Common use of Adjustment Before and After the Closing Clause in Contracts

Adjustment Before and After the Closing. The Estimated Closing Adjustment and the Final Closing Adjustment shall be determined as set forth below in this Section 2.5: (a) No less than three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to Parent a statement (the “Estimated Closing Adjustment Statement”), duly executed by an officer of the Company, setting forth the Company’s good faith estimate of the Closing Adjustment Items (the “Estimated Closing Adjustment”), including an estimated consolidated balance sheet of the Acquired Companies as of the Effective Time. The Estimated Closing Adjustment Statement (i) shall be derived in good faith from the Books and Records of the Acquired Companies and (ii) shall be prepared on a consolidated basis in accordance with generally accepted accounting principles in the United States (“GAAP”) using the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodologies as were used in preparation of the Base Balance Sheet. Promptly after delivering the Estimated Closing Adjustment Statement to Parent, the Company will meet with Parent (which meeting may be telephonic) to review and discuss the Estimated Closing Adjustment Statement, and the Company will consider in good faith Parent’s comments to the Estimated Closing Adjustment Statement, and, to the extent mutually agreed upon by the Company and Parent, both acting reasonably and in good faith, make any appropriate adjustments to the Estimated Closing Adjustment Statement prior to the Closing, which adjusted Estimated Closing Adjustment Statement shall thereafter become the Estimated Closing Adjustment Statement for all purposes of this Agreement; provided, however, that if the Company and Parent are unable to reach mutual agreement on any such adjustments, the Estimated Closing Adjustment Statement delivered by the Company shall be the Estimated Closing Adjustment Statement for all purposes of this Agreement. (b) Within seventy-five (75) calendar days after the Closing Date, the Surviving Pubco shall prepare and deliver to the Company Securityholder Representative a statement (the “Closing Adjustment Statement”), duly executed by an officer of the Surviving Pubco, setting forth the Surviving Pubco’s determination of the Closing Adjustment Items, including an estimated consolidated balance sheet of the Acquired Companies as of the Effective Time. The Closing Adjustment Statement (i) shall be derived in good faith from the Books and Records of the Acquired Companies and (ii) shall be prepared on a consolidated basis in accordance with GAAP using the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodologies as were used in preparation of the Base Balance Sheet. The Closing Adjustment Statement, as proposed by the Surviving Pubco pursuant to this Section 2.5(b), shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment Statement”, the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment” and each shall be final and binding on all Parties, unless the Company Securityholder Representative timely delivers to the Surviving Pubco an Objection Notice in accordance with Section 2.5(c). The Surviving Pubco shall, and shall cause the Surviving Company to, provide to the Company Securityholder Representative reasonable access to the Acquired Companies’ Books and Records as the Company Securityholder Representative may reasonably request in connection with its review of the Closing Adjustment Statement and shall cause the personnel of the Acquired Companies to reasonably cooperate with the Company Securityholder Representative in connection with its review of the Closing Adjustment Statement. (c) In the event that the Company Securityholder Representative disputes the Closing Adjustment Statement delivered by the Surviving Pubco pursuant to Section 2.5(b) or the amount of any Closing Adjustment Item reflected thereon, the Company Securityholder Representative shall notify the Surviving Pubco in writing (the “Objection Notice”) of such dispute, within thirty (30) calendar days after delivery of the Closing Adjustment Statement pursuant to Section 2.5(b). Any such Objection Notice shall specify those items or amounts as to which the Company Securityholder Representative disagrees and shall describe in reasonable detail the basis for such dispute. The Surviving Pubco and the Company Securityholder Representative shall use commercially reasonable efforts to resolve such differences regarding the determination of the disputed items or amounts for a period of thirty (30) calendar days after the Surviving Pubco’s receipt of the Objection Notice. If the Surviving Pubco and the Company Securityholder Representative reach a final resolution on the Closing Adjustment Statement within thirty (30) calendar days after the Surviving Pubco’s receipt of the Objection Notice (or within any additional period as mutually agreed to between the Surviving Pubco and the Company Securityholder Representative), then the Closing Adjustment Statement agreed upon by the Surviving Pubco and the Company Securityholder Representative shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment Statement”, the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment” and each shall be final and binding on the Parties. (d) If the Company Securityholder Representative and the Surviving Pubco do not reach a final resolution on the items in the Objection Notice within thirty (30) calendar days after delivery of the Objection Notice, unless the Company Securityholder Representative and the Surviving Pubco mutually agree to continue their efforts to resolve such differences, the Surviving Pubco and the Company Securityholder Representative shall engage the Neutral Accountant within fifteen (15) calendar days thereafter (provided, that if the Neutral Accountant does not accept its appointment or if the Company Securityholder Representative and the Surviving Pubco cannot agree on the Neutral Accountant, in either case during such fifteen (15) calendar day period, then the Company Securityholder Representative or the Surviving Pubco may require, by written notice to the other, that the Neutral Accountant be selected by the New York City Regional Office of the American Arbitration Association in accordance with its procedures). The Neutral Accountant shall resolve such differences pursuant to an engagement agreement executed by the Company Securityholder Representative, the Surviving Pubco and the Neutral Accountant in accordance with this Section 2.5(d). Each of the Surviving Pubco and the Company Securityholder Representative shall submit to the Neutral Accountant (with a copy delivered to the other party on the same day), within ten (10) days after the date of the engagement of the Neutral Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions with respect to the Closing Adjustment Items set forth in the Objection Notice. Each of the Surviving Pubco and the Company Securityholder Representative may (but shall not be required to) submit to the Neutral Accountant (with a copy delivered to the other party on the same day), within twenty (20) calendar days after the date of the engagement of the Neutral Accountant, a memorandum responding to the initial memorandum submitted to the Neutral Accountant by the other party. None of the Surviving Pubco, the Company Securityholder Representative, any other Party hereto or any of their respective Affiliates shall have any ex parte communications or meetings with the Neutral Accountant regarding the subject matter hereof without the other party’s prior written consent. The Neutral Accountant shall be given reasonable access to all relevant records of the Surviving Pubco and the Surviving Company to calculate the Closing Adjustment Statement. The Neutral Accountant shall act as an expert in accounting to determine only the Closing Adjustment Items set forth in the Objection Notice still in dispute and shall be limited to those adjustments, if any, required to be made for the Final Closing Adjustment to comply with the provisions of this Agreement. The Surviving Pubco, the Company Securityholder Representative and the other Parties hereto shall use their reasonable best efforts to cause the Neutral Accountant to issue its written determination regarding the Closing Adjustment Items set forth in the Objection Notice within thirty (30) calendar days after such items are submitted for review. Absent fraud or manifest error, the Closing Adjustment Statement as finally determined by the Neutral Accountant shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment Statement”, the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment” and each shall be final and binding on all Parties. In determining the Closing Adjustment Statement and the Closing Adjustment Items, the Neutral Accountant shall act as an expert and not as an arbitrator. A judgment on the determination made by the Neutral Accountant pursuant to this Section 2.5 may be entered in and enforced by any court having jurisdiction. (e) The Neutral Accountant shall not be authorized or permitted to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between the Company Securityholder Representative and the Surviving Pubco regarding the determination of the Closing Adjustment Statement and the Closing Adjustment Items in accordance with this Section 2.5; (ii) resolve any such differences by making an adjustment to the Closing Adjustment Statement that is outside of the range defined by amounts as finally proposed by the Company Securityholder Representative and the Surviving Pubco; or (iii) apply any accounting methods, treatments, principles or procedures other than as described in this Section 2.5. (f) The fees and disbursements of the Neutral Accountant shall be borne by the Surviving Pubco. (g) If the amount of the Final Closing Adjustment is greater than the Estimated Closing Adjustment, then the Company Securityholder Representative shall, within three (3) Business Days after the date of determination of the Final Closing Adjustment, direct the Escrow Agent to (i) deliver a number of Adjustment Escrow Units (and, to the extent in excess of the Adjustment Escrow Units, other Adjustment Escrow Property) to the Surviving Company, equal to the lesser of (x) the quotient obtained by dividing (A) the amount of any such excess by (B) the Per Share Price, which such Adjustment Escrow Units shall be cancelled by the Surviving Company and (y) the entire Adjustment Escrow Property and (ii) to the extent that, after delivery of the Adjustment Escrow Property to the Surviving Company, there is remaining Adjustment Escrow Property held by the Escrow Agent, deliver such remaining Adjustment Escrow Property (the “Remaining Amount”) to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be delivered to the Company Equity Holders pursuant to Section 2.2(b)(ii)(C). (h) If the amount of the Estimated Closing Adjustment is greater than the Final Closing Adjustment (any such excess, the “Excess Amount”), then, within three (3) Business Days after the date of determination of the Final Closing Adjustment, (i) the Surviving Company shall issue a number of Surviving Company Membership Units to the Company Equity Holders pursuant to Section 2.2(b)(ii)(D), in each case equal to the lesser of (x) the quotient obtained by dividing (A) the Excess Amount by (B) the Per Share Price, and (y) the entire Adjustment Escrow Property and (ii) the Surviving Pubco shall direct the Escrow Agent to disburse the Adjustment Escrow Property to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be delivered to the Company Equity Holders pursuant to Section 2.2(b)(ii)(E). (i) The Parties agree that the procedures set forth in this Section 2.5 shall be the sole and exclusive method for resolving any disputes with respect to the determination of the Final Closing Adjustment Statement and the Final Closing Adjustment; provided, that this provision shall not prohibit the Surviving Pubco or the Company Securityholder Representative from instituting litigation to enforce the determination of the Neutral Accountant. (j) If an NCP Contingent Payment Escrow Amount has been deposited with the Escrow Agent pursuant to Section 2.2(a)(iii), within five (5) Business Days after the earlier of (i) payment of the NCP Contingent Payment Amount being made by any Acquired Company (or the Surviving Pubco or any of its Affiliates) (without any further obligations of any Acquired Company for any additional NCP Contingent Payment Amount) and (ii) either (A) a binding agreement between the Company and the applicable counterparties under the NCP Agreement or (B) a final and binding determination that no NCP Contingent Payment Amount is payable in accordance with the terms of the NCP Agreement, evidence of which shall be provided promptly to the Company Securityholder Representative by the Surviving Pubco, (x) the Surviving Pubco may recover the amount of such NCP Contingent Payment Amount paid by any Acquired Company (if any) solely out of the NCP Contingent Payment Escrow Account (including the NCP Contingent Payment Escrow Amount and all interest, dividends, gains and other income thereon), and only to the extent that such amount is less than or equal to the amount then held in the NCP Contingent Payment Escrow Account, and no Company Equity Holder nor any other Person shall have any Liability to the Surviving Pubco or any of its Affiliates for any amount of such NCP Contingent Payment Amount which is in excess of the amount then held in the NCP Contingent Payment Escrow Account, and (y) the Escrow Agent shall disburse any amount remaining in the NCP Contingent Payment Escrow Account after a payment is made pursuant to clause (x) (or either (A) a binding agreement between the Company and the applicable counterparties under the NCP Agreement or (B) a final and binding determination is made that no NCP Contingent Payment Amount is payable in accordance with the terms of the NCP Agreement) (the “NCP Contingent Payment Remaining Amount”) to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be distributed to the Company Equity Holders pursuant to Section 2.2(b)(ii)(E). If, at the Effective Time, the NCP Contingent Payment Amount has not been determined in accordance with the NCP Agreement, the Company Securityholder Representative shall have the right to, at its expense, control the preparation of the Earn-Out Calculation Statement (as defined in the NCP Agreement), the review of the Final Earn-Out Calculation Statement (as defined in the NCP Agreement), the submission of an Earn-Out Calculation Objection Notice (as defined in the NCP Agreement), the negotiation of any items disputed in such Earn-Out Calculation Objection Notice, the negotiation, execution and delivery of the engagement agreement with, and the submission of the presentation to, the Neutral Accountant (as defined in the NCP Agreement), and control any litigation instituted in connection therewith, in each case to the fullest extent as if the Company Securityholder Representative were “Buyer” under the NCP Agreement. The Surviving Pubco shall and shall cause the Surviving Company to reasonably cooperate in such matters, including (i) providing reasonable access to the books and records of the Acquired Companies and to its independent accountants and their workpapers (upon delivery of a customary access letter to the extent required by such independent accountants) and (ii) submitting dispute notices and other notices and materials requested by the Company Securityholder Representative.

Adjustment Before and After the Closing. The Estimated Closing Adjustment and the Final Closing Adjustment Purchase Price shall be determined subject to adjustment as set forth below in this Section 2.5follows: (a) No less Not later than three ten (310) Business Days prior to the Closing Date, the Company shall prepare and deliver to Parent the Buyer a statement (the “Estimated Closing Adjustment Statement”), duly executed by an officer of the Company, ) setting forth the Company’s good faith estimate estimated calculation of the Closing Adjustment Items (the “Estimated Closing Adjustment”), including an estimated consolidated balance sheet of the Acquired Companies as of the Effective Time. The Estimated Closing Adjustment Statement (i) shall be derived in good faith from the Books and Records of the Acquired Companies and (ii) shall be prepared on a consolidated basis in accordance with generally accepted accounting principles in the United States (“GAAP”) using the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodologies as were used in preparation of the Base Balance Sheet. Promptly after delivering the Estimated Closing Adjustment Statement resulting therefrom, together with all relevant backup materials, in detail reasonably acceptable to Parent, the Company will meet with Parent Buyer. If within four (which meeting may be telephonic4) to review and discuss Business Days following the Buyer’s actual receipt of the Estimated Closing Adjustment Statement, the Buyer has not given the Company notice of its objection to the amount of the estimated Closing Adjustment Items and the Estimated Closing Adjustment resulting therefrom, the Closing Purchase Price shall be adjusted as set forth in the Estimated Closing Adjustment Statement. If the Buyer gives such notice of objection, the Company and the Buyer will work together in good faith to resolve the issues in dispute. If all disputed issues are resolved, the amounts as agreed upon by the Buyer and the Company will consider in good faith Parentshall be used to complete the Estimated Closing Adjustment. If the Buyer and the Company are unable to resolve all such disputed issues within two (2) Business Days following the Buyer’s comments to receipt of the Estimated Closing Adjustment Statement, and, to the extent mutually agreed upon Estimated Closing Adjustment shall be as determined by the Company and Parent, both Buyer acting reasonably and in good faith, make any appropriate adjustments to the Estimated Closing Adjustment Statement prior to the Closing, which adjusted Estimated Closing Adjustment Statement shall thereafter become the Estimated Closing Adjustment Statement for all purposes of this Agreement; provided, however, that if the Company and Parent are unable to reach mutual agreement on any such adjustments, the Estimated Closing Adjustment Statement delivered by the Company shall be the Estimated Closing Adjustment Statement for all purposes of this Agreement. (b) Within seventy-five (75) Not later than 60 calendar days after the Closing Date, the Surviving Pubco Buyer shall prepare and deliver to the Company Securityholder Representative a statement (the “Closing Adjustment Statement”), duly executed by an officer of the Surviving Pubco, Statement setting forth the Surviving PubcoBuyer’s calculation of the Closing Adjustment Items. The Closing Adjustment Statement shall be prepared in accordance with IFRS applied consistently with the Company’s past practices (to the extent such past practices are consistent with IFRS). (c) The Closing Adjustment Statement delivered pursuant to Section 1.6(b) above shall be accompanied by (i) all relevant backup materials, in detail reasonably acceptable to the Representative, and (ii) a statement setting forth the amount, if any, by which the total of the Closing Adjustment Items set forth therein is greater than, or less than, the amount of the Closing Adjustment Items used in the determination of the Estimated Closing Adjustment. (d) In the event that the Representative disputes the Closing Adjustment Statement or the Buyer’s calculation of the Closing Adjustment Items, including an estimated consolidated balance sheet of the Acquired Companies as of the Effective Time. The Closing Adjustment Statement (i) shall be derived in good faith from the Books and Records of the Acquired Companies and (ii) shall be prepared on a consolidated basis in accordance with GAAP using the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodologies as were used in preparation of the Base Balance Sheet. The Closing Adjustment Statement, as proposed by the Surviving Pubco pursuant to this Section 2.5(b), shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment Statement”, the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment” and each shall be final and binding on all Parties, unless the Company Securityholder Representative timely delivers to the Surviving Pubco an Objection Notice in accordance with Section 2.5(c). The Surviving Pubco shall, and shall cause the Surviving Company to, provide to the Company Securityholder Representative reasonable access to the Acquired Companies’ Books and Records as the Company Securityholder Representative may reasonably request in connection with its review of the Closing Adjustment Statement and shall cause the personnel of the Acquired Companies to reasonably cooperate with the Company Securityholder Representative in connection with its review of the Closing Adjustment Statement. (c) In the event that the Company Securityholder Representative disputes the Closing Adjustment Statement delivered by the Surviving Pubco pursuant to Section 2.5(b) or the amount of any Closing Adjustment Item reflected thereon, the Company Securityholder Representative shall notify the Surviving Pubco Buyer in writing (the “Objection Dispute Notice”) of the amount, nature and basis of such dispute, within thirty (30) 60 calendar days after delivery of the Closing Adjustment Statement pursuant to Section 2.5(b)Statement. Any such Objection Dispute Notice shall specify those items or amounts as to which the Company Securityholder Representative disagrees and shall describe in reasonable detail the basis for such dispute. The Surviving Pubco disagrees, and the Company Securityholder Representative shall use commercially reasonable efforts be deemed to resolve have agreed with all other items and amounts contained in the Closing Adjustment Statement and the amount of the Closing Adjustment Items delivered pursuant to Sections 1.6(b) and 1.6(c). In the event of such differences regarding a dispute, the determination of Buyer and the Representative shall meet to determine whether they can reach agreement on the disputed items or amounts for a period of thirty (30) calendar days after in order to determine the Surviving Pubco’s receipt amount of the Objection NoticeClosing Adjustment Items, which amount shall not be less than the Buyer’s calculation delivered pursuant to Section 1.6(c) or more than the Representative’s calculation delivered (in the event that the Representative has so delivered a calculation) pursuant to this Section 1.6(d). If the Surviving Pubco Buyer and the Company Securityholder Representative reach a final resolution on are unable to resolve the Closing Adjustment Statement dispute within thirty (30) calendar days after the Surviving Pubco’s receipt of the Objection Notice (or within any additional period as mutually agreed to between the Surviving Pubco and the Company Securityholder Representative), then the Closing Adjustment Statement agreed upon by the Surviving Pubco and the Company Securityholder Representative shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment Statement”, the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment” and each shall be final and binding on the Parties. (d) If the Company Securityholder Representative and the Surviving Pubco do not reach a final resolution on the items in the Objection Notice within thirty (30) 30 calendar days after delivery of the Objection Dispute Notice, unless the Company Securityholder Representative then any remaining items in dispute shall be submitted to an Independent Auditor. All determinations and the Surviving Pubco mutually agree to continue their efforts to resolve such differences, the Surviving Pubco and the Company Securityholder Representative shall engage the Neutral Accountant within fifteen (15) calendar days thereafter (provided, that if the Neutral Accountant does not accept its appointment or if the Company Securityholder Representative and the Surviving Pubco cannot agree on the Neutral Accountant, in either case during such fifteen (15) calendar day period, then the Company Securityholder Representative or the Surviving Pubco may require, by written notice to the other, that the Neutral Accountant be selected by the New York City Regional Office of the American Arbitration Association in accordance with its procedures). The Neutral Accountant shall resolve such differences calculations pursuant to an engagement agreement executed by the Company Securityholder Representative, the Surviving Pubco and the Neutral Accountant in accordance with this Section 2.5(d). Each of 1.6(d) shall consider only those Closing Adjustment Items as to which the Surviving Pubco Representative has disagreed, shall be in writing and the Company Securityholder Representative shall submit to the Neutral Accountant (with a copy be delivered to the other party on Buyer and the same day), within ten (10) days after the date Representative as promptly as practicable. The determination of the engagement of the Neutral Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions with respect Independent Auditor as to the Closing Adjustment Items set forth in the Objection Notice. Each resolution of the Surviving Pubco and the Company Securityholder Representative may (but shall not be required to) submit to the Neutral Accountant (with a copy delivered to the other party on the same day), within twenty (20) calendar days after the date of the engagement of the Neutral Accountant, a memorandum responding to the initial memorandum submitted to the Neutral Accountant by the other party. None of the Surviving Pubco, the Company Securityholder Representative, any other Party hereto or any of their respective Affiliates shall have any ex parte communications or meetings with the Neutral Accountant regarding the subject matter hereof without the other party’s prior written consent. The Neutral Accountant dispute shall be given reasonable access to all relevant records of the Surviving Pubco binding and the Surviving Company to calculate the Closing Adjustment Statement. The Neutral Accountant shall act as an expert in accounting to determine only the Closing Adjustment Items set forth in the Objection Notice still in dispute and shall be limited to those adjustments, if any, required to be made for the Final Closing Adjustment to comply with the provisions of this Agreement. The Surviving Pubco, the Company Securityholder Representative and the other Parties hereto shall use their reasonable best efforts to cause the Neutral Accountant to issue its written determination regarding the Closing Adjustment Items set forth in the Objection Notice within thirty (30) calendar days after such items are submitted for review. Absent fraud or manifest error, the Closing Adjustment Statement as finally determined by the Neutral Accountant shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment Statement”, the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment” and each shall be final and binding on conclusive upon all Parties. In determining the Closing Adjustment Statement and the Closing Adjustment Items, the Neutral Accountant shall act as an expert and not as an arbitrator. A judgment on the determination made by the Neutral Accountant Independent Auditor pursuant to this Section 2.5 1.6 may be entered in and enforced by the Arbitral Tribunal or any court having jurisdictionjurisdiction thereover. (e) The Neutral Accountant shall not be authorized or permitted to: (i) determine any questions or matters whatsoever under or fees and expenses of the Independent Auditor in connection with this Agreement except for the resolution of differences between disputes pursuant to Section 1.6(d) shall be shared equally by the Company Securityholder Representative Equityholders (from the Escrow Fund), on the one hand, and the Surviving Pubco regarding Buyer, on the determination of other hand; provided that if the Closing Adjustment Statement and the Closing Adjustment Items in accordance Independent Auditor determines that one such party has adopted a position or positions with this Section 2.5; (ii) resolve any such differences by making an adjustment respect to the Closing Adjustment Statement or the amount of the Closing Adjustment Items that is outside frivolous or clearly without merit, the Independent Auditor may, in its discretion, assign a greater portion of the range defined by amounts as finally proposed by the Company Securityholder Representative any such fees and the Surviving Pubco; or (iii) apply any accounting methods, treatments, principles or procedures other than as described in this Section 2.5expenses to such party. (f) The fees and disbursements Immediately upon the expiration of the Neutral Accountant 60 calendar day period for giving the Dispute Notice, if no such notice is given, or upon notification by the Representative to the Buyer that no such notice will be given, or immediately upon the resolution of disputes, if any, pursuant to this Section 1.6, the Closing Purchase Price shall be borne by adjusted as follows (the Surviving Pubco.“Adjusted Purchase Price”): (gi) If the amount of the Final Closing Adjustment exceeds the amount of the Estimated Closing Adjustment, the Buyer shall be entitled to recover such deficiency pursuant to the terms of the Escrow Agreement; (ii) If the amount of the Final Closing Adjustment is greater than equal to the amount of the Estimated Closing Adjustment, then the Company Securityholder Representative shall, within three (3) Business Days after the date of determination of the Final Closing Adjustment, direct the Escrow Agent to (i) deliver a number of Adjustment Escrow Units (Purchase Price shall not be adjusted; and, to the extent in excess of the Adjustment Escrow Units, other Adjustment Escrow Property) to the Surviving Company, equal to the lesser of (x) the quotient obtained by dividing (A) the amount of any such excess by (B) the Per Share Price, which such Adjustment Escrow Units shall be cancelled by the Surviving Company and (y) the entire Adjustment Escrow Property and (ii) to the extent that, after delivery of the Adjustment Escrow Property to the Surviving Company, there is remaining Adjustment Escrow Property held by the Escrow Agent, deliver such remaining Adjustment Escrow Property (the “Remaining Amount”) to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be delivered to the Company Equity Holders pursuant to Section 2.2(b)(ii)(C). (hiii) If the amount of the Estimated Closing Adjustment is greater than the Final Closing Adjustment (any such excess, the “Excess Amount”), then, within three (3) Business Days after the date of determination of exceeds the Final Closing Adjustment, (i) the Surviving Company Buyer shall issue a number of Surviving Company Membership Units to the Company Equity Holders pursuant to Section 2.2(b)(ii)(D), in each case equal to the lesser of (x) the quotient obtained by dividing (A) the Excess Amount by (B) the Per Share Price, and (y) the entire Adjustment Escrow Property and (ii) the Surviving Pubco shall direct the Escrow Agent to disburse the Adjustment Escrow Property deliver to the Paying and Exchange Agent (on behalf of the Company Equity Holders) an amount in immediately available funds equal to be delivered to the Company Equity Holders pursuant to Section 2.2(b)(ii)(E). (i) The Parties agree that the procedures set forth in this Section 2.5 shall be the sole and exclusive method for resolving any disputes with respect to the determination of the Final Closing Adjustment Statement and the Final Closing Adjustment; provided, that this provision shall not prohibit the Surviving Pubco or the Company Securityholder Representative from instituting litigation to enforce the determination of the Neutral Accountant. (j) If an NCP Contingent Payment Escrow Amount has been deposited with the Escrow Agent pursuant to Section 2.2(a)(iii), within five (5) Business Days after the earlier of (i) payment of the NCP Contingent Payment Amount being made by any Acquired Company (or the Surviving Pubco or any of its Affiliates) (without any further obligations of any Acquired Company for any additional NCP Contingent Payment Amount) and (ii) either (A) a binding agreement between the Company and the applicable counterparties under the NCP Agreement or (B) a final and binding determination that no NCP Contingent Payment Amount is payable in accordance with the terms of the NCP Agreement, evidence of which shall be provided promptly to the Company Securityholder Representative by the Surviving Pubco, (x) the Surviving Pubco may recover the amount of such NCP Contingent Payment Amount paid by any Acquired Company (if any) solely out of the NCP Contingent Payment Escrow Account (including the NCP Contingent Payment Escrow Amount and all interest, dividends, gains and other income thereon), and only to the extent that such amount is less than or equal to the amount then held in the NCP Contingent Payment Escrow Account, and no Company Equity Holder nor any other Person shall have any Liability to the Surviving Pubco or any of its Affiliates for any amount of such NCP Contingent Payment Amount which is in excess of the amount then held in the NCP Contingent Payment Escrow Account, and (y) the Escrow Agent shall disburse any amount remaining in the NCP Contingent Payment Escrow Account after a payment is made pursuant to clause (x) (or either (A) a binding agreement between the Company and the applicable counterparties under the NCP Agreement or (B) a final and binding determination is made that no NCP Contingent Payment Amount is payable in accordance with the terms of the NCP Agreement) surplus (the “NCP Contingent Payment Remaining AmountClosing Adjustment Surplus”) to the Paying and Exchange Agent (on behalf ). The percentage of the Company Equity Holders) Closing Adjustment Surplus, if any, to be distributed to the each Company Equity Holders pursuant to Section 2.2(b)(ii)(E). If, at the Effective Time, the NCP Contingent Payment Amount has not been determined in accordance with the NCP Agreement, the Company Securityholder Representative shall have the right to, at its expense, control the preparation of the Earn-Out Calculation Statement (as defined in the NCP Agreement), the review of the Final Earn-Out Calculation Statement (as defined in the NCP Agreement), the submission of an Earn-Out Calculation Objection Notice (as defined in the NCP Agreement), the negotiation of any items disputed in such Earn-Out Calculation Objection Notice, the negotiation, execution and delivery of the engagement agreement with, and the submission of the presentation to, the Neutral Accountant (as defined in the NCP Agreement), and control any litigation instituted in connection therewith, in each case to the fullest extent as if the Company Securityholder Representative were “Buyer” under the NCP Agreement. The Surviving Pubco shall and shall cause the Surviving Company to reasonably cooperate in such matters, including (i) providing reasonable access to the books and records of the Acquired Companies and to its independent accountants and their workpapers (upon delivery of a customary access letter to the extent required by such independent accountants) and (ii) submitting dispute notices and other notices and materials requested Equityholder by the Company Securityholder RepresentativePaying Agent shall be as set forth on the Closing Date Allocation Schedule.

