of other accounts receivable or retainage owed due from that customer, unless otherwise specified by the same account debtor customer or unless the payment clearly applies to a specific invoice. Buyer shall maintain complete records of all customer payments received by the Buyer and customer credits issued by the Buyer from the Closing Date until such time as all Closing Accounts Receivable have been collected (“Collected Accounts Receivable”), or remain uncollected and have been determined to be ninety (90) days past due (“Uncollected Accounts Receivable”)(provided that any such nonpayment is not attributable to Buyer’s failure to perform under a Seller Contract assumed by Buyer after the Closing Date), at which time Buyer shall deliver to Seller copies of such records (which records shall show the individual amounts of such payments and credits that were applied to the Closing Accounts Receivable), together with a statement (the “Accounts Receivable Statement”) as to which of the terms Closing Accounts Receivable were Collected Accounts Receivable and which were Uncollected Accounts Receivable. Seller shall notify Buyer of any objections to such Accounts Receivable Statement within ten (10) business days after Seller receives such documents. If Seller does not notify Buyer of any objections by the end of such 10-day period, then the amount of Collected Accounts Receivable and Uncollected Accounts Receivable shown on which goods or services the Accounts Receivable Statement shall be considered final on the last day of such 10-day period. If Seller does notify Buyer of any objections by the end of such 10-day period, and Seller and Buyer are provided unable to resolve their differences within fifteen (15) calendar days thereafter, then the same account debtor in disputed amounts shall be submitted to an independent public accounting firm selected by Buyer and Seller (“Arbiter”) for resolution, with the futurecosts thereof paid 50% by Seller and 50% by Buyer, and the Arbiter shall be instructed to deliver a final Accounts Receivable Statement to Seller and Buyer as soon as possible. (b) Payments In the event that the amount of the Collected Accounts Receivable as finally determined pursuant to Section 2.08(a) is less than $750,000, then within five (5) business days after the Accounts Receivable Statement is finalized as provided in Section 2.08(a), Seller and/or Shareholder shall pay to Buyer the amount by an which the Collected Accounts Receivable is less than $750,000, but in no event shall Seller and Shareholder pay more than $100,000 (such amount, the “Adjustment Amount”). At the time of such payment (“A/R Adjustment Payment Date”), Buyer shall assign the Uncollected Accounts Receivable to Seller without recourse. If before the A/R Adjustment Payment Date, Buyer receives any payments on account debtor will of the Uncollected Accounts Receivable, then Buyer shall promptly notify Seller, and the amount of such payments shall be applied to reduce the oldest invoices and retainage first if the account debtor does not designate application of payments to specific invoices. (c) Accounts receivable which are not collected within 90 days after they arose will be applied to the allowance for doubtful accounts reflected on the most recent Balance SheetAdjustment Amount. If, and no reduction to the Merger Consideration shall be made under this Section 2.B(2) until the allowance for doubtful accounts reflected on the Balance Sheet has been reduced to zero. (d) To the extent an account receivable is not collected within 90 days after the Closing Date and the Merger Consideration is reduced under this Section 2.B(2)A/R Adjustment Payment Date, Subsidiary will, upon the request Buyer receives any payments on account of the ShareholdersUncollected Accounts Receivable, assign then Buyer shall promptly remit the account receivable amount thereof to Seller. After the Shareholders. Any such assignment shall be made without recourse A/R Adjustment Date, Seller may attempt to Subsidiarydirectly collect the Uncollected Accounts Receivable, and the Shareholders shall indemnify Subsidiary provided that, before submitting to a collection agency or initiating legal action against any claims which may be asserted by customer of Buyer, Seller shall notify Buyer and afford Buyer sixty (60) calendar days to persuade the account debtor which arose prior customer to pay or, at Buyer’s sole option, to purchase the Closing Date. In the event such assignment is of only a portion of an account receivable, the Shareholders and Subsidiary shall cooperate Uncollected Accounts Receivable in the collection thereofquestion from Seller. (e) The number of shares of EarthCare Stock used to satisfy any adjustment to the Merger Consideration due to the failure to collect accounts receivable pursuant to this Section 2.B(2) shall be based upon the closing sale price of a share of EarthCare Stock on the NASDAQ system as reported in The Wall Street Journal for the trading day immediately preceding the day which is 90 days after Closing.

Accounts Receivable Adjustment. Ninety In addition to any other ------------------------------ adjustments set forth in this Agreement, the Purchase Price will be reduced dollar-for-dollar by the aggregate amount of the accounts receivable of the Company taken into account in determining Actual Net Equity (90net of any aggregate amount accrued for doubtful accounts in accordance with GAAP and net of any applicable credits for sales tax and returns of items consistent with past custom and practice, but in each case, to the extent such allowances and credits are taken into account as deductions in determining Actual Net Equity) (the "Net Accounts Receivable"), which are uncollected by the Company or its ----------------------- Subsidiaries (the "Uncollected Receivables Amount") as of the 120th day ------------------------------ following the Closing Date (the "Receivables Determination Date"). If there is ------------------------------ an Uncollected Receivables Amount, the Purchaser shall be entitled to receive the Uncollected Receivables Amount from the Escrow Account within two (2) business days after the Closing Date Receivables Determination Date; provided, however, that -------- ------- if the stock portion of amount then left in the Merger Consideration shall be reduced to the extent by which the sum of (i) the accounts receivable as of the Closing Date that are not collected within 90 days after the Closing Date plus (ii) the cash, cash equivalents, and other marketable securities as of the Closing Date Escrow Account is less than the accounts payable as amount of the Closing Date Uncollected Receivables Amount, the Seller shall pay to the Purchaser, within two (2) business days after the Receivables Determination Date, the amount by which the Escrow Account is less than Uncollected Receivables Amount by wire transfer or delivery of other immediately available funds. If the amounts collected in respect of Net Accounts Receivable exceeds the amount of Net Accounts Receivable, then the Purchaser shall pay to the Seller, within two business days after the determination of such accounts payable amount, the amount of any such excess by wire transfer or delivery of other immediately available funds. The Company shall not include be required to retain a collection agency, bring any Long Term Liabilities)suit, subject or take any other action out of the Ordinary Course of Business to collect any of the Net Accounts Receivable; provided that the Company shall use efforts equal to those it then employs with respect to the collection of accounts receivable consistent with the Company's practices prior to the Closing to collect such Net Accounts Receivable, and it shall not, without the written consent of the Shareholder, compromise, forgive, delay the time for collection or otherwise lessen any other obligation with respect to the Net Accounts Receivable, except where to do so would be consistent with past practices and would not involve in excess of 10% of the amount then outstanding for the account in question. To the extent that the Company has not collected the full amount of the Net Accounts Receivable and the Purchaser has been compensated therefor in accordance with this Section, the following: Company shall (ai) After Closingassign any such uncollected Net Accounts Receivable to the Seller, Subsidiary will use reasonable (ii) reasonably assist in the collection of such Net Accounts Receivables, (iii) give the Seller any records or other written, electronic or other data used in connection with its efforts to collect accounts receivable such Net Accounts Receivable, and retainage in accordance with prudent business practices (iv) shall immediately remit to the Seller any amounts received by and in a manner which will not result in respect of any Net Accounts Receivable following the discount time of other accounts receivable or retainage owed the assignment of such uncollected Net Accounts Receivable. For the purpose of determining amounts collected by the same account debtor or of the terms on which goods or services are provided Company with respect to the same account debtor in the future. Net Accounts Receivable, (bi) Payments by if an account debtor will specifies that a payment should be applied to a particular invoice, such payment shall be applied to such invoice and (ii) if an account debtor does not specify to which invoice payment should be applied, such payment shall be applied to the oldest invoices and retainage first if the outstanding invoice due from that account debtor does not designate application of payments to specific invoicesdebtor. (c) Accounts receivable which are not collected within 90 days after they arose will be applied to the allowance for doubtful accounts reflected on the most recent Balance Sheet, and no reduction to the Merger Consideration shall be made under this Section 2.B(2) until the allowance for doubtful accounts reflected on the Balance Sheet has been reduced to zero. (d) To the extent an account receivable is not collected within 90 days after the Closing Date and the Merger Consideration is reduced under this Section 2.B(2), Subsidiary will, upon the request of the Shareholders, assign the account receivable to the Shareholders. Any such assignment shall be made without recourse to Subsidiary, and the Shareholders shall indemnify Subsidiary against any claims which may be asserted by the account debtor which arose prior to the Closing Date. In the event such assignment is of only a portion of an account receivable, the Shareholders and Subsidiary shall cooperate in the collection thereof. (e) The number of shares of EarthCare Stock used to satisfy any adjustment to the Merger Consideration due to the failure to collect accounts receivable pursuant to this Section 2.B(2) shall be based upon the closing sale price of a share of EarthCare Stock on the NASDAQ system as reported in The Wall Street Journal for the trading day immediately preceding the day which is 90 days after Closing.