Adjustment Before and After the Closing. The Estimated Closing Adjustment and the Final Closing Adjustment Purchase Price shall be determined subject to adjustment as set forth below in this Section 2.5follows: (a) No less Not later than three five (35) Business Days prior to the Closing Effective Date, the Company shall prepare and deliver to the Parent and Buyer a statement (the “Estimated Closing Adjustment Statement”), duly executed by an officer of the Company, ) setting forth the Company’s good faith estimate of Estimated Closing Adjustment, together with all relevant backup materials, in detail reasonably acceptable to the Parent and Buyer. Schedule I attached hereto reflects the Closing Adjustment Items (the “Estimated Closing Adjustment”), including an estimated consolidated balance sheet of the Acquired Companies as of the Effective Time. The Estimated Closing Adjustment Statement (i) shall to be derived included in good faith from the Books and Records of the Acquired Companies and (ii) shall be prepared on a consolidated basis in accordance with generally accepted accounting principles in the United States (“GAAP”) using the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodologies as were used in preparation of the Base Balance Sheet. Promptly after delivering the Estimated Closing Adjustment Statement to Parent, the Company will meet with Parent (which meeting may be telephonic) to review and discuss the Estimated Closing Adjustment Statement, and including estimated amounts in respect thereof as of the Company will consider in good faith Parent’s comments to date of this Agreement. If within two (2) Business Days following receipt of the Estimated Closing Adjustment Statement, and, the Parent and Buyer have not given the Company notice of their objection to the extent mutually Estimated Closing Adjustment, the Base Purchase Price shall be adjusted as set forth in the Estimated Closing Adjustment Statement. If the Parent and Buyer give such notice of objection, the Company, the Parent and the Buyer will work together in good faith to resolve the issues in dispute. If all disputed issues are resolved, the amounts as agreed upon by the Company and Parent, both acting reasonably the Buyer and in good faiththe Company shall be used to complete the Estimated Closing Adjustment. If the Parent, make any appropriate adjustments the Buyer and the Company are unable to resolve all such disputed issues by the end of the third (3rd) Business Day following the Parent’s and the Buyer’s receipt of the Estimated Closing Adjustment Statement prior to the Closing, which adjusted Estimated Closing Adjustment Statement shall thereafter become the Estimated Closing Adjustment Statement for all purposes of this Agreement; provided, however, that if the Company and Parent are unable to reach mutual agreement on any such adjustmentsStatement, the Estimated Closing Adjustment Statement delivered shall be as determined by the Parent and the Buyer, acting reasonably. (b) Not later than five (5) Business Days prior to the Effective Date, the Company shall prepare and deliver to the Parent and Buyer a statement (the “Estimated Net US Assets Proceeds Statement”) setting forth an estimate of the Net US Assets Proceeds (the “Estimated Net US Assets Proceeds”), together with all relevant backup materials, in detail reasonably acceptable to the Parent and Buyer. Such Estimated Net US Assets Proceeds shall be determined based on the Company’s most recent accounting and tax information available. If within two (2) Business Days following receipt of the Estimated Net US Assets Proceeds Statement, the Parent and Buyer have not given the Company notice of their objection to the Estimated Net US Assets Proceeds, the Estimated Net US Assets Proceeds shall be as set forth in the Estimated Net US Assets Proceeds Statement. If the Parent and Buyer give such notice of objection, the Company, the Parent and the Buyer will work together in good faith to resolve the issues in dispute. If all disputed issues are resolved, the amount as agreed upon by the Parent, the Buyer and the Company shall be the Estimated Closing Adjustment Statement for Net US Assets Proceeds. If the Parent, the Buyer and the Company are unable to resolve all purposes such disputed issues by the end of this Agreementthe third (3rd) Business Day following the Parent’s and the Buyer’s receipt of the Estimated Net US Assets Proceeds Statement, the Estimated Net US Assets Proceeds shall be as determined by the Parent and the Buyer, acting reasonably. (bc) Within seventy-five (75) Not later than 45 calendar days after the Closing Date, the Surviving Pubco Parent and Buyer shall prepare and deliver to the Company Securityholder Representative a statement (Representatives the “Closing Adjustment Statement”. The Closing Adjustment Statement shall be prepared in accordance with GAAP applied consistently with the Company’s past practices (to the extent such past practices are consistent with GAAP). (d) The Closing Adjustment Statement delivered pursuant to paragraph (c) above shall be accompanied by (i) all relevant backup materials, duly executed by an officer of in detail reasonably acceptable to the Surviving PubcoRepresentatives, and (ii) a statement setting forth the Surviving Pubco’s determination amount, if any, by which the total of the Closing Adjustment Items is greater than, or less than, the Estimated Closing Adjustment. (e) In the event that the Representatives dispute the Closing Adjustment Statement or the amount of the Closing Adjustment Items, including an estimated consolidated balance sheet of the Acquired Companies as of the Effective Time. The Closing Adjustment Statement (i) shall be derived in good faith from the Books and Records of the Acquired Companies and (ii) shall be prepared on a consolidated basis in accordance with GAAP using the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodologies as were used in preparation of the Base Balance Sheet. The Closing Adjustment Statement, as proposed by the Surviving Pubco pursuant to this Section 2.5(b), shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment Statement”, the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment” and each shall be final and binding on all Parties, unless the Company Securityholder Representative timely delivers to the Surviving Pubco an Objection Notice in accordance with Section 2.5(c). The Surviving Pubco shall, and shall cause the Surviving Company to, provide to the Company Securityholder Representative reasonable access to the Acquired Companies’ Books and Records as the Company Securityholder Representative may reasonably request in connection with its review of the Closing Adjustment Statement and shall cause the personnel of the Acquired Companies to reasonably cooperate with the Company Securityholder Representative in connection with its review of the Closing Adjustment Statement. (c) In the event that the Company Securityholder Representative disputes the Closing Adjustment Statement delivered by the Surviving Pubco pursuant to Section 2.5(b) or the amount of any Closing Adjustment Item reflected thereon, the Company Securityholder Representative Representatives shall notify the Surviving Pubco Parent and Buyer in writing (the “Objection Dispute Notice”) of the amount, nature and basis of such dispute, within thirty (30) 30 calendar days after delivery of the Closing Adjustment Statement pursuant to Section 2.5(b)Statement. Any such Objection Dispute Notice shall specify those items or amounts as to which the Company Securityholder Representative disagrees and shall describe in reasonable detail the basis for such dispute. The Surviving Pubco Representatives disagree, and the Company Securityholder Representative Representatives shall be deemed to have agreed with all other items and amounts contained in the Closing Adjustment Statement and the amount of the Closing Adjustment Items delivered pursuant to Sections 1.11(c) and 1.11(d). In the event of such a dispute, the Parent, the Buyer and the Representatives shall first use commercially reasonable efforts their Reasonable Best Efforts to resolve such differences regarding the determination of reach agreement on the disputed items or amounts for a period of thirty (30) calendar days after in order to determine the Surviving Pubco’s receipt amount of the Objection NoticeClosing Adjustment Items, which amount shall not be less than the calculation by Parent and Buyer delivered pursuant to Section 1.11(c) nor more than the Representatives’ calculation delivered pursuant to this Section 1.11(e). If the Surviving Pubco Parent, the Buyer and the Company Securityholder Representative reach a final resolution on Representatives are unable to resolve the Closing Adjustment Statement dispute within thirty (30) calendar days after the Surviving Pubco’s receipt of the Objection Notice (or within any additional period as mutually agreed to between the Surviving Pubco and the Company Securityholder Representative), then the Closing Adjustment Statement agreed upon by the Surviving Pubco and the Company Securityholder Representative shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment Statement”, the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment” and each shall be final and binding on the Parties. (d) If the Company Securityholder Representative and the Surviving Pubco do not reach a final resolution on the items in the Objection Notice within thirty (30) 30 calendar days after delivery of the Objection Dispute Notice, unless then any remaining items in dispute shall be submitted to an independent nationally recognized accounting firm selected in writing by the Company Securityholder Representative Representatives, the Parent and the Surviving Pubco mutually agree to continue their efforts to resolve such differencesBuyer or, if the Representatives, the Surviving Pubco Parent and the Company Securityholder Representative Buyer fail or refuse to select a firm within 10 calendar days after written request therefor by the Representatives, the Parent or the Buyer, such an independent nationally recognized accounting firm shall engage be Ernst & Young LLP, or if such firm is unable to act, Deloitte & Touche LLP (the “Neutral Accountant”). All determinations and calculations pursuant to this paragraph (e) shall consider only those Closing Adjustment Items as to which the Representatives have disagreed, shall be in writing and shall be delivered to the Parent, the Buyer and the Representatives as promptly as practicable. The determination of the Neutral Accountant within fifteen (15) calendar days thereafter (provided, that if the Neutral Accountant does not accept its appointment or if the Company Securityholder Representative and the Surviving Pubco cannot agree on the Neutral Accountant, in either case during such fifteen (15) calendar day period, then the Company Securityholder Representative or the Surviving Pubco may require, by written notice as to the other, that the Neutral Accountant resolution of any dispute shall be selected by the New York City Regional Office of the American Arbitration Association in accordance with its procedures). The Neutral Accountant shall resolve such differences pursuant to an engagement agreement executed by the Company Securityholder Representative, the Surviving Pubco binding and the Neutral Accountant in accordance with this Section 2.5(d). Each of the Surviving Pubco conclusive upon all Parties and the Company Securityholder Representative shall submit to the Neutral Accountant (with a copy delivered to the other party on the same day), within ten (10) days after the date of the engagement of the Neutral Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions with respect to the Closing Adjustment Items set forth in the Objection Notice. Each of the Surviving Pubco and the Company Securityholder Representative may (but shall will not be required to) submit subject to the Neutral Accountant (with a copy delivered to the other party on the same day)appeal, within twenty (20) calendar days after the date of the engagement of the Neutral Accountant, a memorandum responding to the initial memorandum submitted to the Neutral Accountant by the other party. None of the Surviving Pubco, the Company Securityholder Representative, any other Party hereto or any of their respective Affiliates shall have any ex parte communications or meetings with the Neutral Accountant regarding the subject matter hereof without the other party’s prior written consent. The Neutral Accountant shall be given reasonable access to all relevant records of the Surviving Pubco and the Surviving Company to calculate the Closing Adjustment Statement. The Neutral Accountant shall act as an expert in accounting to determine only the Closing Adjustment Items set forth in the Objection Notice still in dispute and shall be limited to those adjustments, if any, required to be made for the Final Closing Adjustment to comply with the provisions of this Agreement. The Surviving Pubco, the Company Securityholder Representative and the other Parties hereto shall use their reasonable best efforts to cause the Neutral Accountant to issue its written determination regarding the Closing Adjustment Items set forth in the Objection Notice within thirty (30) calendar days after such items are submitted for review. Absent fraud or absent manifest error, the Closing Adjustment Statement as finally determined by the Neutral Accountant shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment Statement”, the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment” and each shall be final and binding on all Parties. In determining the Closing Adjustment Statement and the Closing Adjustment Items, the Neutral Accountant shall act as an expert and not as an arbitrator. A judgment on the determination made by the Neutral Accountant pursuant to this Section 2.5 1.11 may be entered in and enforced by any court having jurisdiction. (e) jurisdiction thereover. The Neutral Accountant shall be deemed to be acting as experts and not be authorized or permitted to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between the Company Securityholder Representative and the Surviving Pubco regarding the determination of the Closing Adjustment Statement and the Closing Adjustment Items in accordance with this Section 2.5; (ii) resolve any such differences by making an adjustment to the Closing Adjustment Statement that is outside of the range defined by amounts as finally proposed by the Company Securityholder Representative and the Surviving Pubco; or (iii) apply any accounting methods, treatments, principles or procedures other than as described in this Section 2.5arbitrators. (f) The fees and disbursements expenses of the Neutral Accountant in connection with the resolution of disputes pursuant to Section 1.11(e) shall be borne shared equally by the Surviving PubcoRepresentatives, on the one hand, and the Parent and Buyer, on the other hand; provided that if the Neutral Accountant determines that one such party has adopted a position or positions with respect to the Closing Adjustment Statement or the amount of the Closing Adjustment Items that is frivolous or clearly without merit, the Neutral Accountant may, in its discretion, assign a greater portion of any such fees and expenses to such party. (g) Immediately upon the expiration of the 30 calendar day period for giving the Dispute Notice, if no such notice is given, or upon notification by the Representatives to the Parent and Buyer that no such notice will be given, or immediately upon the resolution of disputes, if any, pursuant to this Section 1.11, the Purchase Price shall be adjusted as follows (the “Adjusted Purchase Price”): (i) If the amount of the Final Closing Adjustment exceeds the amount of the Estimated Closing Adjustment, the Parent and the Buyer shall be entitled to recover such deficiency pursuant to the terms of the Escrow Agreement; (ii) If the amount of the Final Closing Adjustment is greater than equal to the amount of the Estimated Closing Adjustment, then the Company Securityholder Representative shall, within three (3) Business Days after the date of determination of the Final Closing Adjustment, direct the Escrow Agent to (i) deliver a number of Adjustment Escrow Units (Purchase Price shall not be adjusted; and, to the extent in excess of the Adjustment Escrow Units, other Adjustment Escrow Property) to the Surviving Company, equal to the lesser of (x) the quotient obtained by dividing (A) the amount of any such excess by (B) the Per Share Price, which such Adjustment Escrow Units shall be cancelled by the Surviving Company and (y) the entire Adjustment Escrow Property and (ii) to the extent that, after delivery of the Adjustment Escrow Property to the Surviving Company, there is remaining Adjustment Escrow Property held by the Escrow Agent, deliver such remaining Adjustment Escrow Property (the “Remaining Amount”) to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be delivered to the Company Equity Holders pursuant to Section 2.2(b)(ii)(C). (hiii) If the amount of the Estimated Closing Adjustment is greater than the Final Closing Adjustment (any such excess, the “Excess Amount”), then, within three (3) Business Days after the date of determination of exceeds the Final Closing Adjustment, the Parent and/or the Buyer shall deliver to the Paying Agent an amount in immediately available funds equal to the amount of such surplus (ithe “Closing Adjustment Surplus”) and 87% of such Closing Adjustment Surplus shall be distributed by the Surviving Paying Agent to the former Company Shareholders (with each Company Shareholder entitled to receive his Pro Rata Share of such proceeds), 3% of such Closing Adjustment Surplus shall issue a number be distributed by the Paying Agent to the Financial Advisor and the Paying Agent shall deposit with the Escrow Agent 10% of Surviving such Closing Adjustment Surplus in escrow pursuant to the Escrow Agreement. Each Company Membership Units Shareholder shall be entitled to receive its Pro Rata Share of the portion of such Closing Adjustment Surplus distributed to the Company Equity Holders pursuant to Section 2.2(b)(ii)(D)Shareholders. (h) Not later than 45 calendar days after the Effective Date, in each case equal the Parent and Buyer shall deliver to the lesser of Representatives a statement setting forth the Net US Assets Proceeds (x) the quotient obtained by dividing “Net US Assets Proceeds Statement”). The Net US Assets Proceeds Statement shall be prepared in accordance with applicable Tax laws applied consistently with the Company’s past practices (A) the Excess Amount by (B) the Per Share Price, and (y) the entire Adjustment Escrow Property and (ii) the Surviving Pubco shall direct the Escrow Agent to disburse the Adjustment Escrow Property to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be delivered to the Company Equity Holders pursuant to Section 2.2(b)(ii)(Eextent such past practices are consistent with applicable Tax law). (i) The Parties agree that Sections 1.11(e) and (f) of this Agreement shall apply to the procedures set forth in this Section 2.5 Net US Assets Proceeds Statement, mutatis mutandis, provided, however, that, among other changes, “Closing Adjustment Statement” shall be the sole and exclusive method for resolving any disputes with respect to the determination of the Final Closing Adjustment Statement and the Final Closing Adjustment; provided, that this provision shall not prohibit the Surviving Pubco or the Company Securityholder Representative from instituting litigation to enforce the determination of the Neutral Accountantread as “Net US Assets Proceeds Statement”. (j) Immediately upon the expiration of the 30 calendar day period for giving the Dispute Notice in connection with the Net US Assets Proceeds, if no such notice is given, or upon notification by the Representatives to the Parent and Buyer that no such notice will be given, or immediately upon the resolution of disputes, if any, pursuant to this Section 1.11, the following shall occur: (i) If the Estimated Net US Assets Proceeds exceed the Net US Assets Proceeds, the Parent and the Buyer shall be entitled to recover such deficiency pursuant to the terms of the Escrow Agreement, which recovery shall only reduce the entitlements of the former holders of Elected Shares under the Escrow Agreement; (ii) If the Net US Assets Proceeds is equal to the Estimated Net US Assets Proceeds, there shall be no adjustments; and (iii) If the Net US Assets Proceeds exceed the Estimated Net US Assets Proceeds, the Parent and/or the Buyer shall deliver to the Paying Agent an NCP Contingent Payment Escrow Amount has been deposited amount in immediately available funds equal to the amount of such surplus (the “Closing Net US Assets Proceeds Surplus”) and 87% of such Closing Net US Assets Proceeds Surplus shall be distributed by the Paying Agent to the former holders of Elected Shares pro rata to the number of Elected Shares they held, 3% of such Closing Net US Assets Proceeds Surplus shall be distributed by the Paying Agent to the Financial Advisor and the Paying Agent shall deposit with the Escrow Agent 10% of such Closing Net US Assets Proceeds Surplus in escrow pursuant to Section 2.2(a)(iii), within five (5) Business Days after the earlier of (i) payment of the NCP Contingent Payment Amount being made by any Acquired Company (or the Surviving Pubco or any of its Affiliates) (without any further obligations of any Acquired Company for any additional NCP Contingent Payment Amount) and (ii) either (A) a binding agreement between the Company and the applicable counterparties under the NCP Agreement or (B) a final and binding determination that no NCP Contingent Payment Amount is payable in accordance with the terms of the NCP Agreement, evidence of which shall be provided promptly to the Company Securityholder Representative by the Surviving Pubco, (x) the Surviving Pubco may recover the amount of such NCP Contingent Payment Amount paid by any Acquired Company (if any) solely out of the NCP Contingent Payment Escrow Account (including the NCP Contingent Payment Escrow Amount and all interest, dividends, gains and other income thereon), and only to the extent that such amount is less than or equal to the amount then held in the NCP Contingent Payment Escrow Account, and no Company Equity Holder nor any other Person shall have any Liability to the Surviving Pubco or any of its Affiliates for any amount of such NCP Contingent Payment Amount which is in excess of the amount then held in the NCP Contingent Payment Escrow Account, and (y) the Escrow Agent shall disburse any amount remaining in the NCP Contingent Payment Escrow Account after a payment is made pursuant to clause (x) (or either (A) a binding agreement between the Company and the applicable counterparties under the NCP Agreement or (B) a final and binding determination is made that no NCP Contingent Payment Amount is payable in accordance with the terms of the NCP Agreement) (the “NCP Contingent Payment Remaining Amount”) to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be distributed to the Company Equity Holders pursuant to Section 2.2(b)(ii)(E). If, at the Effective Time, the NCP Contingent Payment Amount has not been determined in accordance with the NCP Agreement, the Company Securityholder Representative shall have the right to, at its expense, control the preparation of the Earn-Out Calculation Statement (as defined in the NCP Agreement), the review of the Final Earn-Out Calculation Statement (as defined in the NCP Agreement), the submission of an Earn-Out Calculation Objection Notice (as defined in the NCP Agreement), the negotiation of any items disputed in such Earn-Out Calculation Objection Notice, the negotiation, execution and delivery of the engagement agreement with, and the submission of the presentation to, the Neutral Accountant (as defined in the NCP Agreement), and control any litigation instituted in connection therewith, in each case to the fullest extent as if the Company Securityholder Representative were “Buyer” under the NCP Agreement. The Surviving Pubco shall and shall cause the Surviving Company to reasonably cooperate in such matters, including (i) providing reasonable access to the books and records of the Acquired Companies and to its independent accountants and their workpapers (upon delivery of a customary access letter to the extent required by such independent accountants) and (ii) submitting dispute notices and other notices and materials requested by the Company Securityholder Representative.

Adjustment Before and After the Closing. The Estimated Closing Adjustment and the Final Closing Adjustment Transaction Consideration shall be determined subject to adjustment as set forth below in this Section 2.5follows: (a) No less Not later than three (3) Business Days business days prior to the Closing Date, the Company shall prepare and deliver to Parent the Buyer a statement (the “Estimated Closing Adjustment Statement”), duly executed by an officer of the Company, ) setting forth the Company’s good faith estimate of the Closing Adjustment Items (the “Estimated Closing Adjustment”), including an estimated a consolidated balance sheet of the Acquired Companies Company estimated as of the Effective Timeclose of business on the business day immediately preceding the Closing Date, together with all relevant backup materials, in detail reasonably acceptable to the Buyer. The Estimated Closing Adjustment Statement (i) shall be derived in good faith from the Books and Records of the Acquired Companies and (ii) such consolidated balance sheet shall be prepared on a consolidated basis in accordance with generally accepted accounting principles in GAAP applied consistently with the United States Company’s past practices (“to the extent such past practices are consistent with GAAP”) using ). Schedule II attached hereto reflects the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodologies as were used in preparation of the Base Balance Sheet. Promptly after delivering the Estimated Closing Adjustment Statement Items to Parent, the Company will meet with Parent (which meeting may be telephonic) to review and discuss included in the Estimated Closing Adjustment Statement, including estimated amounts in respect thereof as of the date of this Agreement. From the delivery of the Estimated Closing Adjustment Statement until such time as the calculation of the Estimated Closing Adjustment has been finally determined pursuant to this Section 1.9(a), the Buyer and its accountants (at the Buyer’s expense) shall, upon reasonable notice and during normal business hours, be permitted to discuss with the Company will consider in good faith Parentand its accountants the Estimated Closing Adjustment Statement and shall be provided complete and accurate copies of, and have reasonable access upon reasonable notice at reasonable times during normal business hours to the work papers and supporting records of the Company and its accountants so as to allow the Buyer and its accountants to verify the accuracy of the Estimated Closing Adjustment Statement. If within two (2) business days following the Buyer’s comments to receipt of the Estimated Closing Adjustment Statement, and, to the extent mutually agreed upon by Buyer has not given the Company and Parentnotice of its objection thereto, both acting reasonably and in good faith, make any appropriate adjustments to the Estimated Closing Adjustment Statement prior to the Closing, which adjusted Estimated Closing Adjustment Statement shall thereafter become the Estimated Closing Adjustment Statement for all purposes of this Agreement; provided, however, that if the Company and Parent are unable to reach mutual agreement on any such adjustments, be as set forth in the Estimated Closing Adjustment Statement delivered to the Buyer by the Company. If the Buyer gives such notice of objection, the Company and the Buyer will work together in good faith to resolve the issues in dispute. If all disputed issues are resolved, the amounts as agreed upon by the Buyer and the Company shall be used to determine the Estimated Closing Adjustment. If the Buyer and the Company are unable to resolve all such disputed issues within three (3) business days following the Buyer’s receipt of the Estimated Closing Adjustment Statement for all purposes of this AgreementStatement, the Estimated Closing Adjustment shall be as determined by the Buyer. (b) Within seventy-five Not later than sixty (7560) calendar days after the Closing Date, the Surviving Pubco Buyer shall prepare and deliver to the Company Securityholder Representative a statement (the “Closing Adjustment Statement”), duly executed by an officer of the Surviving Pubco, setting forth the Surviving Pubco’s determination of the Closing Adjustment Items, including an estimated a consolidated balance sheet of the Acquired Companies Company as of the Effective Timeclose of business on the business day immediately preceding the Closing Date. The Closing Adjustment Statement and such consolidated balance sheet shall be prepared in accordance with GAAP applied consistently with the Company’s past practices (to the extent such past practices are consistent with GAAP). (c) The Closing Adjustment Statement delivered pursuant to paragraph (b) above shall be accompanied by (i) shall be derived all relevant backup materials, in good faith from detail reasonably acceptable to the Books and Records of the Acquired Companies Representative, and (ii) shall be prepared on a consolidated basis in accordance with GAAP using statement setting forth the same accounting methodsamount, policiesif any, principles, practices and procedures, with consistent classifications, judgments and estimation methodologies as were used in preparation by which the total of the Base Balance Sheet. The Closing Adjustment StatementItems is greater than, or less than, the Estimated Closing Adjustment. From the delivery of the Closing Adjustment Statement until such time as proposed by the Surviving Pubco calculation of the Final Closing Adjustment has been finally determined pursuant to this Section 2.5(b), shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment Statement”1.9, the Closing Adjustment Items reflected thereon shall be deemed for purposes Representative and its accountants (at the expense of this Section 2.5 to be the “Final Closing Adjustment” and each shall be final and binding on all Parties, unless the Company Securityholder Representative timely delivers to the Surviving Pubco an Objection Notice in accordance with Section 2.5(c). The Surviving Pubco Equity Holders) shall, upon reasonable notice and shall cause during normal business hours, be permitted to discuss with the Surviving Company to, provide to the Company Securityholder Representative reasonable access to the Acquired Companies’ Books Buyer and Records as the Company Securityholder Representative may reasonably request in connection with its review of accountants the Closing Adjustment Statement and shall cause be provided complete and accurate copies of, and have reasonable access (including electronic access, to the personnel extent reasonably available) upon reasonable notice at reasonable times during normal business hours to the work papers and supporting records of the Acquired Companies Buyer and its accountants so as to reasonably cooperate with allow the Company Securityholder Representative in connection with and its review accountants to verify the accuracy of the Closing Adjustment Statement. (cd) In the event that the Company Securityholder Representative disputes the Closing Adjustment Statement delivered by the Surviving Pubco pursuant to Section 2.5(b) or the amount of any the Closing Adjustment Item reflected thereonItems, the Company Securityholder Representative shall notify the Surviving Pubco Buyer in writing (the “Objection Dispute Notice”) of the amount, nature and basis of such dispute, within thirty (30) calendar days after delivery of the Closing Adjustment Statement pursuant to Section 2.5(b)Statement. Any such Objection Dispute Notice shall specify those items or amounts as to which the Company Securityholder Representative disagrees and shall describe in reasonable detail the basis for such dispute. The Surviving Pubco disagrees, and the Company Securityholder Representative shall use commercially reasonable efforts be deemed to resolve have agreed with all other items and amounts contained in the Closing Adjustment Statement and not raised in the Dispute Notice. In the event of such differences regarding a dispute, the determination of Buyer and the Representative shall first negotiate in good faith to reach agreement on the disputed items or amounts for a period of thirty (30) calendar days after in order to determine the Surviving Pubco’s receipt amount of the Objection NoticeClosing Adjustment Items, which amount shall not be greater than the Buyer’s calculation delivered pursuant to Section 1.9(c) nor less than the Representative’s calculation delivered pursuant to this Section 1.9(d). If the Surviving Pubco Buyer and the Company Securityholder Representative reach a final resolution on are unable to resolve the Closing Adjustment Statement within thirty (30) calendar days after the Surviving Pubco’s receipt of the Objection Notice (or within any additional period as mutually agreed to between the Surviving Pubco and the Company Securityholder Representative), then the Closing Adjustment Statement agreed upon by the Surviving Pubco and the Company Securityholder Representative shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment Statement”, the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment” and each shall be final and binding on the Parties. (d) If the Company Securityholder Representative and the Surviving Pubco do not reach a final resolution on the items in the Objection Notice dispute within thirty (30) calendar days after delivery of the Objection Dispute Notice, unless then any remaining items in dispute shall be submitted to an independent nationally recognized accounting firm selected in writing by the Company Securityholder Representative and the Surviving Pubco mutually agree to continue their efforts to resolve such differencesBuyer or, the Surviving Pubco and the Company Securityholder Representative shall engage the Neutral Accountant within fifteen (15) calendar days thereafter (provided, that if the Neutral Accountant does not accept its appointment or if the Company Securityholder Representative and the Surviving Pubco cannot agree on the Neutral Accountant, in either case during such fifteen (15) calendar day period, then the Company Securityholder Representative Buyer fail or the Surviving Pubco may require, by written notice refuse to the other, that the Neutral Accountant be selected by the New York City Regional Office of the American Arbitration Association in accordance with its procedures). The Neutral Accountant shall resolve such differences pursuant to an engagement agreement executed by the Company Securityholder Representative, the Surviving Pubco and the Neutral Accountant in accordance with this Section 2.5(d). Each of the Surviving Pubco and the Company Securityholder Representative shall submit to the Neutral Accountant (with select a copy delivered to the other party on the same day), firm within ten (10) calendar days after written request therefor by the date Representative or the Buyer, such an independent nationally recognized accounting firm shall be selected in accordance with the rules of the engagement Boston, Massachusetts office of the AAA (the “Neutral Accountant”). All determinations and calculations pursuant to this paragraph (d) shall consider only those Closing Adjustment Items as to which the Representative has disagreed, shall be in writing and shall be delivered to the Buyer and the Representative as promptly as practicable. The determination of the Neutral Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions with respect Accountant as to the Closing Adjustment Items set forth in the Objection Notice. Each resolution of the Surviving Pubco and the Company Securityholder Representative may (but shall not be required to) submit to the Neutral Accountant (with a copy delivered to the other party on the same day), within twenty (20) calendar days after the date of the engagement of the Neutral Accountant, a memorandum responding to the initial memorandum submitted to the Neutral Accountant by the other party. None of the Surviving Pubco, the Company Securityholder Representative, any other Party hereto or any of their respective Affiliates shall have any ex parte communications or meetings with the Neutral Accountant regarding the subject matter hereof without the other party’s prior written consent. The Neutral Accountant dispute shall be given reasonable access to all relevant records of the Surviving Pubco binding and the Surviving Company to calculate the Closing Adjustment Statement. The Neutral Accountant shall act as an expert in accounting to determine only the Closing Adjustment Items set forth in the Objection Notice still in dispute and shall be limited to those adjustments, if any, required to be made for the Final Closing Adjustment to comply with the provisions of this Agreement. The Surviving Pubco, the Company Securityholder Representative and the other Parties hereto shall use their reasonable best efforts to cause the Neutral Accountant to issue its written determination regarding the Closing Adjustment Items set forth in the Objection Notice within thirty (30) calendar days after such items are submitted for review. Absent fraud or manifest error, the Closing Adjustment Statement as finally determined by the Neutral Accountant shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment Statement”, the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment” and each shall be final and binding on conclusive upon all Parties. In determining the Closing Adjustment Statement and the Closing Adjustment Items, the Neutral Accountant shall act as an expert and not as an arbitrator. A judgment on the determination made by the Neutral Accountant pursuant to this Section 2.5 1.9 may be entered in and enforced by any court having jurisdictionjurisdiction thereover. (e) The fees and expenses of the Neutral Accountant shall not be authorized or permitted to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between disputes pursuant to Section 1.9(d) shall be borne by the Company Securityholder Representative Equity Holders, on the one hand, and the Surviving Pubco regarding Buyer, on the determination other hand, in proportion to the amounts by which the proposals of the Closing Adjustment Statement Buyer and the Closing Adjustment Items in accordance with this Section 2.5; (ii) resolve any such differences by making an adjustment Representative submitted to the Closing Adjustment Statement that is outside of Neutral Accountant differed from the range defined by amounts as finally proposed by the Company Securityholder Representative and the Surviving Pubco; or (iii) apply any accounting methods, treatments, principles or procedures other than as described in this Section 2.5Neutral Accountant’s final determination. (f) The fees and disbursements Immediately upon the expiration of the Neutral Accountant thirty (30) calendar day period for giving the Dispute Notice, if no such notice is given, or upon notification by the Representative to the Buyer, that no such notice will be given, or immediately upon the resolution of disputes, if any, pursuant to this Section 1.9, the Transaction Consideration shall be borne by adjusted as follows (the Surviving Pubco.“Adjusted Transaction Consideration”): (gi) If the amount of the Final Closing Adjustment exceeds the amount of the Estimated Closing Adjustment, the Buyer shall be entitled to recover such deficiency pursuant to the terms of the Escrow Agreement; (ii) If the amount of the Final Closing Adjustment is greater than equal to the amount of the Estimated Closing Adjustment, then the Company Securityholder Representative shall, within three (3) Business Days after the date of determination of the Final Closing Adjustment, direct the Escrow Agent to (i) deliver a number of Adjustment Escrow Units (Transaction Consideration shall not be adjusted; and, to the extent in excess of the Adjustment Escrow Units, other Adjustment Escrow Property) to the Surviving Company, equal to the lesser of (x) the quotient obtained by dividing (A) the amount of any such excess by (B) the Per Share Price, which such Adjustment Escrow Units shall be cancelled by the Surviving Company and (y) the entire Adjustment Escrow Property and (ii) to the extent that, after delivery of the Adjustment Escrow Property to the Surviving Company, there is remaining Adjustment Escrow Property held by the Escrow Agent, deliver such remaining Adjustment Escrow Property (the “Remaining Amount”) to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be delivered to the Company Equity Holders pursuant to Section 2.2(b)(ii)(C). (hiii) If the amount of the Estimated Closing Adjustment is greater than the Final Closing Adjustment (any such excess, the “Excess Amount”), then, within three (3) Business Days after the date of determination of exceeds the Final Closing Adjustment, (i) the Surviving Company Buyer shall issue a number of Surviving Company Membership Units to the Company Equity Holders pursuant to Section 2.2(b)(ii)(D), in each case equal to the lesser of (x) the quotient obtained by dividing (A) the Excess Amount by (B) the Per Share Price, and (y) the entire Adjustment Escrow Property and (ii) the Surviving Pubco shall direct the Escrow Agent to disburse the Adjustment Escrow Property deliver to the Paying and Exchange Agent (on behalf of the Company Equity Holders) an amount in immediately available funds equal to be delivered to the Company Equity Holders pursuant to Section 2.2(b)(ii)(E). (i) The Parties agree that the procedures set forth in this Section 2.5 shall be the sole and exclusive method for resolving any disputes with respect to the determination of the Final Closing Adjustment Statement and the Final Closing Adjustment; provided, that this provision shall not prohibit the Surviving Pubco or the Company Securityholder Representative from instituting litigation to enforce the determination of the Neutral Accountant. (j) If an NCP Contingent Payment Escrow Amount has been deposited with the Escrow Agent pursuant to Section 2.2(a)(iii), within five (5) Business Days after the earlier of (i) payment of the NCP Contingent Payment Amount being made by any Acquired Company (or the Surviving Pubco or any of its Affiliates) (without any further obligations of any Acquired Company for any additional NCP Contingent Payment Amount) and (ii) either (A) a binding agreement between the Company and the applicable counterparties under the NCP Agreement or (B) a final and binding determination that no NCP Contingent Payment Amount is payable in accordance with the terms of the NCP Agreement, evidence of which shall be provided promptly to the Company Securityholder Representative by the Surviving Pubco, (x) the Surviving Pubco may recover the amount of such NCP Contingent Payment Amount paid by any Acquired Company (if any) solely out of the NCP Contingent Payment Escrow Account (including the NCP Contingent Payment Escrow Amount and all interest, dividends, gains and other income thereon), and only to the extent that such amount is less than or equal to the amount then held in the NCP Contingent Payment Escrow Account, and no Company Equity Holder nor any other Person shall have any Liability to the Surviving Pubco or any of its Affiliates for any amount of such NCP Contingent Payment Amount which is in excess of the amount then held in the NCP Contingent Payment Escrow Account, and (y) the Escrow Agent shall disburse any amount remaining in the NCP Contingent Payment Escrow Account after a payment is made pursuant to clause (x) (or either (A) a binding agreement between the Company and the applicable counterparties under the NCP Agreement or (B) a final and binding determination is made that no NCP Contingent Payment Amount is payable in accordance with the terms of the NCP Agreement) surplus (the “NCP Contingent Payment Remaining AmountClosing Adjustment Surplus”) and such Closing Adjustment Surplus shall be distributed by the Paying Agent to the Paying and Exchange Agent (on behalf Equity Holders. The percentage of the Company Equity Holders) Closing Adjustment Surplus, if any, to be distributed to the Company each Equity Holders pursuant to Section 2.2(b)(ii)(E). If, at the Effective Time, the NCP Contingent Payment Amount has not been determined in accordance with the NCP Agreement, the Company Securityholder Representative shall have the right to, at its expense, control the preparation of the Earn-Out Calculation Statement (as defined in the NCP Agreement), the review of the Final Earn-Out Calculation Statement (as defined in the NCP Agreement), the submission of an Earn-Out Calculation Objection Notice (as defined in the NCP Agreement), the negotiation of any items disputed in Holder is set forth opposite such Earn-Out Calculation Objection Notice, the negotiation, execution and delivery of the engagement agreement with, and the submission of the presentation to, the Neutral Accountant (as defined in the NCP Agreement), and control any litigation instituted in connection therewith, in each case to the fullest extent as if the Company Securityholder Representative were “Buyer” under the NCP Agreement. The Surviving Pubco shall and shall cause the Surviving Company to reasonably cooperate in such matters, including (i) providing reasonable access to the books and records of the Acquired Companies and to its independent accountants and their workpapers (upon delivery of a customary access letter to the extent required by such independent accountants) and (ii) submitting dispute notices and other notices and materials requested by the Company Securityholder Representative.Equity Holder’s name on Schedule I.