Accounts Receivable Adjustment. Ninety (90i) The Sellers shall deliver to the Purchasers a certificate including a list of the Company’s Accounts Receivable as of the Cut Off Date, including the amount and due date of each Account Receivable, provided that all amounts shall be reflected in the local currency of the issuer of the relevant Account Receivable and converted into US$ at such date at the Applicable FX Rate (the “Accounts Receivable Certificate”); provided further that, (1) the total unbilled amounts to customers as of the Cut Off Date shall be included in the Accounts Receivable Certificate as an aggregate line item (the “Unbilled Amounts as of the Cut Off Date”), (2) within 15 calendar days after Closing, the Sellers of the Selling Management Group shall disaggregate such amount, identifying the corresponding amounts payable by each applicable customer and issuing the relevant invoices, including any applicable value added tax thereon, and (3) the amount of each such invoices, including any applicable value added taxes thereon, converted into US$ at the Applicable FX Rate, shall be deemed an Account Receivable as if they had been included in the Accounts Receivable Certificate and shall be taken into consideration for the adjustments contemplated in this Section 1.5.(b). The Accounts Receivable Certificate shall be executed by RW. (ii) At any time during the twelve months after the Closing Date (the stock portion of “Account Receivable Period”), the Merger Consideration Purchasers shall be reduced entitled to seek payment from the Sellers, and the Sellers shall be required to compensate the Purchasers, to the extent by which the sum of (i) the accounts receivable any Accounts Receivable outstanding as of the Closing Date Date, as listed in the Accounts Receivable Certificate, remained uncollected 120 calendar days following the due date of each of such Accounts Receivable for any reason whatsoever (including its accounting as Bad Debt) (each an “Account Receivable Reduction”). For such purpose, at any time during the Account Receivable Period, the Purchasers shall serve one or more notices to Sellers, each enclosing a certificate identifying the relevant Accounts Receivable that are is the basis of such reimbursement and the calculation of the relevant Account Receivable Reduction (each an “Account Receivable Reduction Report”). Failure to include any Account Receivable reported in the Accounts Receivable Certificate in an Account Receivable Reduction Report on or before the expiration of the Account Receivable Period shall be deemed as an irrevocable and unconditional waiver of Purchasers to make any claim against Sellers in connection with such Accounts Receivable to the extent not collected included in any other Account Receivable Reduction Report. (iii) Any Account Receivable Reduction shall be paid by the Sellers on a date no later than ten (10) Business Days after each Account Receivable Reduction has been communicated by means of an Account Receivable Reduction Report to the Sellers and in any event no later than the last day of the Account Receivable Period, to the account designated in writing by Purchasers at least three (3) Business Days prior to such payment. If any such amount is not paid within 90 days after the Closing Date aforementioned ten (10)-Business Day period, the Purchasers shall be entitled to deduct the corresponding amount (plus a default interest at a rate of 6% per annum during the relevant period) from the Earn Out Payment and/or the Cash for G-Shares Tranche 2. Liability of the Sellers for any adjustments or amounts due in accordance herewith shall be several and joint, except for the Sellers of the Selling Non-Management Group, which liability shall be several and not joint. For the avoidance of doubt, once any Account Receivable included in an Account Receivable Reduction Report has been duly paid by the Sellers in favor of the Purchasers, the Sellers will be entitled to initiate the collection of the relevant amounts of such Accounts Receivables from the corresponding third parties and, in the event that any of the relevant Accounts Receivable is eventually paid up to the Company or any Subsidiary, the Purchasers shall immediately reimburse the Sellers, proportionally, for the corresponding amount (ii) less applicable reasonable expenses incurred by the cashCompany, cash equivalentsthe Purchasers or any Affiliate thereof in connection with such collection). The Purchasers shall not, and other marketable securities as shall cause the Company and the Subsidiaries not to, assign any of the Closing Date is less than Accounts Receivable included in the accounts payable as Accounts Receivable Certificate nor waive any right in connection therewith against debtor. If requested by the Sellers, the Purchasers shall cause the Company or the relevant Subsidiary to issue a power-of-attorney in favor of the Closing Date Sellers (or their designee) to enforce the collection of any Accounts Receivable the amount of which has been paid by the Sellers (either in case or by means of compensation as set forth in this Agreement), whether in- or out-of court. For the purposes of any applicable payment or deduction made pursuant to an Account Receivable Reduction Report, any amounts included therein shall be expressed in US$ as set forth in the Accounts Receivable Certificate. (iv) The Parties acknowledge and agree that, while neither the Company, its Subsidiaries, nor the Purchasers has an obligation to initiate any collection proceeding of any nature with respect to uncollected accounts, the Company, its Subsidiaries and the Purchasers will handle such accounts payable shall not include any Long Term Liabilities), subject to receivable in the Company’s or relevant Subsidiary’s ordinary course of business and in accordance with the following: (a) After Closing, Subsidiary will use make commercially reasonable efforts to collect accounts receivable and retainage in accordance with prudent business practices and in a manner which will not result in them during the discount of other accounts receivable or retainage owed by the same account debtor or of the terms on which goods or services are provided to the same account debtor in the future120 calendar days following their agreed due date. (bv) Payments by an account debtor will be applied To avoid duplication of adjustments against Sellers, notwithstanding anything to the oldest invoices and retainage first if the contrary in this Agreement, any Bad Debt already taken into account debtor does for purposes of Section 1.5.(a) shall not designate application of payments be subject again to specific invoices. (c) Accounts receivable which are not collected within 90 days after they arose will be applied to the allowance for doubtful accounts reflected on the most recent Balance SheetSection 1.5.(b), and no reduction to the Merger Consideration shall be made under this Section 2.B(2) until the allowance for doubtful accounts reflected on the Balance Sheet has been reduced to zerovice versa. (d) To the extent an account receivable is not collected within 90 days after the Closing Date and the Merger Consideration is reduced under this Section 2.B(2), Subsidiary will, upon the request of the Shareholders, assign the account receivable to the Shareholders. Any such assignment shall be made without recourse to Subsidiary, and the Shareholders shall indemnify Subsidiary against any claims which may be asserted by the account debtor which arose prior to the Closing Date. In the event such assignment is of only a portion of an account receivable, the Shareholders and Subsidiary shall cooperate in the collection thereof. (e) The number of shares of EarthCare Stock used to satisfy any adjustment to the Merger Consideration due to the failure to collect accounts receivable pursuant to this Section 2.B(2) shall be based upon the closing sale price of a share of EarthCare Stock on the NASDAQ system as reported in The Wall Street Journal for the trading day immediately preceding the day which is 90 days after Closing.

Accounts Receivable Adjustment. Ninety Within ten (9010) days after the Closing Date the stock portion of the Merger Consideration shall be reduced to the extent by which the sum later of (i) the accounts receivable as date of the Closing Date that are not collected within 90 days after final determination of the Closing Date plus Final Working Capital Schedule or (ii) the cash, cash equivalents, and other marketable securities as of the Closing Date is less than the accounts payable as of date one (1) year after the Closing Date (such accounts payable shall not include any Long Term Liabilitieslater date, the “Adjustment Date”), subject to the PRGX Parties shall calculate and in accordance with the following: determine (a) After Closingthe aggregate amount, Subsidiary will use reasonable efforts to collect if any, of the unpaid balance, as of the Adjustment Date, of all accounts receivable and retainage in accordance with prudent business practices and in (whether billed or unbilled but less applicable reserves) which were included as a manner which will not result in the discount of other accounts receivable or retainage owed by the same account debtor or part of the terms current assets on which goods or services are provided to the same account debtor in Final Working Capital Schedule (the future. “Uncollected Accounts Receivable”) and (b) Payments the aggregate amount, if any, of payments received by an the PRGX Parties on account debtor of the accounts receivable (whether billed or unbilled) included as part of the current assets on the Final Working Capital Schedule that exceeded the amount (less applicable reserves) set forth on the Final Working Capital Schedule for such accounts receivable (i.e., the PRGX Parties receive payment on amounts reserved on the Final Working Capital Schedule for accounts receivable (whether billed or unbilled)) (the “Surplus Accounts Receivable”). The PRGX Parties will be applied prepare and deliver to the oldest invoices Shareholders a preliminary calculation (including reasonable detail thereof) of the amounts, if any, of the Uncollected Accounts Receivable or Surplus Accounts Receivable as of the Adjustment Date (the “Adjustment Calculation”). Upon Shareholder’s receipt of the Adjustment Calculation, the procedures set forth in Sections 2.3(e) and retainage first if 2.3(f) (unless the account debtor does not designate application context otherwise requires) shall apply to reach a final determination of payments to specific invoices. the Adjustment Calculation. Within ten (c10) Accounts receivable which are not collected within 90 days after they arose will be applied of the final determination of the Adjustment Calculation pursuant to the allowance for doubtful accounts reflected preceding sentence, the Shareholders shall pay the PRGX Parties the amount (net of any reduction in the amount of the deferred Tax liability set forth on the most recent Balance SheetFinal Working Capital Schedule due to the uncollected accounts receivable) of the Uncollected Accounts Receivable, if any, and no reduction the PRGX Parties shall pay the Shareholders the amount (net of any Tax liabilities not taken into account in the deferred Tax liability set forth on the Final Working Capital Schedule with respect to collection of such accounts receivable) of the Surplus Accounts Receivable, if any. The amounts payable as Uncollected Accounts Receivable, on one hand, and the Surplus Accounts Receivable, on the other hand, may be netted against one another, as applicable. For purposes of determining the Uncollected Accounts Receivable and Surplus Accounts Payable hereunder, to the Merger Consideration shall be made under this Section 2.B(2) until the allowance extent that a PRGX Party receives a payment for doubtful accounts reflected on the Balance Sheet has been reduced to zero. (d) To the extent an account receivable is not collected within 90 days after the Closing Date which can be specifically identified to a particular invoice, such payment shall be allocated to that particular invoice; in all other cases, PRGX LLC shall contact the applicable account debtor and apply the Merger Consideration is reduced under payment as directed by the account debtor. No Party shall encourage an account debtor to designate payment to any specific invoice. To the extent a PRGX Party receives a payment for a specifically identifiable account receivable after the Adjustment Date which would have had the effect of (i) decreasing the amount of the Uncollected Accounts Receivable or (ii) increasing the amount of the Surplus Accounts Receivable, such PRGX Party shall promptly forward such payment (net of any income Tax liabilities not taken into account on the Final Working Capital Schedule or adjustments thereto pursuant to this Section 2.B(2), Subsidiary will, upon the request of the Shareholders, assign the account receivable 2.6) to the Shareholders. Any such assignment payment required under this Section 2.6 shall be made without recourse to Subsidiary, and the Shareholders shall indemnify Subsidiary against any claims which may be asserted in cash by the account debtor which arose wire transfer of immediately available funds to such bank account(s) as shall be designated in writing by the recipient at least three (3) Business Days prior to the Closing Date. In the event such assignment is of only a portion of an account receivable, the Shareholders and Subsidiary shall cooperate in the collection thereofapplicable payment date. (e) The number of shares of EarthCare Stock used to satisfy any adjustment to the Merger Consideration due to the failure to collect accounts receivable pursuant to this Section 2.B(2) shall be based upon the closing sale price of a share of EarthCare Stock on the NASDAQ system as reported in The Wall Street Journal for the trading day immediately preceding the day which is 90 days after Closing.

Accounts Receivable Adjustment. Ninety (90) days after the Closing Date the stock portion of the Merger Consideration shall be reduced to the extent by which the sum of (i) Notwithstanding anything herein to the contrary, and in addition to any other adjustments set forth in this Agreement, the Cash Portion will be reduced dollar-for-dollar by the aggregate amount of the notes and accounts receivable of the Company, reduced by the amount of any reserve or provision in respect thereof (the "Reserve"), calculated on a consolidated ------- basis, in existence as of the Closing and utilized in determining the Actual Net Equity (the "Closing Net Accounts Receivable"), which are ------------------------------- uncollected by the Company or its Subsidiaries (the "Uncollected ----------- Receivables Amount") as of the 120th day following the Closing Date that are not collected (the ------------------ "Receivables Determination Date"). ------------------------------- (ii) If there is an Uncollected Receivables Amount, the Purchaser shall be entitled to receive the Uncollected Receivables Amount from the Escrow Account within 90 two (2) business days after the Closing Date plus (ii) Receivables Determination Date; provided, however, that if the cash, cash equivalents, and other marketable securities as of amount then left in the Closing Date Escrow Account is less than the accounts payable amount of the Uncollected Receivables Amount, the Representative shall pay to the Purchaser, within two (2) business days after the Receivables Determination Date, the amount by which the Escrow Account is less than Uncollected Receivables Amount by wire transfer or delivery of other immediately available funds. In addition, in the event that as of the Receivables Determination Date, the Company's collections with respect to the Closing Date Net Accounts Receivable have exceeded the amount of Closing Net Accounts Receivable (such accounts payable shall not include any Long Term Liabilitiesi.e., the uncollected amount is less than the Reserve), subject the Purchaser shall pay such excess to and in accordance with the following:Representative within two (2) business days after the Receivables Determination Date by wire transfer or delivery of other immediately available funds. (aiii) After Closing, Subsidiary will The Company shall use commercially reasonable efforts to collect accounts receivable the Closing Net Accounts Receivable and retainage in accordance shall cooperate with prudent business practices the Representative with respect to such collection efforts and in a manner which will shall not result in settle for or accept less than the discount full amount of other accounts receivable or retainage owed by such Closing Net Accounts Receivable without the same account debtor or prior written consent of the terms on Representative (which goods consent shall not be unreasonably withheld). Notwithstanding the foregoing, the Company shall not be required to retain a collection agency, bring any suit, or services are provided take any other action out of the Ordinary Course of Business to collect any of the same account debtor in the futureClosing Net Accounts Receivable. (b) Payments by an account debtor will be applied to the oldest invoices and retainage first if the account debtor does not designate application of payments to specific invoices. (c) Accounts receivable which are not collected within 90 days after they arose will be applied to the allowance for doubtful accounts reflected on the most recent Balance Sheet, and no reduction to the Merger Consideration shall be made under this Section 2.B(2) until the allowance for doubtful accounts reflected on the Balance Sheet has been reduced to zero. (div) To the extent an account receivable is that the Company has not collected within 90 days after the full amount of the Closing Date Net Accounts Receivable and the Merger Consideration is reduced under Purchaser has been compensated therefor in accordance with this Section 2.B(2)Section, Subsidiary will, upon the request of the Shareholders, Company shall assign the account receivable any such uncollected Closing Net Accounts Receivable to the Shareholders. Any such assignment shall be made without recourse to Subsidiary, Sellers and the Shareholders shall indemnify Subsidiary against any claims which may be asserted by the account debtor which arose prior to the Closing Date. In the event such assignment is of only a portion of an account receivable, the Shareholders and Subsidiary shall cooperate in the collection thereofRepresentative's attempts to collect thereon. (ev) The number In the event that the Company shall receive any remittance from or on behalf of shares of EarthCare Stock used any account debtor with respect to satisfy any adjustment Closing Net Accounts Receivable after such Closing Net Accounts Receivable has been assigned to the Merger Consideration due Sellers, the Company shall endorse such remittance to the failure to collect accounts receivable pursuant to this Section 2.B(2) shall be based upon order of the closing sale price of a share of EarthCare Stock on the NASDAQ system as reported in The Wall Street Journal Representative for the trading day immediately preceding account of the day which is 90 days after ClosingSellers and forward the same to the Representative promptly upon receipt thereof.