Adjustment Before and After the Closing. The Estimated Closing Adjustment and the Final Closing Adjustment Purchase Price shall be determined subject to adjustment as set forth below in this Section 2.5follows: (a) No less Not later than three five (35) Business Days prior to the Closing Effective Date, the Company shall prepare and deliver to the Parent and Buyer a statement (the “Estimated Closing Adjustment Statement”), duly executed by an officer of the Company, ) setting forth the Company’s good faith estimate Estimated Closing Adjustment, together with all relevant backup materials, in detail reasonably acceptable to the Parent and Buyer. Schedule II of the Arrangement Agreement reflects the Closing Adjustment Items (the “Estimated Closing Adjustment”), including an estimated consolidated balance sheet of the Acquired Companies as of the Effective Time. The Estimated Closing Adjustment Statement (i) shall to be derived included in good faith from the Books and Records of the Acquired Companies and (ii) shall be prepared on a consolidated basis in accordance with generally accepted accounting principles in the United States (“GAAP”) using the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodologies as were used in preparation of the Base Balance Sheet. Promptly after delivering the Estimated Closing Adjustment Statement to Parent, the Company will meet with Parent (which meeting may be telephonic) to review and discuss the Estimated Closing Adjustment Statement, and including estimated amounts in respect thereof as of the Company will consider in good faith Parent’s comments to date of the Arrangement Agreement. If within two (2) Business Days following receipt of the Estimated Closing Adjustment Statement, and, the Parent and Buyer have not given the Company notice of their objection to the extent mutually Estimated Closing Adjustment, the Base Purchase Price shall be adjusted as set forth in the Estimated Closing Adjustment Statement. If the Parent and Buyer give such notice of objection, the Company, the Parent and the Buyer will work together in good faith to resolve the issues in dispute. If all disputed issues are resolved, the amounts as agreed upon by the Company and Parent, both acting reasonably the Buyer and in good faiththe Company shall be used to complete the Estimated Closing Adjustment. If the Parent, make any appropriate adjustments the Buyer and the Company are unable to resolve all such disputed issues by the end of the third (3rd) Business Day following the Parent’s and the Buyer’s receipt of the Estimated Closing Adjustment Statement prior to the Closing, which adjusted Estimated Closing Adjustment Statement shall thereafter become the Estimated Closing Adjustment Statement for all purposes of this Agreement; provided, however, that if the Company and Parent are unable to reach mutual agreement on any such adjustmentsStatement, the Estimated Closing Adjustment Statement delivered shall be as determined by the Parent and the Buyer, acting reasonably. (b) Not later than five (5) Business Days prior to the Effective Date, the Company shall prepare and deliver to the Parent and Buyer a statement (the “Estimated Net US Assets Proceeds Statement”) setting forth an estimate of the Net US Assets Proceeds (the “Estimated Net US Assets Proceeds”), together with all relevant backup materials, in detail reasonably acceptable to the Parent and Buyer. Such Estimated Net US Assets Proceeds shall be determined based on the Company’s most recent accounting and tax information available. If within two (2) Business Days following receipt of the Estimated Net US Assets Proceeds Statement, the Parent and Buyer have not given the Company notice of their objection to the Estimated Net US Assets Proceeds, the Estimated Net US Assets Proceeds shall be as set forth in the Estimated Net US Assets Proceeds Statement. If the Parent and Buyer give such notice of objection, the Company, the Parent and the Buyer will work together in good faith to resolve the issues in dispute. If all disputed issues are resolved, the amount as agreed upon by the Parent, the Buyer and the Company shall be the Estimated Closing Adjustment Statement for all purposes of this Agreement. (b) Within seventy-five (75) calendar days after Net US Assets Proceeds. If the Closing DateParent, the Surviving Pubco shall prepare and deliver to the Company Securityholder Representative a statement (the “Closing Adjustment Statement”), duly executed by an officer of the Surviving Pubco, setting forth the Surviving Pubco’s determination of the Closing Adjustment Items, including an estimated consolidated balance sheet of the Acquired Companies as of the Effective Time. The Closing Adjustment Statement (i) shall be derived in good faith from the Books and Records of the Acquired Companies and (ii) shall be prepared on a consolidated basis in accordance with GAAP using the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodologies as were used in preparation of the Base Balance Sheet. The Closing Adjustment Statement, as proposed by the Surviving Pubco pursuant to this Section 2.5(b), shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment Statement”, the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment” and each shall be final and binding on all Parties, unless the Company Securityholder Representative timely delivers to the Surviving Pubco an Objection Notice in accordance with Section 2.5(c). The Surviving Pubco shall, and shall cause the Surviving Company to, provide to the Company Securityholder Representative reasonable access to the Acquired Companies’ Books and Records as the Company Securityholder Representative may reasonably request in connection with its review of the Closing Adjustment Statement and shall cause the personnel of the Acquired Companies to reasonably cooperate with the Company Securityholder Representative in connection with its review of the Closing Adjustment Statement. (c) In the event that the Company Securityholder Representative disputes the Closing Adjustment Statement delivered by the Surviving Pubco pursuant to Section 2.5(b) or the amount of any Closing Adjustment Item reflected thereon, the Company Securityholder Representative shall notify the Surviving Pubco in writing (the “Objection Notice”) of such dispute, within thirty (30) calendar days after delivery of the Closing Adjustment Statement pursuant to Section 2.5(b). Any such Objection Notice shall specify those items or amounts as to which the Company Securityholder Representative disagrees and shall describe in reasonable detail the basis for such dispute. The Surviving Pubco Buyer and the Company Securityholder Representative shall use commercially reasonable efforts are unable to resolve all such differences regarding disputed issues by the determination end of the disputed items or amounts for a period of thirty third (303rd) calendar days after Business Day following the Surviving PubcoParent’s and the Buyer’s receipt of the Objection Notice. If Estimated Net US Assets Proceeds Statement, the Surviving Pubco and the Company Securityholder Representative reach a final resolution on the Closing Adjustment Statement within thirty (30) calendar days after the Surviving Pubco’s receipt of the Objection Notice (or within any additional period as mutually agreed to between the Surviving Pubco and the Company Securityholder Representative), then the Closing Adjustment Statement agreed upon by the Surviving Pubco and the Company Securityholder Representative Estimated Net US Assets Proceeds shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment Statement”, the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment” and each shall be final and binding on the Parties. (d) If the Company Securityholder Representative and the Surviving Pubco do not reach a final resolution on the items in the Objection Notice within thirty (30) calendar days after delivery of the Objection Notice, unless the Company Securityholder Representative and the Surviving Pubco mutually agree to continue their efforts to resolve such differences, the Surviving Pubco and the Company Securityholder Representative shall engage the Neutral Accountant within fifteen (15) calendar days thereafter (provided, that if the Neutral Accountant does not accept its appointment or if the Company Securityholder Representative and the Surviving Pubco cannot agree on the Neutral Accountant, in either case during such fifteen (15) calendar day period, then the Company Securityholder Representative or the Surviving Pubco may require, by written notice to the other, that the Neutral Accountant be selected by the New York City Regional Office of the American Arbitration Association in accordance with its procedures). The Neutral Accountant shall resolve such differences pursuant to an engagement agreement executed by the Company Securityholder Representative, the Surviving Pubco and the Neutral Accountant in accordance with this Section 2.5(d). Each of the Surviving Pubco and the Company Securityholder Representative shall submit to the Neutral Accountant (with a copy delivered to the other party on the same day), within ten (10) days after the date of the engagement of the Neutral Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions with respect to the Closing Adjustment Items set forth in the Objection Notice. Each of the Surviving Pubco and the Company Securityholder Representative may (but shall not be required to) submit to the Neutral Accountant (with a copy delivered to the other party on the same day), within twenty (20) calendar days after the date of the engagement of the Neutral Accountant, a memorandum responding to the initial memorandum submitted to the Neutral Accountant by the other party. None of the Surviving Pubco, the Company Securityholder Representative, any other Party hereto or any of their respective Affiliates shall have any ex parte communications or meetings with the Neutral Accountant regarding the subject matter hereof without the other party’s prior written consent. The Neutral Accountant shall be given reasonable access to all relevant records of the Surviving Pubco and the Surviving Company to calculate the Closing Adjustment Statement. The Neutral Accountant shall act as an expert in accounting to determine only the Closing Adjustment Items set forth in the Objection Notice still in dispute and shall be limited to those adjustments, if any, required to be made for the Final Closing Adjustment to comply with the provisions of this Agreement. The Surviving Pubco, the Company Securityholder Representative and the other Parties hereto shall use their reasonable best efforts to cause the Neutral Accountant to issue its written determination regarding the Closing Adjustment Items set forth in the Objection Notice within thirty (30) calendar days after such items are submitted for review. Absent fraud or manifest error, the Closing Adjustment Statement as finally determined by the Neutral Accountant shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment Statement”, the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment” and each shall be final and binding on all Parties. In determining the Closing Adjustment Statement Parent and the Closing Adjustment ItemsBuyer, the Neutral Accountant shall act as an expert and not as an arbitrator. A judgment on the determination made by the Neutral Accountant pursuant to this Section 2.5 may be entered in and enforced by any court having jurisdictionacting reasonably. (e) The Neutral Accountant shall not be authorized or permitted to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between the Company Securityholder Representative and the Surviving Pubco regarding the determination of the Closing Adjustment Statement and the Closing Adjustment Items in accordance with this Section 2.5; (ii) resolve any such differences by making an adjustment to the Closing Adjustment Statement that is outside of the range defined by amounts as finally proposed by the Company Securityholder Representative and the Surviving Pubco; or (iii) apply any accounting methods, treatments, principles or procedures other than as described in this Section 2.5. (f) The fees and disbursements of the Neutral Accountant shall be borne by the Surviving Pubco. (g) If the amount of the Final Closing Adjustment is greater than the Estimated Closing Adjustment, then the Company Securityholder Representative shall, within three (3) Business Days after the date of determination of the Final Closing Adjustment, direct the Escrow Agent to (i) deliver a number of Adjustment Escrow Units (and, to the extent in excess of the Adjustment Escrow Units, other Adjustment Escrow Property) to the Surviving Company, equal to the lesser of (x) the quotient obtained by dividing (A) the amount of any such excess by (B) the Per Share Price, which such Adjustment Escrow Units shall be cancelled by the Surviving Company and (y) the entire Adjustment Escrow Property and (ii) to the extent that, after delivery of the Adjustment Escrow Property to the Surviving Company, there is remaining Adjustment Escrow Property held by the Escrow Agent, deliver such remaining Adjustment Escrow Property (the “Remaining Amount”) to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be delivered to the Company Equity Holders pursuant to Section 2.2(b)(ii)(C). (h) If the amount of the Estimated Closing Adjustment is greater than the Final Closing Adjustment (any such excess, the “Excess Amount”), then, within three (3) Business Days after the date of determination of the Final Closing Adjustment, (i) the Surviving Company shall issue a number of Surviving Company Membership Units to the Company Equity Holders pursuant to Section 2.2(b)(ii)(D), in each case equal to the lesser of (x) the quotient obtained by dividing (A) the Excess Amount by (B) the Per Share Price, and (y) the entire Adjustment Escrow Property and (ii) the Surviving Pubco shall direct the Escrow Agent to disburse the Adjustment Escrow Property to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be delivered to the Company Equity Holders pursuant to Section 2.2(b)(ii)(E). (i) The Parties agree that the procedures set forth in this Section 2.5 shall be the sole and exclusive method for resolving any disputes with respect to the determination of the Final Closing Adjustment Statement and the Final Closing Adjustment; provided, that this provision shall not prohibit the Surviving Pubco or the Company Securityholder Representative from instituting litigation to enforce the determination of the Neutral Accountant. (j) If an NCP Contingent Payment Escrow Amount has been deposited with the Escrow Agent pursuant to Section 2.2(a)(iii), within five (5) Business Days after the earlier of (i) payment of the NCP Contingent Payment Amount being made by any Acquired Company (or the Surviving Pubco or any of its Affiliates) (without any further obligations of any Acquired Company for any additional NCP Contingent Payment Amount) and (ii) either (A) a binding agreement between the Company and the applicable counterparties under the NCP Agreement or (B) a final and binding determination that no NCP Contingent Payment Amount is payable in accordance with the terms of the NCP Agreement, evidence of which shall be provided promptly to the Company Securityholder Representative by the Surviving Pubco, (x) the Surviving Pubco may recover the amount of such NCP Contingent Payment Amount paid by any Acquired Company (if any) solely out of the NCP Contingent Payment Escrow Account (including the NCP Contingent Payment Escrow Amount and all interest, dividends, gains and other income thereon), and only to the extent that such amount is less than or equal to the amount then held in the NCP Contingent Payment Escrow Account, and no Company Equity Holder nor any other Person shall have any Liability to the Surviving Pubco or any of its Affiliates for any amount of such NCP Contingent Payment Amount which is in excess of the amount then held in the NCP Contingent Payment Escrow Account, and (y) the Escrow Agent shall disburse any amount remaining in the NCP Contingent Payment Escrow Account after a payment is made pursuant to clause (x) (or either (A) a binding agreement between the Company and the applicable counterparties under the NCP Agreement or (B) a final and binding determination is made that no NCP Contingent Payment Amount is payable in accordance with the terms of the NCP Agreement) (the “NCP Contingent Payment Remaining Amount”) to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be distributed to the Company Equity Holders pursuant to Section 2.2(b)(ii)(E). If, at the Effective Time, the NCP Contingent Payment Amount has not been determined in accordance with the NCP Agreement, the Company Securityholder Representative shall have the right to, at its expense, control the preparation of the Earn-Out Calculation Statement (as defined in the NCP Agreement), the review of the Final Earn-Out Calculation Statement (as defined in the NCP Agreement), the submission of an Earn-Out Calculation Objection Notice (as defined in the NCP Agreement), the negotiation of any items disputed in such Earn-Out Calculation Objection Notice, the negotiation, execution and delivery of the engagement agreement with, and the submission of the presentation to, the Neutral Accountant (as defined in the NCP Agreement), and control any litigation instituted in connection therewith, in each case to the fullest extent as if the Company Securityholder Representative were “Buyer” under the NCP Agreement. The Surviving Pubco shall and shall cause the Surviving Company to reasonably cooperate in such matters, including (i) providing reasonable access to the books and records of the Acquired Companies and to its independent accountants and their workpapers (upon delivery of a customary access letter to the extent required by such independent accountants) and (ii) submitting dispute notices and other notices and materials requested by the Company Securityholder Representative.

Adjustment Before and After the Closing. The Estimated Closing Adjustment and the Final Closing Adjustment Consideration shall be determined subject to adjustment as set forth below in this Section 2.5follows: (a) No less Not later than three (3) Business Days prior to before the Closing Date, the Company shall prepare and deliver to Parent a statement (the “Estimated Closing Adjustment Statement”) setting forth (i) a balance sheet of the Company estimated in good faith as of the close of business on the Business Day immediately preceding the Closing Date, (ii) the estimated amount of Indebtedness of the Company as of the Effective Time, (iii) the estimated amount of the Transaction Expenses, (iv) the estimated amount of the aggregate of all Employee Amounts, (v) the estimated amount of the Payroll Taxes, (vi) the estimated amount of Closing Net Working Capital (“Estimated Closing Net Working Capital”), duly executed by an officer and (vii) a calculation of any adjustment to the Company, setting forth the Company’s good faith estimate of the Closing Adjustment Items Merger Consideration pursuant to Section 2.9 (the “Estimated Closing Adjustment”)) resulting from (A) the amount by which Estimated Closing Net Working Capital exceeds the Working Capital Target, including an estimated consolidated balance sheet of or (B) the Acquired Companies as of amount by which Estimated Closing Net Working Capital is less than the Effective TimeWorking Capital Target, together, in each case, with all relevant backup materials, in detail reasonably acceptable to Parent. The Estimated Closing Adjustment Statement (i) shall be derived in good faith from and the Books and Records of the Acquired Companies and (ii) included balance sheet shall be prepared on a consolidated basis in accordance with generally accepted accounting principles GAAP applied consistently with the Company’s past practices (to the extent such past practices are consistent with GAAP) but in all events in conformity with Schedule 2.16(a), which reflects the United States (“GAAP”) using the same accounting methods, policies, principles, practices methodologies and procedures, with consistent classifications, judgments and estimation methodologies as were used items to be included in preparation of the Base Balance Sheet. Promptly after delivering the Estimated Closing Adjustment Statement to Parent, the Company will meet with Parent (which meeting may be telephonic) to review and discuss the Estimated Closing Adjustment Statement, including estimated amounts in respect thereof as of the date of this Agreement and a sample balance sheet and Estimated Net Working Capital calculation. From the delivery of the Estimated Closing Adjustment Statement until the Closing Date, Parent and its accountants shall, upon reasonable notice and during normal business hours, be permitted to discuss with the Company’s Chief Executive Officer, Chief Operating Officer and Chief Financial Officer and the Company’s accountants the Estimated Closing Adjustment Statement and shall be provided complete and accurate copies of, and have reasonable access upon reasonable notice at reasonable times during normal business hours to the work papers and supporting records of the Company will consider in good faith and its accountants so as to allow Parent and its accountants to verify the accuracy of the Estimated Closing Adjustment Statement. If within two Business Days following Parent’s comments to receipt of the Estimated Closing Adjustment Statement, and, to the extent mutually agreed upon by Parent has not given the Company and Parentnotice of its objection thereto, both acting reasonably and in good faith, make any appropriate adjustments to the Estimated Closing Adjustment Statement prior to the Closing, which adjusted Estimated Closing Adjustment Statement Net Working Capital shall thereafter become the Estimated Closing Adjustment Statement for all purposes of this Agreement; provided, however, that if the Company and Parent are unable to reach mutual agreement on any such adjustments, be as set forth in the Estimated Closing Adjustment Statement delivered to Parent by the Company. If Parent gives such notice of objection, the Company and Parent will work together in good faith to resolve the issues in dispute. If all disputed issues are resolved, the amounts as agreed upon by Parent and the Company shall be used to determine the Estimated Closing Adjustment. If Parent and the Company are unable to resolve all such disputed issues within three Business Days following Parent’s delivery of written notice of objection, the Estimated Closing Adjustment Statement for all purposes shall be as determined by an average of this AgreementCompany’s and Parent’s position. (b) Within seventy-five (75) calendar Not later than 120 days after the Closing Date, the Surviving Pubco Parent shall prepare and deliver to the Company Securityholder Representative a statement (the “Closing Adjustment Statement”), duly executed by an officer of the Surviving Pubco, setting forth the Surviving Pubco’s determination of the Closing Adjustment Items, including an estimated consolidated (i) a balance sheet of the Acquired Companies Company as of the close of business on the Business Day immediately preceding the Closing Date, (ii) the amount of Indebtedness of the Company as of the Effective Time, (iii) the amount of the Transaction Expenses, (iv) the aggregate of all Employee Amounts payable in connection with the Closing transactions, (v) the amount of the Payroll Taxes, (vi) the amount of Closing Net Working Capital (“Final Closing Net Working Capital”), and (vii) a calculation of (A) the amount by which Final Closing Net Working Capital exceeds Estimated Closing Net Working Capital, or (B) the amount by which Final Closing Net Working Capital is less than Estimated Closing Net Working Capital, together, in each case, with all relevant backup materials, in reasonable detail. The Closing Adjustment Statement (i) shall be derived in good faith from the Books and Records of the Acquired Companies and (ii) such balance sheet shall be prepared on a consolidated basis in accordance with GAAP using applied consistently with the same accounting methodsCompany’s past practices (to the extent such past practices are consistent with GAAP), policies, principles, practices and procedures, but in all events consistent with consistent classifications, judgments and estimation methodologies as were used in preparation Schedule 2.16(a). (c) From the delivery of the Base Balance Sheet. The Closing Adjustment Statement, Statement until such time as proposed by the Surviving Pubco calculation of the Final Closing Net Working Capital has been finally determined pursuant to this Section 2.5(b), shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment Statement”2.16, the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment” Representative and each shall be final and binding on all Parties, unless the Company Securityholder Representative timely delivers to the Surviving Pubco an Objection Notice in accordance with Section 2.5(c). The Surviving Pubco his accountants shall, upon reasonable notice and shall cause the Surviving Company toduring normal business hours, provide be permitted to the Company Securityholder Representative reasonable access to the Acquired Companies’ Books discuss with Parent and Records as the Company Securityholder Representative may reasonably request in connection with its review of accountants the Closing Adjustment Statement and shall cause be provided complete and accurate copies of, and have reasonable access (including electronic access, to the personnel extent reasonably available) upon reasonable notice at reasonable times during normal business hours to the work papers and supporting records of Parent and its accountants so as to allow the Acquired Companies Representative and his accountants to reasonably cooperate with verify the Company Securityholder Representative in connection with its review accuracy of the Closing Adjustment Statement. (cd) In If the event that the Company Securityholder Representative disputes the Closing Adjustment Statement delivered by the Surviving Pubco pursuant to Section 2.5(b) or the amount of any Closing Adjustment Item reflected thereonStatement, the Company Securityholder Representative shall notify the Surviving Pubco Parent in writing (the “Objection Dispute Notice”) of the amount, nature and basis of such dispute, within thirty (30) calendar 30 days after delivery of the Closing Adjustment Statement pursuant to Section 2.5(b)Statement. Any such Objection Dispute Notice shall specify those items or amounts as to which the Company Securityholder Representative disagrees and shall describe in reasonable detail the basis for such dispute. The Surviving Pubco disagrees, and the Company Securityholder Representative and Parent shall use commercially reasonable efforts be deemed to resolve such differences regarding the determination of the disputed have agreed with all other items or and amounts for a period of thirty (30) calendar days after the Surviving Pubco’s receipt of the Objection Notice. If the Surviving Pubco and the Company Securityholder Representative reach a final resolution on contained in the Closing Adjustment Statement within thirty (30) calendar days after and not raised in the Surviving Pubco’s receipt of the Objection Notice (or within any additional period as mutually agreed to between the Surviving Pubco Dispute Notice. If Parent and the Company Securityholder Representative), then Representative are unable to resolve the Closing Adjustment Statement agreed upon by the Surviving Pubco and the Company Securityholder Representative shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment Statement”, the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment” and each shall be final and binding on the Parties. (d) If the Company Securityholder Representative and the Surviving Pubco do not reach a final resolution on the items in the Objection Notice dispute within thirty (30) calendar 30 days after delivery of the Objection Dispute Notice, unless the Company Securityholder Representative and the Surviving Pubco mutually agree then any remaining items in dispute shall be submitted to continue their efforts to resolve such differences, the Surviving Pubco and the Company Securityholder Representative shall engage the Neutral Accountant within fifteen (15) calendar days thereafter (providedAccountant, provided that if the Neutral Accountant does not accept its appointment declines to be engaged Representative and Parent shall select a substitute national or regional independent accounting firm, or, if the Company Securityholder Representative and Parent fail or refuse to select a firm within 10 days after written request therefor by the Surviving Pubco cannot agree on the Neutral Accountant, in either case during such fifteen (15) calendar day period, then the Company Securityholder Representative or the Surviving Pubco may requireParent, by written notice to the other, that the Neutral Accountant such an independent national or regional accounting firm shall be selected by in accordance with the New York City Regional Office rules of the Fresno, California office of the American Arbitration Association in accordance with its procedures). The Neutral Accountant Association, which substitute independent accounting firm shall resolve such differences pursuant to an engagement agreement executed by the Company Securityholder Representative, the Surviving Pubco and the Neutral Accountant in accordance with this Section 2.5(d). Each of the Surviving Pubco and the Company Securityholder Representative shall submit to the Neutral Accountant (with a copy delivered to the other party on the same day), within ten (10) days after the date of the engagement of thereafter for all purposes hereunder be the Neutral Accountant, a memorandum (which may include supporting exhibits. All determinations and calculations pursuant to this Section 2.16(d) setting forth their respective positions with respect to the Closing Adjustment Items set forth shall consider only those items in the Objection Notice. Each of the Surviving Pubco and the Company Securityholder Representative may (but shall not be required to) submit to the Neutral Accountant (with a copy delivered to the other party on the same day), within twenty (20) calendar days after the date of the engagement of the Neutral Accountant, a memorandum responding to the initial memorandum submitted to the Neutral Accountant by the other party. None of the Surviving Pubco, the Company Securityholder Representative, any other Party hereto or any of their respective Affiliates shall have any ex parte communications or meetings with the Neutral Accountant regarding the subject matter hereof without the other party’s prior written consent. The Neutral Accountant shall be given reasonable access to all relevant records of the Surviving Pubco and the Surviving Company to calculate the Closing Adjustment Statement. The Neutral Accountant shall act as an expert in accounting to determine only the Closing Adjustment Items set forth in the Objection Notice still in dispute and shall be limited to those adjustments, if any, required to be made for the Final Closing Adjustment to comply with the provisions of this Agreement. The Surviving Pubco, the Company Securityholder Representative and the other Parties hereto shall use their reasonable best efforts to cause the Neutral Accountant to issue its written determination regarding the Closing Adjustment Items set forth in the Objection Notice within thirty (30) calendar days after such items are submitted for review. Absent fraud or manifest error, the Closing Adjustment Statement as finally determined by to which the Representative has disagreed, shall be in writing and shall be delivered to Parent and the Representative as promptly as practicable. The determination of the Neutral Accountant as to the resolution of any dispute shall be deemed for purposes within the range of this Section 2.5 to the values in dispute and be the “Final Closing Adjustment Statement”, the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment” binding and each shall be final and binding on conclusive upon all Parties. In determining the Closing Adjustment Statement and the Closing Adjustment Items, the Neutral Accountant shall act as an expert and not as an arbitrator. A judgment on the determination made by the Neutral Accountant pursuant to this Section 2.5 2.16(d) may be entered in and enforced by any court having of competent jurisdiction. (e) The fees and expenses of the Neutral Accountant in connection with the resolution of disputes pursuant to Section 2.16(d) shall not be authorized borne by the Applicable Holders, on the one hand, and Parent, on the other hand, in proportion to the amounts by which the proposals of Parent and the Representative submitted to the Neutral Accountant differed from the Neutral Accountant’s final determination. (f) Upon the expiration of the 30-day period for giving the Dispute Notice, if no such notice is given, or permitted toupon notification by the Representative to Parent, that no such notice will be given, or upon the resolution of disputes, if any, pursuant to this Section 2.16: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for If the resolution of differences between Final Closing Net Working Capital is less than Estimated Closing Net Working Capital, Parent shall be entitled to recover such deficiency pursuant to the Company Securityholder Representative and the Surviving Pubco regarding the determination terms of the Closing Adjustment Statement and the Closing Adjustment Items in accordance with this Section 2.5Escrow Agreement; (ii) resolve any such differences by making an If the Final Closing Net Working Capital is equal to Estimated Closing Net Working Capital, no adjustment to the Closing Adjustment Statement that is outside of the range defined by amounts as finally proposed by the Company Securityholder Representative and the Surviving PubcoMerger Consideration shall be made; orand (iii) apply any accounting methodsIf the Final Closing Net Working Capital exceeds Estimated Closing Net Working Capital, treatmentsParent shall deliver to the Exchange Agent for distribution to Applicable Holders, principles or procedures other than in proportion to their respective Unpaid Pro Rata Portion, as described Merger Consideration, in this Section 2.5. immediately available funds an amount equal to the amount of such surplus (f) The fees and disbursements of the Neutral Accountant shall be borne by the Surviving Pubco“Closing Adjustment Surplus”). (g) If the amount of the Final Closing Adjustment is greater than the Estimated Closing Adjustment, then the Company Securityholder Representative shall, within three (3) Business Days after the date of determination of the Final Closing Adjustment, direct the Escrow Agent to (i) deliver a number of Adjustment Escrow Units (and, to the extent in excess of the Adjustment Escrow Units, other Adjustment Escrow Property) to the Surviving Company, equal to the lesser of (x) the quotient obtained by dividing (A) the amount of any such excess by (B) the Per Share Price, which such Adjustment Escrow Units shall be cancelled by the Surviving Company and (y) the entire Adjustment Escrow Property and (ii) to the extent that, after delivery of the Adjustment Escrow Property to the Surviving Company, there is remaining Adjustment Escrow Property held by the Escrow Agent, deliver such remaining Adjustment Escrow Property (the “Remaining Amount”) to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be delivered to the Company Equity Holders pursuant to Section 2.2(b)(ii)(C). (h) If the amount of the Estimated Closing Adjustment is greater than the Final Closing Adjustment (any such excess, the “Excess Amount”), then, within three (3) Business Days after the date of determination of the Final Closing Adjustment, (i) the Surviving Company shall issue a number of Surviving Company Membership Units to the Company Equity Holders pursuant to Section 2.2(b)(ii)(D), in each case equal to the lesser of (x) the quotient obtained by dividing (A) the Excess Amount by (B) the Per Share Price, and (y) the entire Adjustment Escrow Property and (ii) the Surviving Pubco shall direct the Escrow Agent to disburse the Adjustment Escrow Property to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be delivered to the Company Equity Holders pursuant to Section 2.2(b)(ii)(E). (i) The Parties agree that the procedures set forth in purpose of this Section 2.5 shall be 2.16 is to measure changes in the sole and exclusive method for resolving any disputes with respect to items contained in the determination of the Final Closing Adjustment Statement and such processes are not intended to permit the Final Closing Adjustment; providedintroduction of different judgments, that this provision shall not prohibit accounting methods, policies, practices, procedures, classifications or estimation methodologies for the Surviving Pubco or the Company Securityholder Representative from instituting litigation to enforce the determination purpose of the Neutral Accountantdetermining such items. (j) If an NCP Contingent Payment Escrow Amount has been deposited with the Escrow Agent pursuant to Section 2.2(a)(iii), within five (5) Business Days after the earlier of (i) payment of the NCP Contingent Payment Amount being made by any Acquired Company (or the Surviving Pubco or any of its Affiliates) (without any further obligations of any Acquired Company for any additional NCP Contingent Payment Amount) and (ii) either (A) a binding agreement between the Company and the applicable counterparties under the NCP Agreement or (B) a final and binding determination that no NCP Contingent Payment Amount is payable in accordance with the terms of the NCP Agreement, evidence of which shall be provided promptly to the Company Securityholder Representative by the Surviving Pubco, (x) the Surviving Pubco may recover the amount of such NCP Contingent Payment Amount paid by any Acquired Company (if any) solely out of the NCP Contingent Payment Escrow Account (including the NCP Contingent Payment Escrow Amount and all interest, dividends, gains and other income thereon), and only to the extent that such amount is less than or equal to the amount then held in the NCP Contingent Payment Escrow Account, and no Company Equity Holder nor any other Person shall have any Liability to the Surviving Pubco or any of its Affiliates for any amount of such NCP Contingent Payment Amount which is in excess of the amount then held in the NCP Contingent Payment Escrow Account, and (y) the Escrow Agent shall disburse any amount remaining in the NCP Contingent Payment Escrow Account after a payment is made pursuant to clause (x) (or either (A) a binding agreement between the Company and the applicable counterparties under the NCP Agreement or (B) a final and binding determination is made that no NCP Contingent Payment Amount is payable in accordance with the terms of the NCP Agreement) (the “NCP Contingent Payment Remaining Amount”) to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be distributed to the Company Equity Holders pursuant to Section 2.2(b)(ii)(E). If, at the Effective Time, the NCP Contingent Payment Amount has not been determined in accordance with the NCP Agreement, the Company Securityholder Representative shall have the right to, at its expense, control the preparation of the Earn-Out Calculation Statement (as defined in the NCP Agreement), the review of the Final Earn-Out Calculation Statement (as defined in the NCP Agreement), the submission of an Earn-Out Calculation Objection Notice (as defined in the NCP Agreement), the negotiation of any items disputed in such Earn-Out Calculation Objection Notice, the negotiation, execution and delivery of the engagement agreement with, and the submission of the presentation to, the Neutral Accountant (as defined in the NCP Agreement), and control any litigation instituted in connection therewith, in each case to the fullest extent as if the Company Securityholder Representative were “Buyer” under the NCP Agreement. The Surviving Pubco shall and shall cause the Surviving Company to reasonably cooperate in such matters, including (i) providing reasonable access to the books and records of the Acquired Companies and to its independent accountants and their workpapers (upon delivery of a customary access letter to the extent required by such independent accountants) and (ii) submitting dispute notices and other notices and materials requested by the Company Securityholder Representative.

Adjustment Before and After the Closing. The Estimated Closing Adjustment and the Final Closing Adjustment shall be determined as set forth below in this Section 2.52.6: (a) No less Not later than three four (34) Business Days prior to the Closing Date, the Company shall prepare and deliver to Parent the Buyer a statement (the “Estimated Closing Adjustment Statement”), duly executed by an officer of the Company, ) setting forth the Company’s good faith estimate of the Closing Adjustment Items (the “Estimated Closing Adjustment”), including an estimated (i) a consolidated balance sheet of the Acquired Companies Company and its Subsidiaries as of as of 11:59 PM Eastern time on the Effective Time. The Estimated day immediately prior to the Closing Adjustment Statement (i) shall be derived in good faith from the Books and Records of the Acquired Companies Date and (ii) shall be prepared on a consolidated basis in accordance with generally accepted accounting principles in the United States (“GAAP”) using the same accounting methods, policies, principles, practices good faith and procedures, with consistent classifications, judgments and estimation methodologies as were used in preparation reasonably detailed estimate of each of the Base Balance SheetClosing Adjustment Items, together with all relevant and reasonable backup materials. Promptly after delivering The estimates of the Closing Adjustment items in the Estimated Closing Adjustment Statement shall (A) not take into account any purchase accounting or other adjustments arising out of the consummation of the Merger or the other transactions contemplated hereby, (B) exclude the effect of any act, decision, change in circumstance, development or event solely to Parentthe extent that such act, decision, change in circumstance, development or event that first arose or occurred after the Company will meet Closing and (C) be calculated in accordance with Parent the applicable definitions set forth herein (which meeting may be telephonic) and if not addressed herein, in accordance with the Accounting Principles). The Buyer and its Representatives shall have a reasonable opportunity to review and to discuss with the Company and its Representatives the Estimated Closing Adjustment Statement and the Company and its Representatives shall reasonably assist the Buyer and its Representatives in their review of the Estimated Closing Adjustment Statement, and the . The Company will consider in good faith Parent’s review any comments to the Estimated Closing Adjustment Statement, and, to the extent mutually agreed upon Statement provided by the Company Buyer or its Representatives and Parentconsider, both acting reasonably and in good faith, make any appropriate adjustments to the Estimated Closing Adjustment Statement prior to the Closing, which adjusted Estimated Closing Adjustment Statement shall thereafter become the Estimated Closing Adjustment Statement for all purposes of this Agreement; provided, however, that if the Company and Parent are unable to reach mutual agreement on any such adjustments, the Estimated Closing Adjustment Statement delivered changes proposed by the Company shall be the Estimated Closing Adjustment Statement for all purposes of this AgreementBuyer or its Representatives. (b) Within seventy-five (75) Not later than 90 calendar days after the Closing Date, the Surviving Pubco Buyer shall prepare and deliver to the Company Securityholder Equityholder Representative a statement (the “Closing Adjustment Statement”), duly executed by an officer of the Surviving Pubco, ) setting forth the Surviving PubcoBuyer’s determination good faith and reasonably detailed calculation, together with all relevant and reasonable backup materials, of the Closing Adjustment ItemsAdjustment, including an estimated a consolidated balance sheet of the Acquired Companies Company and its Subsidiaries as of as of 11:59 PM Eastern time on the Effective Timeday immediately prior to the Closing Date. The calculations of the Closing Adjustment items in the Closing Adjustment Statement shall (i) not take into account any purchase accounting or other adjustments arising out of the consummation of the Merger or the other transactions contemplated hereby, (ii) exclude the effect of any act, decision, change in circumstance, development or event solely to the extent that such act, decision, change in circumstance, development or event that first arose or occurred after the Closing, and (iii) be calculated in accordance with the applicable definitions set forth herein (and if not addressed herein, in accordance with the Accounting Principles). The Closing Adjustment Statement (idelivered pursuant to this Section 2.6(b) shall be derived in good faith from accompanied by a statement setting forth the Books and Records amount, if any, by which the total of the Acquired Companies and (ii) shall be prepared on a consolidated basis in accordance with GAAP using Closing Adjustment Items is greater than, or less than, the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodologies as were used in preparation of the Base Balance SheetEstimated Closing Adjustment. The Closing Adjustment Statement, as proposed by the Surviving Pubco Buyer pursuant to this Section 2.5(b2.6(b), shall be deemed for purposes of this Section 2.5 2.6 to be the “Final Closing Adjustment Statement”, ,” the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 2.6 to be the “Final Closing AdjustmentAdjustment Items” and each shall be final final, binding and binding non-appealable on all Partiesparties to this Agreement and on all Company Equityholders, in each case unless the Company Securityholder Equityholder Representative timely delivers to the Surviving Pubco Buyer an Objection Notice in accordance with Section 2.5(c2.6(c). The Surviving Pubco shall, and shall cause the Surviving Company to, provide to the Company Securityholder Representative reasonable access to the Acquired Companies’ Books and Records as the Company Securityholder Representative may reasonably request in connection with its review of the Closing Adjustment Statement and shall cause the personnel of the Acquired Companies to reasonably cooperate with the Company Securityholder Representative in connection with its review of the Closing Adjustment Statement. (c) In the event that the Company Securityholder Equityholder Representative disputes the Closing Adjustment Statement delivered by the Surviving Pubco pursuant to Section 2.5(b) or the amount of any the Closing Adjustment Item reflected thereonItems, the Company Securityholder Equityholder Representative shall notify the Surviving Pubco Buyer in writing (the “Objection Notice”) of the amount, nature and basis of such dispute, including reasonable supporting details, within thirty (30) calendar days after delivery of the Closing Adjustment Statement pursuant to Section 2.5(b2.6(b). Any such Objection Notice shall specify those items or amounts as to which the Company Securityholder Equityholder Representative disagrees and shall describe in reasonable detail and, to the basis for extent reasonably practicable, the Company Equityholder Representative’s calculation of such dispute. The Surviving Pubco items or amounts, and the Company Securityholder Equityholder Representative shall use commercially reasonable efforts be deemed to resolve have irrevocably agreed with all other items and amounts contained in the Closing Adjustment Statement, which shall become final, binding and non-appealable. In the event of such differences regarding a dispute, the determination of Buyer and the Company Equityholder Representative shall first negotiate in good faith to reach agreement on the disputed items or amounts for a period in order to determine the amount of thirty (30the Closing Adjustment Items, which amount shall not be outside of the range between the Buyer’s calculation delivered pursuant to Section 2.6(b) calendar days after and the Surviving PubcoCompany Equityholder Representative’s receipt of calculation set forth in the Objection Notice. If the Surviving Pubco Buyer and the Company Securityholder Equityholder Representative reach a final resolution on the Closing Adjustment Statement within thirty (30) calendar days after the Surviving PubcoBuyer’s receipt of the Objection Notice (or within any additional period as mutually agreed to between the Surviving Pubco Buyer and the Company Securityholder Equityholder Representative), then the Closing Adjustment Statement agreed upon by the Surviving Pubco Buyer and the Company Securityholder Equityholder Representative shall be deemed for purposes of this Section 2.5 2.6 to be the “Final Closing Adjustment Statement”, ,” the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 2.6 to be the “Final Closing AdjustmentAdjustment Items” and each shall be final and binding on all parties to this Agreement and on all Company Equityholders. Notwithstanding anything to the Partiescontrary herein, any discussions by the Buyer and the Company Equityholder Representative to resolve the disputed items and amounts raised in the Objection Notice pursuant to the foregoing sentences shall be governed by Rule 408 of the Federal Rules of Evidence and any similar and applicable state rule. (d) If the Company Securityholder Representative Buyer and the Surviving Pubco do not reach a final resolution on Company Equityholder Representative are unable to resolve the items in the Objection Notice dispute within thirty (30) calendar days after delivery of the Objection Notice, unless then any remaining items in dispute shall be submitted to the Company Securityholder Representative Neutral Accountant. All determinations and calculations by the Surviving Pubco mutually agree Neutral Accountant pursuant to continue their efforts this Section 2.6(d) shall consider only those Closing Adjustment Items that are set forth in the Objection Notice and remain in dispute, shall be in writing and shall be delivered to resolve such differences, the Surviving Pubco Buyer and the Company Securityholder Equityholder Representative shall engage the Neutral Accountant within fifteen (15) calendar days thereafter (provided, that if the Neutral Accountant does not accept its appointment or if the Company Securityholder Representative and the Surviving Pubco cannot agree on the Neutral Accountant, in either case during such fifteen (15) calendar day period, then the Company Securityholder Representative or the Surviving Pubco may require, by written notice to the other, that the Neutral Accountant be selected by the New York City Regional Office of the American Arbitration Association in accordance with its procedures)as promptly as practicable. The Neutral Accountant (i) shall resolve such differences pursuant to an engagement agreement executed by make its determination solely upon the Company Securityholder Representative, the Surviving Pubco and the Neutral Accountant in accordance with this Section 2.5(d). Each written submissions of the Surviving Pubco Buyer and the Company Securityholder Equityholder Representative (i.e., not by independent review) and the applicable terms and conditions of this Agreement, including the applicable definitions set forth herein and the Accounting Principles and (ii) shall submit not assign a value to any item with an amount outside the Neutral Accountant (with a copy range between the Buyer’s calculation delivered pursuant to Section 2.6(b) and the other party on the same day), within ten (10) days after the date of the engagement of the Neutral Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions with respect to the Closing Adjustment Items Company Equityholder Representative’s calculation set forth in the Objection Notice. Each of the Surviving Pubco Buyer and the Company Securityholder Equityholder Representative may (but shall not be required to) submit to the Neutral Accountant (with a copy delivered to the other party on the same day), within twenty (20) calendar days after the date of the engagement of the Neutral Accountant, a memorandum responding to the initial memorandum submitted to the Neutral Accountant by the other party. None of the Surviving Pubco, the Company Securityholder Representative, any other Party hereto or any of their respective Affiliates shall have any ex parte communications or meetings with the Neutral Accountant regarding the subject matter hereof without the other party’s prior written consent. The Neutral Accountant shall be given reasonable access to all relevant records of the Surviving Pubco and the Surviving Company to calculate the Closing Adjustment Statement. The Neutral Accountant shall act as an expert in accounting to determine only the Closing Adjustment Items set forth in the Objection Notice still in dispute and shall be limited to those adjustments, if any, required to be made for the Final Closing Adjustment to comply with the provisions of this Agreement. The Surviving Pubco, the Company Securityholder Representative and the other Parties hereto shall use their respective commercially reasonable best efforts to cause the Neutral Accountant to issue its deliver to the Buyer and the Company Equityholder Representative a written determination regarding of the Closing Adjustment Items set forth in disputed items submitted to the Objection Notice Neutral Accountant within thirty (30) calendar days after of the Neutral Accountant’s receipt of such items are submitted for reviewitems. Absent fraud or manifest error, the Closing Adjustment Statement as finally determined by the Neutral Accountant shall be deemed for purposes of this Section 2.5 2.6 to be the “Final Closing Adjustment Statement”, ,” the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 2.6 to be the “Final Closing AdjustmentAdjustment Items” and each shall be final final, binding and binding non-appealable on all Partiesparties to this Agreement and on all Company Equityholders. In determining the Closing Adjustment Statement and the Closing Adjustment Items, the Neutral Accountant shall act as an expert and not as an arbitratorarbitrator and the Neutral Accountant’s authority is limited to resolving disputed issues of fact (and not law). A judgment on the determination made by the Neutral Accountant pursuant to this Section 2.5 2.6 may be entered in and enforced by any court having jurisdictionjurisdiction in accordance with Section 12.12. The fees and expenses of the Neutral Accountant in connection with the resolution of disputes pursuant to Section 2.6(d) shall be borne by the Company Equityholders (payable solely from the Representative Fund to the extent of available funds), on the one hand, and the Buyer, on the other hand, in proportion to the amounts by which the proposals of the Buyer and the Company Equityholder Representative differed from the Neutral Accountant’s final determination. None of the Buyer, the Company Equityholder Representative or their respective representatives shall have any ex parte communication with the Neutral Accountant related to this Section 2.6(d) or this Agreement. (e) The Neutral Accountant If the Buyer does not timely deliver the Closing Adjustment Statement, then the Company Equityholder Representative shall not be authorized or permitted to: have the right to (i) determine any questions or matters whatsoever under or elect that Estimated Closing Adjustment Statement be deemed the “Final Closing Adjustment Statement,” the Closing Adjustment Items reflected thereon be deemed for purposes of this Section 2.6 to be the “Final Closing Adjustment Items” in connection with which case each shall be final and binding on all parties to this Agreement except and on all Company Equityholders or (ii) submit any items in the Estimated Closing Adjustment Statement to the Neutral Accountant for review. All determinations and calculations of the resolution of differences between Neutral Accountant pursuant to this Section 2.6(e) shall consider only those Closing Adjustment Items that are set forth in the Company Securityholder Representative Equityholder Representative’s notice to the Neutral Accountant, shall be in writing and shall be delivered to the Buyer and the Surviving Pubco regarding Company Equityholder Representative as promptly as practicable. Absent fraud or manifest error, the determination Estimated Closing Adjustment Statement, as updated to incorporate the Closing Adjustment Items submitted to and finally determined by the Neutral Accountant, shall be deemed for purposes of this Section 2.6 to be the “Final Closing Adjustment Statement,” the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.6 to be the “Final Closing Adjustment Items” and each shall be final and binding on all parties to this Agreement and on all Company Equityholders. In determining the Closing Adjustment Statement and the Closing Adjustment Items Items, the Neutral Accountant shall act as an expert and not as arbitrator and the Neutral Accountant’s authority is limited to resolving disputed issues of fact (and not law). A judgment on the determination made by the Neutral Accountant pursuant to this Section 2.6 may be entered in and enforced by any court having jurisdiction in accordance with this Section 2.5; (ii) resolve any such differences by making an adjustment to the Closing Adjustment Statement that is outside of the range defined by amounts as finally proposed by the Company Securityholder Representative and the Surviving Pubco; or (iii) apply any accounting methods, treatments, principles or procedures other than as described in this Section 2.5. (f) 12.12. The fees and disbursements expenses of the Neutral Accountant in connection with the review and determination of Closing Adjustment Items pursuant to Section 2.6(e) shall be borne solely by the Surviving Pubco. Company Equityholders (g) If payable solely from the amount of the Final Closing Adjustment is greater than the Estimated Closing Adjustment, then the Company Securityholder Representative shall, within three (3) Business Days after the date of determination of the Final Closing Adjustment, direct the Escrow Agent to (i) deliver a number of Adjustment Escrow Units (and, Fund to the extent in excess of the Adjustment Escrow Units, other Adjustment Escrow Property) to the Surviving Company, equal to the lesser of (x) the quotient obtained by dividing (A) the amount of any such excess by (B) the Per Share Price, which such Adjustment Escrow Units shall be cancelled by the Surviving Company and (y) the entire Adjustment Escrow Property and (ii) to the extent that, after delivery of the Adjustment Escrow Property to the Surviving Company, there is remaining Adjustment Escrow Property held by the Escrow Agent, deliver such remaining Adjustment Escrow Property (the “Remaining Amount”) to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be delivered to the Company Equity Holders pursuant to Section 2.2(b)(ii)(Cavailable funds). (h) If the amount of the Estimated Closing Adjustment is greater than the Final Closing Adjustment (any such excess, the “Excess Amount”), then, within three (3) Business Days after the date of determination of the Final Closing Adjustment, (i) the Surviving Company shall issue a number of Surviving Company Membership Units to the Company Equity Holders pursuant to Section 2.2(b)(ii)(D), in each case equal to the lesser of (x) the quotient obtained by dividing (A) the Excess Amount by (B) the Per Share Price, and (y) the entire Adjustment Escrow Property and (ii) the Surviving Pubco shall direct the Escrow Agent to disburse the Adjustment Escrow Property to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be delivered to the Company Equity Holders pursuant to Section 2.2(b)(ii)(E). (i) The Parties agree that the procedures set forth in this Section 2.5 shall be the sole and exclusive method for resolving any disputes with respect to the determination of the Final Closing Adjustment Statement and the Final Closing Adjustment; provided, that this provision shall not prohibit the Surviving Pubco or the Company Securityholder Representative from instituting litigation to enforce the determination of the Neutral Accountant. (j) If an NCP Contingent Payment Escrow Amount has been deposited with the Escrow Agent pursuant to Section 2.2(a)(iii), within five (5) Business Days after the earlier of (i) payment of the NCP Contingent Payment Amount being made by any Acquired Company (or the Surviving Pubco or any of its Affiliates) (without any further obligations of any Acquired Company for any additional NCP Contingent Payment Amount) and (ii) either (A) a binding agreement between the Company and the applicable counterparties under the NCP Agreement or (B) a final and binding determination that no NCP Contingent Payment Amount is payable in accordance with the terms of the NCP Agreement, evidence of which shall be provided promptly to the Company Securityholder Representative by the Surviving Pubco, (x) the Surviving Pubco may recover the amount of such NCP Contingent Payment Amount paid by any Acquired Company (if any) solely out of the NCP Contingent Payment Escrow Account (including the NCP Contingent Payment Escrow Amount and all interest, dividends, gains and other income thereon), and only to the extent that such amount is less than or equal to the amount then held in the NCP Contingent Payment Escrow Account, and no Company Equity Holder nor any other Person shall have any Liability to the Surviving Pubco or any of its Affiliates for any amount of such NCP Contingent Payment Amount which is in excess of the amount then held in the NCP Contingent Payment Escrow Account, and (y) the Escrow Agent shall disburse any amount remaining in the NCP Contingent Payment Escrow Account after a payment is made pursuant to clause (x) (or either (A) a binding agreement between the Company and the applicable counterparties under the NCP Agreement or (B) a final and binding determination is made that no NCP Contingent Payment Amount is payable in accordance with the terms of the NCP Agreement) (the “NCP Contingent Payment Remaining Amount”) to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be distributed to the Company Equity Holders pursuant to Section 2.2(b)(ii)(E). If, at the Effective Time, the NCP Contingent Payment Amount has not been determined in accordance with the NCP Agreement, the Company Securityholder Representative shall have the right to, at its expense, control the preparation of the Earn-Out Calculation Statement (as defined in the NCP Agreement), the review of the Final Earn-Out Calculation Statement (as defined in the NCP Agreement), the submission of an Earn-Out Calculation Objection Notice (as defined in the NCP Agreement), the negotiation of any items disputed in such Earn-Out Calculation Objection Notice, the negotiation, execution and delivery of the engagement agreement with, and the submission of the presentation to, the Neutral Accountant (as defined in the NCP Agreement), and control any litigation instituted in connection therewith, in each case to the fullest extent as if the Company Securityholder Representative were “Buyer” under the NCP Agreement. The Surviving Pubco shall and shall cause the Surviving Company to reasonably cooperate in such matters, including (i) providing reasonable access to the books and records of the Acquired Companies and to its independent accountants and their workpapers (upon delivery of a customary access letter to the extent required by such independent accountants) and (ii) submitting dispute notices and other notices and materials requested by the Company Securityholder Representative.

Adjustment Before and After the Closing. The Estimated Closing Adjustment and the Final Closing Adjustment Merger Consideration shall be determined subject to adjustment as set forth below in this Section 2.5follows: (a) No less Not later than three (3) Business Days business days prior to the Closing Date, the Company shall prepare and deliver to Parent the Buyer a statement (the “Estimated Closing Adjustment Statement”), duly executed by an officer of the Company, setting forth the Company’s good faith estimate of the Closing Adjustment Items (the “Estimated Closing Adjustment”), including an estimated consolidated balance sheet of the Acquired Companies Company as of a date (the Effective Time“Preliminary Closing Balance Sheet Date”) within five business days of the Closing Date (the “Preliminary Closing Balance Sheet”). The Estimated Preliminary Closing Adjustment Statement Balance Sheet shall be prepared in accordance with the provisions relating to the preparation of the Closing Balance Sheet set forth in this Section 1.10; provided, however, for the purposes of the Preliminary Closing Balance Sheet, the Spin-Off Transaction shall be deemed to have been completed immediately prior to the date of the Preliminary Closing Balance Sheet, and no amounts representing federal or state income Taxes attributable to the Spin-Off Transaction shall be included as a liability on the Preliminary Closing Balance Sheet. The Preliminary Closing Balance Sheet shall be accompanied by (i) shall be derived all relevant backup materials and schedules, in good faith from detail reasonably acceptable to the Books and Records of the Acquired Companies Buyer, and (ii) a statement setting forth the amount, if any, by which the estimated Net Asset Value (the “Preliminary Net Asset Value”) is greater than, or less than, the Target Amount. In calculating the Preliminary Net Asset Value, the Preliminary Closing Balance Sheet shall include (A) all Company Third Party Expenses that have not been paid prior to the date of Closing and which shall be prepared on a consolidated basis paid by the Buyer in accordance with generally accepted accounting principles in the United States provisions of Section 1.3(g) (“GAAP”) using it being agreed that the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodologies amount of such Company Third Party Expenses so set forth shall not be recorded as were used in preparation a liability of the Base Company for purposes of the calculation of the Preliminary Net Asset Value since such amounts shall be deducted from the determination of Total Consideration); (B) accruals for the disputes, severance obligations and retention and change in control payments (it being agreed that the amount of Employee Amounts set forth on the Preliminary Closing Balance Sheet. Promptly after delivering , which for the Estimated Closing Adjustment Statement to Parentavoidance of doubt the Surviving Corporation shall pay, shall not be recorded as a liability of the Company will meet with Parent for purposes of the calculation of the Preliminary Net Asset Value since such amounts shall be deducted from the determination of Total Consideration); (which meeting may be telephonicC) to review and discuss the Estimated Closing Adjustment Statementreserves in respect of Taxes, including, without limitation, liabilities for state income Taxes, property Taxes, and sales Taxes and all deferred tax liabilities such as the deferred tax liability for the Section 481 adjustments (it being agreed that the amount of the Tax Estimate and Option Tax Amount set forth on the Preliminary Closing Balance Sheet shall not be recorded as a liability of the Company will consider for purposes of the calculation of the Preliminary Net Asset Value since such amounts shall be deducted from the determination of Total Consideration); (D) all amounts required to pay in good faith Parent’s comments full the principal, interest, fees and other charges payable to satisfy and discharge in full the Estimated Closing Adjustment Statement, and, to the extent mutually Silicon Valley Bank Loan (it being agreed upon by that such amount so set forth shall not be recorded as a liability of the Company and Parent, both acting reasonably and for purposes of the calculation of the Preliminary Net Asset Value since such amount shall be deducted from the determination of Total Consideration); (E) if not paid in good faith, make any appropriate adjustments to the Estimated Closing Adjustment Statement full prior to the Closing, which adjusted Estimated Closing Adjustment Statement shall thereafter become the Estimated Closing Adjustment Statement premium for the directors’ and officers’ liability insurance and fiduciary liability insurance to be acquired by the Company pursuant to Section 5.15; (F) all purposes accrued bonus and vacation obligations; (G) all capital lease obligations; (H) accruals for Option repricing obligations to the extent not included in the Employee Amounts; (I) accruals for Company Employee 401(k) liability; and (J) accruals for aged payables beyond the normal course. Schedule II attached hereto reflects accruals and other items contemplated by the preceding sentence, including estimated amounts in respect thereof as of the date of this Agreement, that the Parties agree shall be reflected on the Preliminary Closing Balance Sheet. The Preliminary Closing Balance Sheet shall be accompanied by a statement setting forth the calculations showing the basis for the determination of such sums. (b) Not later than the due date (without regard to extensions) for filing the federal income Tax Return of the Company for the taxable period ending on the Closing Date, the Buyer shall deliver to the Representative the Closing Balance Sheet. The Closing Balance Sheet shall be prepared in accordance with GAAP applied consistently with the Company’s past practices (to the extent such past practices are consistent with GAAP), except that the Closing Balance Sheet may exclude all footnotes, subject to the adjustments set forth in this Section 1.10 (which shall be in addition to and not in lieu of those required by GAAP) and shall be certified as such by the Buyer. (c) The Closing Balance Sheet delivered pursuant to paragraph (b) above shall be accompanied by (i) all relevant backup materials and schedules, in detail reasonably acceptable to the Representative, and (ii) a statement setting forth the amount, if any, by which the Net Asset Value is greater than, or less than, the Preliminary Net Asset Value. In calculating the Net Asset Value, the Closing Balance shall include as liabilities (A) the full amount of the Company Third Party Expenses (it being agreed that the amount of the Company Third Party Expenses shall be recorded as a liability of the Company for purposes of the calculation of the Net Asset Value only to the extent such Company Third Party Expenses were not set forth on the Preliminary Closing Balance Sheet and paid by the Buyer in accordance with the provisions of Section 1.3(g)); (B) accruals for the disputes, severance obligations and retention and change in control payments (it being agreed that the amount of the Employee Amounts, which for the avoidance of doubt the Surviving Corporation shall pay, shall be recorded as a liability of the Company for purposes of the calculation of the Net Asset Value only to the extent such Employee Amounts were not set forth on the Preliminary Closing Balance Sheet); (C) reserves in respect of Taxes, , including, without limitation, all deferred tax liabilities such as the deferred tax liability for the Section 481 adjustments and liabilities for state income Taxes, property Taxes, and sales Taxes (it being agreed that the amount of the Tax Estimate shall not be recorded as a liability, but that any amounts representing federal or state income Taxes attributable to the Spin-Off Transaction in excess of the Tax Estimate shall be included as a liability on the Closing Balance Sheet and the Option Tax Amount so set forth shall be recorded as a liability of the Company for purposes of the calculation of the Net Asset Value only to the extent such amounts were not set forth on the Preliminary Closing Balance Sheet and paid by the Buyer in accordance with the provisions of Section 1.3(i)); (D) all amounts required to pay in full the principal, interest, fees and other charges payable to satisfy and discharge in full the Silicon Valley Bank Loan (it being agreed that such amount so set forth shall be recorded as a liability of the Company for purposes of the calculation of the Net Asset Value only to the extent such amounts were not set forth on the Preliminary Closing Balance Sheet and paid by the Buyer in accordance with Section 1.3(h)); (E) if not paid in full prior to the Closing, the premium for the directors’ and officers’ liability insurance and fiduciary liability insurance to be acquired by the Company pursuant to Section 5.15; (F) all accrued bonus and vacation obligations; (G) all capital lease obligations; (H) accruals for Option repricing obligations to the extent not included in the Employee Amounts; (I) accruals for Company Employee 401(k) liability; and (J) accruals for aged payables beyond the normal course. Schedule II attached hereto reflects accruals and other items contemplated by the preceding sentence, including but not limited to, estimated amounts in respect thereof as of the date of this Agreement, that the Parties agree shall be reflected in the Closing Balance Sheet. The Closing Balance Sheet shall be accompanied by a statement setting forth the calculations showing the basis for the determination of such sums. (d) In the event that the Representative disputes the Closing Balance Sheet or the calculation of the Closing Net Asset Value Adjustment, the Representative shall notify the Buyer in writing (the “Dispute Notice”) of the amount, nature and basis of such dispute, within 30 calendar days after delivery of the Closing Balance Sheet; provided, however, that if the Company and Parent are unable to reach mutual agreement on any Net Asset Value differs from the Preliminary Net Asset Value by more than $2,000,000, such adjustments, the Estimated Closing Adjustment Statement delivered by the Company 30 calendar day review period shall be the Estimated Closing Adjustment Statement for all purposes of this Agreement. (b) Within seventy-five (75) extended to 60 calendar days after the Closing Date, the Surviving Pubco shall prepare and deliver to the Company Securityholder Representative a statement (the “Closing Adjustment Statement”), duly executed by an officer of the Surviving Pubco, setting forth the Surviving Pubco’s determination of the Closing Adjustment Items, including an estimated consolidated balance sheet of the Acquired Companies as of the Effective Time. The Closing Adjustment Statement (i) shall be derived in good faith from the Books and Records of the Acquired Companies and (ii) shall be prepared on a consolidated basis in accordance with GAAP using the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodologies as were used in preparation of the Base Balance Sheet. The Closing Adjustment Statement, as proposed by the Surviving Pubco pursuant to this Section 2.5(b), shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment Statement”, the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment” and each shall be final and binding on all Parties, unless the Company Securityholder Representative timely delivers to the Surviving Pubco an Objection Notice in accordance with Section 2.5(c). The Surviving Pubco shall, and shall cause the Surviving Company to, provide to the Company Securityholder Representative reasonable access to the Acquired Companies’ Books and Records as the Company Securityholder Representative may reasonably request in connection with its review of the Closing Adjustment Statement and shall cause the personnel of the Acquired Companies to reasonably cooperate with the Company Securityholder Representative in connection with its review of the Closing Adjustment Statement. (c) In the event that the Company Securityholder Representative disputes the Closing Adjustment Statement delivered by the Surviving Pubco pursuant to Section 2.5(b) or the amount of any Closing Adjustment Item reflected thereon, the Company Securityholder Representative shall notify the Surviving Pubco in writing (the “Objection Notice”) of such dispute, within thirty (30) calendar days after delivery of the Closing Adjustment Statement pursuant to Section 2.5(b)days. Any such Objection Dispute Notice shall specify those items or amounts as to which the Company Securityholder Representative disagrees and shall describe in reasonable detail the basis for such dispute. The Surviving Pubco disagrees, and the Company Securityholder Representative shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and the calculation of the Closing Net Asset Value Adjustment delivered pursuant to Sections 1.10(b) and 1.10(c). In the event of such a dispute, the Buyer and the Representative shall first use commercially reasonable efforts their Reasonable Best Efforts to resolve such differences regarding the determination of reach agreement on the disputed items or amounts for a period of thirty (30in order to determine the Closing Net Asset Value Adjustment, which amount shall not be less than the Buyer’s calculation delivered pursuant to Section 1.10(c) calendar days after nor more than the Surviving PubcoRepresentative’s receipt of the Objection Noticecalculation delivered pursuant to this Section 1.10(d). If the Surviving Pubco Buyer and the Company Securityholder Representative reach a final resolution on are unable to resolve the Closing Adjustment Statement dispute within thirty (30) calendar days after the Surviving Pubco’s receipt of the Objection Notice (or within any additional period as mutually agreed to between the Surviving Pubco and the Company Securityholder Representative), then the Closing Adjustment Statement agreed upon by the Surviving Pubco and the Company Securityholder Representative shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment Statement”, the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment” and each shall be final and binding on the Parties. (d) If the Company Securityholder Representative and the Surviving Pubco do not reach a final resolution on the items in the Objection Notice within thirty (30) 30 calendar days after delivery of the Objection Dispute Notice, unless the Company Securityholder Representative and the Surviving Pubco mutually agree to continue their efforts to resolve such differences, the Surviving Pubco and the Company Securityholder Representative then any remaining items in dispute shall engage the Neutral Accountant within fifteen (15) calendar days thereafter (provided, that if the Neutral Accountant does not accept its appointment or if the Company Securityholder Representative and the Surviving Pubco cannot agree on the Neutral Accountant, in either case during such fifteen (15) calendar day period, then the Company Securityholder Representative or the Surviving Pubco may require, by written notice to the other, that the Neutral Accountant be selected by the New York City Regional Office of the American Arbitration Association in accordance with its procedures). The Neutral Accountant shall resolve such differences pursuant to an engagement agreement executed by the Company Securityholder Representative, the Surviving Pubco and the Neutral Accountant in accordance with this Section 2.5(d). Each of the Surviving Pubco and the Company Securityholder Representative shall submit to the Neutral Accountant (with a copy delivered to the other party on the same day), within ten (10) days after the date of the engagement of the Neutral Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions with respect to the Closing Adjustment Items set forth in the Objection Notice. Each of the Surviving Pubco and the Company Securityholder Representative may (but shall not be required to) submit to the Neutral Accountant (with a copy delivered to the other party on the same day), within twenty (20) calendar days after the date of the engagement of the Neutral Accountant, a memorandum responding to the initial memorandum submitted to the Neutral Accountant by Accountant. All determinations and calculations pursuant to this paragraph (d) shall consider only those items or amounts on the other partyClosing Balance Sheet or the Buyer’s calculation of Closing Net Asset Value as to which the Representative has disagreed, shall be in writing and shall be delivered to the Buyer and the Representative as promptly as practicable. None The determination of the Surviving Pubco, the Company Securityholder Representative, any other Party hereto or any of their respective Affiliates shall have any ex parte communications or meetings with the Neutral Accountant regarding as to the subject matter hereof without the other party’s prior written consent. The Neutral Accountant resolution of any dispute shall be given reasonable access to all relevant records of the Surviving Pubco binding and the Surviving Company to calculate the Closing Adjustment Statement. The Neutral Accountant shall act as an expert in accounting to determine only the Closing Adjustment Items set forth in the Objection Notice still in dispute and shall be limited to those adjustments, if any, required to be made for the Final Closing Adjustment to comply with the provisions of this Agreement. The Surviving Pubco, the Company Securityholder Representative and the other Parties hereto shall use their reasonable best efforts to cause the Neutral Accountant to issue its written determination regarding the Closing Adjustment Items set forth in the Objection Notice within thirty (30) calendar days after such items are submitted for review. Absent fraud or manifest error, the Closing Adjustment Statement as finally determined by the Neutral Accountant shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment Statement”, the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment” and each shall be final and binding on conclusive upon all Parties. In determining the Closing Adjustment Statement and the Closing Adjustment Items, the Neutral Accountant shall act as an expert and not as an arbitrator. A judgment on the determination made by the Neutral Accountant pursuant to this Section 2.5 1.10 may be entered in and enforced by any court having jurisdictionjurisdiction thereover. (e) The fees and expenses of the Neutral Accountant in connection with the resolution of disputes pursuant to Section 1.10 (d) shall not be authorized shared equally by the Company Participating Equity Holders, on the one hand, and the Buyer, on the other hand; provided that if the Neutral Accountant determines that one such party has adopted a position or permitted to:positions with respect to the Closing Balance Sheet or the calculation of the Closing Net Asset Value Adjustment that is frivolous or clearly without merit, the Neutral Accountant may, in its discretion, assign a greater portion of any such fees and expenses to such party. (f) Immediately upon the expiration of the 30 calendar day period for giving the Dispute Notice, if no such notice is given, or upon notification by the Representative to the Buyer, that no such notice will be given, or immediately upon the resolution of disputes, if any, pursuant to this Section 1.10, the Merger Consideration shall be adjusted as follows (the “Adjusted Merger Consideration”): (i) determine any questions or matters whatsoever under or in connection with this Agreement except for If the resolution of differences between Closing Net Asset Value Adjustment is negative, the Company Securityholder Representative and Buyer shall be entitled to recover such deficiency (the Surviving Pubco regarding “Closing Net Asset Value Shortfall”) pursuant to the determination terms of the Closing Adjustment Statement and the Closing Adjustment Items in accordance with this Section 2.5Escrow Agreement; (ii) resolve any such differences by making an adjustment to If the Closing Net Asset Value Adjustment Statement that is outside of zero, the range defined by amounts as finally proposed by the Company Securityholder Representative and the Surviving PubcoMerger Consideration shall not be adjusted; orand (iii) apply any accounting methodsIf the Closing Net Asset Value Adjustment is positive, treatments, principles or procedures other than as described in this Section 2.5. (f) The fees and disbursements of the Neutral Accountant shall be borne by the Surviving Pubco. (g) If the amount of such surplus (the Final “Closing Adjustment is greater than Net Asset Value Surplus”) shall be paid as follows: (A) the Estimated Buyer shall deliver to the Paying Agent an amount in immediately available funds equal to 87.5% of the Closing AdjustmentNet Asset Value Surplus, then which amount shall be distributed by the Paying Agent to the Company Securityholder Representative shallParticipating Equity Holders, within three and (3B) Business Days after the date of determination of the Final Closing Adjustment, direct Buyer shall deposit with the Escrow Agent to (i) deliver a number 12.5% of Adjustment Escrow Units (and, the Closing Net Asset Value Surplus in escrow pursuant to the extent in excess of the Adjustment Escrow Units, other Adjustment Escrow Property) Agreement. The Paying Agent shall pay to the Surviving Company, each Company Participating Equity Holder an amount equal to the lesser product of (x) the quotient obtained by dividing (A) the amount number of any such excess by (B) the Per Share Price, which such Adjustment Escrow Units shall be cancelled Company Participating Equity Equivalents owned by the Surviving Company Participating Equity Holder immediately prior to the Effective Time and (y) the entire Adjustment Escrow Property and (ii) to the extent that, after delivery of the Adjustment Escrow Property to the Surviving Company, there is remaining Adjustment Escrow Property held by the Escrow Agent, deliver such remaining Adjustment Escrow Property (the “Remaining Amount”) to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be delivered to the Company Equity Holders pursuant to Section 2.2(b)(ii)(C). (h) If the amount of the Estimated Closing Adjustment is greater than the Final Closing Adjustment (any such excess, the “Excess Amount”), then, within three (3) Business Days after the date of determination of the Final Closing Adjustment, (i) the Surviving Company shall issue a number of Surviving Company Membership Units to the Company Equity Holders pursuant to Section 2.2(b)(ii)(D), in each case equal to the lesser of (x) the quotient obtained by dividing (A) the Excess Amount by (B) the Per Share Price, and (y) the entire Adjustment Escrow Property and (ii) the Surviving Pubco shall direct the Escrow Agent to disburse the Adjustment Escrow Property to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be delivered to the Company Equity Holders pursuant to Section 2.2(b)(ii)(E)Closing Net Asset Value Surplus. (i) The Parties agree that the procedures set forth in this Section 2.5 shall be the sole and exclusive method for resolving any disputes with respect to the determination of the Final Closing Adjustment Statement and the Final Closing Adjustment; provided, that this provision shall not prohibit the Surviving Pubco or the Company Securityholder Representative from instituting litigation to enforce the determination of the Neutral Accountant. (j) If an NCP Contingent Payment Escrow Amount has been deposited with the Escrow Agent pursuant to Section 2.2(a)(iii), within five (5) Business Days after the earlier of (i) payment of the NCP Contingent Payment Amount being made by any Acquired Company (or the Surviving Pubco or any of its Affiliates) (without any further obligations of any Acquired Company for any additional NCP Contingent Payment Amount) and (ii) either (A) a binding agreement between the Company and the applicable counterparties under the NCP Agreement or (B) a final and binding determination that no NCP Contingent Payment Amount is payable in accordance with the terms of the NCP Agreement, evidence of which shall be provided promptly to the Company Securityholder Representative by the Surviving Pubco, (x) the Surviving Pubco may recover the amount of such NCP Contingent Payment Amount paid by any Acquired Company (if any) solely out of the NCP Contingent Payment Escrow Account (including the NCP Contingent Payment Escrow Amount and all interest, dividends, gains and other income thereon), and only to the extent that such amount is less than or equal to the amount then held in the NCP Contingent Payment Escrow Account, and no Company Equity Holder nor any other Person shall have any Liability to the Surviving Pubco or any of its Affiliates for any amount of such NCP Contingent Payment Amount which is in excess of the amount then held in the NCP Contingent Payment Escrow Account, and (y) the Escrow Agent shall disburse any amount remaining in the NCP Contingent Payment Escrow Account after a payment is made pursuant to clause (x) (or either (A) a binding agreement between the Company and the applicable counterparties under the NCP Agreement or (B) a final and binding determination is made that no NCP Contingent Payment Amount is payable in accordance with the terms of the NCP Agreement) (the “NCP Contingent Payment Remaining Amount”) to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be distributed to the Company Equity Holders pursuant to Section 2.2(b)(ii)(E). If, at the Effective Time, the NCP Contingent Payment Amount has not been determined in accordance with the NCP Agreement, the Company Securityholder Representative shall have the right to, at its expense, control the preparation of the Earn-Out Calculation Statement (as defined in the NCP Agreement), the review of the Final Earn-Out Calculation Statement (as defined in the NCP Agreement), the submission of an Earn-Out Calculation Objection Notice (as defined in the NCP Agreement), the negotiation of any items disputed in such Earn-Out Calculation Objection Notice, the negotiation, execution and delivery of the engagement agreement with, and the submission of the presentation to, the Neutral Accountant (as defined in the NCP Agreement), and control any litigation instituted in connection therewith, in each case to the fullest extent as if the Company Securityholder Representative were “Buyer” under the NCP Agreement. The Surviving Pubco shall and shall cause the Surviving Company to reasonably cooperate in such matters, including (i) providing reasonable access to the books and records of the Acquired Companies and to its independent accountants and their workpapers (upon delivery of a customary access letter to the extent required by such independent accountants) and (ii) submitting dispute notices and other notices and materials requested by the Company Securityholder Representative.