Accounts Receivable Adjustment. Ninety (90i) days Prior to Closing, the Sellers shall deliver to Globant a certificate including a list of the Company’s Accounts Receivable as of August 7, 2019, including the amount and due date of each Account Receivable, provided that no unbilled accounts receivable shall be included in such list (the “Accounts Receivable Certificate”). (ii) At any time during the twelve months after the Closing Date the stock portion of the Merger Consideration Purchasers shall be reduced entitled to seek payment from the Sellers, and the Sellers (jointly and severally) shall be required to compensate the Purchasers, to the extent by which the sum of (i) the accounts receivable as of any Accounts Receivable outstanding on the Closing Date that are not collected within 90 Date, as listed in the Accounts Receivable Certificate, remained uncollected 120 calendar days following the due date of each of such Accounts Receivable for any reason whatsoever (including its accounting as Bad Debt) (each an “Account Receivable Reduction”). (iii) Any Account Receivable Reduction shall be paid by the Sellers, in proportion to the Sellers’ Ownership Percentage, on a date no later than five (5) Business Days after each Account Receivable Reduction has been communicated to the Sellers and in any event no later than twelve months after the Closing Date plus to the account designated in writing by Purchasers at least three (3) Business Days prior to such payment. If any such amount is not paid within the aforementioned 5-Business Day period, the Purchasers shall be entitled to (i) deduct the corresponding amount from any following payment to be made to the Sellers, or (ii) the cash, cash equivalents, and other marketable securities as request payment of the Closing Date is less than corresponding amount from the accounts payable as Escrow Amount. For the avoidance of doubt, liability of the Closing Date Sellers for any adjustments or amounts due in accordance herewith shall be several and joint. For the avoidance of doubt, once the Account Receivable Reduction has been duly paid by the Sellers in favor of the Purchasers, the Sellers will be entitled to initiate the collection of the relevant amounts from the corresponding third parties and, in the event that the relevant Company’s Accounts Receivable is eventually paid up to the Company, the Purchasers shall reimburse the Sellers, proportionally, for the corresponding amount, less applicable expenses incurred by the Company, Globant or any Affiliate thereof in connection with such collection. (iv) The Parties acknowledge and agree that neither the Company nor Globant has an obligation to initiate any collection proceeding of any nature with respect to uncollected accounts, but will handle such accounts payable shall not include any Long Term Liabilities), subject to receivable in the ordinary course of business and in accordance with the following: (a) After Closing, Subsidiary will use make commercially reasonable efforts to collect accounts receivable and retainage in accordance with prudent business practices and in a manner which will not result in them during the discount of other accounts receivable or retainage owed by the same account debtor or of the terms on which goods or services are provided to the same account debtor in the future120 calendar days following their due date. (b) Payments by an account debtor will be applied to the oldest invoices and retainage first if the account debtor does not designate application of payments to specific invoices. (c) Accounts receivable which are not collected within 90 days after they arose will be applied to the allowance for doubtful accounts reflected on the most recent Balance Sheet, and no reduction to the Merger Consideration shall be made under this Section 2.B(2) until the allowance for doubtful accounts reflected on the Balance Sheet has been reduced to zero. (d) To the extent an account receivable is not collected within 90 days after the Closing Date and the Merger Consideration is reduced under this Section 2.B(2), Subsidiary will, upon the request of the Shareholders, assign the account receivable to the Shareholders. Any such assignment shall be made without recourse to Subsidiary, and the Shareholders shall indemnify Subsidiary against any claims which may be asserted by the account debtor which arose prior to the Closing Date. In the event such assignment is of only a portion of an account receivable, the Shareholders and Subsidiary shall cooperate in the collection thereof. (e) The number of shares of EarthCare Stock used to satisfy any adjustment to the Merger Consideration due to the failure to collect accounts receivable pursuant to this Section 2.B(2) shall be based upon the closing sale price of a share of EarthCare Stock on the NASDAQ system as reported in The Wall Street Journal for the trading day immediately preceding the day which is 90 days after Closing.

Accounts Receivable Adjustment. Ninety (90) days after Notwithstanding anything herein to the Closing Date contrary, the stock portion Cash Purchase Price will be reduced dollar-for-dollar by the aggregate amount of the Merger Consideration shall be reduced to the extent by which the sum of (i) the net notes and accounts receivable of Seller in existence as of the Closing Date that (the "Accounts Receivable"), which are not collected within 90 days after uncollected by Purchaser (the "Uncollected Receivables Amount") as of the 90th day following the Closing Date plus (iithe "Receivables Determination Date"). If there is an Uncollected Receivables Amount, Purchaser shall be entitled to receive the Uncollected Receivables Amount from the Holdback within two (2) Business Days after the cashReceivables Determination Date; provided, cash equivalentshowever, and other marketable securities as of that if the Closing Date amount then left in the Holdback is less than the accounts payable as Uncollected Receivables Amount, Seller shall pay to Purchaser, within two (2) Business Days after the Receivables Determination Date, the amount by which the Holdback is less than the Uncollected Receivables Amount by wire transfer or delivery of other immediately available funds. For the purpose of determining amounts collected by Purchaser with respect to the Accounts Receivable, (i) in the absence of a bona fide dispute between an account debtor and Purchaser regarding receivables of such account debtor accrued prior to the Closing Date (such accounts payable shall not include any Long Term Liabilities)Date, subject to and in accordance with the following: (a) After Closing, Subsidiary will use reasonable efforts to collect accounts receivable and retainage in accordance with prudent business practices and in a manner which will not result in the discount of other accounts receivable or retainage owed by the same account debtor or of the terms on which goods or services are provided to the same account debtor in the future. (b) Payments all payments by an account debtor will shall first be applied to the oldest invoices outstanding invoice due from that account debtor, and retainage first if (ii) in the case of a dispute between Purchaser and an account debtor does with respect to a particular invoice, all payments shall be first applied to the next oldest invoice due from that account debtor. Purchaser shall not designate application be required to retain a collection agency, bring any suit, or take any other action out of payments the ordinary course of business to specific invoices. collect any of the Accounts Receivable. To the extent that Purchaser has not collected the full amount of the Accounts Receivable and Purchaser has been compensated therefor in accordance with this Section, Purchaser shall assign any such uncollected Accounts Receivable to Seller (cthe "Uncollected Accounts Receivable"). Notwithstanding any provision to the contrary, but subject to any offsets herein, Purchaser shall pay to Seller all funds collected by Purchaser on (i) Accounts receivable accounts written off by Seller prior to Closing which are not collected within 90 days after they arose will be applied to the allowance for doubtful accounts reflected on the most recent Balance Sheet, and no reduction to the Merger Consideration shall be made under this Section 2.B(2) until the allowance for doubtful accounts reflected on the Balance Sheet has been reduced to zero. (d) To the extent an account receivable is not collected within 90 days after the Closing Date and the Merger Consideration is reduced under this Section 2.B(2), Subsidiary will, upon the request of the Shareholders, assign the account receivable to the Shareholders. Any such assignment shall be made without recourse to Subsidiary, and the Shareholders shall indemnify Subsidiary against any claims which may be asserted by the account debtor which arose prior to the Closing Date. In the event such assignment is of only a portion of an account receivable, the Shareholders and Subsidiary shall cooperate in the collection thereofdetermination of Actual Book Value of Assets and (iii) the Uncollected Accounts Receivable. (e) The number of shares of EarthCare Stock used to satisfy any adjustment to the Merger Consideration due to the failure to collect accounts receivable pursuant to this Section 2.B(2) shall be based upon the closing sale price of a share of EarthCare Stock on the NASDAQ system as reported in The Wall Street Journal for the trading day immediately preceding the day which is 90 days after Closing.

Accounts Receivable Adjustment. Ninety (90i) Within ten (10) days after the Closing Date Date, Seller will prepare and deliver to Parent a schedule (the stock portion "Initial Statement") setting forth the gross face amount of the Merger Consideration shall be reduced all accounts receivable related to the extent by which Business that have been billed in the sum ordinary course of (i) the accounts receivable business as of the Closing Effective Date that are not collected within 90 days after (collectively, the "Effective Date Billed A/R"). During the period commencing on the Closing Date plus and continuing for ninety (ii90) days thereafter (the cash"Collection Period"), cash equivalentseach of Parent, Buyer, and other marketable securities as of the Closing Date is less than the accounts payable as of the Closing Date (such accounts payable shall not include any Long Term Liabilities), subject Seller covenants and agrees to and in accordance with the following: (a) After Closing, Subsidiary will use its respective commercially reasonable efforts to collect accounts receivable and retainage in accordance all Effective Date Billed A/R, including cooperation with prudent business practices and in a manner which will not result in the discount of other accounts receivable or retainage owed by the same account debtor or of the terms on which goods or services are provided to the same account debtor in the future. (b) Payments by an account debtor will be applied to the oldest invoices and retainage first if the account debtor does not designate application of payments to specific invoices. (c) Accounts receivable which are not collected within 90 days after they arose will be applied to the allowance for doubtful accounts reflected on the most recent Balance Sheet, and no reduction to the Merger Consideration shall be made under this Section 2.B(2) until the allowance for doubtful accounts reflected on the Balance Sheet has been reduced to zero. (d) To the extent an account receivable is not collected within 90 days after the Closing Date and the Merger Consideration is reduced under this Section 2.B(2), Subsidiary will, upon the request of the Shareholders, assign the account receivable to the Shareholders. Any such assignment shall be made without recourse to Subsidiary, and the Shareholders shall indemnify Subsidiary against any claims which party as may be asserted reasonably requested by the account debtor which arose prior to the Closing Datesuch party. In the event that during the Collection Period Parent or Buyer receive any payment in respect of Effective Date Billed A/R, Parent or Buyer, as applicable, shall promptly remit such assignment is payment to the lockbox for the Effective Date Billed A/R maintained by Seller. Within five (5) business days after expiration of only the Collection Period, Seller shall prepare and deliver to Parent a portion of an account receivablenew schedule (the "Final Statement") setting forth: (i) all Effective Date Billed A/R that has been collected during the Collection Period (collectively, the Shareholders "Collected Effective Date Billed A/R"); and Subsidiary (ii) all Effective Date Billed A/R that has not been collected during the Collection Period (collectively, the "Uncollected Effective Date Billed A/R") together with a brief statement regarding the collection efforts of Seller with respect to such Uncollected Effective Date Billed A/R that are in excess of $10,000 and the reason for the delinquency of such accounts (ii) In the event that the aggregate amount of the Effective Date Billed A/R as shown on the Final Statement is less than $5,995,388 (the "Target A/R Amount") but equals or exceeds $5,750,000, within ten (10) days after the delivery of the Final Statement: (A) Seller shall cooperate pay to Buyer in immediately available funds the amount by which the Target A/R Amount exceeds the aggregate amount of the Effective Date Billed A/R (the "Deficiency Amount"); (B) Parent's maximum liability under the Price Protection Guaranty (as defined in Section 2A.05(a)) shall be reduced by the amount of the Deficiency Amount; provided that such reduction shall not exceed $250,000; and (C) Buyer shall purchase from Seller all Uncollected Effective Date Billed A/R, if any, for a price equal to the aggregate gross face amount of such accounts (which purchase price shall be payable in immediately available funds) (it being understood that the payment described in clause (A) and the payment described in (C), if any, shall be netted against each other). [By way of illustration, if the Effective Date Billed A/R as shown on the Final Statement is $5,800,000 and the Collected Effective Date Billed A/R as shown thereon is $5,700,000: (i) Seller pays $195,388 to Buyer; (ii) Parent's maximum liability under the Price Protection Guaranty is reduced by $195,388; and (iii) Buyer purchases from Seller the $100,000 of Uncollected Effective Date Billed A/R for a price equal to $100,000 (which payment is netted against the $195,388 payment from Seller resulting in a net payment to Buyer of $95,388).] (iii) In the event that the aggregate amount of the Effective Date Billed A/R as shown on the Final Statement is less than $5,750,000 but equals or exceeds $5,500,000, within ten (10) days after the delivery of the Final Statement: (A) Seller shall pay to Buyer in immediately available funds the Deficiency Amount; (B) Parent's maximum liability under the Price Protection Guaranty shall be reduced by $250,000; and (C) The Target Per Share Proceeds (as defined in Section 2A.05(a)) shall be reduced by the product derived by multiplying $0.25 by a fraction, the numerator of which equals the amount by which the Effective Date Billed A/R is less than $5,750,000, and the denominator of which equals $250,000; and (D) Buyer shall purchase from Seller all Uncollected Effective Date Billed A/R, if any, for a price equal to the aggregate gross face amount of such accounts (which purchase price shall be payable in immediately available funds) (it being understood that the payment described in clause (A) and the payment described in (D), if any, shall be netted against each other). [By way of illustration, if the Effective Date Billed A/R as shown on the Final Statement is $5,600,000 and the Collected Effective Date Billed A/R as shown thereon is $5,400,000: (i) Seller pays $395,388 to Buyer; (ii) Parent's maximum liability under the Price Protection Guaranty is reduced by $250,000; (iii) the Target Per Share Proceeds is reduced by $0.15 to $6.35; and (iv) Buyer purchases from Seller the $200,000 of Uncollected Effective Date Billed A/R for a price equal to $200,000 (which payment is netted against the $395,388 payment from Seller resulting in a net payment to Buyer of $195,388).] (iv) In the event that the aggregate amount of the Effective Date Billed A/R as shown on the Final Statement is less than $5,500,000 but equals or exceeds $5,000,000, within ten (10) days after the delivery of the Final Statement: (A) Seller shall pay to Buyer in immediately available funds the Deficiency Amount; (B) Parent's maximum liability under the Price Protection Guaranty shall be reduced by $250,000; (C) The Target Per Share Proceeds shall be reduced by $0.25; and (D) Buyer shall purchase from Seller all Uncollected Effective Date Billed A/R, if any, for a price equal to the aggregate gross face amount of such accounts (which purchase price shall be payable in immediately available funds) (it being understood that the payment described in clause (A) and the payment described in (D), if any, shall be netted against each other). [By way of illustration, if the Effective Date Billed A/R as shown on the Final Statement is $5,300,000 and the Collected Effective Date Billed A/R as shown thereon is $5,100,000: (i) Seller pays $695,388 to Buyer; (ii) Parent's maximum liability under the Price Protection Guaranty is reduced by $250,000; (iii) the Target Per Share Proceeds is reduced by $0.25 to $6.25; and (iv) Buyer purchases from Seller the $200,000 of Uncollected Effective Date Billed A/R for a price equal to $200,000 (which payment is netted against the $695,388 payment from Seller resulting in a net payment to Buyer of $495,388).] (v) In the event that the aggregate amount of the Effective Date Billed A/R as shown on the Final Statement exceeds the Target A/R Amount, within ten (10) days after the delivery of the Final Statement Buyer shall purchase from Seller all Uncollected Effective Date Billed A/R, if any, for a price equal to the aggregate gross face amount of such accounts (which purchase price shall be payable in immediately available funds); [By way of illustration, if the Effective Date Billed A/R as shown on the Final Statement is $6,200,000 and the Collected Effective Date Billed A/R as shown thereon is $5,800,000, Buyer purchases from Seller the $400,000 of Uncollected Effective Date Billed A/R for a price equal to $400,000.] (vi) In the event that the aggregate amount of the Effective Date Billed A/R as shown on the Final Statement is less than $5,000,000, within ten (10) days after the delivery of the Final Statement: (A) Seller shall pay to Buyer in immediately available funds the Deficiency Amount plus the amount by which by which the aggregate amount of the Effective Date Billed A/R is less than $5,000,000; (B) Parent's maximum liability under the Price Protection Guaranty shall be reduced by $250,000; (C) The Target Per Share Proceeds shall be reduced by $0.25; and (D) Buyer shall purchase from Seller all Uncollected Effective Date Billed A/R, if any, for a price equal to the aggregate gross face amount of such accounts (which purchase price shall be payable in immediately available funds) (it being understood that the payment described in clause (A) and the payment described in (C), if any, shall be netted against each other); [By way of illustration, if the Effective Date Billed A/R as shown on the Final Statement is $4,600,000 and the Collected Effective Date Billed A/R as shown thereon is $4,300,000: (i) Seller pays $1,795,388 ($1,395,388 + $400,000) to Buyer; (ii) Parent's maximum liability under the Price Protection Guaranty is reduced by $250,000; (iii) the Target Per Share Proceeds is reduced by $0.25 to $6.25; and (iv) Buyer purchases from Seller the $300,000 of Uncollected Effective Date Billed A/R for a price equal to $300,000 (which payment is netted against the $1,795,388 payment from Seller resulting in a net payment to Buyer of $1,495,388).] (vii) The adjustment pursuant to clauses (ii), (iii), (iv), (v) or (vi) above is hereinafter referred to as the "A/R Adjustment". Seller shall use commercially reasonable efforts to assist Buyer in the collection thereofof any Uncollected Effective Date Billed A/R following the transfer of such accounts by Buyer, including, without limitation, promptly delivering all funds received by Seller in relation to such accounts receivable. (e) The number of shares of EarthCare Stock used to satisfy any adjustment to the Merger Consideration due to the failure to collect accounts receivable pursuant to this Section 2.B(2) shall be based upon the closing sale price of a share of EarthCare Stock on the NASDAQ system as reported in The Wall Street Journal for the trading day immediately preceding the day which is 90 days after Closing.

Accounts Receivable Adjustment. Ninety (90i) The Seller has delivered to the Purchaser a certificate including a list of the Company’s Accounts Receivable as of November 30, 2020 (the “Cut Off Date”), including the amount and due date of each Account Receivable as set forth in Section 5.19 of the Disclosure Schedule (the “Accounts Receivable Certificate”). The Accounts Receivable Certificate has also included a schedule containing the relevant details of all unbilled accounts receivable (“Unbilled Accounts Receivable”), including amount, client names, aging and period to which such Unbilled Accounts Receivable relate. The Company shall properly invoice all Unbilled Accounts Receivable within sixty (60) days of the Closing Date, except for the services to be invoiced to Banco Santander. (ii) Within ten (10) Business Days from Closing the Purchaser shall prepare a list of the Company’s Accounts Receivable as of Reference Date including the amount and due date of each Account Receivable (the “Reference Date Accounts Receivable Certificate”). At any time during the twelve (12) months after the Closing Reference Date (the stock portion of “Account Receivable Period”), the Merger Consideration Purchaser shall be reduced entitled to seek payment from the Seller who shall be required to compensate the Purchaser, to the extent by which the sum of (i) the accounts receivable any Accounts Receivable outstanding as of the Closing Reference Date, as listed in the Reference Date Accounts Receivable Certificate, remained uncollected 120 calendar days following the due date of each of such Accounts Receivable for any reason whatsoever (including its accounting as Bad Debt) (each an “Account Receivable Reduction”). For such purpose, at any time during the Account Receivable Period, the Purchaser shall serve one or more notices to the Seller, each enclosing a certificate identifying the relevant Accounts Receivable that are not collected within 90 days after the Closing Date plus (ii) basis of such reimbursement and the cash, cash equivalents, and other marketable securities as calculation of the Closing Date relevant Account Receivable Reduction (each an “Account Receivable Reduction Report”). (iii) Any Account Receivable Reduction shall be paid by the Seller on a date no later than five (5) Business Days after each Account Receivable Reduction has been communicated by means of an Account Receivable Reduction Report to the Seller, to the account designated in writing by Purchaser at least three (3) Business Days prior to such payment. If any such amount is less than not paid within the accounts payable as aforementioned 5-Business Day period, the Purchaser shall be entitled to deduct the corresponding amount from any Contingent Payments. For the avoidance of doubt, once any Account Receivable included in an Account Receivable Reduction Report has been duly paid by the Seller in favor of the Closing Date Purchaser, the Company shall solely be entitled to initiate the collection of the relevant amounts of such Accounts Receivables from the corresponding third parties and, in the event that any of the relevant Accounts Receivable is eventually paid up to the Company, the Purchaser shall reimburse the Seller, proportionally, for the corresponding amount (less applicable expenses incurred by the Company, the Purchaser or any Affiliate thereof in connection with such collection). For the purposes of any applicable payment or deduction made pursuant to an Account Receivable Reduction Report, any amounts included therein shall be expressed in EUR€ as set forth in the Accounts Receivable Certificate. (iv) The Parties acknowledge and agree that, while neither the Company nor the Purchaser has an obligation to initiate any collection proceeding of any nature with respect to uncollected accounts, the Company and the Purchaser will handle such accounts payable shall not include any Long Term Liabilities), subject to receivable in the Company’s ordinary course of business and in accordance with the following: (a) After Closing, Subsidiary will use make commercially reasonable efforts to collect accounts receivable and retainage in accordance with prudent business practices and in a manner which will not result in them during the discount of other accounts receivable or retainage owed by the same account debtor or of the terms on which goods or services are provided to the same account debtor in the future120 calendar days following their agreed due date. (b) Payments by an account debtor will be applied to the oldest invoices and retainage first if the account debtor does not designate application of payments to specific invoices. (c) Accounts receivable which are not collected within 90 days after they arose will be applied to the allowance for doubtful accounts reflected on the most recent Balance Sheet, and no reduction to the Merger Consideration shall be made under this Section 2.B(2) until the allowance for doubtful accounts reflected on the Balance Sheet has been reduced to zero. (d) To the extent an account receivable is not collected within 90 days after the Closing Date and the Merger Consideration is reduced under this Section 2.B(2), Subsidiary will, upon the request of the Shareholders, assign the account receivable to the Shareholders. Any such assignment shall be made without recourse to Subsidiary, and the Shareholders shall indemnify Subsidiary against any claims which may be asserted by the account debtor which arose prior to the Closing Date. In the event such assignment is of only a portion of an account receivable, the Shareholders and Subsidiary shall cooperate in the collection thereof. (e) The number of shares of EarthCare Stock used to satisfy any adjustment to the Merger Consideration due to the failure to collect accounts receivable pursuant to this Section 2.B(2) shall be based upon the closing sale price of a share of EarthCare Stock on the NASDAQ system as reported in The Wall Street Journal for the trading day immediately preceding the day which is 90 days after Closing.