Adjustment Before and After the Closing. The Estimated Closing Adjustment and the Final Closing Adjustment shall be determined as set forth below in this Section 2.51.5: (a) No less Not later than three (3) Business Days [**] prior to the Closing Date, the Company shall prepare and deliver to Parent the Buyer a statement (the “Estimated Closing Adjustment Statement”), duly executed by an officer of the Company, ) setting forth the Company’s good faith estimate Estimated Closing Adjustment (including each Closing Adjustment Item and the components thereof) as of immediately prior to the Closing Adjustment Items (the “Estimated Closing AdjustmentMeasurement Time”), including an estimated consolidated balance sheet of the Acquired Companies as of the Effective Timetogether with reasonable supporting detail. The Estimated Closing Adjustment Statement (i) shall be derived in good faith from the Books and Records of the Acquired Companies and (ii) shall be prepared on a consolidated basis in accordance with generally accepted accounting principles in the United States (“GAAP”) using Accounting Principles. From the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodologies as were used in preparation delivery of the Base Balance Sheet. Promptly after delivering the Estimated Closing Adjustment Statement to Parent, the Company will meet with Parent (which meeting may be telephonic) to review and discuss the Estimated Closing Adjustment Statement, the Buyer and its accountants shall, upon reasonable notice and during normal business hours, be permitted to discuss with the Company and its accountants the Estimated Closing Adjustment Statement and shall be provided copies of, and have reasonable access, upon reasonable notice at reasonable times during normal business hours, to the work papers and supporting records of the Company and its accountants so as to allow the Buyer and its accountants to verify the accuracy of the Estimated Closing Adjustment Statement (subject to the execution of customary work paper access letters if requested). The Buyer shall be entitled to comment on, and request reasonable changes to, the Estimated Closing Adjustment Statement and the Company will shall consider in good faith Parentany changes Buyer proposes to the Estimated Closing Adjustment Statement and revise such calculations if, based on its good faith assessment, such changes are warranted, provided, however, that without prejudice to the Buyer’s comments rights under Section 1.5(c), the foregoing shall not delay the Closing and the Company’s calculations in the Estimated Closing Adjustment Statement shall control if the Buyer and the Company do not mutually agree to any modifications to the Estimated Closing Adjustment Statement, and, to the extent mutually agreed upon by the Company and Parent, both acting reasonably and in good faith, make any appropriate adjustments to the Estimated Closing Adjustment Statement prior to the Closing, which adjusted Estimated Closing Adjustment Statement shall thereafter become the Estimated Closing Adjustment Statement for all purposes of this Agreement; provided, however, that if the Company and Parent are unable to reach mutual agreement on any such adjustments, the Estimated Closing Adjustment Statement delivered by the Company shall be the Estimated Closing Adjustment Statement for all purposes of this Agreement. (b) Within seventy-five (75) calendar days after the Closing Date, the Surviving Pubco shall prepare and deliver to the Company Securityholder Representative a statement (the “Closing Adjustment Statement”), duly executed by an officer of the Surviving Pubco, setting forth the Surviving Pubco’s determination of the Closing Adjustment Items, including an estimated consolidated balance sheet of the Acquired Companies as of the Effective Time. The Closing Adjustment Statement (i) shall be derived in good faith from the Books and Records of the Acquired Companies and (ii) shall be prepared on a consolidated basis in accordance with GAAP using the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodologies as were used in preparation of the Base Balance Sheet. The Closing Adjustment Statement, as proposed by the Surviving Pubco pursuant to this Section 2.5(b), shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment Statement”, the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment” and each shall be final and binding on all Parties, unless the Company Securityholder Representative timely delivers to the Surviving Pubco an Objection Notice in accordance with Section 2.5(c). The Surviving Pubco shall, and shall cause the Surviving Company to, provide to the Company Securityholder Representative reasonable access to the Acquired Companies’ Books and Records as the Company Securityholder Representative may reasonably request in connection with its review of the Closing Adjustment Statement and shall cause the personnel of the Acquired Companies to reasonably cooperate with the Company Securityholder Representative in connection with its review of the Closing Adjustment Statement. (c) In the event that the Company Securityholder Representative disputes the Closing Adjustment Statement delivered by the Surviving Pubco pursuant to Section 2.5(b) or the amount of any Closing Adjustment Item reflected thereon, the Company Securityholder Representative shall notify the Surviving Pubco in writing (the “Objection Notice”) of such dispute, within thirty (30) calendar days after delivery of the Closing Adjustment Statement pursuant to Section 2.5(b). Any such Objection Notice shall specify those items or amounts as to which the Company Securityholder Representative disagrees and shall describe in reasonable detail the basis for such dispute. The Surviving Pubco and the Company Securityholder Representative shall use commercially reasonable efforts to resolve such differences regarding the determination of the disputed items or amounts for a period of thirty (30) calendar days after the Surviving Pubco’s receipt of the Objection Notice. If the Surviving Pubco and the Company Securityholder Representative reach a final resolution on the Closing Adjustment Statement within thirty (30) calendar days after the Surviving Pubco’s receipt of the Objection Notice (or within any additional period as mutually agreed to between the Surviving Pubco and the Company Securityholder Representative), then the Closing Adjustment Statement agreed upon by the Surviving Pubco and the Company Securityholder Representative shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment Statement”, the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment” and each shall be final and binding on the Parties. (d) If the Company Securityholder Representative and the Surviving Pubco do not reach a final resolution on the items in the Objection Notice within thirty (30) calendar days after delivery of the Objection Notice, unless the Company Securityholder Representative and the Surviving Pubco mutually agree to continue their efforts to resolve such differences, the Surviving Pubco and the Company Securityholder Representative shall engage the Neutral Accountant within fifteen (15) calendar days thereafter (provided, that if the Neutral Accountant does not accept its appointment or if the Company Securityholder Representative and the Surviving Pubco cannot agree on the Neutral Accountant, in either case during such fifteen (15) calendar day period, then the Company Securityholder Representative or the Surviving Pubco may require, by written notice to the other, that the Neutral Accountant be selected by the New York City Regional Office of the American Arbitration Association in accordance with its procedures). The Neutral Accountant shall resolve such differences pursuant to an engagement agreement executed by the Company Securityholder Representative, the Surviving Pubco and the Neutral Accountant in accordance with this Section 2.5(d). Each of the Surviving Pubco and the Company Securityholder Representative shall submit to the Neutral Accountant (with a copy delivered to the other party on the same day), within ten (10) days after the date of the engagement of the Neutral Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions with respect to the Closing Adjustment Items set forth in the Objection Notice. Each of the Surviving Pubco and the Company Securityholder Representative may (but shall not be required to) submit to the Neutral Accountant (with a copy delivered to the other party on the same day), within twenty (20) calendar days after the date of the engagement of the Neutral Accountant, a memorandum responding to the initial memorandum submitted to the Neutral Accountant by the other party. None of the Surviving Pubco, the Company Securityholder Representative, any other Party hereto or any of their respective Affiliates shall have any ex parte communications or meetings with the Neutral Accountant regarding the subject matter hereof without the other party’s prior written consent. The Neutral Accountant shall be given reasonable access to all relevant records of the Surviving Pubco and the Surviving Company to calculate the Closing Adjustment Statement. The Neutral Accountant shall act as an expert in accounting to determine only the Closing Adjustment Items set forth in the Objection Notice still in dispute and shall be limited to those adjustments, if any, required to be made for the Final Closing Adjustment to comply with the provisions of this Agreement. The Surviving Pubco, the Company Securityholder Representative and the other Parties hereto shall use their reasonable best efforts to cause the Neutral Accountant to issue its written determination regarding the Closing Adjustment Items set forth in the Objection Notice within thirty (30) calendar days after such items are submitted for review. Absent fraud or manifest error, the Closing Adjustment Statement as finally determined by the Neutral Accountant shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment Statement”, the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment” and each shall be final and binding on all Parties. In determining the Closing Adjustment Statement and the Closing Adjustment Items, the Neutral Accountant shall act as an expert and not as an arbitrator. A judgment on the determination made by the Neutral Accountant pursuant to this Section 2.5 may be entered in and enforced by any court having jurisdiction. (e) The Neutral Accountant shall not be authorized or permitted to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between the Company Securityholder Representative and the Surviving Pubco regarding the determination of the Closing Adjustment Statement and the Closing Adjustment Items in accordance with this Section 2.5; (ii) resolve any such differences by making an adjustment to the Closing Adjustment Statement that is outside of the range defined by amounts as finally proposed by the Company Securityholder Representative and the Surviving Pubco; or (iii) apply any accounting methods, treatments, principles or procedures other than as described in this Section 2.5. (f) The fees and disbursements of the Neutral Accountant shall be borne by the Surviving Pubco. (g) If the amount of the Final Closing Adjustment is greater than the Estimated Closing Adjustment, then the Company Securityholder Representative shall, within three (3) Business Days after the date of determination of the Final Closing Adjustment, direct the Escrow Agent to (i) deliver a number of Adjustment Escrow Units (and, to the extent in excess of the Adjustment Escrow Units, other Adjustment Escrow Property) to the Surviving Company, equal to the lesser of (x) the quotient obtained by dividing (A) the amount of any such excess by (B) the Per Share Price, which such Adjustment Escrow Units shall be cancelled by the Surviving Company and (y) the entire Adjustment Escrow Property and (ii) to the extent that, after delivery of the Adjustment Escrow Property to the Surviving Company, there is remaining Adjustment Escrow Property held by the Escrow Agent, deliver such remaining Adjustment Escrow Property (the “Remaining Amount”) to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be delivered to the Company Equity Holders pursuant to Section 2.2(b)(ii)(C). (h) If the amount of the Estimated Closing Adjustment is greater than the Final Closing Adjustment (any such excess, the “Excess Amount”), then, within three (3) Business Days after the date of determination of the Final Closing Adjustment, (i) the Surviving Company shall issue a number of Surviving Company Membership Units to the Company Equity Holders pursuant to Section 2.2(b)(ii)(D), in each case equal to the lesser of (x) the quotient obtained by dividing (A) the Excess Amount by (B) the Per Share Price, and (y) the entire Adjustment Escrow Property and (ii) the Surviving Pubco shall direct the Escrow Agent to disburse the Adjustment Escrow Property to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be delivered to the Company Equity Holders pursuant to Section 2.2(b)(ii)(E). (i) The Parties agree that the procedures set forth in this Section 2.5 shall be the sole and exclusive method for resolving any disputes with respect to the determination of the Final Closing Adjustment Statement and the Final Closing Adjustment; provided, that this provision shall not prohibit the Surviving Pubco or the Company Securityholder Representative from instituting litigation to enforce the determination of the Neutral Accountant. (j) If an NCP Contingent Payment Escrow Amount has been deposited with the Escrow Agent pursuant to Section 2.2(a)(iii), within five (5) Business Days after the earlier of (i) payment of the NCP Contingent Payment Amount being made by any Acquired Company (or the Surviving Pubco or any of its Affiliates) (without any further obligations of any Acquired Company for any additional NCP Contingent Payment Amount) and (ii) either (A) a binding agreement between the Company and the applicable counterparties under the NCP Agreement or (B) a final and binding determination that no NCP Contingent Payment Amount is payable in accordance with the terms of the NCP Agreement, evidence of which shall be provided promptly to the Company Securityholder Representative by the Surviving Pubco, (x) the Surviving Pubco may recover the amount of such NCP Contingent Payment Amount paid by any Acquired Company (if any) solely out of the NCP Contingent Payment Escrow Account (including the NCP Contingent Payment Escrow Amount and all interest, dividends, gains and other income thereon), and only to the extent that such amount is less than or equal to the amount then held in the NCP Contingent Payment Escrow Account, and no Company Equity Holder nor any other Person shall have any Liability to the Surviving Pubco or any of its Affiliates for any amount of such NCP Contingent Payment Amount which is in excess of the amount then held in the NCP Contingent Payment Escrow Account, and (y) the Escrow Agent shall disburse any amount remaining in the NCP Contingent Payment Escrow Account after a payment is made pursuant to clause (x) (or either (A) a binding agreement between the Company and the applicable counterparties under the NCP Agreement or (B) a final and binding determination is made that no NCP Contingent Payment Amount is payable in accordance with the terms of the NCP Agreement) (the “NCP Contingent Payment Remaining Amount”) to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be distributed to the Company Equity Holders pursuant to Section 2.2(b)(ii)(E). If, at the Effective Time, the NCP Contingent Payment Amount has not been determined in accordance with the NCP Agreement, the Company Securityholder Representative shall have the right to, at its expense, control the preparation of the Earn-Out Calculation Statement (as defined in the NCP Agreement), the review of the Final Earn-Out Calculation Statement (as defined in the NCP Agreement), the submission of an Earn-Out Calculation Objection Notice (as defined in the NCP Agreement), the negotiation of any items disputed in such Earn-Out Calculation Objection Notice, the negotiation, execution and delivery of the engagement agreement with, and the submission of the presentation to, the Neutral Accountant (as defined in the NCP Agreement), and control any litigation instituted in connection therewith, in each case to the fullest extent as if the Company Securityholder Representative were “Buyer” under the NCP Agreement. The Surviving Pubco shall and shall cause the Surviving Company to reasonably cooperate in such matters, including (i) providing reasonable access to the books and records of the Acquired Companies and to its independent accountants and their workpapers (upon delivery of a customary access letter to the extent required by such independent accountants) and (ii) submitting dispute notices and other notices and materials requested by the Company Securityholder Representative.

Adjustment Before and After the Closing. The Estimated Closing Adjustment and the Final Closing Adjustment shall be determined as set forth below in this Section 2.51.12: (a) No less The Closing Certificate, delivered pursuant to Section 1.7 shall include the calculation of the Estimated Closing Adjustment, including an estimated balance sheet balance sheet of Company as of 11:59 PM, Eastern time, on the day immediately prior to the Closing Date (the “Estimated Closing Balance Sheet”), together with all relevant backup materials, in reasonable detail. The Estimated Closing Adjustment and the Estimated Closing Balance Sheet shall be prepared in accordance with GAAP and the Working Capital Guidelines and Sample Calculation. The Working Capital Guidelines and Sample Calculations reflect the Closing Adjustment Items to be included in the Estimated Closing Adjustment, including estimated amounts in respect thereof as of the date of this Agreement, however, to the extent there are differences in inclusion, interpretation, or some other judgement between the Working Capital Guidelines and the Sample Calculation and GAAP, the Working Capital Guidelines and the Sample Calculation shall prevail. (b) Not later than three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to Parent a statement (the “Estimated Closing Adjustment Statement”), duly executed by an officer of the Company, setting forth the Company’s good faith estimate of the Closing Adjustment Items (the “Estimated Closing Adjustment”), including an estimated consolidated balance sheet of the Acquired Companies as of the Effective Time. The Estimated Closing Adjustment Statement (i) shall be derived in good faith from the Books and Records of the Acquired Companies and (ii) shall be prepared on a consolidated basis in accordance with generally accepted accounting principles in the United States (“GAAP”) using the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodologies as were used in preparation of the Base Balance Sheet. Promptly after delivering the Estimated Closing Adjustment Statement to Parent, the Company will meet with Parent (which meeting may be telephonic) to review and discuss the Estimated Closing Adjustment Statement, and the Company will consider in good faith Parent’s comments to the Estimated Closing Adjustment Statement, and, to the extent mutually agreed upon by the Company and Parent, both acting reasonably and in good faith, make any appropriate adjustments to the Estimated Closing Adjustment Statement prior to the Closing, which adjusted Estimated Closing Adjustment Statement shall thereafter become the Estimated Closing Adjustment Statement for all purposes of this Agreement; provided, however, that if the Company and Parent are unable to reach mutual agreement on any such adjustments, the Estimated Closing Adjustment Statement delivered by the Company shall be the Estimated Closing Adjustment Statement for all purposes of this Agreement. (b) Within seventy-five (75) calendar days months after the Closing Date, the Surviving Pubco Purchaser shall prepare and deliver to the Company Securityholder Equityholder Representative a the Purchaser’s closing adjustment statement (the “Closing Adjustment Statement”), duly executed by an officer of the Surviving Pubco, ) setting forth the Surviving Pubco’s determination of the Closing Adjustment Items, Items including an estimated consolidated a balance sheet of the Acquired Companies Company as of as of 11:59 PM, Eastern time, on the Effective Timeday immediately prior to the Closing Date together with all relevant calculations and backup materials, in reasonable detail. The Closing Adjustment Statement (i) shall be derived in good faith from the Books and Records of the Acquired Companies and (ii) shall be prepared on a consolidated basis in accordance with GAAP using and, to the same accounting methodsextent consistent with GAAP, policiesthe Working Capital Guidelines and Sample Calculations. The Closing Adjustment Statement delivered pursuant to this Section 1.12(b) shall be accompanied by a statement setting forth the amount, principlesif any, practices and procedures, with consistent classifications, judgments and estimation methodologies as were used in preparation by which the total of the Base Balance SheetClosing Adjustment Items is greater than, or less than, the Estimated Closing Adjustment. Following the delivery of the Closing Adjustment Statement to the Equityholder Representative, the Purchaser and the Surviving Corporation shall afford the Equityholder Representative the opportunity to examine the statements and such supporting schedules, analyses, and other underlying records or documentation as are reasonably necessary and appropriate. The Purchaser and the Surviving Corporation shall reasonably cooperate with the Equityholder Representative in such examination. The Closing Adjustment Statement, as proposed by the Surviving Pubco Purchaser pursuant to this Section 2.5(b1.12(b), shall be deemed for purposes of this Section 2.5 1.12 to be the “Final Closing Adjustment Statement”, ,” the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 1.12 to be the “Final Closing AdjustmentAdjustment Items” and each shall be final and binding on all Partiesparties to this Agreement and on all Stockholders, unless the Company Securityholder Equityholder Representative timely delivers to the Surviving Pubco Purchaser an Objection Notice (as defined below) in accordance with Section 2.5(c1.12(c). The Surviving Pubco shall, and shall cause the Surviving Company to, provide If Purchaser fails to the Company Securityholder Representative reasonable access to the Acquired Companies’ Books and Records as the Company Securityholder Representative may reasonably request in connection with its review of the Closing Adjustment Statement and shall cause the personnel of the Acquired Companies to reasonably cooperate with the Company Securityholder Representative in connection with its review of timely deliver the Closing Adjustment Statement, at the Equityholder Representative’s election, the Equityholder Representative may hire (at Purchaser’s sole cost and expense) an independent accountant to prepare the Statements and, in the case Equityholder Representative hires an independent accountant to prepare the Statements, the dispute process in Section 1.12(c) shall apply in a reciprocal fashion. (c) In the event that the Company Securityholder Equityholder Representative disputes the Closing Adjustment Statement delivered by the Surviving Pubco pursuant to Section 2.5(b) or the amount of any the Closing Adjustment Item reflected thereonItems, the Company Securityholder Equityholder Representative shall notify the Surviving Pubco Purchaser in writing (the “Objection Notice”) of the amount, nature and basis of such dispute, within thirty (30) 30 calendar days after delivery of the Closing Adjustment Statement pursuant to Section 2.5(b1.12(b). Any such Objection Notice shall specify in reasonable detail those items or amounts as to which the Company Securityholder Equityholder Representative disagrees and shall describe in reasonable detail (the basis for such dispute. The Surviving Pubco “Disputed Line Items”), and the Company Securityholder Equityholder Representative shall use commercially reasonable efforts be deemed to resolve such differences regarding have agreed with all other items and amounts contained in the determination Closing Adjustment Statement and the amount of the disputed items or Closing Adjustment Items delivered pursuant to Section 1.12(b). If Equityholder Representative fails to timely deliver an Objection Notice, the amounts for set forth in the Closing Adjustment Statement shall be deemed to be final and binding on the Parties. In the event of a period of thirty (30) calendar days after dispute, Purchaser and the Surviving Pubco’s receipt Equityholder Representative shall first negotiate in good faith to reach agreement on the Disputed Line Items in order to determine the amount of the Objection NoticeClosing Adjustment Items, which amount shall not be more than Purchaser’s calculation delivered pursuant to Section 1.12(b) nor less than the Equityholder Representative’s calculation delivered pursuant to this Section 1.12(c). If the Surviving Pubco Purchaser and the Company Securityholder Equityholder Representative reach a final resolution on the Closing Adjustment Statement Disputed Line Items within thirty (30) calendar 30 days after the Surviving PubcoPurchaser’s receipt of the Objection Notice (or within any additional period as mutually agreed to between the Surviving Pubco Purchaser and the Company Securityholder Equityholder Representative), then the Closing Adjustment Statement agreed upon by the Surviving Pubco Purchaser and the Company Securityholder Equityholder Representative shall be deemed for purposes of this Section 2.5 1.12 to be the “Final Closing Adjustment Statement”, ,” the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 1.12 to be the “Final Closing AdjustmentAdjustment Items” and each shall be final and binding on the Partiesall parties to this Agreement and on all Stockholders. (d) If the Company Securityholder Representative Purchaser and the Surviving Pubco do not reach a final resolution on Equityholder Representative are unable to resolve the items in the Objection Notice Disputed Line Items within thirty (30) calendar days after delivery of the Objection Notice, unless then any remaining Disputed Line Items shall be submitted to Xxxxx Xxxxxxxx LLP or another accounting firm or entity mutually acceptable to the Company Securityholder Representative Purchaser and the Surviving Pubco mutually agree Equityholder Representative (the “Neutral Accountant”). All determinations and calculations pursuant to continue their efforts this Section 1.12(d) shall (i) consider only the Disputed Line Items that remain in dispute, (ii) be a value that is not more than Purchaser’s calculation delivered pursuant to resolve such differencesSection 1.12(b) nor less than the Equityholder Representative’s calculation delivered pursuant to Section 1.12(c), the Surviving Pubco (iii) be in writing, and (iv) be delivered to Purchaser and the Company Securityholder Equityholder Representative shall engage the Neutral Accountant within fifteen (15) calendar days thereafter (providedas promptly as practicable, that if the Neutral Accountant does not accept its appointment or if the Company Securityholder Representative and the Surviving Pubco cannot agree on the Neutral Accountantin any event, in either case during such fifteen (15) calendar day period, then the Company Securityholder Representative or the Surviving Pubco may require, by written notice to the other, that the Neutral Accountant be selected by the New York City Regional Office of the American Arbitration Association in accordance with its procedures). The Neutral Accountant shall resolve such differences pursuant to an engagement agreement executed by the Company Securityholder Representative, the Surviving Pubco and the Neutral Accountant in accordance with this Section 2.5(d). Each of the Surviving Pubco and the Company Securityholder Representative shall submit to the Neutral Accountant (with a copy delivered to the other party on the same day), within ten (10) days after the date of the engagement of the Neutral Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions with respect to the Closing Adjustment Items set forth in the Objection Notice. Each of the Surviving Pubco and the Company Securityholder Representative may (but shall not be required to) submit to the Neutral Accountant (with a copy delivered to the other party on the same day), within twenty (20) calendar days after the date of the engagement of the Neutral Accountant, a memorandum responding to the initial memorandum submitted to the Neutral Accountant by the other party. None of the Surviving Pubco, the Company Securityholder Representative, any other Party hereto or any of their respective Affiliates shall have any ex parte communications or meetings with the Neutral Accountant regarding the subject matter hereof without the other party’s prior written consent. The Neutral Accountant shall be given reasonable access to all relevant records of the Surviving Pubco and the Surviving Company to calculate the Closing Adjustment Statement. The Neutral Accountant shall act as an expert in accounting to determine only the Closing Adjustment Items set forth in the Objection Notice still in dispute and shall be limited to those adjustments, if any, required to be made for the Final Closing Adjustment to comply with the provisions of this Agreement. The Surviving Pubco, the Company Securityholder Representative and the other Parties hereto shall use their reasonable best efforts to cause the Neutral Accountant to issue its written determination regarding the Closing Adjustment Items set forth in the Objection Notice within thirty (30) calendar days after such items are from the date that the dispute is submitted for reviewto it. Absent fraud Fraud or manifest error, the Closing Adjustment Statement as finally determined by the Neutral Accountant shall be deemed for purposes of this Section 2.5 1.12 to be the “Final Closing Adjustment Statement”, ,” the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 1.12 to be the “Final Closing AdjustmentAdjustment Items” and each shall be final and binding on all Partiesparties to this Agreement and on all Stockholders. In determining the Closing Adjustment Statement and the Closing Adjustment Items, the Neutral Accountant shall act as an expert and not as an arbitrator. A judgment on the determination made by the Neutral Accountant pursuant to this Section 2.5 1.12 may be entered in and enforced by any court having jurisdiction. (e) The Neutral Accountant Purchaser and the Equityholder Representative (on behalf of the Equityholders) shall not be authorized or permitted to: (i) determine any questions or matters whatsoever under or each bear its own fees and expenses in connection with this Agreement except for the resolution of differences between disputes pursuant to Section 1.12(d); provided, however, that the Company Securityholder Representative and the Surviving Pubco regarding the determination of the Closing Adjustment Statement and the Closing Adjustment Items in accordance with this Section 2.5; (ii) resolve any such differences by making an adjustment to the Closing Adjustment Statement that is outside of the range defined by amounts as finally proposed by the Company Securityholder Representative and the Surviving Pubco; or (iii) apply any accounting methods, treatments, principles or procedures other than as described in this Section 2.5. (f) The fees and disbursements expenses of the Neutral Accountant shall be borne by the Surviving Pubco. (g) If Equityholders, on the amount of one hand, and Purchaser, on the Final Closing Adjustment is greater than the Estimated Closing Adjustmentother hand, then the Company Securityholder Representative shall, within three (3) Business Days after the date of determination of the Final Closing Adjustment, direct the Escrow Agent to (i) deliver a number of Adjustment Escrow Units (and, in proportion to the extent in excess amounts by which the respective proposals of the Adjustment Escrow Units, other Adjustment Escrow Property) to the Surviving Company, equal to the lesser of (x) the quotient obtained by dividing (A) the amount of any such excess by (B) the Per Share Price, which such Adjustment Escrow Units shall be cancelled by the Surviving Company and (y) the entire Adjustment Escrow Property and (ii) to the extent that, after delivery of the Adjustment Escrow Property to the Surviving Company, there is remaining Adjustment Escrow Property held by the Escrow Agent, deliver such remaining Adjustment Escrow Property (the “Remaining Amount”) to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be delivered to the Company Equity Holders pursuant to Section 2.2(b)(ii)(C). (h) If the amount of the Estimated Closing Adjustment is greater than the Final Closing Adjustment (any such excess, the “Excess Amount”), then, within three (3) Business Days after the date of determination of the Final Closing Adjustment, (i) the Surviving Company shall issue a number of Surviving Company Membership Units to the Company Equity Holders pursuant to Section 2.2(b)(ii)(D), in each case equal to the lesser of (x) the quotient obtained by dividing (A) the Excess Amount by (B) the Per Share Price, and (y) the entire Adjustment Escrow Property and (ii) the Surviving Pubco shall direct the Escrow Agent to disburse the Adjustment Escrow Property to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be delivered to the Company Equity Holders pursuant to Section 2.2(b)(ii)(E). (i) The Parties agree that the procedures set forth in this Section 2.5 shall be the sole and exclusive method for resolving any disputes with respect to the determination of the Final Closing Adjustment Statement Purchaser and the Final Closing Adjustment; provided, that this provision shall not prohibit the Surviving Pubco or the Company Securityholder Equityholder Representative differed from instituting litigation to enforce the determination of the Neutral Accountant’s final determination. (j) If an NCP Contingent Payment Escrow Amount has been deposited with the Escrow Agent pursuant to Section 2.2(a)(iii), within five (5) Business Days after the earlier of (i) payment of the NCP Contingent Payment Amount being made by any Acquired Company (or the Surviving Pubco or any of its Affiliates) (without any further obligations of any Acquired Company for any additional NCP Contingent Payment Amount) and (ii) either (A) a binding agreement between the Company and the applicable counterparties under the NCP Agreement or (B) a final and binding determination that no NCP Contingent Payment Amount is payable in accordance with the terms of the NCP Agreement, evidence of which shall be provided promptly to the Company Securityholder Representative by the Surviving Pubco, (x) the Surviving Pubco may recover the amount of such NCP Contingent Payment Amount paid by any Acquired Company (if any) solely out of the NCP Contingent Payment Escrow Account (including the NCP Contingent Payment Escrow Amount and all interest, dividends, gains and other income thereon), and only to the extent that such amount is less than or equal to the amount then held in the NCP Contingent Payment Escrow Account, and no Company Equity Holder nor any other Person shall have any Liability to the Surviving Pubco or any of its Affiliates for any amount of such NCP Contingent Payment Amount which is in excess of the amount then held in the NCP Contingent Payment Escrow Account, and (y) the Escrow Agent shall disburse any amount remaining in the NCP Contingent Payment Escrow Account after a payment is made pursuant to clause (x) (or either (A) a binding agreement between the Company and the applicable counterparties under the NCP Agreement or (B) a final and binding determination is made that no NCP Contingent Payment Amount is payable in accordance with the terms of the NCP Agreement) (the “NCP Contingent Payment Remaining Amount”) to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be distributed to the Company Equity Holders pursuant to Section 2.2(b)(ii)(E). If, at the Effective Time, the NCP Contingent Payment Amount has not been determined in accordance with the NCP Agreement, the Company Securityholder Representative shall have the right to, at its expense, control the preparation of the Earn-Out Calculation Statement (as defined in the NCP Agreement), the review of the Final Earn-Out Calculation Statement (as defined in the NCP Agreement), the submission of an Earn-Out Calculation Objection Notice (as defined in the NCP Agreement), the negotiation of any items disputed in such Earn-Out Calculation Objection Notice, the negotiation, execution and delivery of the engagement agreement with, and the submission of the presentation to, the Neutral Accountant (as defined in the NCP Agreement), and control any litigation instituted in connection therewith, in each case to the fullest extent as if the Company Securityholder Representative were “Buyer” under the NCP Agreement. The Surviving Pubco shall and shall cause the Surviving Company to reasonably cooperate in such matters, including (i) providing reasonable access to the books and records of the Acquired Companies and to its independent accountants and their workpapers (upon delivery of a customary access letter to the extent required by such independent accountants) and (ii) submitting dispute notices and other notices and materials requested by the Company Securityholder Representative.