Accounts Receivable Adjustment. Ninety (90a) days after On the second Business Day prior to the Closing Date Date, Seller shall have delivered to Buyer a statement (the stock portion “Estimated Accounts Receivable Statement”) setting forth a good faith estimate of the Merger Consideration shall be reduced to the extent by which the sum value of (i) the accounts receivable of the Acquired Company set forth on the Accounts Receivable Schedule as of the Closing Date Adjustment Time (the “Estimated Accounts Receivable”). Seller and Buyer agree that the Estimated Accounts Receivable shall reflect the net accounts receivable of the Acquired Company in accordance with GAAP, and consistent with the accounts receivable schedule previously delivered by Seller to Buyer. Seller shall consider in good faith Buyer’s comments or questions to the Estimated Accounts Receivable Statement and shall revise the Estimated Accounts Receivable Statement, if, based on its good faith assessment of Buyer’s comments, such changes are not collected within warranted. For purposes of clarity, the “Target Accounts Receivable” is $3,000,000. The Estimated Accounts Receivable Statement shall be prepared in accordance with GAAP. (b) Within 90 days after the Closing Date plus (ii) the cashDate, cash equivalentsBuyer will prepare, or cause to be prepared, and other marketable securities deliver to Seller an unaudited statement (the “Closing Accounts Receivable Statement”) that shall set forth the value of the accounts receivable set forth on the Accounts Receivable Schedule as of the Adjustment Time (“Closing Date is less than the accounts payable as of the Accounts Receivable”). The Closing Date (such accounts payable Accounts Receivable Statement shall not include any Long Term Liabilities), subject to and be prepared in accordance with GAAP, based on facts and circumstances as they exist prior to the following: (a) After Closing, Subsidiary will use reasonable efforts Adjustment Time without regard to collect accounts receivable and retainage in accordance with prudent business practices and in a manner which will whether or not result in the discount of other accounts receivable or retainage owed by the same account debtor or any of the terms amounts set forth on which goods the Estimated Accounts Receivable Statement were collected since the Closing Date, and shall entirely disregard any change in Legal Requirements or services are provided to GAAP (or interpretation or enforcement thereof) or any other act, decision or event occurring on or after the same account debtor in the future. (b) Payments by an account debtor will be applied to the oldest invoices and retainage first if the account debtor does not designate application of payments to specific invoicesClosing. (c) Upon receipt from Buyer, Seller shall have 30 days to review the Closing Accounts receivable which are not collected within 90 days after they arose will be applied Receivable Statement (the “Review Period”). At Seller’s request, Buyer (i) shall reasonably cooperate and assist, and shall cause its representatives to assist, Seller and its representatives in the review of the Closing Accounts Receivable Statement and (ii) shall provide Seller and its representatives with any information and access reasonably requested by them. If Seller disagrees with Buyer’s computation of Closing Accounts Receivable, Seller shall, on or prior to the allowance last day of the Review Period, deliver a written notice to Buyer (the “Notice of Objection”), which Notice of Objection shall specify those items or amounts with which Seller disagrees, together with a detailed written explanation of the reasons for doubtful accounts reflected on the most recent Balance Sheetdisagreement with each such item or amount, and no reduction to the Merger Consideration shall be made under this Section 2.B(2) until the allowance for doubtful accounts reflected set forth Seller’s calculation of such items or amounts based on the Balance Sheet has been reduced to zerosuch objections. (d) To Unless Seller delivers the extent Notice of Objection to Buyer within the Review Period, Seller shall be deemed to have accepted Buyer’s calculation of Closing Accounts Receivable and the Closing Accounts Receivable Statement shall be final, conclusive and binding. If Seller delivers the Notice of Objection to Buyer within the Review Period, Seller and Buyer shall, during the 30 days following such delivery or any mutually agreed extension thereof, use their commercially reasonable efforts to reach agreement on the disputed items and amounts in order to determine the calculation of the items or amounts in dispute. If, at the end of such period or any mutually agreed extension thereof, Seller and Buyer are unable to resolve their disagreements, they shall jointly retain and refer their disagreements to a nationally recognized, US-based, and independent accounting firm mutually acceptable to Seller and Buyer (the “Independent Expert”). The parties shall instruct the Independent Expert promptly to review this Section 2.3 and to determine solely with respect to the disputed items and amounts so submitted whether and to what extent, if any, the Closing Accounts Receivable set forth in the Closing Accounts Receivable Statement requires adjustment. The Independent Expert shall base its determination solely on written submissions by Seller and Buyer and not on an account receivable is not collected within 90 independent review. Seller and Buyer shall make available to the Independent Expert all relevant books and records and other items reasonably requested by the Independent Expert. As promptly as practicable, but in no event later than 30 days after its retention, the Independent Expert shall deliver to Seller and Buyer a report that sets forth its resolution of the disputed items and amounts and its EAST\173542612.12 calculation of Closing Date Accounts Receivable; provided that the Independent Expert may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The decision of the Independent Expert shall be final, conclusive and binding on the parties. The costs and expenses of the Independent Expert shall be allocated to and borne by Seller and Buyer based on the inverse of the percentage that the Independent Expert determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Expert. For example, should the items in dispute total $1,000 and the Merger Consideration is reduced under this Section 2.B(2)Independent Expert awards $600 in favor of Buyer’s position, Subsidiary will, upon the request 60% of the Shareholders, assign costs of its review would be borne by Seller and 40% of the account receivable to the Shareholders. Any such assignment shall costs would be made without recourse to Subsidiary, and the Shareholders shall indemnify Subsidiary against any claims which may be asserted borne by the account debtor which arose prior to the Closing Date. In the event such assignment is of only a portion of an account receivable, the Shareholders and Subsidiary shall cooperate in the collection thereofBuyer. (e) The number For purposes of shares of EarthCare Stock used this Agreement, “Final Accounts Receivable” means the Closing Accounts Receivable (i) as shown in the Closing Accounts Receivable Statement delivered by Buyer to satisfy any adjustment to the Merger Consideration due to the failure to collect accounts receivable Seller pursuant to this Section 2.B(22.3(b) shall be based upon if no Notice of Objection with respect thereto is timely delivered pursuant to Section 2.3(c) or (ii) if a Notice of Objection is so delivered, (A) as agreed by Buyer and Seller pursuant to Section 2.3(c) or, (B) in the closing sale price absence of a share of EarthCare Stock on such agreement, as shown in the NASDAQ system as reported in The Wall Street Journal for the trading day immediately preceding the day which is 90 days after ClosingIndependent Expert’s report delivered pursuant to Section 2.3(d).

Accounts Receivable Adjustment. Ninety If the Surviving Corporation does not collect (90despite its reasonable best efforts to so collect), within the six (6) month calendar period immediately following the Closing Date, a total of at least Three Hundred Sixteen Thousand Three Hundred Sixty Eight and No/100 Dollars ($316,368) from the accounts receivable which it acquires pursuant to this Agreement, (“Acquired Accounts Receivable”), then the Shareholder shall pay to PainCare the “A/R Adjustment” (as hereinafter defined), if any. The “A/R Adjustment” shall equal the difference (but not less than zero) obtained by subtracting (1) the amount of accounts receivable actually collected by the Surviving Corporation during such time period from (2) the amount stated in the immediately preceding sentence. PainCare shall receive payment for the A/R Adjustment through a lump sum cash payment from the Shareholder within thirty days after notice given to the Shareholder of the amount of the A/R Adjustment together with an accounting showing original balance of, and the amount collected on, each account receivable the Subsidiary acquired pursuant to this Agreement. If the Shareholder pays an A/R Adjustment to PainCare, then any future collections by the Surviving Corporation on any of the Acquired Accounts Receivable shall immediately be paid over to Shareholder, and PainCare and the Surviving Corporation each hereby assign their respective rights in such future collections to Shareholder. PainCare and the Surviving Corporation shall provide to Shareholder, on or before the fifteenth (15th) day of each calendar month after the Closing Date until the stock portion Acquired Accounts Receivable are paid in full, a statement of the Merger Consideration shall be reduced to the extent by which the sum of (i) the accounts receivable as of the Closing Date that are not collected within 90 days after the Closing Date plus (ii) the cash, cash equivalents, and other marketable securities as of the Closing Date is less than the accounts payable as of the Closing Date (such accounts payable shall not include any Long Term Liabilities), subject to and in accordance with the following: (a) After Closing, Subsidiary will use reasonable efforts to collect accounts receivable and retainage in accordance with prudent business practices and in a manner which will not result in the discount of other accounts receivable or retainage owed collections certified by the same account debtor or Surviving Corporation’s chief financial officer, together with any back-up documentation relating thereto, that contains an itemized breakdown of the terms on which goods or services are provided to the same account debtor in the future. (b) Payments by an account debtor will be applied to the oldest invoices and retainage first if the account debtor does not designate application of payments to specific invoices. (c) Accounts receivable which are not collected within 90 days after they arose will be applied to the allowance for doubtful accounts reflected collections on the most recent Balance Sheet, and no reduction to Acquired Accounts Receivable made during the Merger Consideration shall be made under this Section 2.B(2) until the allowance for doubtful accounts reflected on the Balance Sheet has been reduced to zeroprevious calendar month. (d) To the extent an account receivable is not collected within 90 days after the Closing Date and the Merger Consideration is reduced under this Section 2.B(2), Subsidiary will, upon the request of the Shareholders, assign the account receivable to the Shareholders. Any such assignment shall be made without recourse to Subsidiary, and the Shareholders shall indemnify Subsidiary against any claims which may be asserted by the account debtor which arose prior to the Closing Date. In the event such assignment is of only a portion of an account receivable, the Shareholders and Subsidiary shall cooperate in the collection thereof. (e) The number of shares of EarthCare Stock used to satisfy any adjustment to the Merger Consideration due to the failure to collect accounts receivable pursuant to this Section 2.B(2) shall be based upon the closing sale price of a share of EarthCare Stock on the NASDAQ system as reported in The Wall Street Journal for the trading day immediately preceding the day which is 90 days after Closing.