Adjustment Before and After the Closing. The Estimated Closing Adjustment Cash Payment and the Final Additional Closing Adjustment Payment (if the IPO Closing or a Change of Control of EIG Holdings occurs prior to the Closing and the Seller has not made an election to receive the Closing Promissory Note in lieu of the Additional Closing Payment) shall be initially determined and subject to adjustment as set forth below in this Section 2.5follows: (a) No less Not later than three (3) Business Days business days prior to the Closing Date, the Company Seller shall prepare and deliver to Parent the Buyers a statement setting forth the Seller’s good faith estimate of (i) the Closing Cash Payment (the “Estimated Closing Adjustment Cash Payment”) and (ii) if the IPO Closing or a Change of Control of EIG Holdings occurs prior to the Closing and the Seller has not made an election to receive the Closing Promissory Note in lieu of the Additional Closing Payment, the Additional Closing Payment (the “Estimated Additional Closing Payment”), in each case, setting forth each component thereof as specified on Schedule I hereto together with all material relevant backup materials, in detail reasonably acceptable to the Buyers (collectively the “Estimated Closing Consideration Statement”), duly executed by an officer and a certificate of the Company, setting forth Chief Executive Officer and Chief Financial Officer of the Company’s Seller that the Estimated Closing Consideration Statement was prepared reasonably and in good faith estimate in accordance with Applicable Accounting Principles applied consistently with the past practices of the Business (to the extent such past practices are consistent with Applicable Accounting Principles). Schedule I attached hereto also reflects the estimated amounts in respect of each component of the Closing Adjustment Items (Cash Payment and the “Estimated Additional Closing Adjustment”), including an estimated consolidated balance sheet of the Acquired Companies Payment as of the Effective Timedate of this Agreement. The If within two (2) business days following receipt of the Estimated Closing Adjustment Statement (i) Consideration Statement, the Buyers have not given the Seller notice of their objection to any of the information on the Estimated Closing Consideration Statement, then the Estimated Closing Cash Payment and the Estimated Additional Closing Payment, if any, shall be derived as set forth thereon. If the Buyers give such a notice of objection, the Seller and the Buyers will work together in good faith from to resolve the Books and Records of the Acquired Companies and (ii) shall be prepared on a consolidated basis issues in accordance with generally accepted accounting principles in the United States (“GAAP”) using the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodologies as were used in preparation of the Base Balance Sheetdispute. Promptly after delivering the Estimated Closing Adjustment Statement to ParentIf all disputed issues are resolved, the Company will meet with Parent (which meeting may be telephonic) to review and discuss the Estimated Closing Adjustment Statement, and the Company will consider in good faith Parent’s comments to the Estimated Closing Adjustment Statement, and, to the extent mutually amounts as agreed upon by the Company Buyers and Parent, both acting reasonably and in good faith, make any appropriate adjustments to the Estimated Closing Adjustment Statement prior to the Closing, which adjusted Estimated Closing Adjustment Statement shall thereafter become the Estimated Closing Adjustment Statement for all purposes of this Agreement; provided, however, that if the Company and Parent are unable to reach mutual agreement on any such adjustments, the Estimated Closing Adjustment Statement delivered by the Company Seller shall be the Estimated Closing Adjustment Cash Payment and the Estimated Additional Closing Payment, if any. If the Buyers and the Seller are unable to resolve all such disputed issues within one (1) business day following the Buyers’ delivery of such notice of objection to the Estimated Closing Consideration Statement, then the Estimated Closing Cash Payment and the Estimated Additional Closing Payment, if any, shall be equal to the amounts set forth on the Estimated Closing Consideration Statement for all purposes as adjusted in good faith by the Seller in light of the objections raised by the Buyers. The Estimated Closing Cash Payment and the Estimated Additional Closing Payment, if any, as agreed upon pursuant to this AgreementSection 1.5(a) shall be the amounts paid to the Seller at Closing in accordance with Section 1.3, which amounts will be adjusted pursuant to Sections 1.5(b)-(f). (b) Within seventy-five Not later than ninety (7590) calendar days after the Closing Date, the Surviving Pubco Buyers shall prepare and deliver to the Company Securityholder Representative its calculation of (i) the Closing Cash Payment, (ii) if the IPO Closing or a statement Change of Control of EIG Holdings occurs prior to the Closing and the Seller has not made an election to receive the Closing Promissory Note in lieu of the Additional Closing Payment, the Additional Closing Payment, and (iii) a calculation of (A) the difference, if any, between the Estimated Closing Cash Payment and the Closing Cash Payment as calculated by the Buyers and (B) if the IPO Closing or a Change of Control of EIG Holdings occurs prior to the Closing and the Seller has not made an election to receive the Closing Promissory Note in lieu of the Additional Closing Payment the difference, if any, between (1) the Estimated Closing Cash Payment plus the Estimated Additional Closing Payment (the “Estimated Closing Consideration”) and (2) the Closing Cash Payment plus the Additional Closing Payment as calculated by the Buyers (the “Closing Adjustment Consideration”), in each case setting forth each element thereof, in detail reasonably acceptable to the Representative, together with all relevant backup materials (the “Closing Consideration Statement”), duly executed by an officer . The Closing Consideration Statement shall be prepared in accordance with Applicable Accounting Principles applied consistently with the past practices of the Surviving Pubco, setting forth Business (to the Surviving Pubco’s determination extent such past practices are consistent with Applicable Accounting Principles). (c) The Representative shall have a period of thirty (30) calendar days after the delivery of the Closing Adjustment ItemsConsideration Statement to review the Closing Consideration Statement. The Representative will be given reasonable access (including electronic access, including an estimated consolidated balance sheet to the extent available), during normal business hours, to the applicable books, records, properties and personnel of the Acquired Buyers and the Companies as (including those used in connection with the calculation, and those who assisted in the preparation, of the Effective Time. The Closing Adjustment Statement (iConsideration Statement) shall be derived in good faith from the Books and Records of the Acquired Companies and (ii) shall be prepared on a consolidated basis in accordance with GAAP using the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodologies as were used in preparation of the Base Balance Sheet. The Closing Adjustment Statement, as proposed by the Surviving Pubco pursuant to this Section 2.5(b), shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment Statement”, verifying the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment” and each shall be final and binding on all Parties, unless the Company Securityholder Representative timely delivers to the Surviving Pubco an Objection Notice in accordance with Section 2.5(c). The Surviving Pubco shall, and shall cause the Surviving Company to, provide to the Company Securityholder Representative reasonable access to the Acquired Companies’ Books and Records as the Company Securityholder Representative may reasonably request in connection with its review of the Closing Adjustment Statement and shall cause the personnel of the Acquired Companies to reasonably cooperate with the Company Securityholder Representative in connection with its review of the Closing Adjustment Consideration Statement. (cd) In the event that the Company Securityholder Representative disputes any of the information set forth on the Closing Adjustment Statement delivered by the Surviving Pubco pursuant to Section 2.5(b) or the amount of any Closing Adjustment Item reflected thereonConsideration Statement, the Company Securityholder Representative shall notify the Surviving Pubco Buyers in writing (of the “Objection Notice”) amount, nature and basis of such dispute, within thirty (30) calendar days after delivery of the Closing Adjustment Consideration Statement pursuant to Section 2.5(b(the “Dispute Notice”). Any such Objection Dispute Notice shall specify those items elements or amounts as to which the Company Securityholder Representative disagrees and shall describe in provide reasonable detail for the basis for of such dispute. The Surviving Pubco Delivery by the Representative of a Dispute Notice shall constitute final and binding acceptance by the Representative of all elements and amounts set forth on the Closing Consideration Statement other than those specifically identified in the Dispute Notice as being subject to a good faith dispute. In the event that the Representative delivers a timely Dispute Notice, the Buyers and the Company Securityholder Representative shall first use commercially reasonable efforts to resolve such differences regarding the determination of the disputed items or amounts their Reasonable Best Efforts for a period of thirty (30) calendar days after to reach agreement on the Surviving Pubcodisputed elements or amounts identified in the Dispute Notice, which amounts shall not be less than the Buyers’ calculation delivered pursuant to Section 1.5(b) nor more than the Representative’s receipt of the Objection Notice. calculation delivered pursuant to this Section 1.5(d). (i) If the Surviving Pubco Buyers and the Company Securityholder Representative reach a final resolution on the Closing Adjustment Statement within thirty (30) calendar days after the Surviving Pubco’s receipt of the Objection Notice (or within any additional period as mutually agreed to between the Surviving Pubco and the Company Securityholder Representative)resolve all such differences during such time, then the Closing Adjustment Consideration Statement agreed upon as modified by the Surviving Pubco and the Company Securityholder Representative resolutions they agree to shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment Statement”, set forth the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 to be Cash Payment and the “Final Additional Closing Adjustment” and each shall be final and binding on the PartiesPayment, if any. (dii) If the Company Securityholder Representative Buyers and the Surviving Pubco do not reach a final resolution on Representative are unable to resolve the items in the Objection Notice dispute within thirty (30) calendar days after delivery of the Objection Dispute Notice, then, unless the Company Securityholder Representative Buyers and the Surviving Pubco Representative mutually agree to continue their efforts to resolve such differences, any remaining elements or amounts in dispute shall be submitted to an independent nationally recognized accounting firm selected in writing by the Surviving Pubco Representative and the Company Securityholder Buyer or, if the Representative shall engage and the Neutral Accountant Buyers fail or refuse to select a firm within fifteen ten (1510) calendar days thereafter (provided, that if after written request therefor by the Neutral Accountant does not accept its appointment or if the Company Securityholder Representative and the Surviving Pubco cannot agree on the Neutral Accountant, in either case during such fifteen (15) calendar day period, then the Company Securityholder Representative or the Surviving Pubco may requireBuyers, by written notice to such an independent nationally recognized accounting firm shall be Ernst & Young (the other, that the “Neutral Accountant be selected by the New York City Regional Office of the American Arbitration Association in accordance with its proceduresAccountant”). The Neutral Accountant shall be instructed to resolve such differences pursuant the elements and amounts as to an engagement agreement executed by which disagreement between the Company Securityholder Representative, the Surviving Pubco Buyers and the Neutral Accountant in accordance with this Section 2.5(d). Each of the Surviving Pubco Representative then exists (and the Company Securityholder Representative shall submit to the Neutral Accountant (with a copy delivered to the other party on the same day), within ten (10only such items) days after the date of the engagement of the Neutral Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions with respect to the Closing Adjustment Items set forth in the Objection Notice. Each of the Surviving Pubco and the Company Securityholder Representative may (but shall not be required to) submit to the Neutral Accountant (with a copy delivered to the other party on the same day), within twenty (20) calendar days after the date of the engagement of the Neutral Accountant, a memorandum responding to the initial memorandum submitted to the Neutral Accountant by the other party. None of the Surviving Pubco, the Company Securityholder Representative, any other Party hereto or any of their respective Affiliates shall have any ex parte communications or meetings with the Neutral Accountant regarding the subject matter hereof without the other party’s prior written consent. The Neutral Accountant shall be given reasonable access to all relevant records of the Surviving Pubco and the Surviving Company to calculate the resulting Closing Adjustment Statement. The Neutral Accountant shall act as an expert in accounting to determine only Cash Payment and the Additional Closing Adjustment Items set forth in the Objection Notice still in dispute and shall be limited to those adjustmentsPayment, if any, required to be made for the Final Closing Adjustment to comply with the provisions of this Agreementas promptly as practicable. The Surviving Pubco, the Company Securityholder Representative and the other Parties hereto shall use their reasonable best efforts to cause the Neutral Accountant to issue its written determination regarding the Closing Adjustment Items set forth in the Objection Notice within thirty (30) calendar days after such items are submitted for review. Absent fraud or manifest error, the Closing Adjustment Statement as finally determined by of the Neutral Accountant shall be deemed for purposes based solely on written submissions of this Section 2.5 to the Buyers, on the one hand, and Representative, on the other hand, and will not involve independent review. Any determination of such amounts by the Neutral Accountant will not be outside the “Final Closing Adjustment Statement”, range established by the amounts in the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment” and each shall be final and binding on all Parties. In determining the Closing Adjustment Consideration Statement and the Closing Adjustment ItemsDispute Notice. Absent manifest error, the determination of the Neutral Accountant as to the resolution of any dispute shall act as an expert be binding and not as an arbitratorconclusive upon all Parties. A judgment on the determination made by the Neutral Accountant pursuant to this Section 2.5 1.5 may be entered in and enforced by any court having jurisdictionjurisdiction thereover. (e) The fees and expenses of the Neutral Accountant shall not be authorized or permitted to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between disputes pursuant to Section 1.5(d) shall be borne by the Company Securityholder Representative Buyers and the Surviving Pubco regarding Representative on behalf of the Seller in inverse proportion as they prevail on matters resolved by the Neutral Accountant, which proportional allocations also shall be determined by the Neutral Accountant. For example, if the Buyers’ calculation of the Closing Consideration is $1,000 less than the Estimated Closing Consideration, and the Representative contests only $500 of that difference, then if the Neutral Accountant ultimately resolves the dispute by awarding the Representative $300 of the $500 contested, then the costs and expenses of the Neutral Accountant will be allocated 60% (i.e., 300 ÷ 500) to the Buyers and 40% (i.e., 200 ÷ 500) to the Representative. (f) If the Representative does not deliver a Dispute Notice to the Buyers within thirty (30) days after delivery of the Closing Consideration Statement, then the Closing Cash Payment and the Additional Closing Payment, if any, set forth in the Closing Consideration Statement shall be deemed to be accepted by all Parties as set forth thereon. (g) Immediately upon the determination of the Closing Adjustment Statement Cash Payment and the Additional Closing Adjustment Items in accordance with this Payment, if any, pursuant to Section 2.5;1.5(b)-(f): (iii) resolve any such differences by making an adjustment to if the Closing Adjustment Statement that is outside of the range defined by amounts as finally proposed by the Company Securityholder Representative Promissory Note was issued at Closing and the Surviving Pubco; orremains outstanding then: (iiiA) apply any accounting methods, treatments, principles or procedures other than as described in this Section 2.5. (f) The fees and disbursements of the Neutral Accountant shall be borne by the Surviving Pubco. (g) If if the amount of the Final Closing Adjustment is greater than Cash Payment exceeds the Estimated Closing Adjustment, then the Company Securityholder Representative shall, within three (3) Business Days after the date of determination of the Final Closing Adjustment, direct the Escrow Agent to (i) deliver a number of Adjustment Escrow Units (and, to the extent in excess of the Adjustment Escrow Units, other Adjustment Escrow Property) to the Surviving Company, equal to the lesser of (x) the quotient obtained by dividing (A) the amount of any such excess by (B) the Per Share Price, which such Adjustment Escrow Units shall be cancelled by the Surviving Company and (y) the entire Adjustment Escrow Property and (ii) to the extent that, after delivery of the Adjustment Escrow Property to the Surviving Company, there is remaining Adjustment Escrow Property held by the Escrow Agent, deliver such remaining Adjustment Escrow Property (the “Remaining Amount”) to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be delivered to the Company Equity Holders pursuant to Section 2.2(b)(ii)(C). (h) If the amount of the Estimated Closing Adjustment is greater than the Final Closing Adjustment (any such excess, the “Excess Amount”)Cash Payment, then, within three (3) Business Days after the date of determination of the Final Closing Adjustment, (i) the Surviving Company shall issue a number of Surviving Company Membership Units to the Company Equity Holders pursuant to Section 2.2(b)(ii)(D), in each case equal to the lesser of (x) the quotient obtained by dividing (A) the Excess Amount by (B) the Per Share Price, and (y) the entire Adjustment Escrow Property and (ii) the Surviving Pubco shall direct the Escrow Agent to disburse the Adjustment Escrow Property to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be delivered to the Company Equity Holders pursuant to Section 2.2(b)(ii)(E). (i) The Parties agree that the procedures set forth in this Section 2.5 shall be the sole and exclusive method for resolving any disputes with respect to the determination of the Final Closing Adjustment Statement and the Final Closing Adjustment; provided, that this provision shall not prohibit the Surviving Pubco or the Company Securityholder Representative from instituting litigation to enforce the determination of the Neutral Accountant. (j) If an NCP Contingent Payment Escrow Amount has been deposited with the Escrow Agent pursuant to Section 2.2(a)(iii), within five (5) Business Days after Days, the earlier of Buyers will pay to the Seller an amount in cash equal to such excess; or (iB) payment if the amount of the NCP Contingent Closing Cash Payment Amount being made is equal to the amount of the Estimated Closing Cash Payment, then no action shall be taken by any Acquired Company Party; or (C) if the amount of the Estimated Closing Cash Payment exceeds the Closing Cash Payment, then the then Outstanding Principal Amount of the Closing Promissory Note shall be reduced by the amount of such excess; or (ii) if the Closing Promissory Note was not issued at Closing or the Closing Promissory Note does not remain outstanding, then, (A) if the Closing Consideration exceeds the Estimated Closing Consideration, then within five (5) Business Days, the Buyers will pay to the Seller an amount in cash equal to such excess; (B) if the amount of the Closing Consideration is equal to the amount of the Estimated Closing Consideration, then no action shall be taken by any Party; or (C) if the amount of the Estimated Closing Consideration exceeds the Closing Share Consideration, then the Seller will pay to the Buyers, within five (5) Business Days, an amount in cash equal to such excess by wire transfer of immediately available funds and if the Seller fails to pay, in addition to all other remedies available to the Buyers, the Buyers may deduct an amount equal to such excess from the Escrow Amount, if any, or may offset such excess against any amounts owed to the Buyers under any other agreement between the Buyers (or any if its Affiliates) and the Surviving Pubco Seller (or any of its Affiliates) (without any further obligations of any Acquired Company for any additional NCP Contingent Payment Amount) and (ii) either (A) a binding agreement between the Company and the applicable counterparties under the NCP Agreement or (B) a final and binding determination that no NCP Contingent Payment Amount is payable in accordance with the terms of the NCP Agreement, evidence of which shall be provided promptly to the Company Securityholder Representative by the Surviving Pubco, (x) the Surviving Pubco may recover the amount of such NCP Contingent Payment Amount paid by any Acquired Company (if any) solely out of the NCP Contingent Payment Escrow Account (including the NCP Contingent Payment Escrow Amount and all interest, dividends, gains and other income thereon), and only to the extent that such amount is less than or equal to the amount then held in the NCP Contingent Payment Escrow Account, and no Company Equity Holder nor any other Person shall have any Liability to the Surviving Pubco or any of its Affiliates for any amount of such NCP Contingent Payment Amount which is in excess of the amount then held in the NCP Contingent Payment Escrow Account, and (y) the Escrow Agent shall disburse any amount remaining in the NCP Contingent Payment Escrow Account after a payment is made pursuant to clause (x) (or either (A) a binding agreement between the Company and the applicable counterparties under the NCP Agreement or (B) a final and binding determination is made that no NCP Contingent Payment Amount is payable in accordance with the terms of the NCP Agreement) (the “NCP Contingent Payment Remaining Amount”) to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be distributed to the Company Equity Holders pursuant to Section 2.2(b)(ii)(E). If, at the Effective Time, the NCP Contingent Payment Amount has not been determined in accordance with the NCP Agreement, the Company Securityholder Representative shall have the right to, at its expense, control the preparation of the Earn-Out Calculation Statement (as defined in the NCP Agreement), the review of the Final Earn-Out Calculation Statement (as defined in the NCP Agreement), the submission of an Earn-Out Calculation Objection Notice (as defined in the NCP Agreement), the negotiation of any items disputed in such Earn-Out Calculation Objection Notice, the negotiation, execution and delivery of the engagement agreement with, and the submission of the presentation to, the Neutral Accountant (as defined in the NCP Agreement), and control any litigation instituted in connection therewith, in each case to the fullest extent as if the Company Securityholder Representative were “Buyer” under the NCP Agreement. The Surviving Pubco shall and shall cause the Surviving Company to reasonably cooperate in such matters, including (i) providing reasonable access to the books and records of the Acquired Companies and to its independent accountants and their workpapers (upon delivery of a customary access letter to the extent required by such independent accountants) and (ii) submitting dispute notices and other notices and materials requested by the Company Securityholder Representative.

Adjustment Before and After the Closing. (a) The Estimated Closing Adjustment and the Final Closing Adjustment shall be determined as set forth below in this Section 2.5: (a) No less 1.6: Not later than three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to Parent the Buyer a statement in the form of the Closing Adjustment Statement (the “Estimated Closing Adjustment Statement”), duly executed by an officer of the Company, ) setting forth the Company’s good faith and reasonable estimate of the Closing Adjustment Items (the “Estimated Closing Adjustment”), including an estimated consolidated balance sheet of the Acquired Group Companies as of 11:59 PM Eastern time on the Effective Timeday immediately prior to the Closing Date, together with relevant backup materials reasonably requested by Buyer. The Estimated Closing Adjustment Statement (i) shall be derived in good faith from the Books and Records of the Acquired Companies and (ii) such consolidated balance sheet shall be prepared on a consolidated basis in accordance with generally accepted accounting principles in the United States (“GAAP”) using Accounting Principles. From the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodologies as were used in preparation delivery of the Base Balance Sheet. Promptly after delivering the Estimated Closing Adjustment Statement to Parent, the Company will meet with Parent (which meeting may be telephonic) to review and discuss the Estimated Closing Adjustment Statement, the Buyer and its accountants shall, upon reasonable notice and during normal business hours, be permitted to discuss with representatives of the Group Companies and their accountants the Estimated Closing Adjustment Statement and shall be provided copies of, and have reasonable access, upon reasonable notice at reasonable times during normal business hours, to the work papers and supporting records of the Group Companies to the extent reasonably necessary to allow the Buyer and its accountants to verify the accuracy of the Estimated Closing Adjustment Statement; provided, however, that the foregoing right of access shall not require furnishing information that, (i) in the reasonable opinion of counsel, would violate any Law or result in the waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information that cannot be preserved with a customary common interest or similar agreement, or (ii) would violate or cause a default under, or give a third party the right to terminate or accelerate the rights under, any Contract in effect as of the date hereof. The Company will consider consider, in good faith Parent’s faith, any reasonable comments to the Estimated Closing Adjustment Statement, and, to the extent mutually agreed upon Statement made by the Company and Parent, both acting reasonably and Buyer in good faith, make any appropriate adjustments to the Estimated Closing Adjustment Statement prior to the Closing, which adjusted Estimated Closing Adjustment Statement shall thereafter become the Estimated Closing Adjustment Statement for all purposes of this Agreement; provided, however, that if the Company and Parent are unable to reach mutual agreement on any such adjustments, the Estimated Closing Adjustment Statement delivered by the Company shall be the Estimated Closing Adjustment Statement for all purposes of this Agreement. (b) Within seventy-five (75) calendar days after the Closing Date, the Surviving Pubco shall prepare and deliver to the Company Securityholder Representative a statement (the “Closing Adjustment Statement”), duly executed by an officer of the Surviving Pubco, setting forth the Surviving Pubco’s determination of the Closing Adjustment Items, including an estimated consolidated balance sheet of the Acquired Companies as of the Effective Time. The Closing Adjustment Statement (i) shall be derived in good faith from the Books and Records of the Acquired Companies and (ii) shall be prepared on a consolidated basis in accordance with GAAP using the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodologies as were used in preparation of the Base Balance Sheet. The Estimated Closing Adjustment Statement, as proposed by the Surviving Pubco Company pursuant to this Section 2.5(b1.6(a), shall be deemed for purposes of this Section 2.5 1.6 to be the “Final Closing Adjustment Statement”,” the Estimated Closing Adjustment items reflected thereon shall be deemed for purposes of this Section 1.6 to be the “Final Closing Adjustment Items” and each shall be final and binding on the Buyer and the Sellers, unless the Buyer timely delivers to Equityholder Representative the Closing Adjustment Statement in accordance with Section 1.6(b). (b) Not later than thirty (30) calendar days after the Closing Date, the Buyer shall deliver to the Equityholder Representative the Closing Adjustment Statement, including a consolidated balance sheet of the Group Companies as of 11:59 PM Eastern time on the day immediately prior to the Closing Date. The Closing Adjustment Statement and such consolidated balance sheet shall be prepared in accordance with the Accounting Principles. The Closing Adjustment Statement delivered pursuant to this Section 1.6(b) shall be accompanied by a statement setting forth the amount, if any, by which the total of the Closing Adjustment Items is greater than, or less than, the Estimated Closing Adjustment. The Closing Adjustment Statement, as proposed by Buyer pursuant to this Section 1.6(b), shall be deemed for purposes of this Section 1.6 to be the “Final Closing Adjustment Statement,” the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 1.6 to be the “Final Closing AdjustmentAdjustment Items” and each shall be final and binding on all Partiesthe Buyer and the Sellers, unless the Company Securityholder Equityholder Representative timely delivers to the Surviving Pubco Buyer an Objection Notice in accordance with Section 2.5(c1.6(c). The Surviving Pubco shall, and shall cause the Surviving Company to, provide to the Company Securityholder Representative reasonable access to the Acquired Companies’ Books and Records as the Company Securityholder Representative may reasonably request in connection with its review of the Closing Adjustment Statement and shall cause the personnel of the Acquired Companies to reasonably cooperate with the Company Securityholder Representative in connection with its review of the Closing Adjustment Statement. (c) In the event that the Company Securityholder Equityholder Representative disputes the Closing Adjustment Statement delivered by the Surviving Pubco pursuant to Section 2.5(b) or the amount of any the Closing Adjustment Item reflected thereonItems, the Company Securityholder Equityholder Representative shall notify the Surviving Pubco Buyer in writing (the “Objection Notice”) of the amount, nature and basis of such dispute, within thirty (30) calendar days after delivery of the Closing Adjustment Statement pursuant to Section 2.5(b1.6(b). Any such Objection Notice shall specify those items or amounts as to which the Company Securityholder Equityholder Representative disagrees and shall describe in reasonable detail the basis for such dispute. The Surviving Pubco disagrees, and the Company Securityholder Equityholder Representative shall use commercially reasonable efforts be deemed to resolve have agreed with all other items and amounts contained in the Closing Adjustment Statement and the amount of the other Closing Adjustment Items delivered pursuant to Section 1.6(b). In the event of such differences regarding a dispute, the determination of Buyer and the Equityholder Representative shall first negotiate in good faith to reach agreement on the disputed items or amounts for a period of thirty (30) calendar days after in order to determine the Surviving Pubco’s receipt amount of the Objection NoticeClosing Adjustment Items, which amount shall not be more than the Buyer’s calculation delivered pursuant to Section 1.6(b) nor less than the Equityholder Representative’s calculation delivered pursuant to this Section 1.6(c). If the Surviving Pubco Buyer and the Company Securityholder Equityholder Representative reach a final resolution on the Closing Adjustment Statement within thirty (30) calendar days after the Surviving PubcoBuyer’s receipt of the Objection Notice (or within any additional period as mutually agreed to between the Surviving Pubco Buyer and the Company Securityholder Equityholder Representative), then the Closing Adjustment Statement agreed upon by the Surviving Pubco Buyer and the Company Securityholder Equityholder Representative shall be deemed for purposes of this Section 2.5 1.6 to be the “Final Closing Adjustment Statement”, ,” the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 1.6 to be the “Final Closing AdjustmentAdjustment Items” and each shall be final and binding on the PartiesBuyer and the Sellers. (d) If the Company Securityholder Representative Buyer and the Surviving Pubco do not reach a final resolution on Equityholder Representative are unable to resolve the items in the Objection Notice dispute within thirty (30) calendar days after delivery of the Objection Notice, unless then any remaining items in dispute shall be submitted to an independent nationally recognized accounting firm selected in accordance with the Company Securityholder Representative and rules of the Surviving Pubco mutually agree to continue their efforts to resolve such differencesBoston, the Surviving Pubco and the Company Securityholder Representative shall engage the Neutral Accountant within fifteen (15) calendar days thereafter (provided, that if the Neutral Accountant does not accept its appointment or if the Company Securityholder Representative and the Surviving Pubco cannot agree on the Neutral Accountant, in either case during such fifteen (15) calendar day period, then the Company Securityholder Representative or the Surviving Pubco may require, by written notice to the other, that the Neutral Accountant be selected by the New York City Regional Office Massachusetts office of the American Arbitration Association in accordance with its procedures(the “Neutral Accountant”). The Neutral Accountant shall resolve such differences All determinations and calculations pursuant to an engagement agreement executed by the Company Securityholder Representative, the Surviving Pubco and the Neutral Accountant in accordance with this Section 2.5(d). Each of the Surviving Pubco and the Company Securityholder Representative 1.6(d) shall submit to the Neutral Accountant (with a copy delivered to the other party on the same day), within ten (10) days after the date of the engagement of the Neutral Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions with respect to the consider only those Closing Adjustment Items set forth in the Objection Notice. Each of the Surviving Pubco and the Company Securityholder Representative may (but shall not be required to) submit to the Neutral Accountant (with a copy delivered to the other party on the same day), within twenty (20) calendar days after the date of the engagement of the Neutral Accountant, a memorandum responding to the initial memorandum submitted to the Neutral Accountant by the other party. None of the Surviving Pubco, the Company Securityholder Representative, any other Party hereto or any of their respective Affiliates shall have any ex parte communications or meetings with the Neutral Accountant regarding the subject matter hereof without the other party’s prior written consent. The Neutral Accountant shall be given reasonable access to all relevant records of the Surviving Pubco and the Surviving Company to calculate the Closing Adjustment Statement. The Neutral Accountant shall act as an expert in accounting to determine only the Closing Adjustment Items that are set forth in the Objection Notice still and remain in dispute dispute, shall be a value that is not more than the Buyer’s calculation delivered pursuant to Section 1.6(b) nor less than the Equityholder Representative’s calculation delivered pursuant to Section 1.6(c), shall be in writing and shall be limited delivered to those adjustments, if any, required to be made for the Final Closing Adjustment to comply with the provisions of this Agreement. The Surviving Pubco, the Company Securityholder Representative Buyer and the other Parties hereto shall use their reasonable best efforts to cause the Neutral Accountant to issue its written determination regarding the Closing Adjustment Items set forth in the Objection Notice within thirty (30) calendar days after such items are submitted for reviewEquityholder Representative as promptly as practicable. Absent fraud or manifest error, the Closing Adjustment Statement as finally determined by the Neutral Accountant shall be deemed for purposes of this Section 2.5 1.6 to be the “Final Closing Adjustment Statement”, ,” the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 1.6 to be the “Final Closing AdjustmentAdjustment Items” and each shall be final and binding on all Partiesthe Buyer and the Sellers. In determining the Closing Adjustment Statement and the Closing Adjustment Items, the Neutral Accountant shall act as an expert and not as an arbitrator. A judgment on the determination made by the Neutral Accountant pursuant to this Section 2.5 1.6 may be entered in and enforced by any court having jurisdictionjurisdiction thereover. (e) The Neutral Accountant shall not be authorized or permitted to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between the Company Securityholder Representative and the Surviving Pubco regarding the determination of the Closing Adjustment Statement and the Closing Adjustment Items in accordance with this Section 2.5; (ii) resolve any such differences by making an adjustment to the Closing Adjustment Statement that is outside of the range defined by amounts as finally proposed by the Company Securityholder Representative and the Surviving Pubco; or (iii) apply any accounting methods, treatments, principles or procedures other than as described in this Section 2.5. (f) The fees and disbursements expenses of the Neutral Accountant in connection with the resolution of disputes pursuant to Section 1.6(d) shall be borne by the Surviving Pubco. (g) If Participating Sellers, on the amount one hand, and the Buyer, on the other hand, in proportion to the aggregate amounts by which the proposals of the Final Closing Adjustment is greater than the Estimated Closing Adjustment, then the Company Securityholder Representative shall, within three (3) Business Days after the date of determination of the Final Closing Adjustment, direct the Escrow Agent to (i) deliver a number of Adjustment Escrow Units (and, to the extent in excess of the Adjustment Escrow Units, other Adjustment Escrow Property) to the Surviving Company, equal to the lesser of (x) the quotient obtained by dividing (A) the amount of any such excess by (B) the Per Share Price, which such Adjustment Escrow Units shall be cancelled by the Surviving Company and (y) the entire Adjustment Escrow Property and (ii) to the extent that, after delivery of the Adjustment Escrow Property to the Surviving Company, there is remaining Adjustment Escrow Property held by the Escrow Agent, deliver such remaining Adjustment Escrow Property (the “Remaining Amount”) to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be delivered to the Company Equity Holders pursuant to Section 2.2(b)(ii)(C). (h) If the amount of the Estimated Closing Adjustment is greater than the Final Closing Adjustment (any such excess, the “Excess Amount”), then, within three (3) Business Days after the date of determination of the Final Closing Adjustment, (i) the Surviving Company shall issue a number of Surviving Company Membership Units to the Company Equity Holders pursuant to Section 2.2(b)(ii)(D), in each case equal to the lesser of (x) the quotient obtained by dividing (A) the Excess Amount by (B) the Per Share Price, and (y) the entire Adjustment Escrow Property and (ii) the Surviving Pubco shall direct the Escrow Agent to disburse the Adjustment Escrow Property to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be delivered to the Company Equity Holders pursuant to Section 2.2(b)(ii)(E). (i) The Parties agree that the procedures set forth in this Section 2.5 shall be the sole and exclusive method for resolving any disputes with respect to the determination of the Final Closing Adjustment Statement Buyer and the Final Closing Adjustment; provided, that this provision shall not prohibit the Surviving Pubco or the Company Securityholder Equityholder Representative differed from instituting litigation to enforce the determination of the Neutral Accountant’s final determination. (j) If an NCP Contingent Payment Escrow Amount has been deposited with the Escrow Agent pursuant to Section 2.2(a)(iii), within five (5) Business Days after the earlier of (i) payment of the NCP Contingent Payment Amount being made by any Acquired Company (or the Surviving Pubco or any of its Affiliates) (without any further obligations of any Acquired Company for any additional NCP Contingent Payment Amount) and (ii) either (A) a binding agreement between the Company and the applicable counterparties under the NCP Agreement or (B) a final and binding determination that no NCP Contingent Payment Amount is payable in accordance with the terms of the NCP Agreement, evidence of which shall be provided promptly to the Company Securityholder Representative by the Surviving Pubco, (x) the Surviving Pubco may recover the amount of such NCP Contingent Payment Amount paid by any Acquired Company (if any) solely out of the NCP Contingent Payment Escrow Account (including the NCP Contingent Payment Escrow Amount and all interest, dividends, gains and other income thereon), and only to the extent that such amount is less than or equal to the amount then held in the NCP Contingent Payment Escrow Account, and no Company Equity Holder nor any other Person shall have any Liability to the Surviving Pubco or any of its Affiliates for any amount of such NCP Contingent Payment Amount which is in excess of the amount then held in the NCP Contingent Payment Escrow Account, and (y) the Escrow Agent shall disburse any amount remaining in the NCP Contingent Payment Escrow Account after a payment is made pursuant to clause (x) (or either (A) a binding agreement between the Company and the applicable counterparties under the NCP Agreement or (B) a final and binding determination is made that no NCP Contingent Payment Amount is payable in accordance with the terms of the NCP Agreement) (the “NCP Contingent Payment Remaining Amount”) to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be distributed to the Company Equity Holders pursuant to Section 2.2(b)(ii)(E). If, at the Effective Time, the NCP Contingent Payment Amount has not been determined in accordance with the NCP Agreement, the Company Securityholder Representative shall have the right to, at its expense, control the preparation of the Earn-Out Calculation Statement (as defined in the NCP Agreement), the review of the Final Earn-Out Calculation Statement (as defined in the NCP Agreement), the submission of an Earn-Out Calculation Objection Notice (as defined in the NCP Agreement), the negotiation of any items disputed in such Earn-Out Calculation Objection Notice, the negotiation, execution and delivery of the engagement agreement with, and the submission of the presentation to, the Neutral Accountant (as defined in the NCP Agreement), and control any litigation instituted in connection therewith, in each case to the fullest extent as if the Company Securityholder Representative were “Buyer” under the NCP Agreement. The Surviving Pubco shall and shall cause the Surviving Company to reasonably cooperate in such matters, including (i) providing reasonable access to the books and records of the Acquired Companies and to its independent accountants and their workpapers (upon delivery of a customary access letter to the extent required by such independent accountants) and (ii) submitting dispute notices and other notices and materials requested by the Company Securityholder Representative.