Accounts Receivable Adjustment. Ninety (90) days after Notwithstanding anything herein to the Closing Date contrary, and in addition to any other adjustments set forth in this Agreement, the stock portion Purchase Price will be reduced dollar-for-dollar by the aggregate amount of the Merger Consideration shall be reduced to the extent by which the sum of (i) the net notes and accounts receivable of the Company in existence as of the Closing (the "Accounts Receivable"), which are uncollected by the Company (the "Uncollected Receivables Amount") as of the 85th day following the Closing Date that are not collected (the "Receivables Determination Date"). If there is an Uncollected Receivables Amount, the Purchaser shall be entitled to receive the Uncollected Receivables Amount from the Holdback Escrow Account within 90 two (2) business days after the Closing Date plus (ii) Receivables Determination Date; provided, however, that if the cash, cash equivalents, and other marketable securities as of amount then left in the Closing Date Holdback Escrow Account is less than the amount of the Uncollected Receivables Xxxxxx, the Sellers shall pay to the Purchaser, within two (2) business days after the Receivables Determination Date, the amount by which the Holdback Escrow Account is less than Uncollected Receivables Amount by wire transfer or delivery of other immediately available funds. The Purchase Price will be increased dollar- for-dollar by the aggregate collections by the Company on notes and accounts payable receivable between the Closing Date and the Receivables Determination Date (the "Post Write-Off Collections") which are attributable to notes or accounts receivable which had been written off by Company prior to Closing (i.e., not counted as assets in determining Net Equity as of the close of business on the day before the Closing Date Date) (such accounts payable shall not include any Long Term Liabilitiesthe "Written Off Receivables"), subject which shall be paid by the Purchaser to the Sellers within two (2) business days after receipt thereof. For the purpose of determining amounts collected by the Company with respect to the Accounts Receivable and in accordance with the following: Written Off Receivables, (ai) After Closing, Subsidiary will use reasonable efforts to collect accounts receivable and retainage in accordance with prudent business practices and in a manner which will not result in the discount absence of other accounts receivable or retainage owed by the same a bona fide dispute between an account debtor or and the Company regarding receivables of the terms on which goods or services are provided such account debtor accrued prior to the same account debtor in the future. (b) Payments Closing Date, all payments by an account debtor will shall first be applied to the oldest invoices outstanding invoice due from that account debtor, whether or not that invoice had previously been written off, and retainage first if (ii) in the case of a dispute between the Company and an account debtor does not designate application of with respect to a particular invoice, all payments to specific invoices. (c) Accounts receivable which are not collected within 90 days after they arose will shall be first applied to the allowance for doubtful accounts reflected on next oldest invoice due from that account debtor. The Company shall diligently pursue the most recent Balance Sheetcollection of the Accounts Receivable, and no reduction but shall not be required to the Merger Consideration shall be made under this Section 2.B(2) until the allowance for doubtful accounts reflected on the Balance Sheet has been reduced to zero. (d) bring any suit. To the extent an account receivable is that the Company has not collected within 90 days after the Closing Date full amount of the Accounts Receivable and the Merger Consideration is reduced under Purchaser has been compensated therefor in accordance with this Section 2.B(2)Section, Subsidiary will, upon the request Company shall assign any such uncollected Accounts Receivable to the Representative (on behalf of the Shareholders, assign the account receivable to the Shareholders. Any such assignment shall be made without recourse to Subsidiary, and the Shareholders shall indemnify Subsidiary against any claims which may be asserted by the account debtor which arose prior to the Closing Date. In the event such assignment is of only a portion of an account receivable, the Shareholders and Subsidiary shall cooperate in the collection thereofSellers). (e) The number of shares of EarthCare Stock used to satisfy any adjustment to the Merger Consideration due to the failure to collect accounts receivable pursuant to this Section 2.B(2) shall be based upon the closing sale price of a share of EarthCare Stock on the NASDAQ system as reported in The Wall Street Journal for the trading day immediately preceding the day which is 90 days after Closing.

Accounts Receivable Adjustment. Ninety (90) days after Contemporaneously with the delivery of the Closing Date the stock portion Statement, Buyer shall deliver to Sellers a detailed listing of the Merger Consideration shall be reduced to Accounts Receivable included in the extent by which the sum of (i) the accounts receivable Net Working Capital Amount as they exist as of the Closing Date that are not collected within 90 days after Date. Such listing of Accounts Receivable, including any adjustments to such listing as may result from the final determination of the Net Working Capital Amount pursuant to Section 1.5.3.1 above, is referred to as the "LISTED ACCOUNTS RECEIVABLE." For a period of twelve (12) months following the Closing Date plus (iithe "COLLECTION PERIOD"), Buyer shall use its commercially reasonable efforts, consistent with Buyer's collection policies and procedures, to collect the Listed Accounts Receivable. Within thirty (30) days following the cash, cash equivalents, and other marketable securities as expiration of the Closing Date Collection Period, Buyer shall deliver to Sellers a detailed listing of the Listed Accounts Receivable not collected during the Collection Period (the "UNCOLLECTED ACCOUNTS"). In the event the amount of the Uncollected Accounts is less than the accounts payable as reserve for uncollected Accounts Receivable included in the Net Working Capital Amount, Buyer shall pay such difference to Sellers within five (5) days following the delivery of the Closing Date (such accounts payable shall not include any Long Term Liabilities), subject to and in accordance with the following: (a) After Closing, Subsidiary will use reasonable efforts to collect accounts receivable and retainage in accordance with prudent business practices and in a manner which will not result in the discount listing of other accounts receivable or retainage owed by the same account debtor or of the terms on which goods or services are provided to the same account debtor in the future. (b) Payments by an account debtor will be applied to the oldest invoices and retainage first if the account debtor does not designate application of payments to specific invoices. (c) Accounts receivable which are not collected within 90 days after they arose will be applied to the allowance for doubtful accounts reflected on the most recent Balance Sheet, and no reduction to the Merger Consideration shall be made under this Section 2.B(2) until the allowance for doubtful accounts reflected on the Balance Sheet has been reduced to zero. (d) To the extent an account receivable is not collected within 90 days after the Closing Date and the Merger Consideration is reduced under this Section 2.B(2), Subsidiary will, upon the request of the Shareholders, assign the account receivable to the Shareholders. Any such assignment shall be made without recourse to Subsidiary, and the Shareholders shall indemnify Subsidiary against any claims which may be asserted by the account debtor which arose prior to the Closing DateUncollected Accounts. In the event such assignment the amount of the Uncollected Accounts is of only a portion of an account receivable, greater than the Shareholders and Subsidiary shall cooperate reserve for uncollected Accounts Receivable included in the collection thereof. Net Working Capital Amount, Sellers shall pay such difference to Buyer within five (e5) days following the delivery of the listing of Uncollected Accounts. The number Uncollected Accounts shall be considered Excluded Assets for all purposes, and, unless waived by Sellers in writing, Buyer shall execute and deliver to Seller all instruments as shall be reasonably requested by Sellers to legally and effectively vest in Sellers all of shares the right, title and interest of EarthCare Stock used Buyer with respect to satisfy any adjustment all Uncollected Accounts. Buyer's rights with respect to the Merger Consideration due Uncollected Accounts contained in this Section 1.5.4 shall be Buyer's exclusive remedy with respect to the failure collectability, or lack thereof, of the Accounts Receivable and, notwithstanding any provision of this Agreement to collect accounts receivable pursuant the contrary, Buyer shall not be entitled to this Section 2.B(2) shall be based upon indemnification for any Losses arising out of or relating to the closing sale price collectability, or lack thereof, of a share the Accounts Receivable or the sufficiency of EarthCare Stock on the NASDAQ system as reported in The Wall Street Journal Sellers' allowance or reserve for the trading day immediately preceding the day which is 90 days after Closingdoubtful accounts.

Accounts Receivable Adjustment. Ninety (90) days after Notwithstanding anything herein ------------------------------ to the Closing Date contrary, and in addition to any other adjustments set forth in this Agreement, the stock portion Purchase Price will be reduced dollar-for-dollar by the aggregate amount of the Merger Consideration shall be reduced to the extent by which the sum of (i) the gross notes and accounts receivable of the Seller in existence as of the Closing Date that included in the Acquired Assets (the "Accounts Receivable"), ------------------- which are not collected within 90 days after uncollected by the Purchaser (the "Uncollected Receivables Amount") as ------------------------------ of the 115th day following the Closing Date plus (iithe "Receivables Determination ------------------------- Date"); provided, however, that the Uncollected Receivables Amount shall be ---- -------- ------- reduced by any amount accrued or reserved against the Net Asset Value for doubtful accounts. If there is an Uncollected Receivables Amount, the Purchaser shall be entitled to receive the Uncollected Receivables Amount from the Holdback within two (2) Business Days after the cashReceivables Determination Date; provided, cash equivalentshowever, and other marketable securities as of that if the Closing Date amount then left in the Holdback is less than the accounts payable as amount of the Uncollected Receivables Amount, the Seller shall pay to the Purchaser, within two (2) Business Days after the Receivables Determination Date, the amount by which the Holdback is less than Uncollected Receivables Amount by wire transfer or delivery of other immediately available funds. The Purchaser will attempt to collect the Accounts Receivable in the Ordinary Course of Business (i.e., the Purchaser will use the same level of diligence in its collection efforts after the Closing Date (such accounts payable as the Seller used prior to the Closing). The Purchaser shall not include be required to take any Long Term Liabilitiesaction out of the Ordinary Course of Business to collect any of the Accounts Receivable (i.e., the Purchaser will not be required to use a level of diligence in its collection efforts after the Closing in excess of that of the Seller prior to the Closing), subject to . To the extent that the Purchaser has not collected the full amount of the Accounts Receivable and the Purchaser has been compensated therefor in accordance with this Section 2.3(d), the following: (a) After Closing, Subsidiary will use reasonable efforts to collect accounts receivable and retainage in accordance with prudent business practices and in a manner which will not result in the discount of other accounts receivable or retainage owed by the same account debtor or of the terms on which goods or services are provided Purchaser shall assign any such uncollected Accounts Receivable to the same account debtor in the future. (b) Payments by an account debtor will be applied to the oldest invoices and retainage first if the account debtor does not designate application of payments to specific invoices. (c) Accounts receivable which are not collected within 90 days after they arose will be applied to the allowance for doubtful accounts reflected on the most recent Balance Sheet, and no reduction to the Merger Consideration shall be made under this Section 2.B(2) until the allowance for doubtful accounts reflected on the Balance Sheet has been reduced to zero. (d) To the extent an account receivable is not collected within 90 days after the Closing Date and the Merger Consideration is reduced under this Section 2.B(2), Subsidiary will, upon Seller. At the request of the ShareholdersSeller, assign the account receivable Purchaser shall promptly inform the Seller as to the Shareholders. Any such assignment shall be made without recourse to Subsidiary, collection status of all Accounts Receivables and the Shareholders shall indemnify Subsidiary against any claims which may be asserted collection efforts employed by the account debtor which arose prior to the Closing Date. In the event such assignment is of only a portion of an account receivable, the Shareholders and Subsidiary shall cooperate in the collection thereofPurchaser. (e) The number of shares of EarthCare Stock used to satisfy any adjustment to the Merger Consideration due to the failure to collect accounts receivable pursuant to this Section 2.B(2) shall be based upon the closing sale price of a share of EarthCare Stock on the NASDAQ system as reported in The Wall Street Journal for the trading day immediately preceding the day which is 90 days after Closing.