Adjustment Before and After the Closing. The Estimated Closing Adjustment and the Final Closing Adjustment Total Consideration shall be determined subject to adjustment as set forth below in this Section 2.5follows: (a) No less Not later than three eight (3) 8) Business Days prior to the Closing Date, the Company shall prepare and deliver to Parent the Buyer a statement (the “Estimated Closing Adjustment Statement”), duly executed by an officer of the Company, ) setting forth the Company’s good faith estimate of the Closing Adjustment Items (the “Estimated Closing Adjustment”), including an estimated consolidated balance sheet together with all relevant backup materials, in detail reasonably acceptable to the Buyer. If within three (3) Business Days following the Buyer’s actual receipt of the Acquired Companies as of the Effective Time. The Estimated Closing Adjustment Statement (i) shall be derived in good faith from the Books and Records of the Acquired Companies and (ii) shall be prepared on a consolidated basis in accordance with generally accepted accounting principles in the United States (“GAAP”) using the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodologies as were used in preparation of the Base Balance Sheet. Promptly after delivering the Estimated Closing Adjustment Statement to Parent, the Company will meet with Parent (which meeting may be telephonic) to review and discuss the Estimated Closing Adjustment Statement, the Buyer has not given the Company notice of its objection to the Estimated Closing Adjustment, the Closing Purchase Price shall be adjusted as set forth in the Estimated Closing Adjustment Statement. If the Buyer gives such notice of objection, the Company and the Buyer will work together in good faith to resolve the issues in dispute. If all disputed issues are resolved, the amounts as agreed upon by the Buyer and the Company will consider in good faith Parentshall be used to complete the Estimated Closing Adjustment. If the Buyer and the Company are unable to resolve all such disputed issues within two (2) Business Days following the Buyer’s comments delivery of the notice of objection to the Estimated Closing Adjustment Statement, and, to the extent mutually agreed upon by the Company and Parent, both acting reasonably and in good faith, make any appropriate adjustments to the Estimated Closing Adjustment Statement prior to the Closing, which adjusted Estimated Closing Adjustment Statement shall thereafter become the Estimated Closing Adjustment Statement for all purposes of this Agreement; provided, however, that if the Company and Parent are unable to reach mutual agreement on any such adjustments, the Estimated Closing Adjustment Statement delivered be as determined by the Company shall be the Estimated Closing Adjustment Statement for all purposes of this AgreementBuyer. (b) Within seventy-five (75) Not later than 60 calendar days after the Closing Date, the Surviving Pubco Buyer shall prepare and deliver to the Company Securityholder Representative a statement (the “Closing Adjustment Statement”), duly executed by an officer of the Surviving Pubco, setting forth the Surviving Pubco’s determination of the Closing Adjustment Items, including an estimated consolidated balance sheet of the Acquired Companies as of the Effective Time. The Closing Adjustment Statement shall be prepared in accordance with GAAP applied consistently with the Company’s past practices (to the extent such past practices are consistent with GAAP). The Closing Adjustment Statement delivered pursuant to paragraph (b) above shall be accompanied by (i) shall be derived all relevant backup materials, in good faith from detail reasonably acceptable to the Books and Records of the Acquired Companies Representative, and (ii) shall be prepared on a consolidated basis in accordance with GAAP using statement setting forth the same accounting methodsamount, policiesif any, principles, practices and procedures, with consistent classifications, judgments and estimation methodologies as were used in preparation by which the total of the Base Balance Sheet. The Closing Adjustment Statement, as proposed by the Surviving Pubco pursuant to this Section 2.5(b), shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment Statement”, the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 to be is greater than, or less than, the “Final Estimated Closing Adjustment” and each shall be final and binding on all Parties, unless the Company Securityholder Representative timely delivers to the Surviving Pubco an Objection Notice in accordance with Section 2.5(c). The Surviving Pubco shall, and shall cause the Surviving Company to, provide to the Company Securityholder Representative reasonable access to the Acquired Companies’ Books and Records as the Company Securityholder Representative may reasonably request in connection with its review of the Closing Adjustment Statement and shall cause the personnel of the Acquired Companies to reasonably cooperate with the Company Securityholder Representative in connection with its review of the Closing Adjustment Statement. (c) In the event that the Company Securityholder Representative disputes the Closing Adjustment Statement delivered by the Surviving Pubco pursuant to Section 2.5(b) or the amount of any the Closing Adjustment Item reflected thereonItems, the Company Securityholder Representative shall notify the Surviving Pubco Buyer in writing (the “Objection Dispute Notice”) of the amount, nature and basis of such dispute, within thirty (30) 30 calendar days after delivery of the Closing Adjustment Statement pursuant to Section 2.5(b)Statement. Any such Objection Dispute Notice shall specify those items or amounts as to which the Company Securityholder Representative disagrees and shall describe in reasonable detail the basis for such dispute. The Surviving Pubco disagrees, and the Company Securityholder Representative shall be deemed to have agreed with all other items and amounts contained in the Closing Adjustment Statement and the amount of the Closing Adjustment Items delivered pursuant to Section 2.7(b). In the event of such a dispute, the Buyer and the Representative shall first use commercially reasonable efforts their Reasonable Best Efforts to resolve such differences regarding the determination of reach agreement on the disputed items or amounts for a period of thirty (30) calendar days after in order to determine the Surviving Pubco’s receipt amount of the Objection NoticeClosing Adjustment Items, which amount shall not be less than the Buyer’s calculation delivered pursuant to Section 2.7(b) nor more than the Representative’s calculation delivered pursuant to this Section 2.7(c). If the Surviving Pubco Buyer and the Company Securityholder Representative reach a final resolution on are unable to resolve the Closing Adjustment Statement dispute within thirty (30) calendar days after the Surviving Pubco’s receipt of the Objection Notice (or within any additional period as mutually agreed to between the Surviving Pubco and the Company Securityholder Representative), then the Closing Adjustment Statement agreed upon by the Surviving Pubco and the Company Securityholder Representative shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment Statement”, the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment” and each shall be final and binding on the Parties. (d) If the Company Securityholder Representative and the Surviving Pubco do not reach a final resolution on the items in the Objection Notice within thirty (30) 30 calendar days after delivery of the Objection Dispute Notice, unless then any remaining items in dispute shall be submitted to an independent nationally recognized accounting firm selected in writing by the Company Securityholder Representative and the Surviving Pubco mutually agree to continue their efforts to resolve such differencesBuyer or, the Surviving Pubco and the Company Securityholder Representative shall engage the Neutral Accountant within fifteen (15) calendar days thereafter (provided, that if the Neutral Accountant does not accept its appointment or if the Company Securityholder Representative and the Surviving Pubco cannot agree on the Neutral Accountant, in either case during such fifteen (15) calendar day period, then the Company Securityholder Representative Buyer fail or the Surviving Pubco may require, by written notice refuse to the other, that the Neutral Accountant be selected by the New York City Regional Office of the American Arbitration Association in accordance with its procedures). The Neutral Accountant shall resolve such differences pursuant to an engagement agreement executed by the Company Securityholder Representative, the Surviving Pubco and the Neutral Accountant in accordance with this Section 2.5(d). Each of the Surviving Pubco and the Company Securityholder Representative shall submit to the Neutral Accountant (with select a copy delivered to the other party on the same day), firm within ten (10) calendar days after written request therefor by the date Representative or the Buyer, such an independent nationally recognized accounting firm shall be selected in accordance with the rules of the engagement New York, New York office of the AAA (the “Neutral Accountant”). All determinations and calculations pursuant to this paragraph (c) shall consider only those Closing Adjustment Items as to which the Representative has disagreed, shall be in writing and shall be delivered to the Buyer and the Representative as promptly as practicable. The determination of the Neutral Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions with respect Accountant as to the Closing Adjustment Items set forth in the Objection Notice. Each resolution of the Surviving Pubco and the Company Securityholder Representative may (but shall not be required to) submit to the Neutral Accountant (with a copy delivered to the other party on the same day), within twenty (20) calendar days after the date of the engagement of the Neutral Accountant, a memorandum responding to the initial memorandum submitted to the Neutral Accountant by the other party. None of the Surviving Pubco, the Company Securityholder Representative, any other Party hereto or any of their respective Affiliates shall have any ex parte communications or meetings with the Neutral Accountant regarding the subject matter hereof without the other party’s prior written consent. The Neutral Accountant dispute shall be given reasonable access to all relevant records of the Surviving Pubco binding and the Surviving Company to calculate the Closing Adjustment Statement. The Neutral Accountant shall act as an expert in accounting to determine only the Closing Adjustment Items set forth in the Objection Notice still in dispute and shall be limited to those adjustments, if any, required to be made for the Final Closing Adjustment to comply with the provisions of this Agreement. The Surviving Pubco, the Company Securityholder Representative and the other Parties hereto shall use their reasonable best efforts to cause the Neutral Accountant to issue its written determination regarding the Closing Adjustment Items set forth in the Objection Notice within thirty (30) calendar days after such items are submitted for review. Absent fraud or manifest error, the Closing Adjustment Statement as finally determined by the Neutral Accountant shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment Statement”, the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment” and each shall be final and binding on conclusive upon all Parties. In determining the Closing Adjustment Statement and the Closing Adjustment Items, the Neutral Accountant shall act as an expert and not as an arbitrator. A judgment on the determination made by the Neutral Accountant pursuant to this Section 2.5 2.7 may be entered in and enforced by any court having jurisdictionjurisdiction thereover. (d) The fees and expenses of the Neutral Accountant in connection with the resolution of disputes pursuant to Section 2.7(c) shall be shared equally by the Company Equityholders (from the Escrow Fund), on the one hand, and the Buyer, on the other hand; provided that if the Neutral Accountant determines that one such party has adopted a position or positions with respect to the Closing Adjustment Statement or the amount of the Closing Adjustment Items that is frivolous or clearly without merit, the Neutral Accountant may, in its discretion, assign a greater portion of any such fees and expenses to such party. (e) The Neutral Accountant Immediately upon the expiration of the 30 calendar day period for giving the Dispute Notice, if no such notice is given, or upon notification by the Representative to the Buyer that no such notice will be given, or immediately upon the resolution of disputes, if any, pursuant to this Section 2.7, the Closing Purchase Price shall not be authorized or permitted to:adjusted as follows (the “Adjusted Closing Purchase Price”): (i) determine any questions or matters whatsoever under or in connection with this Agreement except for If the resolution of differences between the Company Securityholder Representative and the Surviving Pubco regarding the determination amount of the Final Closing Adjustment Statement and exceeds the amount of the Estimated Closing Adjustment Items in accordance with this Section 2.5;Adjustment, the Buyer shall be entitled to recover such deficiency pursuant to the terms of the Escrow Agreement. (ii) resolve any such differences by making an adjustment to the Closing Adjustment Statement that is outside of the range defined by amounts as finally proposed by the Company Securityholder Representative and the Surviving Pubco; or (iii) apply any accounting methods, treatments, principles or procedures other than as described in this Section 2.5. (f) The fees and disbursements of the Neutral Accountant shall be borne by the Surviving Pubco. (g) If the amount of the Final Closing Adjustment is greater than equal to the amount of the Estimated Closing Adjustment, then the Company Securityholder Representative shall, within three (3) Business Days after the date of determination of the Final Closing Adjustment, direct the Escrow Agent to (i) deliver a number of Adjustment Escrow Units (Purchase Price shall not be adjusted; and, to the extent in excess of the Adjustment Escrow Units, other Adjustment Escrow Property) to the Surviving Company, equal to the lesser of (x) the quotient obtained by dividing (A) the amount of any such excess by (B) the Per Share Price, which such Adjustment Escrow Units shall be cancelled by the Surviving Company and (y) the entire Adjustment Escrow Property and (ii) to the extent that, after delivery of the Adjustment Escrow Property to the Surviving Company, there is remaining Adjustment Escrow Property held by the Escrow Agent, deliver such remaining Adjustment Escrow Property (the “Remaining Amount”) to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be delivered to the Company Equity Holders pursuant to Section 2.2(b)(ii)(C). (hiii) If the amount of the Estimated Closing Adjustment is greater than the Final Closing Adjustment (any such excess, the “Excess Amount”), then, within three (3) Business Days after the date of determination of exceeds the Final Closing Adjustment, (i) the Surviving Company shall issue a number of Surviving Company Membership Units to the Company Equity Holders pursuant to Section 2.2(b)(ii)(D), in each case equal to the lesser of (x) the quotient obtained by dividing (A) the Excess Amount by (B) the Per Share Price, and (y) the entire Adjustment Escrow Property and (ii) the Surviving Pubco shall direct the Escrow Agent to disburse the Adjustment Escrow Property to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be delivered to the Company Equity Holders pursuant to Section 2.2(b)(ii)(E). (i) The Parties agree that the procedures set forth in this Section 2.5 shall be the sole and exclusive method for resolving any disputes with respect to the determination of the Final Closing Adjustment Statement and the Final Closing Adjustment; provided, that this provision shall not prohibit the Surviving Pubco or the Company Securityholder Representative from instituting litigation to enforce the determination of the Neutral Accountant. (j) If an NCP Contingent Payment Escrow Amount has been deposited with the Escrow Agent pursuant to Section 2.2(a)(iii), within five (5) Business Days after the earlier of (i) payment of the NCP Contingent Payment Amount being made by any Acquired Company (or the Surviving Pubco or any of its Affiliates) (without any further obligations of any Acquired Company for any additional NCP Contingent Payment Amount) and (ii) either (A) a binding agreement between the Company and the applicable counterparties under the NCP Agreement or (B) a final and binding determination that no NCP Contingent Payment Amount is payable in accordance with the terms of the NCP Agreement, evidence of which shall be provided promptly to the Company Securityholder Representative by the Surviving Pubco, (x) the Surviving Pubco may recover the amount of such NCP Contingent Payment Amount paid by any Acquired Company (if any) solely out of the NCP Contingent Payment Escrow Account (including the NCP Contingent Payment Escrow Amount and all interestsurplus, dividends, gains and other income thereon), and only to the extent that such amount is less than or equal to the amount then held in the NCP Contingent Payment Escrow Account, and no Company Equity Holder nor any other Person shall have any Liability to the Surviving Pubco or any of its Affiliates for any amount of such NCP Contingent Payment Amount which is in excess of the amount then held in the NCP Contingent Payment Escrow Account, and (y) the Escrow Agent shall disburse any amount remaining in the NCP Contingent Payment Escrow Account after a payment is made pursuant to clause (x) (or either (A) a binding agreement between the Company any portion thereof payable to Leerink Xxxxx LLC and the applicable counterparties under the NCP Agreement or (B) a final and binding determination is made that no NCP Contingent Payment Amount is payable in accordance with the terms of the NCP Agreement) Applicable Employment Taxes (the “NCP Contingent Payment Remaining AmountClosing Adjustment Surplus”) shall be paid in cash by the Buyer to the Paying and Exchange Agent (on behalf of or the Company Equity Holders) to be distributed Surviving Corporation for further distribution to the Company Equity Holders pursuant to Section 2.2(b)(ii)(E). If, at the Effective Time, the NCP Contingent Payment Amount has not been determined in accordance with the NCP Agreement, the Company Securityholder Representative shall have the right to, at its expense, control the preparation of the Earn-Out Calculation Statement (as defined in the NCP Agreement), the review of the Final Earn-Out Calculation Statement (as defined in the NCP Agreement), the submission of an Earn-Out Calculation Objection Notice (as defined in the NCP Agreement), the negotiation of any items disputed in such Earn-Out Calculation Objection Notice, the negotiation, execution and delivery of the engagement agreement with, and the submission of the presentation to, the Neutral Accountant (as defined in the NCP Agreement), and control any litigation instituted in connection therewith, in each case to the fullest extent as if the Company Securityholder Representative were “Buyer” under the NCP Agreement. The Surviving Pubco shall and shall cause the Surviving Company to reasonably cooperate in such matters, including (i) providing reasonable access to the books and records of the Acquired Companies and to its independent accountants and their workpapers (upon delivery of a customary access letter to the extent required by such independent accountants) and (ii) submitting dispute notices and other notices and materials requested by the Company Securityholder RepresentativeEquityholders.

Adjustment Before and After the Closing. The Estimated Closing Adjustment and the Final Closing Adjustment shall be determined as set forth below in this Section 2.5: (a) No less than three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to Parent a statement (the “Estimated Closing Adjustment Statement”), duly executed by an officer of the Company, setting forth the Company’s good faith estimate of the Closing Adjustment Items (the “Estimated Closing Adjustment”), including an estimated consolidated balance sheet of the Acquired Companies as of the Effective Time. The Estimated Closing Adjustment Statement (i) shall be derived in good faith from the Books and Records of the Acquired Companies and (ii) shall be prepared on a consolidated basis in accordance with generally accepted accounting principles in the United States (“GAAP”) using the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodologies as were used in preparation of the Base Balance Sheet. Promptly after delivering the Estimated Closing Adjustment Statement to Parent, the Company will meet with Parent (which meeting may be telephonic) to review and discuss the Estimated Closing Adjustment Statement, and the Company will consider in good faith Parent’s comments to the Estimated Closing Adjustment Statement, and, to the extent mutually agreed upon by the Company and Parent, both acting reasonably and in good faith, make any appropriate adjustments to the Estimated Closing Adjustment Statement prior to the Closing, which adjusted Estimated Closing Adjustment Statement shall thereafter become the Estimated Closing Adjustment Statement for all purposes of this Agreement; provided, however, that if the Company and Parent are unable to reach mutual agreement on any such adjustments, the Estimated Closing Adjustment Statement delivered by the Company shall be the Estimated Closing Adjustment Statement for all purposes of this Agreement. (b) Within seventy-five (75) calendar days after the Closing Date, the Surviving Pubco shall prepare and deliver to the Company Securityholder Representative a statement (the “Closing Adjustment Statement”), duly executed by an officer of the Surviving Pubco, setting forth the Surviving Pubco’s determination of the Closing Adjustment Items, including an estimated consolidated balance sheet of the Acquired Companies as of the Effective Time. The Closing Adjustment Statement (i) shall be derived in good faith from the Books and Records of the Acquired Companies and (ii) shall be prepared on a consolidated basis in accordance with GAAP using the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodologies as were used in preparation of the Base Balance Sheet. The Closing Adjustment Statement, as proposed by the Surviving Pubco pursuant to this Section 2.5(b), shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment Statement”, the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment” and each shall be final and binding on all Parties, unless the Company Securityholder Representative timely delivers to the Surviving Pubco an Objection Notice in accordance with Section 2.5(c). The Surviving Pubco shall, and shall cause the Surviving Company to, provide to the Company Securityholder Representative reasonable access to the Acquired Companies’ Books and Records as the Company Securityholder Representative may reasonably request in connection with its review of the Closing Adjustment Statement and shall cause the personnel of the Acquired Companies to reasonably cooperate with the Company Securityholder Representative in connection with its review of the Closing Adjustment Statement. (c) In the event that the Company Securityholder Representative disputes the Closing Adjustment Statement delivered by the Surviving Pubco pursuant to Section 2.5(b) or the amount of any Closing Adjustment Item reflected thereon, the Company Securityholder Representative shall notify the Surviving Pubco in writing (the “Objection Notice”) of such dispute, within thirty (30) calendar days after delivery of the Closing Adjustment Statement pursuant to Section 2.5(b). Any such Objection Notice shall specify those items or amounts as to which the Company Securityholder Representative disagrees and shall describe in reasonable detail the basis for such dispute. The Surviving Pubco and the Company Securityholder Representative shall use commercially reasonable efforts to resolve such differences regarding the determination of the disputed items or amounts for a period of thirty (30) calendar days after the Surviving Pubco’s receipt of the Objection Notice. If the Surviving Pubco and the Company Securityholder Representative reach a final resolution on the Closing Adjustment Statement within thirty (30) calendar days after the Surviving Pubco’s receipt of the Objection Notice (or within any additional period as mutually agreed to between the Surviving Pubco and the Company Securityholder Representative), then the Closing Adjustment Statement agreed upon by the Surviving Pubco and the Company Securityholder Representative shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment Statement”, the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment” and each shall be final and binding on the Parties. (d) If the Company Securityholder Representative and the Surviving Pubco do not reach a final resolution on the items in the Objection Notice within thirty (30) calendar days after delivery of the Objection Notice, unless the Company Securityholder Representative and the Surviving Pubco mutually agree to continue their efforts to resolve such differences, the Surviving Pubco and the Company Securityholder Representative shall engage the Neutral Accountant within fifteen (15) calendar days thereafter (provided, that if the Neutral Accountant does not accept its appointment or if the Company Securityholder Representative and the Surviving Pubco cannot agree on the Neutral Accountant, in either case during such fifteen (15) calendar day period, then the Company Securityholder Representative or the Surviving Pubco may require, by written notice to the other, that the Neutral Accountant be selected by the New York City Regional Office of the American Arbitration Association in accordance with its procedures). The Neutral Accountant shall resolve such differences pursuant to an engagement agreement executed by the Company Securityholder Representative, the Surviving Pubco and the Neutral Accountant in accordance with this Section 2.5(d). Each of the Surviving Pubco and the Company Securityholder Representative shall submit to the Neutral Accountant (with a copy delivered to the other party on the same day), within ten (10) days after the date of the engagement of the Neutral Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions with respect to the Closing Adjustment Items set forth in the Objection Notice. Each of the Surviving Pubco and the Company Securityholder Representative may (but shall not be required to) submit to the Neutral Accountant (with a copy delivered to the other party on the same day), within twenty (20) calendar days after the date of the engagement of the Neutral Accountant, a memorandum responding to the initial memorandum submitted to the Neutral Accountant by the other party. None of the Surviving Pubco, the Company Securityholder Representative, any other Party hereto or any of their respective Affiliates shall have any ex parte communications or meetings with the Neutral Accountant regarding the subject matter hereof without the other party’s prior written consent. The Neutral Accountant shall be given reasonable access to all relevant records of the Surviving Pubco and the Surviving Company to calculate the Closing Adjustment Statement. The Neutral Accountant shall act as an expert in accounting to determine only the Closing Adjustment Items set forth in the Objection Notice still in dispute and shall be limited to those adjustments, if any, required to be made for the Final Closing Adjustment to comply with the provisions of this Agreement. The Surviving Pubco, the Company Securityholder Representative and the other Parties hereto shall use their reasonable best efforts to cause the Neutral Accountant to issue its written determination regarding the Closing Adjustment Items set forth in the Objection Notice within thirty (30) calendar days after such items are submitted for review. Absent fraud or manifest error, the Closing Adjustment Statement as finally determined by the Neutral Accountant shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment Statement”, the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment” and each shall be final and binding on all Parties. In determining the Closing Adjustment Statement and the Closing Adjustment Items, the Neutral Accountant shall act as an expert and not as an arbitrator. A judgment on the determination made by the Neutral Accountant pursuant to this Section 2.5 may be entered in and enforced by any court having jurisdiction. (e) The Neutral Accountant shall not be authorized or permitted to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between the Company Securityholder Representative and the Surviving Pubco regarding the determination of the Closing Adjustment Statement and the Closing Adjustment Items in accordance with this Section 2.5; (ii) resolve any such differences by making an adjustment to the Closing Adjustment Statement that is outside of the range defined by amounts as finally proposed by the Company Securityholder Representative and the Surviving Pubco; or (iii) apply any accounting methods, treatments, principles or procedures other than as described in this Section 2.5. (f) The fees and disbursements of the Neutral Accountant shall be borne by the Surviving Pubco. (g) If the amount of the Final Closing Adjustment is greater than the Estimated Closing Adjustment, then the Company Securityholder Representative shall, within three (3) Business Days after the date of determination of the Final Closing Adjustment, direct the Escrow Agent to (i) deliver a number of Adjustment Escrow Units (and, to the extent in excess of the Adjustment Escrow Units, other Adjustment Escrow Property) to the Surviving Company, equal to the lesser of (x) the quotient obtained by dividing (A) the amount of any such excess by (B) the Per Share Price, which such Adjustment Escrow Units shall be cancelled by the Surviving Company and (y) the entire Adjustment Escrow Property and (ii) to the extent that, after delivery of the Adjustment Escrow Property to the Surviving Company, there is remaining Adjustment Escrow Property held by the Escrow Agent, deliver such remaining Adjustment Escrow Property (the “Remaining Amount”) to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be delivered to the Company Equity Holders pursuant to Section 2.2(b)(ii)(C). (h) If the amount of the Estimated Closing Adjustment is greater than the Final Closing Adjustment (any such excess, the “Excess Amount”), then, within three (3) Business Days after the date of determination of the Final Closing Adjustment, (i) the Surviving Company shall issue a number of Surviving Company Membership Units to the Company Equity Holders pursuant to Section 2.2(b)(ii)(D), in each case equal to the lesser of (x) the quotient obtained by dividing (A) the Excess Amount by (B) the Per Share Price, and (y) the entire Adjustment Escrow Property and (ii) the Surviving Pubco shall direct the Escrow Agent to disburse the Adjustment Escrow Property to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be delivered to the Company Equity Holders pursuant to Section 2.2(b)(ii)(E). (i) The Parties agree that the procedures set forth in this Section 2.5 shall be the sole and exclusive method for resolving any disputes with respect to the determination of the Final Closing Adjustment Statement and the Final Closing Adjustment; provided, that this provision shall not prohibit the Surviving Pubco or the Company Securityholder Representative from instituting litigation to enforce the determination of the Neutral Accountant. (j) If an NCP Contingent Payment Escrow Amount has been deposited with the Escrow Agent pursuant to Section 2.2(a)(iii), within five (5) Business Days after the earlier of (i) payment of the NCP Contingent Payment Amount being made by any Acquired Company (or the Surviving Pubco or any of its Affiliates) (without any further obligations of any Acquired Company for any additional NCP Contingent Payment Amount) and (ii) either (A) a binding agreement between the Company and the applicable counterparties under the NCP Agreement or (B) a final and binding determination that no NCP Contingent Payment Amount is payable in accordance with the terms of the NCP Agreement, evidence of which shall be provided promptly to the Company Securityholder Representative by the Surviving Pubco, (x) the Surviving Pubco may recover the amount of such NCP Contingent Payment Amount paid by any Acquired Company (if any) solely out of the NCP Contingent Payment Escrow Account (including the NCP Contingent Payment Escrow Amount and all interest, dividends, gains and other income thereon), and only to the extent that such amount is less than or equal to the amount then held in the NCP Contingent Payment Escrow Account, and no Company Equity Holder nor any other Person shall have any Liability to the Surviving Pubco or any of its Affiliates for any amount of such NCP Contingent Payment Amount which is in excess of the amount then held in the NCP Contingent Payment Escrow Account, and (y) the Escrow Agent shall disburse any amount remaining in the NCP Contingent Payment Escrow Account after a payment is made pursuant to clause (x) (or either (A) a binding agreement between the Company and the applicable counterparties under the NCP Agreement or (B) a final and binding determination is made that no NCP Contingent Payment Amount is payable in accordance with the terms of the NCP Agreement) (the “NCP Contingent Payment Remaining Amount”) to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be distributed to the Company Equity Holders pursuant to Section 2.2(b)(ii)(E). If, at the Effective Time, the NCP Contingent Payment Amount has not been determined in accordance with the NCP Agreement, the Company Securityholder Representative shall have the right to, at its expense, control the preparation of the Earn-Out Calculation Statement (as defined in the NCP Agreement), the review of the Final Earn-Out Calculation Statement (as defined in the NCP Agreement), the submission of an Earn-Out Calculation Objection Notice (as defined in the NCP Agreement), the negotiation of any items disputed in such Earn-Out Calculation Objection Notice, the negotiation, execution and delivery of the engagement agreement with, and the submission of the presentation to, the Neutral Accountant (as defined in the NCP Agreement), and control any litigation instituted in connection therewith, in each case to the fullest extent as if the Company Securityholder Representative were “Buyer” under the NCP Agreement. The Surviving Pubco shall and shall cause the Surviving Company to reasonably cooperate in such matters, including (i) providing reasonable access to the books and records of the Acquired Companies and to its independent accountants and their workpapers (upon delivery of a customary access letter to the extent required by such independent accountants) and (ii) submitting dispute notices and other notices and materials requested by the Company Securityholder Representative.

Adjustment Before and After the Closing. The Estimated Closing Adjustment and the Final Closing Adjustment shall be determined as set forth below in this Section 2.52.6: (a) No less than three (3) Business Days At least 48 hours prior to the Closing Dateexecution of this Agreement, the Company shall prepare and deliver delivered to Parent the Buyer a statement (the “Estimated Closing Adjustment Statement”), duly executed by an officer of in the Companyform attached as Schedule 2.6(a)(i) hereto, setting forth the Company’s good faith estimate of the Closing Adjustment Items (the “Estimated Closing Adjustment”), including an estimated consolidated balance sheet of the Acquired Companies Company as of the Effective TimeTime (other than with respect to the Closing Net Working Capital, which shall be as of the time specified in such definition). The Estimated Closing Adjustment Statement (i) shall be derived in good faith from the Books and Records of the Acquired Companies and (ii) shall be such balance sheet were prepared on a consolidated basis in accordance with generally accepted accounting principles GAAP applied on a basis consistent with the application thereof to the most recent audited financial statements included in the United States Company Financial Statements (“to the extent consistent with GAAP”). Schedule 2.6(a)(ii) using attached hereto reflects the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodologies as were used in preparation of the Base Balance Sheet. Promptly after delivering the Estimated Closing Adjustment Statement to Parent, the Company will meet with Parent (which meeting may be telephonic) to review and discuss Items included in the Estimated Closing Adjustment Statement, and including estimated amounts in respect thereof as of the date of this Agreement. During such 48-hour period, the Company will consider in good faith Parent’s comments provided the Buyer and its accountants with access to the Company and its accountants and with complete and accurate copies of, and reasonable access to, the work papers and supporting records of the Company and its accountants so as to allow the Buyer and its accountants to verify the accuracy of the Estimated Closing Adjustment Statement, and, to the extent mutually agreed upon by the Company and Parent, both acting reasonably and in good faith, make any appropriate adjustments to the Estimated Closing Adjustment Statement prior to the Closing, which adjusted Estimated Closing Adjustment Statement shall thereafter become the Estimated Closing Adjustment Statement for all purposes of this Agreement; provided, however, that if the Company and Parent are unable to reach mutual agreement on any such adjustments, the Estimated Closing Adjustment Statement delivered by the Company shall be the Estimated Closing Adjustment Statement for all purposes of this Agreement. (b) Within seventy-five Not later than sixty (7560) calendar days after the Closing Date, the Surviving Pubco Buyer shall prepare and deliver to the Company Securityholder Equityholder Representative a statement (the “Closing Adjustment Statement”), duly executed by an officer of the Surviving Pubco, setting forth the Surviving Pubco’s determination of the Closing Adjustment Items, including an estimated consolidated a balance sheet of the Acquired Companies Company as of the Effective TimeTime (other than with respect to the Closing Net Working Capital, which shall be as of the time specified in such definition). The Closing Adjustment Statement (i) shall be derived in good faith from the Books and Records of the Acquired Companies and (ii) such balance sheet shall be prepared on a consolidated basis in accordance with GAAP using applied on a basis consistent with the same accounting methodsapplication thereof to the most recent audited financial statements included in the Company Financial Statements (to the extent consistent with GAAP). The Closing Adjustment Statement delivered pursuant to this Section 2.6(b) shall be accompanied by a statement setting forth the amount, policiesif any, principles, practices and procedures, with consistent classifications, judgments and estimation methodologies as were used in preparation by which the total of the Base Balance SheetClosing Adjustment Items is greater than, or less than, the Estimated Closing Adjustment. The Closing Adjustment Statement, as proposed by the Surviving Pubco Buyer pursuant to this Section 2.5(b2.6(b), shall be deemed for purposes of this Section 2.5 2.6 to be the “Final Closing Adjustment Statement”, ,” the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 2.6 to be the “Final Closing AdjustmentAdjustment Items” and each shall be final and binding on all Partiesparties to this Agreement and on all Company Equityholders, unless the Company Securityholder Equityholder Representative timely delivers to the Surviving Pubco Buyer an Objection Notice in accordance with Section 2.5(c2.6(c). The Surviving Pubco shall, and shall cause the Surviving Company to, provide to the Company Securityholder Representative reasonable access to the Acquired Companies’ Books and Records as the Company Securityholder Representative may reasonably request in connection with its review of the Closing Adjustment Statement and shall cause the personnel of the Acquired Companies to reasonably cooperate with the Company Securityholder Representative in connection with its review of the Closing Adjustment Statement. (c) In the event that the Company Securityholder Equityholder Representative disputes the Closing Adjustment Statement delivered by the Surviving Pubco pursuant to Section 2.5(b) or the amount of any the Closing Adjustment Item reflected thereonItems, the Company Securityholder Equityholder Representative shall notify the Surviving Pubco Buyer in writing (the “Objection Notice”) of the amount, nature and basis of such dispute, within thirty forty-five (3045) calendar days after delivery of the Closing Adjustment Statement pursuant to Section 2.5(b2.6(b). Any such Objection Notice shall specify those items or amounts as to which the Company Securityholder Equityholder Representative disagrees and shall describe in reasonable detail the basis for such dispute. The Surviving Pubco disagrees, and the Company Securityholder Equityholder Representative shall use commercially reasonable efforts be deemed to resolve have agreed with all other items and amounts contained in the Closing Adjustment Statement and the amount of the Closing Adjustment Items delivered pursuant to Section 2.6(b). In the event of such differences regarding a dispute, the determination of Buyer and the Company Equityholder Representative shall first negotiate in good faith to reach agreement on the disputed items or amounts for a period of thirty (30) calendar days after in order to determine the Surviving Pubco’s receipt amount of the Objection NoticeClosing Adjustment Items, which amount shall not be more than the Buyer’s calculation delivered pursuant to Section 2.6(b) nor less than the Company Equityholder Representative’s calculation delivered pursuant to this Section 2.6(c). If the Surviving Pubco Buyer and the Company Securityholder Equityholder Representative reach a final resolution on the Closing Adjustment Statement within thirty forty-five (3045) calendar days after the Surviving PubcoBuyer’s receipt of the Objection Notice (or within any additional period as mutually agreed to between the Surviving Pubco Buyer and the Company Securityholder Equityholder Representative), then the Closing Adjustment Statement agreed upon by the Surviving Pubco Buyer and the Company Securityholder Equityholder Representative shall be deemed for purposes of this Section 2.5 2.6 to be the “Final Closing Adjustment Statement”, ,” the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 2.6 to be the “Final Closing AdjustmentAdjustment Items” and each shall be final and binding on the Partiesall parties to this Agreement and on all Company Equityholders. (d) If the Company Securityholder Representative Buyer and the Surviving Pubco do not reach a final resolution on Company Equityholder Representative are unable to resolve the items in the Objection Notice dispute within thirty forty-five (3045) calendar days after delivery of the Objection Notice, unless the Company Securityholder Representative and the Surviving Pubco mutually agree to continue their efforts to resolve such differences, the Surviving Pubco and the Company Securityholder Representative then any remaining items in dispute shall engage the Neutral Accountant within fifteen (15) calendar days thereafter (provided, that if the Neutral Accountant does not accept its appointment or if the Company Securityholder Representative and the Surviving Pubco cannot agree on the Neutral Accountant, in either case during such fifteen (15) calendar day period, then the Company Securityholder Representative or the Surviving Pubco may require, by written notice to the other, that the Neutral Accountant be selected by the New York City Regional Office of the American Arbitration Association in accordance with its procedures). The Neutral Accountant shall resolve such differences pursuant to an engagement agreement executed by the Company Securityholder Representative, the Surviving Pubco and the Neutral Accountant in accordance with this Section 2.5(d). Each of the Surviving Pubco and the Company Securityholder Representative shall submit to the Neutral Accountant (with a copy delivered to the other party on the same day), within ten (10) days after the date of the engagement of the Neutral Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions with respect to the Closing Adjustment Items set forth in the Objection Notice. Each of the Surviving Pubco and the Company Securityholder Representative may (but shall not be required to) submit to the Neutral Accountant (with a copy delivered to the other party on the same day), within twenty (20) calendar days after the date of the engagement of the Neutral Accountant, a memorandum responding to the initial memorandum submitted to the Neutral Accountant by the other partyAccountant. None of the Surviving Pubco, the Company Securityholder Representative, any other Party hereto or any of their respective Affiliates All determinations and calculations pursuant to this Section 2.6(d) shall have any ex parte communications or meetings with the Neutral Accountant regarding the subject matter hereof without the other party’s prior written consent. The Neutral Accountant shall be given reasonable access to all relevant records of the Surviving Pubco and the Surviving Company to calculate the Closing Adjustment Statement. The Neutral Accountant shall act as an expert in accounting to determine consider only the those Closing Adjustment Items that are set forth in the Objection Notice still and remain in dispute dispute, shall be a value that is not more than the Buyer’s calculation delivered pursuant to Section 2.6(b) nor less than the Company Equityholder Representative’s calculation delivered pursuant to Section 2.6(c), shall be in writing and shall be limited delivered to those adjustments, if any, required to be made for the Final Closing Adjustment to comply with the provisions of this Agreement. The Surviving Pubco, Buyer and the Company Securityholder Equityholder Representative and the other Parties hereto shall use their reasonable best efforts to cause the Neutral Accountant to issue its written determination regarding the Closing Adjustment Items set forth in the Objection Notice within thirty (30) calendar days after such items are submitted for reviewas promptly as practicable. Absent fraud or manifest error, the Closing Adjustment Statement as finally determined by the Neutral Accountant shall be deemed for purposes of this Section 2.5 2.6 to be the “Final Closing Adjustment Statement”, ,” the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 2.6 to be the “Final Closing AdjustmentAdjustment Items” and each shall be final and binding on all Partiesparties to this Agreement and on all Company Equityholders. In determining the Closing Adjustment Statement and the Closing Adjustment Items, the Neutral Accountant shall act as an expert and not as an arbitrator. A judgment on the determination made by the Neutral Accountant pursuant to this Section 2.5 2.6 may be entered in and enforced by any court having jurisdictionjurisdiction thereover. (e) The Neutral Accountant shall not be authorized or permitted to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between the Company Securityholder Representative and the Surviving Pubco regarding the determination of the Closing Adjustment Statement and the Closing Adjustment Items in accordance with this Section 2.5; (ii) resolve any such differences by making an adjustment to the Closing Adjustment Statement that is outside of the range defined by amounts as finally proposed by the Company Securityholder Representative and the Surviving Pubco; or (iii) apply any accounting methods, treatments, principles or procedures other than as described in this Section 2.5. (f) The fees and disbursements expenses of the Neutral Accountant in connection with the resolution of disputes pursuant to Section 2.6(d) shall be borne by the Surviving Pubco. (g) If Company Equityholders, on the amount one hand, and the Buyer, on the other hand, in proportion to the amounts by which the proposals of the Final Closing Adjustment is greater than the Estimated Closing Adjustment, then Buyer and the Company Securityholder Equityholder Representative shall, within three (3) Business Days after the date of determination of the Final Closing Adjustment, direct the Escrow Agent to (i) deliver a number of Adjustment Escrow Units (and, to the extent in excess of the Adjustment Escrow Units, other Adjustment Escrow Property) to the Surviving Company, equal to the lesser of (x) the quotient obtained by dividing (A) the amount of any such excess by (B) the Per Share Price, which such Adjustment Escrow Units shall be cancelled by the Surviving Company and (y) the entire Adjustment Escrow Property and (ii) to the extent that, after delivery of the Adjustment Escrow Property to the Surviving Company, there is remaining Adjustment Escrow Property held by the Escrow Agent, deliver such remaining Adjustment Escrow Property (the “Remaining Amount”) to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be delivered to the Company Equity Holders pursuant to Section 2.2(b)(ii)(C). (h) If the amount of the Estimated Closing Adjustment is greater than the Final Closing Adjustment (any such excess, the “Excess Amount”), then, within three (3) Business Days after the date of determination of the Final Closing Adjustment, (i) the Surviving Company shall issue a number of Surviving Company Membership Units to the Company Equity Holders pursuant to Section 2.2(b)(ii)(D), in each case equal to the lesser of (x) the quotient obtained by dividing (A) the Excess Amount by (B) the Per Share Price, and (y) the entire Adjustment Escrow Property and (ii) the Surviving Pubco shall direct the Escrow Agent to disburse the Adjustment Escrow Property to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be delivered to the Company Equity Holders pursuant to Section 2.2(b)(ii)(E). (i) The Parties agree that the procedures set forth in this Section 2.5 shall be the sole and exclusive method for resolving any disputes with respect to the determination of the Final Closing Adjustment Statement and the Final Closing Adjustment; provided, that this provision shall not prohibit the Surviving Pubco or the Company Securityholder Representative differed from instituting litigation to enforce the determination of the Neutral Accountant’s final determination. (j) If an NCP Contingent Payment Escrow Amount has been deposited with the Escrow Agent pursuant to Section 2.2(a)(iii), within five (5) Business Days after the earlier of (i) payment of the NCP Contingent Payment Amount being made by any Acquired Company (or the Surviving Pubco or any of its Affiliates) (without any further obligations of any Acquired Company for any additional NCP Contingent Payment Amount) and (ii) either (A) a binding agreement between the Company and the applicable counterparties under the NCP Agreement or (B) a final and binding determination that no NCP Contingent Payment Amount is payable in accordance with the terms of the NCP Agreement, evidence of which shall be provided promptly to the Company Securityholder Representative by the Surviving Pubco, (x) the Surviving Pubco may recover the amount of such NCP Contingent Payment Amount paid by any Acquired Company (if any) solely out of the NCP Contingent Payment Escrow Account (including the NCP Contingent Payment Escrow Amount and all interest, dividends, gains and other income thereon), and only to the extent that such amount is less than or equal to the amount then held in the NCP Contingent Payment Escrow Account, and no Company Equity Holder nor any other Person shall have any Liability to the Surviving Pubco or any of its Affiliates for any amount of such NCP Contingent Payment Amount which is in excess of the amount then held in the NCP Contingent Payment Escrow Account, and (y) the Escrow Agent shall disburse any amount remaining in the NCP Contingent Payment Escrow Account after a payment is made pursuant to clause (x) (or either (A) a binding agreement between the Company and the applicable counterparties under the NCP Agreement or (B) a final and binding determination is made that no NCP Contingent Payment Amount is payable in accordance with the terms of the NCP Agreement) (the “NCP Contingent Payment Remaining Amount”) to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be distributed to the Company Equity Holders pursuant to Section 2.2(b)(ii)(E). If, at the Effective Time, the NCP Contingent Payment Amount has not been determined in accordance with the NCP Agreement, the Company Securityholder Representative shall have the right to, at its expense, control the preparation of the Earn-Out Calculation Statement (as defined in the NCP Agreement), the review of the Final Earn-Out Calculation Statement (as defined in the NCP Agreement), the submission of an Earn-Out Calculation Objection Notice (as defined in the NCP Agreement), the negotiation of any items disputed in such Earn-Out Calculation Objection Notice, the negotiation, execution and delivery of the engagement agreement with, and the submission of the presentation to, the Neutral Accountant (as defined in the NCP Agreement), and control any litigation instituted in connection therewith, in each case to the fullest extent as if the Company Securityholder Representative were “Buyer” under the NCP Agreement. The Surviving Pubco shall and shall cause the Surviving Company to reasonably cooperate in such matters, including (i) providing reasonable access to the books and records of the Acquired Companies and to its independent accountants and their workpapers (upon delivery of a customary access letter to the extent required by such independent accountants) and (ii) submitting dispute notices and other notices and materials requested by the Company Securityholder Representative.