Accounts Receivable Adjustment. Ninety (90) days after Notwithstanding anything herein ------------------------------ to the Closing Date contrary, and in addition to any other adjustments set forth in this Agreement, the stock portion Purchase Price will be reduced dollar-for-dollar by the aggregate amount of the Merger Consideration shall be reduced to the extent by which the sum of (i) the net notes and accounts receivable of the Company, calculated on a consolidated basis, in existence as of the Closing (the "Accounts Receivable"), -------------------- which are uncollected by the Company or its Subsidiaries (the "Uncollected ----------- Receivables Amount") as of the 120th day following the Closing Date that are not collected (the ----------------- "Receivables Determination Date"). If there is an Uncollected Receivables ------------------------------ Amount, the Purchaser shall be entitled to receive the Uncollected Receivables Amount from the Escrow Account within 90 two (2) business days after the Closing Date plus (ii) Receivables Determination Date; provided, however, that if the cash, cash equivalents, and other marketable securities as of amount then left in the Closing Date Escrow Account is less than the accounts payable as amount of the Closing Date Uncollected Receivables Amount, the Representative shall pay to the Purchaser, within two (such accounts payable 2) business days after the Receivables Determination Date, the amount by which the Escrow Account is less than Uncollected Receivables Amount by wire transfer or delivery of other immediately available funds. The Company shall not include be required to retain a collection agency, bring any Long Term Liabilities)suit, subject or take any other action out of the ordinary course of business to collect any of the Accounts Receivable. To the extent that the Company has not collected the full amount of the Accounts Receivable and the Purchaser has been compensated therefor in accordance with this Section, the following: (a) After Closing, Subsidiary will use reasonable efforts to collect accounts receivable and retainage in accordance with prudent business practices and in a manner which will not result in the discount of other accounts receivable or retainage owed by the same account debtor or of the terms on which goods or services are provided Company shall assign any such uncollected Accounts Receivable to the same account debtor in the futureSellers. (b) Payments by an account debtor will be applied to the oldest invoices and retainage first if the account debtor does not designate application of payments to specific invoices. (c) Accounts receivable which are not collected within 90 days after they arose will be applied to the allowance for doubtful accounts reflected on the most recent Balance Sheet, and no reduction to the Merger Consideration shall be made under this Section 2.B(2) until the allowance for doubtful accounts reflected on the Balance Sheet has been reduced to zero. (d) To the extent an account receivable is not collected within 90 days after the Closing Date and the Merger Consideration is reduced under this Section 2.B(2), Subsidiary will, upon the request of the Shareholders, assign the account receivable to the Shareholders. Any such assignment shall be made without recourse to Subsidiary, and the Shareholders shall indemnify Subsidiary against any claims which may be asserted by the account debtor which arose prior to the Closing Date. In the event such assignment is of only a portion of an account receivable, the Shareholders and Subsidiary shall cooperate in the collection thereof. (e) The number of shares of EarthCare Stock used to satisfy any adjustment to the Merger Consideration due to the failure to collect accounts receivable pursuant to this Section 2.B(2) shall be based upon the closing sale price of a share of EarthCare Stock on the NASDAQ system as reported in The Wall Street Journal for the trading day immediately preceding the day which is 90 days after Closing.

Accounts Receivable Adjustment. Ninety In the event that the Net Collected Receivables (90as defined below) days after exceed Three Million Dollars (the Closing Date “Target Amount”), AmeriPath shall be obligated to pay the stock portion Sellers an amount equal to the excess of the Merger Consideration shall be reduced to Net Collected Receivables over the extent by which Target Amount (the sum of (i) “Excess Receivables Amount”). In the accounts receivable as of event that the Closing Date that Net Collected Receivables are not collected within 90 days after the Closing Date plus (ii) the cash, cash equivalents, and other marketable securities as of the Closing Date is less than the accounts payable as Target Amount, the Sellers shall be obligated to pay AmeriPath an amount (the “Receivable Shortfall Amount”) equal to the excess of the Closing Date (such accounts payable Target Amount over the Net Collected Receivables. For purposes of this Agreement, Net Collected Receivables shall not include any Long Term Liabilities), subject to and in accordance with mean the following: (a) After Closing, Subsidiary will use reasonable efforts to collect accounts receivable and retainage in accordance with prudent business practices and in a manner which will not result in the discount of other accounts receivable or retainage owed amount actually collected by the same account debtor Practice or of the terms on which goods AP NY LLC or services are provided to the same account debtor in the future. (b) Payments by an account debtor will be applied to the oldest invoices and retainage first if the account debtor does not designate application of payments to specific invoices. (c) Accounts receivable which are not collected within 90 days after they arose will be applied to the allowance for doubtful accounts reflected on the most recent Balance Sheet, and no reduction to the Merger Consideration shall be made under this Section 2.B(2) until the allowance for doubtful accounts reflected on the Balance Sheet has been reduced to zero. (d) To the extent an account receivable is not collected within 90 days after its successor between the Closing Date and the Merger Consideration is reduced under this Section 2.B(2close of business on December 31, 2005 (the “Collection Date”) with respect to the receivables of the Practice which are identified on Schedule 1.3(a) and are outstanding as of the Closing Date. AmeriPath shall deliver to Sellers a statement identifying the Excess Receivable Amount or Receivable Shortfall Amount, if any (the “AR Adjustment Statement”), Subsidiary will, upon within thirty (30) days following the request of the Shareholders, assign the account receivable to the Shareholders. Any such assignment shall be made without recourse to Subsidiary, and the Shareholders shall indemnify Subsidiary against any claims which may be asserted by the account debtor which arose prior to the Closing Collection Date. In the event that the Sellers object to the calculation in the AR Adjustment Statement within fifteen (15) days of the date the AR Adjustment Statement is provided, the an auditor mutually agreed by Sellers and AmeriPath (“Auditor”) shall determine the Excess Amount or the Shortfall Amount, and such assignment determination shall be final. AmeriPath shall pay fifty percent (50%) of the costs of the Auditor and the Sellers shall pay fifty percent (50%) of the costs of the Auditor, which portion shall be allocated among the Sellers in accordance with the percentages set forth on Schedule 4.13. In the event that there is of only a dispute as to the Excess Receivable Amount or the Receivable Shortfall Amount, then AmeriPath or the Sellers, as applicable, shall pay the undisputed portion of an account receivablethe Excess Receivable Amount or Receivable Shortfall Amount, as applicable, on the Shareholders Scheduled Payment Date and Subsidiary the disputed amounts shall cooperate be paid within ten (10) days of the resolution of the dispute. AmeriPath shall pay the Sellers the Excess Receivable Amount, if any, on or before the later of twenty (20) days following the date the AR Adjustment Statement is provided (the “Scheduled Payment Date”), except that if the Sellers duly object to the calculations set forth in the collection thereof. AR Adjustment Statement, such payment shall be made within ten (e10) days following the date on which the Auditor provides notice of the final determination of the Excess Receivable Amount. The number of shares of EarthCare Stock used to satisfy any adjustment Excess Receivable Amount shall be paid to the Merger Consideration due Sellers in accordance the percentages set forth in Schedule 4.13. AmeriPath shall offset from the payment of the Excess Receivable Amount the amount owed by Sellers pursuant to Section 4.12 as the Initial Liability Adjustment Amount, and Sellers shall not be obligated to pay such offset amount. In the event that there is a dispute as to the failure to collect accounts receivable Excess Receivable Amount, AmeriPath shall offset from the payment of the undisputed Excess Payment Amount the amounts owed by Sellers pursuant to this Section 2.B(2) 4.12 as the Initial Liability Adjustment Amount, and Sellers shall not be obligated to pay such offset amount. The Sellers shall pay AmeriPath the Receivable Shortfall Amount, if any, on or before the Payment Date, except that if the Sellers duly object to the to the calculations set forth in the AR Adjustment Statement, such payment shall be based upon made within ten (10) days following the closing sale price date on which the Auditor provides notice of a share the final determination of EarthCare Stock on the NASDAQ system as reported Excess Receivable Amount. The Receivable Shortfall Amount shall be paid by the Sellers in The Wall Street Journal for accordance with the trading day immediately preceding the day which is 90 days after Closingpercentages set forth in Schedule 4.13.

Accounts Receivable Adjustment. Ninety Purchaser shall use commercially reasonable efforts to collect the Accounts Receivable for the six (906) days period immediately following the Closing Date. On the date that is six (6) months after the Closing Date (or as soon as is practicable thereafter), Purchaser shall deliver to Seller an initial report (the stock portion "Initial Report") setting forth the amount of the Merger Consideration Accounts Receivable that have not been collected by Purchaser (the "AR Shortfall"). Seller shall have ten (10) Business Days from the receipt of the Initial Report to review the same. For the purpose of such review, the Purchaser agrees to permit, or to cause Purchaser's accountant to permit, the Seller and its accountants access to examine all invoices, records, working papers, schedules and other documentation related to the Accounts Receivable. In the event of any discrepancy of the AR Shortfall set forth on the Initial Report, the Seller may dispute such discrepancy and Purchaser and Seller agree to work diligently to resolve such discrepancy within ten (10) Business Days of the date Seller asserts such discrepancy. Upon resolution of any discrepancies, Purchaser shall circulate a revised report (the "Final Report") setting forth the AR Shortfall which reflects the resolution of all discrepancies. If Seller does not dispute the Initial Report, the Initial Report shall be reduced deemed to be the Final Report. Seller shall refund to Purchaser the amount of such AR Shortfall by causing an amount equal to the extent by which AR Shortfall to be disbursed from the sum of (i) the accounts receivable as of the Closing Date that are not collected within 90 days after the Closing Date plus (ii) the cash, cash equivalents, and other marketable securities as of the Closing Date is less than the accounts payable as of the Closing Date (such accounts payable shall not include any Long Term Liabilities), subject to and Escrow Amount in accordance with the following: Escrow Agreement, and to the extent the Escrow Amount is insufficient to cover such amount, Seller shall make a payment in immediately available funds to Purchaser for the unpaid portion of the AR Shortfall amount. Notwithstanding anything to the contrary contained herein, the calculation of the AR Shortfall shall exclude any uncollected Accounts Receivable which were taken into consideration in the calculation of the Closing Balance Sheet (a) After Closing, Subsidiary will use reasonable efforts as hereinafter defined). Purchaser shall return to Seller all uncollected Accounts Receivable which comprise the AR Shortfall or which are taken into consideration in the calculation of the Closing Balance Sheet (the "Returned AR"). Seller shall then have the right to collect accounts receivable and retainage in accordance with prudent business practices and in a manner all of any unpaid, or the unpaid portion of, any Accounts Receivable for which will not result in Seller has refunded to Purchaser the discount of other accounts receivable or retainage owed by the same account debtor or of the terms on which goods or services are provided to the same account debtor in the futureAR Shortfall. (b) Payments by an account debtor will be applied to the oldest invoices and retainage first if the account debtor does not designate application of payments to specific invoices. (c) Accounts receivable which are not collected within 90 days after they arose will be applied to the allowance for doubtful accounts reflected on the most recent Balance Sheet, and no reduction to the Merger Consideration shall be made under this Section 2.B(2) until the allowance for doubtful accounts reflected on the Balance Sheet has been reduced to zero. (d) To the extent an account receivable is not collected within 90 days after the Closing Date and the Merger Consideration is reduced under this Section 2.B(2), Subsidiary will, upon the request of the Shareholders, assign the account receivable to the Shareholders. Any such assignment shall be made without recourse to Subsidiary, and the Shareholders shall indemnify Subsidiary against any claims which may be asserted by the account debtor which arose prior to the Closing Date. In the event such assignment is of only a portion of an account receivable, the Shareholders and Subsidiary shall cooperate in the collection thereof. (e) The number of shares of EarthCare Stock used to satisfy any adjustment to the Merger Consideration due to the failure to collect accounts receivable pursuant to this Section 2.B(2) shall be based upon the closing sale price of a share of EarthCare Stock on the NASDAQ system as reported in The Wall Street Journal for the trading day immediately preceding the day which is 90 days after Closing.

Accounts Receivable Adjustment. Ninety (90) days after the Closing Date the stock portion If any of the Merger Consideration shall be reduced to the extent by which the sum of (i) the accounts receivable as included within the Net Asset Value of the Business at the Closing Date that (the "CLOSING DATE RECEIVABLES") are not collected within 90 days after in full on or prior to the Closing Date plus (ii) the cash, cash equivalents, and other marketable securities as of the Closing Date is less than the accounts payable as six month anniversary of the Closing Date (such accounts payable shall not include any Long Term Liabilitiesthe "POST-CLOSING COLLECTION PERIOD"), subject then Buyer, at its option, shall have the right to transfer the uncollected balance of any one or more of such uncollected Closing Date Receivables back to Seller. Buyer may exercise this option by delivering written notice to Seller at any time within thirty (30) days after the expiration of the Post-Closing Collection Period, which notice shall specify in reasonable detail each of the uncollected Closing Date Receivables to be so transferred back to Seller and the individual balances thereof (such uncollected Closing Date Receivables, as so specified, are referred to herein as the "UNCOLLECTED RECEIVABLES" and the aggregate balance thereof is referred to herein as the "UNCOLLECTED RECEIVABLES BALANCE"). In such event, the Purchase Price shall be reduced on a dollar-for-dollar basis by the full amount of the Uncollected Receivables Balance. Seller shall promptly refund the full amount of the Uncollected Receivables Balance to Buyer by wire transfer of immediately available funds, and Buyer shall, thereafter, take such actions as are necessary to transfer all right, title and interest in accordance with the following: (a) After ClosingUncollected Receivables back to Seller. The parties acknowledge and agree that, Subsidiary will during the Post-Closing Collection Period, Buyer shall use commercially reasonable efforts to collect accounts receivable and retainage in accordance with prudent business practices and in a manner which will not result in the discount of other accounts receivable or retainage owed by the same account debtor or of the terms on which goods or services are provided to the same account debtor in the future. (b) Payments by an account debtor will be applied to the oldest invoices and retainage first if the account debtor does not designate application of payments to specific invoices. (c) Accounts receivable which are not collected within 90 days after they arose will be applied to the allowance for doubtful accounts reflected on the most recent Balance Sheet, and no reduction to the Merger Consideration shall be made under this Section 2.B(2) until the allowance for doubtful accounts reflected on the Balance Sheet has been reduced to zero. (d) To the extent an account receivable is not collected within 90 days after the Closing Date Receivables in the ordinary course of business and consistent with the Merger Consideration is reduced under this Section 2.B(2)Buyer's collection practices with respect to its other customers. Buyer, Subsidiary willin connection with the collection of any Uncollected Receivables transferred back to Seller, upon the request of the Shareholders, assign the account receivable to the Shareholders. Any such assignment shall be made without recourse to Subsidiaryconsult with, and the Shareholders shall indemnify Subsidiary against any claims which may be asserted by the account debtor which arose prior to the Closing Date. In the event such assignment is of only a portion of an account receivablereasonably cooperate with, the Shareholders and Subsidiary shall cooperate Seller, as applicable, in the collection thereof, and Buyer shall provide such technical assistance and support as Seller may reasonably request in furtherance of the collection of such Uncollected Receivables at Seller's expense. (e) The number of shares of EarthCare Stock used to satisfy any adjustment to the Merger Consideration due to the failure to collect accounts receivable pursuant to this Section 2.B(2) shall be based upon the closing sale price of a share of EarthCare Stock on the NASDAQ system as reported in The Wall Street Journal for the trading day immediately preceding the day which is 90 days after Closing.

Accounts Receivable Adjustment. Ninety (90a) Adjustment. The Principal Stockholders and the Company have, in Section 2.3(c) hereto, given representations and warranties as to the collectibility of the Company's accounts receivable (less the allowance for doubtful accounts, which includes a writeoff of an employee receivable in the amount of $34,000) set forth on the Company's Reference Balance Sheet (as defined in Section 2.3) (the "Accounts Receivable"). Within one hundred eighty (180) calendar days after the Closing Date (the stock "A/R Collection Period"), Buyer shall prepare and deliver to the Principal Stockholders a certificate (the "A/R Certificate") setting forth the final status of its collection of the Accounts Receivable for the A/R Collection Period. To the extent the Buyer has not collected any portion of the Merger Consideration Accounts Receivable at the end of such period (the "A/R Shortfall"), the total amount of such A/R Shortfall shall constitute a reduction in the Purchase Price. Notwithstanding anything herein, neither Buyer nor either Company shall be reduced required to the extent by which the sum of (i) the accounts receivable as of the Closing Date that are not collected within 90 days after the Closing Date plus (ii) the cash, cash equivalents, and other marketable securities as of the Closing Date is less than the accounts payable as of the Closing Date (such accounts payable shall not include exercise any Long Term Liabilities), subject to and in accordance with the following: (a) After Closing, Subsidiary will use reasonable extraordinary efforts to collect accounts receivable the Accounts Receivable, including without limitation litigation or other similar extraordinary actions, but the Company and retainage Buyer shall utilize commercially reasonable collection efforts consistent with past practices. Upon completion of payment of the entire A/R Shortfall by the Principal Stockholders to Buyer as set forth herein (subject to Section 1.8(b)), Buyer promptly shall return all uncollected Accounts Receivable ("A/R Balance") to the Principal Stockholders (the "A/R Turnover"), and any amounts received by Buyer on such returned Accounts Receivable thereafter shall promptly be remitted to the Stockholder's Representative for further distribution to the Stockholders. After expiration of the A/R Collection Period and completion of A/R Turnover, Buyer will not interfere, burden or delay any efforts by the Principal Stockholders to collect the A/R Balance, provided that any such collection efforts by the Principal Stockholders shall be in accordance good faith, commercially reasonable and consistent with prudent business the Company's past practices and in shall not damage any relationship between the Company and its clients or customers. Unless a manner which will not result in the discount customer specifies otherwise, payments of other accounts receivable or retainage owed Accounts Receivable by the same account debtor or of Company from customers after the terms on which goods or services are provided to the same account debtor in the future. (b) Payments by an account debtor will A/R Turnover shall be applied to Accounts Receivable in order of origination (applied to oldest accounts first). If the oldest invoices and retainage first if parties agree on the account debtor does not designate application of payments A/R Certificate, any such A/R Shortfall shall be paid in full to specific invoices. Buyer within five (c5) Accounts receivable which are not collected within 90 business days after they arose will be applied delivery of the A/R Certificate to the allowance for doubtful accounts reflected Principal Stockholders. If the parties disagree on the most recent Balance Sheet, and no reduction to the Merger Consideration shall be made under this Section 2.B(2) until the allowance for doubtful accounts reflected on the Balance Sheet has been reduced to zero. (d) To the extent an account receivable is not collected within 90 days after the Closing Date and the Merger Consideration is reduced under this Section 2.B(2), Subsidiary will, upon the request of the Shareholders, assign the account receivable to the Shareholders. Any such assignment shall be made without recourse to Subsidiary, and the Shareholders shall indemnify Subsidiary against any claims which may be asserted by the account debtor which arose prior to the Closing Date. In the event such assignment is of only a portion of an account receivableA/R Certificate, the Shareholders and Subsidiary provisions of Section 1.8(b) below shall cooperate in the collection thereofapply. (e) The number of shares of EarthCare Stock used to satisfy any adjustment to the Merger Consideration due to the failure to collect accounts receivable pursuant to this Section 2.B(2) shall be based upon the closing sale price of a share of EarthCare Stock on the NASDAQ system as reported in The Wall Street Journal for the trading day immediately preceding the day which is 90 days after Closing.

Accounts Receivable Adjustment. Ninety (a) In the event that any accounts receivable of the Company or its Subsidiaries included on Company’s Financial Statements as of September 30, 2022 remain uncollected more than ninety (90) days past scheduled collection date as of the date that is sixty (60) days after the Closing Date Date, then the stock portion Debt Adjustments shall be adjusted upward accordingly (and as a result, the Purchase Price shall be adjusted downward accordingly) on a dollar-for-dollar basis for any such uncollected amounts (the “AR Adjustment”). Orgenesis Parent shall forfeit, for no consideration, a number of common units of the Merger Consideration shall be reduced Company (the “Company Common Units”) to give effect to the extent by which the sum of (i) the accounts receivable as of the Closing Date that are not collected within 90 days after the Closing Date plus (ii) the cash, cash equivalents, and other marketable securities as of the Closing Date is less than the accounts payable as of the Closing Date (such accounts payable AR Adjustment. The Company shall not include any Long Term Liabilities), subject to and in accordance with the following: (a) After Closing, Subsidiary will use reasonable its good faith efforts to collect all accounts receivable and retainage in accordance with prudent business practices and in a manner which will not result in following the discount of other accounts receivable or retainage owed by the same account debtor or of the terms on which goods or services are provided to the same account debtor in the futureClosing. (b) Payments by an account debtor will be applied Within thirty (30) days after January 31, 2023, the Company shall prepare and deliver to the oldest invoices Investor a detailed written report (an “AR Adjustment Report”) setting forth in detail the accounts receivable of the Company and retainage first if its Subsidiaries included in the account debtor does not designate application Financial Statements as of payments to specific invoices. September 30, 2022 that remain uncollected after ninety (c90) Accounts receivable which are not collected within 90 days after they arose will be applied to past scheduled collection date as of the allowance for doubtful accounts reflected on the most recent Balance Sheet, and no reduction to the Merger Consideration shall be made under this Section 2.B(2date that is sixty (60) until the allowance for doubtful accounts reflected on the Balance Sheet has been reduced to zero. (d) To the extent an account receivable is not collected within 90 days after the Closing Date Date, the related downward adjustment to the Purchase Price (if any) and the Merger Consideration number of Company Common Units to be forfeited by Orgenesis Parent (if any), for no additional consideration. The AR Adjustment Report shall include reasonable detail and be accompanied by supporting documentation. During the sixty (60) day period immediately following the Investor’s receipt of the AR Adjustment Report, the Investor and its representatives (i) will be permitted to review, upon reasonable notice, the Company’s books and records and the working papers related to the preparation of the AR Adjustment Report (including the determinations included therein), and (ii) will be given access, upon reasonable notice, to knowledgeable employees and accounting professionals of the Company in order to facilitate the Investor’s review of the AR Adjustment Report. If the Investor has any objections to the AR Adjustment Report, then the Investor will deliver a detailed written statement (an “AR Adjustment Objections Statement”) describing its objections to the Company within sixty (60) days after delivery of the AR Adjustment Report. If the Investor fails to deliver the AR Adjustment Objections Statement within such sixty (60) day period, then the calculations set forth in the AR Adjustment Report shall become final and binding on all Parties. If the Investor delivers the AR Adjustment Objections Statement within such sixty (60) day period, then the Investor and the Company will use commercially reasonable efforts to resolve any such disputes, but if a final resolution is reduced not obtained within thirty (30) days after the Investor has submitted the AR Adjustment Objections Statement, any remaining matters which are in dispute will be resolved by the Accountants. The Accountants will prepare and deliver a written report to the Company and the Investor and will submit a resolution of such unresolved disputes promptly, but in any event within thirty (30) days after the dispute is submitted to the Accountants. The Accountants’ determination of such unresolved disputes shall be final and binding upon all Parties; provided, however, that no such determination shall be any more favorable to the Company than is set forth in the AR Adjustment Report or any more favorable to the Investor than is proposed in the AR Adjustment Objections Statement. All costs, expenses and fees of the Accountants shall be borne by the Party whose calculations for purposes of Section 1.10(a) has the greatest difference from the final calculations for purposes of Section 1.10(a), as determined by the Accountants under this Section 2.B(21.10(b). Upon the AR Adjustment becoming final and binding in accordance with this Section 1.10(b), Subsidiary will, upon the request of the Shareholders, assign the account receivable to the Shareholders. Any such assignment Purchase Price shall be made without recourse to Subsidiary, automatically adjusted downward accordingly (if applicable) and the Shareholders shall indemnify Subsidiary against any claims which may be asserted by the account debtor which arose prior to the Closing Date. In the event such assignment is of only a portion of an account receivable, the Shareholders and Subsidiary shall cooperate in the collection thereof. (e) The applicable number of shares Company Common Units (if any) of EarthCare Stock used to satisfy any adjustment to the Merger Consideration due to the failure to collect accounts receivable pursuant to this Section 2.B(2) Orgenesis Parent shall be based upon the closing sale price of a share of EarthCare Stock on the NASDAQ system as reported in The Wall Street Journal forfeited and cancelled for the trading day immediately preceding the day which is 90 days after Closingno consideration.