Adjustment Before and After the Closing. The Estimated Closing Adjustment and the Final Closing Adjustment Total Consideration shall be determined subject to adjustment as set forth below in this Section 2.5follows: (a) No less Not later than three four (34) Business Days prior to the Closing Date, the Company shall prepare and deliver to Parent the Buyer a statement (the “Estimated Closing Adjustment Statement”), duly executed by an officer of the Company, ) setting forth the Company’s good faith estimate of the Closing Adjustment Items (the “Estimated Closing Adjustment”), including an estimated consolidated balance sheet together with all relevant backup materials, in detail reasonably acceptable to the Buyer. If within two (2) Business Days following the Buyer’s actual receipt of the Acquired Companies as of the Effective Time. The Estimated Closing Adjustment Statement (i) shall be derived in good faith from the Books and Records of the Acquired Companies and (ii) shall be prepared on a consolidated basis in accordance with generally accepted accounting principles in the United States (“GAAP”) using the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodologies as were used in preparation of the Base Balance Sheet. Promptly after delivering the Estimated Closing Adjustment Statement to Parent, the Company will meet with Parent (which meeting may be telephonic) to review and discuss the Estimated Closing Adjustment Statement, the Buyer has not given the Company notice of its objection to the Estimated Closing Adjustment, the Closing Purchase Price shall be adjusted as set forth in the Estimated Closing Adjustment Statement. If the Buyer gives such notice of objection, the Company and the Buyer will work together in good faith to resolve the issues in dispute. If all disputed issues are resolved, the amounts as agreed upon by the Buyer and the Company will consider in good faith Parentshall be used to complete the Estimated Closing Adjustment. If the Buyer and the Company are unable to resolve all such disputed issues within two (2) Business Days following the Buyer’s comments delivery of the notice of objection to the Estimated Closing Adjustment Statement, and, to the extent mutually agreed upon by the Company and Parent, both acting reasonably and in good faith, make any appropriate adjustments to the Estimated Closing Adjustment Statement prior to the Closing, which adjusted Estimated Closing Adjustment Statement shall thereafter become the Estimated Closing Adjustment Statement for all purposes of this Agreement; provided, however, that if the Company and Parent are unable to reach mutual agreement on any such adjustments, the Estimated Closing Adjustment Statement delivered be as determined by the Company shall be the Estimated Closing Adjustment Statement for all purposes of this AgreementBuyer. (b) Within seventy-five Not later than sixty (7560) calendar days after the Closing Date, the Surviving Pubco Buyer shall prepare and deliver to the Company Securityholder Representative a statement (the “Closing Adjustment Statement”), duly executed by an officer of the Surviving Pubco, setting forth the Surviving Pubco’s determination of the Closing Adjustment Items, including an estimated consolidated balance sheet of the Acquired Companies as of the Effective Time. The Closing Adjustment Statement shall be prepared in accordance with GAAP applied consistently with the Company’s past practices (to the extent such past practices are consistent with GAAP). The Closing Adjustment Statement delivered pursuant to paragraph (b) above shall be accompanied by (i) shall be derived all relevant backup materials, in good faith from detail reasonably acceptable to the Books and Records of Representative (the Acquired Companies “Backup Materials”), and (ii) shall be prepared on a consolidated basis in accordance with GAAP using statement setting forth the same accounting methodsamount, policiesif any, principles, practices and procedures, with consistent classifications, judgments and estimation methodologies as were used in preparation by which the total of the Base Balance Sheet. The Closing Adjustment Statement, as proposed by the Surviving Pubco pursuant to this Section 2.5(b), shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment Statement”, the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 to be is greater than, or less than, the “Final Estimated Closing Adjustment” and each shall be final and binding on all Parties, unless the Company Securityholder Representative timely delivers to the Surviving Pubco an Objection Notice in accordance with Section 2.5(c). The Surviving Pubco shall, and shall cause the Surviving Company to, provide to the Company Securityholder Representative reasonable access to the Acquired Companies’ Books and Records as the Company Securityholder Representative may reasonably request in connection with its review of the Closing Adjustment Statement and shall cause the personnel of the Acquired Companies to reasonably cooperate with the Company Securityholder Representative in connection with its review of the Closing Adjustment Statement. (c) In the event that the Company Securityholder Representative disputes the Closing Adjustment Statement delivered by the Surviving Pubco pursuant to Section 2.5(b) or the amount of any the Closing Adjustment Item reflected thereonItems, the Company Securityholder Representative shall notify the Surviving Pubco Buyer in writing (the “Objection Dispute Notice”) of the amount, nature and basis of such dispute, within thirty (30) 30 calendar days after delivery of the Closing Adjustment Statement pursuant to Section 2.5(b)and the Backup Materials. Any such Objection Dispute Notice shall specify those items or amounts as to which the Company Securityholder Representative disagrees and shall describe in reasonable detail the basis for such dispute. The Surviving Pubco disagrees, and the Company Securityholder Representative shall be deemed to have agreed with all other items and amounts contained in the Closing Adjustment Statement and the amount of the Closing Adjustment Items delivered pursuant to Section 2.7(b). In the event of such a dispute, the Buyer and the Representative shall first use commercially reasonable efforts their Reasonable Best Efforts to resolve such differences regarding the determination of reach agreement on the disputed items or amounts for a period of thirty (30) calendar days after in order to determine the Surviving Pubco’s receipt amount of the Objection NoticeClosing Adjustment Items, which amount shall not be less than the Buyer’s calculation delivered pursuant to Section 2.7(b) nor more than the Representative’s calculation delivered pursuant to this Section 2.7(c). If the Surviving Pubco Buyer and the Company Securityholder Representative reach a final resolution on are unable to resolve the Closing Adjustment Statement dispute within thirty (30) calendar days after the Surviving Pubco’s receipt of the Objection Notice (or within any additional period as mutually agreed to between the Surviving Pubco and the Company Securityholder Representative), then the Closing Adjustment Statement agreed upon by the Surviving Pubco and the Company Securityholder Representative shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment Statement”, the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment” and each shall be final and binding on the Parties. (d) If the Company Securityholder Representative and the Surviving Pubco do not reach a final resolution on the items in the Objection Notice within thirty (30) 30 calendar days after delivery of the Objection Dispute Notice, unless then any remaining items in dispute shall be submitted to Xxxx Xxxxxxx or, if Xxxx Xxxxxxx is unwilling to accept such engagement, another independent nationally recognized accounting firm selected in writing by the Company Securityholder Representative and the Surviving Pubco mutually agree to continue their efforts to resolve such differencesBuyer or, the Surviving Pubco and the Company Securityholder Representative shall engage the Neutral Accountant within fifteen (15) calendar days thereafter (provided, that if the Neutral Accountant does not accept its appointment or if the Company Securityholder Representative and the Surviving Pubco cannot agree on the Neutral Accountant, in either case during such fifteen (15) calendar day period, then the Company Securityholder Representative Buyer fail or the Surviving Pubco may require, by written notice refuse to the other, that the Neutral Accountant be selected by the New York City Regional Office of the American Arbitration Association in accordance with its procedures). The Neutral Accountant shall resolve such differences pursuant to an engagement agreement executed by the Company Securityholder Representative, the Surviving Pubco and the Neutral Accountant in accordance with this Section 2.5(d). Each of the Surviving Pubco and the Company Securityholder Representative shall submit to the Neutral Accountant (with select a copy delivered to the other party on the same day), firm within ten (10) calendar days after written request therefor by the date Representative or the Buyer, such an independent nationally recognized accounting firm shall be selected in accordance with the rules of the engagement New York, New York office of the AAA (the “Neutral Accountant”). All determinations and calculations pursuant to this paragraph (c) shall consider only those Closing Adjustment Items as to which the Representative has disagreed, shall be in writing and shall be delivered to the Buyer and the Representative as promptly as practicable. The determination of the Neutral Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions with respect Accountant as to the Closing Adjustment Items set forth in the Objection Notice. Each resolution of the Surviving Pubco and the Company Securityholder Representative may (but shall not be required to) submit to the Neutral Accountant (with a copy delivered to the other party on the same day), within twenty (20) calendar days after the date of the engagement of the Neutral Accountant, a memorandum responding to the initial memorandum submitted to the Neutral Accountant by the other party. None of the Surviving Pubco, the Company Securityholder Representative, any other Party hereto or any of their respective Affiliates shall have any ex parte communications or meetings with the Neutral Accountant regarding the subject matter hereof without the other party’s prior written consent. The Neutral Accountant dispute shall be given reasonable access to all relevant records of the Surviving Pubco binding and the Surviving Company to calculate the Closing Adjustment Statement. The Neutral Accountant shall act as an expert in accounting to determine only the Closing Adjustment Items set forth in the Objection Notice still in dispute and shall be limited to those adjustments, if any, required to be made for the Final Closing Adjustment to comply with the provisions of this Agreement. The Surviving Pubco, the Company Securityholder Representative and the other Parties hereto shall use their reasonable best efforts to cause the Neutral Accountant to issue its written determination regarding the Closing Adjustment Items set forth in the Objection Notice within thirty (30) calendar days after such items are submitted for review. Absent fraud or manifest error, the Closing Adjustment Statement as finally determined by the Neutral Accountant shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment Statement”, the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment” and each shall be final and binding on conclusive upon all Parties. In determining the Closing Adjustment Statement and the Closing Adjustment Items, the Neutral Accountant shall act as an expert and not as an arbitrator. A judgment on the determination made by the Neutral Accountant pursuant to this Section 2.5 2.7 may be entered in and enforced by any court having jurisdictionjurisdiction thereover. (d) The fees and expenses of the Neutral Accountant in connection with the resolution of disputes pursuant to Section 2.7(c) shall be shared equally by the Company Equityholders, on the one hand, and the Buyer, on the other hand; provided that if the Neutral Accountant determines that one such party has adopted a position or positions with respect to the Closing Adjustment Statement or the amount of the Closing Adjustment Items that is frivolous or clearly without merit, the Neutral Accountant may, in its discretion, assign a greater portion of any such fees and expenses to such party. (e) The Neutral Accountant Immediately upon the expiration of the 30 calendar day period for giving the Dispute Notice, if no such notice is given, or upon notification by the Representative to the Buyer that no such notice will be given, or immediately upon the resolution of disputes, if any, pursuant to this Section 2.7, the Closing Purchase Price shall not be authorized or permitted to:adjusted as follows (the “Adjusted Closing Purchase Price”): (i) determine any questions or matters whatsoever under or in connection with this Agreement except for If the resolution of differences between the Company Securityholder Representative and the Surviving Pubco regarding the determination amount of the Final Closing Adjustment Statement and exceeds the amount of the Estimated Closing Adjustment Items Adjustment, the Buyer shall be entitled to recover such deficiency pursuant to the terms of the Escrow Agreement or, if no Escrow Fund has been established in accordance with this the provisions of Section 2.5;2.6(i), by an offset of any Milestone Payments in accordance with the provisions of Section 7.5. (ii) resolve any such differences by making an adjustment to the Closing Adjustment Statement that is outside of the range defined by amounts as finally proposed by the Company Securityholder Representative and the Surviving Pubco; or (iii) apply any accounting methods, treatments, principles or procedures other than as described in this Section 2.5. (f) The fees and disbursements of the Neutral Accountant shall be borne by the Surviving Pubco. (g) If the amount of the Final Closing Adjustment is greater than equal to the amount of the Estimated Closing Adjustment, then the Company Securityholder Representative shall, within three (3) Business Days after the date of determination of the Final Closing Adjustment, direct the Escrow Agent to (i) deliver a number of Adjustment Escrow Units (Purchase Price shall not be adjusted; and, to the extent in excess of the Adjustment Escrow Units, other Adjustment Escrow Property) to the Surviving Company, equal to the lesser of (x) the quotient obtained by dividing (A) the amount of any such excess by (B) the Per Share Price, which such Adjustment Escrow Units shall be cancelled by the Surviving Company and (y) the entire Adjustment Escrow Property and (ii) to the extent that, after delivery of the Adjustment Escrow Property to the Surviving Company, there is remaining Adjustment Escrow Property held by the Escrow Agent, deliver such remaining Adjustment Escrow Property (the “Remaining Amount”) to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be delivered to the Company Equity Holders pursuant to Section 2.2(b)(ii)(C). (hiii) If the amount of the Estimated Closing Adjustment is greater than the Final Closing Adjustment (any such excess, the “Excess Amount”), then, within three (3) Business Days after the date of determination of exceeds the Final Closing Adjustment, (i) the Surviving Company shall issue a number amount of Surviving Company Membership Units to the Company Equity Holders pursuant to Section 2.2(b)(ii)(D)such surplus, in each case equal to the lesser of (x) the quotient obtained by dividing less (A) the Excess Amount by any portion thereof payable to Bank of America and (B) Applicable Employment Taxes (the Per Share Price, and (y“Closing Adjustment Surplus”) shall be paid in cash by the entire Adjustment Escrow Property and (ii) the Surviving Pubco shall direct the Escrow Agent to disburse the Adjustment Escrow Property Buyer to the Paying and Exchange Agent (on behalf of or the Company Equity Holders) to be delivered to the Company Equity Holders pursuant to Section 2.2(b)(ii)(E). (i) The Parties agree that the procedures set forth in this Section 2.5 shall be the sole and exclusive method for resolving any disputes with respect to Surviving Corporation promptly after the determination of the Final Closing Adjustment Statement and the Final Closing Adjustment; provided, that this provision shall not prohibit the Surviving Pubco or Surplus for further distribution to the Company Securityholder Representative from instituting litigation Equityholders. The Buyer shall cause the Paying Agent to enforce pay as promptly as practicable (following receipt of such cash) to each holder of Company Shares the determination Applicable Share of the Neutral Accountant. Closing Adjustment Surplus (j) If an NCP Contingent Payment Escrow Amount has been deposited with the Escrow Agent pursuant to Section 2.2(a)(iii), within five (5) Business Days after the earlier of (i) payment of the NCP Contingent Payment Amount being made reduced by any Acquired Company (or the Surviving Pubco or any of its Affiliatesapplicable withholding) (without any further obligations of any Acquired Company for any additional NCP Contingent Payment Amount) and (ii) either (A) a binding agreement between the Company and the applicable counterparties under the NCP Agreement or (B) a final and binding determination that no NCP Contingent Payment Amount is payable in accordance with the terms applicable Future Payment Allocation Schedule. The Buyer shall cause the Surviving Corporation to pay as promptly as practicable (and in any event, no later than the next payroll date (following receipt of such cash) of the NCP Agreement, evidence Surviving Corporation) to each holder of which shall be provided promptly to Options the Company Securityholder Representative by Applicable Share of the Surviving Pubco, Closing Adjustment Surplus (x) the Surviving Pubco may recover the amount of such NCP Contingent Payment Amount paid reduced by any Acquired Company (if anyapplicable withholding) solely out of the NCP Contingent Payment Escrow Account (including the NCP Contingent Payment Escrow Amount and all interest, dividends, gains and other income thereon), and only to the extent that such amount is less than or equal to the amount then held in the NCP Contingent Payment Escrow Account, and no Company Equity Holder nor any other Person shall have any Liability to the Surviving Pubco or any of its Affiliates for any amount of such NCP Contingent Payment Amount which is in excess of the amount then held in the NCP Contingent Payment Escrow Account, and (y) the Escrow Agent shall disburse any amount remaining in the NCP Contingent Payment Escrow Account after a payment is made pursuant to clause (x) (or either (A) a binding agreement between the Company and the applicable counterparties under the NCP Agreement or (B) a final and binding determination is made that no NCP Contingent Payment Amount is payable in accordance with the terms of the NCP Agreement) (the “NCP Contingent applicable Future Payment Remaining Amount”) to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be distributed to the Company Equity Holders pursuant to Section 2.2(b)(ii)(E). If, at the Effective Time, the NCP Contingent Payment Amount has not been determined in accordance with the NCP Agreement, the Company Securityholder Representative shall have the right to, at its expense, control the preparation of the Earn-Out Calculation Statement (as defined in the NCP Agreement), the review of the Final Earn-Out Calculation Statement (as defined in the NCP Agreement), the submission of an Earn-Out Calculation Objection Notice (as defined in the NCP Agreement), the negotiation of any items disputed in such Earn-Out Calculation Objection Notice, the negotiation, execution and delivery of the engagement agreement with, and the submission of the presentation to, the Neutral Accountant (as defined in the NCP Agreement), and control any litigation instituted in connection therewith, in each case to the fullest extent as if the Company Securityholder Representative were “Buyer” under the NCP Agreement. The Surviving Pubco shall and shall cause the Surviving Company to reasonably cooperate in such matters, including (i) providing reasonable access to the books and records of the Acquired Companies and to its independent accountants and their workpapers (upon delivery of a customary access letter to the extent required by such independent accountants) and (ii) submitting dispute notices and other notices and materials requested by the Company Securityholder RepresentativeAllocation Schedule.

Adjustment Before and After the Closing. The Closing Gross Margin, the Estimated Closing Adjustment and the Final Closing Adjustment shall be determined as set forth below in this Section 2.52.05: (a) No less By no later than three the five (35th) Business Days Day prior to the Closing Date, the Company Seller shall prepare and deliver to Parent Buyer a statement setting forth the Closing Gross Margin and the Estimated Closing Adjustment, including a consolidated statement of financial position of the Group Companies as of 11:59 PM Eastern time on the day immediately prior to the Closing Date, together with all relevant backup materials, in detail reasonably acceptable to Buyer (the “Estimated Closing Adjustment Statement”), duly executed by an officer of the Company, setting forth the Company’s good faith estimate of the Closing Adjustment Items (the “Estimated Closing Adjustment”), including an estimated consolidated balance sheet of the Acquired Companies as of the Effective Time. The Estimated Closing Adjustment Statement (i) shall be derived in good faith from the Books Gross Margin and Records of the Acquired Companies and (ii) shall be prepared on a consolidated basis in accordance with generally accepted accounting principles in the United States (“GAAP”) using the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodologies as were used in preparation of the Base Balance Sheet. Promptly after delivering the Estimated Closing Adjustment Statement and such consolidated statement of financial position shall be prepared in accordance with the Accounting Principles. From the delivery of the Closing Gross Margin and the Estimated Closing Adjustment Statement until such time as the calculation of the Closing Gross Margin and the Estimated Closing Adjustment has been finally determined pursuant to Parentthis Section 2.05(a), Buyer and its accountants shall, upon reasonable notice and during normal business hours, be permitted to discuss with Seller and the Company will meet with Parent (which meeting may Group Companies and their accountants the calculation of the Closing Gross Margin and the Estimated Closing Adjustment Statement and shall be telephonic) provided complete and accurate copies of, and have reasonable access, upon reasonable notice at reasonable times during normal business hours, to review the work papers and discuss supporting records of Seller and the Group Companies and their accountants so as to allow Buyer and its accountants to verify the accuracy of the Closing Gross Margin and the Estimated Closing Adjustment Statement. If Buyer objects to the calculation of the Closing Gross Margin and the Estimated Closing Adjustment Statement, Seller and the Company Buyer will consider work together in good faith Parentto resolve the issues in dispute. If all disputed issues are resolved, the amounts as agreed upon by Buyer and Seller shall be used to determine the Closing Gross Margin and the Estimated Closing Adjustment. If Buyer and Seller are unable to resolve all such disputed issues within five (5) Business Days following Buyer’s comments to receipt of the calculation of the Closing Gross Margin and the Estimated Closing Adjustment Statement, and, to the extent mutually agreed upon by the Company Closing Gross Margin and Parent, both acting reasonably and in good faith, make any appropriate adjustments to the Estimated Closing Adjustment Statement prior to the Closing, which adjusted Estimated Closing Adjustment Statement shall thereafter become the Estimated Closing Adjustment Statement for all purposes of this Agreement; provided, however, that if the Company and Parent are unable to reach mutual agreement on any such adjustments, the Estimated Closing Adjustment Statement delivered by the Company shall be the Estimated Closing Adjustment Statement for all purposes of this Agreementas determined by Buyer. (b) Within seventy-five (75) Not later than 90 calendar days after the Closing Date, the Surviving Pubco Buyer shall prepare and deliver to Seller the Company Securityholder Representative a statement (the “Closing Adjustment Statement”), duly executed by an officer including a consolidated statement of financial position of the Surviving Pubco, setting forth the Surviving Pubco’s determination of the Closing Adjustment Items, including an estimated consolidated balance sheet of the Acquired Group Companies as of as of 11:59 PM Eastern time on the Effective Timeday immediately prior to the Closing Date. The Closing Adjustment Statement (iand such consolidated statement of financial position shall be prepared in accordance with the Accounting Principles. The Closing Adjustment Statement delivered pursuant to this Section 2.05(b) shall be derived in good faith from accompanied by a statement setting forth the Books and Records amount, if any, by which the total of the Acquired Companies and (ii) shall be prepared on a consolidated basis in accordance with GAAP using Closing Adjustment Items is greater than, or less than, the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodologies as were used in preparation of the Base Balance SheetEstimated Closing Adjustment. The Closing Adjustment Statement, as proposed by the Surviving Pubco Buyer pursuant to this Section 2.5(b2.05(b), shall be deemed for purposes of this Section 2.5 2.05 to be the “Final Closing Adjustment Statement”, ,” the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 2.05 to be the “Final Closing AdjustmentAdjustment Items” and each shall be final and binding on all Partiesparties to this Agreement, unless the Company Securityholder Representative Seller timely delivers to the Surviving Pubco Buyer an Objection Notice in accordance with Section 2.5(c2.05(c). The Surviving Pubco shall, and shall cause the Surviving Company to, provide to the Company Securityholder Representative reasonable access to the Acquired Companies’ Books and Records as the Company Securityholder Representative may reasonably request in connection with its review of the Closing Adjustment Statement and shall cause the personnel of the Acquired Companies to reasonably cooperate with the Company Securityholder Representative in connection with its review of the Closing Adjustment Statement. (c) In the event that the Company Securityholder Representative Seller disputes the Closing Adjustment Statement delivered by the Surviving Pubco pursuant to Section 2.5(b) or the amount of any the Closing Adjustment Item reflected thereonItems, the Company Securityholder Representative Seller shall notify the Surviving Pubco Buyer in writing (the “Objection Notice”) of the amount, nature and basis of such dispute, within thirty (30) 30 calendar days after delivery of the Closing Adjustment Statement pursuant to Section 2.5(b2.05(b). Any such Objection Notice shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Company Securityholder Representative disagrees and shall describe in reasonable detail the basis for such dispute. The Surviving Pubco Closing Adjustment Statement and the Company Securityholder Representative amount of the Closing Adjustment Items delivered pursuant to Section 2.05(b). In the event of such a dispute, Buyer and Seller shall use commercially reasonable efforts first negotiate in good faith to resolve such differences regarding the determination of reach agreement on the disputed items or amounts for a period of thirty (30) calendar days after in order to determine the Surviving Pubco’s receipt amount of the Objection NoticeClosing Adjustment Items, which amount shall not be more than Buyer’s calculation delivered pursuant to Section 2.05(b) nor less than Seller’s calculation delivered pursuant to this Section 2.05(c). If the Surviving Pubco Buyer and the Company Securityholder Representative Seller reach a final resolution on the Closing Adjustment Statement within thirty (30) calendar 30 days after the Surviving PubcoBuyer’s receipt of the Objection Notice (or within any additional period as mutually agreed to between the Surviving Pubco Buyer and the Company Securityholder RepresentativeSeller), then the Closing Adjustment Statement agreed upon by the Surviving Pubco Buyer and the Company Securityholder Representative Seller shall be deemed for purposes of this Section 2.5 2.05 to be the “Final Closing Adjustment Statement”, ,” the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 2.05 to be the “Final Closing AdjustmentAdjustment Items” and each shall be final and binding on the Partiesall parties to this Agreement. (d) If Buyer and Seller are unable to resolve the Company Securityholder Representative and the Surviving Pubco do not reach a final resolution on the items in the Objection Notice dispute within thirty (30) 30 calendar days after delivery of the Objection Notice, unless then either Buyer or Seller shall have the Company Securityholder Representative and the Surviving Pubco mutually agree right to continue their efforts to resolve such differences, the Surviving Pubco and the Company Securityholder Representative shall engage the Neutral Accountant within fifteen (15) calendar days thereafter (provided, that if the Neutral Accountant does not accept its appointment or if the Company Securityholder Representative and the Surviving Pubco cannot agree on the Neutral Accountant, submit any remaining items in either case during such fifteen (15) calendar day period, then the Company Securityholder Representative or the Surviving Pubco may require, by written notice dispute to the other, that the Neutral Accountant be selected by the New York City Regional Office of the American Arbitration Association in accordance with its procedures)Special Accountants. The Neutral Accountant shall resolve such differences All determinations and calculations pursuant to an engagement agreement executed by the Company Securityholder Representative, the Surviving Pubco and the Neutral Accountant in accordance with this Section 2.5(d). Each of the Surviving Pubco and the Company Securityholder Representative 2.05(d) shall submit to the Neutral Accountant (with a copy delivered to the other party on the same day), within ten (10) days after the date of the engagement of the Neutral Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions with respect to the consider only those Closing Adjustment Items set forth in the Objection Notice. Each of the Surviving Pubco and the Company Securityholder Representative may (but shall not be required to) submit to the Neutral Accountant (with a copy delivered to the other party on the same day), within twenty (20) calendar days after the date of the engagement of the Neutral Accountant, a memorandum responding to the initial memorandum submitted to the Neutral Accountant by the other party. None of the Surviving Pubco, the Company Securityholder Representative, any other Party hereto or any of their respective Affiliates shall have any ex parte communications or meetings with the Neutral Accountant regarding the subject matter hereof without the other party’s prior written consent. The Neutral Accountant shall be given reasonable access to all relevant records of the Surviving Pubco and the Surviving Company to calculate the Closing Adjustment Statement. The Neutral Accountant shall act as an expert in accounting to determine only the Closing Adjustment Items that are set forth in the Objection Notice still and remain in dispute dispute, shall be a value that is not more than Buyer’s calculation delivered pursuant to Section 2.05(b) nor less than Seller’s calculation delivered pursuant to Section 2.05(c), shall be in writing and shall be limited delivered to those adjustments, if any, required to be made for the Final Closing Adjustment to comply with the provisions of this Agreement. The Surviving Pubco, the Company Securityholder Representative Buyer and the other Parties hereto shall use their reasonable best efforts to cause the Neutral Accountant to issue its written determination regarding the Closing Adjustment Items set forth in the Objection Notice within thirty (30) calendar days after such items are submitted for reviewSeller as promptly as practicable. Absent fraud or manifest error, the Closing Adjustment Statement as finally determined by the Neutral Accountant Special Accountants shall be deemed for purposes of this Section 2.5 2.05 to be the “Final Closing Adjustment Statement”, ,” the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 2.05 to be the “Final Closing AdjustmentAdjustment Items” and each shall be final and binding on all Parties. In determining the Closing Adjustment Statement and the Closing Adjustment Items, the Neutral Accountant shall act as an expert and not as an arbitrator. A judgment on the determination made by the Neutral Accountant pursuant parties to this Section 2.5 may be entered in and enforced by any court having jurisdictionAgreement. (e) The Neutral Accountant shall not be authorized or permitted to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between the Company Securityholder Representative and the Surviving Pubco regarding the determination of the Closing Adjustment Statement and the Closing Adjustment Items in accordance with this Section 2.5; (ii) resolve any such differences by making an adjustment to the Closing Adjustment Statement that is outside of the range defined by amounts as finally proposed by the Company Securityholder Representative and the Surviving Pubco; or (iii) apply any accounting methods, treatments, principles or procedures other than as described in this Section 2.5. (f) The fees and disbursements of the Neutral Accountant shall be borne by the Surviving Pubco. (g) If the amount of the Final Closing Adjustment is greater than the Estimated Closing Adjustment, then the Company Securityholder Representative shall, within three (3) Business Days after the date of determination of the Final Closing Adjustment, direct the Escrow Agent to (i) deliver a number of Adjustment Escrow Units (and, to the extent in excess of the Adjustment Escrow Units, other Adjustment Escrow Property) to the Surviving Company, equal to the lesser of (x) the quotient obtained by dividing (A) the amount of any such excess by (B) the Per Share Price, which such Adjustment Escrow Units shall be cancelled by the Surviving Company and (y) the entire Adjustment Escrow Property and (ii) to the extent that, after delivery of the Adjustment Escrow Property to the Surviving Company, there is remaining Adjustment Escrow Property held by the Escrow Agent, deliver such remaining Adjustment Escrow Property (the “Remaining Amount”) to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be delivered to the Company Equity Holders pursuant to Section 2.2(b)(ii)(C). (h) If the amount of the Estimated Closing Adjustment is greater than the Final Closing Adjustment (any such excess, the “Excess Amount”), then, within three (3) Business Days after the date of determination of the Final Closing Adjustment, (i) the Surviving Company shall issue a number of Surviving Company Membership Units to the Company Equity Holders pursuant to Section 2.2(b)(ii)(D), in each case equal to the lesser of (x) the quotient obtained by dividing (A) the Excess Amount by (B) the Per Share Price, and (y) the entire Adjustment Escrow Property and (ii) the Surviving Pubco shall direct the Escrow Agent to disburse the Adjustment Escrow Property to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be delivered to the Company Equity Holders pursuant to Section 2.2(b)(ii)(E). (i) The Parties agree that the procedures set forth in this Section 2.5 shall be the sole and exclusive method for resolving any disputes with respect to the determination of the Final Closing Adjustment Statement and the Final Closing Adjustment; provided, that this provision shall not prohibit the Surviving Pubco or the Company Securityholder Representative from instituting litigation to enforce the determination of the Neutral Accountant. (j) If an NCP Contingent Payment Escrow Amount has been deposited with the Escrow Agent pursuant to Section 2.2(a)(iii), within five (5) Business Days after the earlier of (i) payment of the NCP Contingent Payment Amount being made by any Acquired Company (or the Surviving Pubco or any of its Affiliates) (without any further obligations of any Acquired Company for any additional NCP Contingent Payment Amount) and (ii) either (A) a binding agreement between the Company and the applicable counterparties under the NCP Agreement or (B) a final and binding determination that no NCP Contingent Payment Amount is payable in accordance with the terms of the NCP Agreement, evidence of which shall be provided promptly to the Company Securityholder Representative by the Surviving Pubco, (x) the Surviving Pubco may recover the amount of such NCP Contingent Payment Amount paid by any Acquired Company (if any) solely out of the NCP Contingent Payment Escrow Account (including the NCP Contingent Payment Escrow Amount and all interest, dividends, gains and other income thereon), and only to the extent that such amount is less than or equal to the amount then held in the NCP Contingent Payment Escrow Account, and no Company Equity Holder nor any other Person shall have any Liability to the Surviving Pubco or any of its Affiliates for any amount of such NCP Contingent Payment Amount which is in excess of the amount then held in the NCP Contingent Payment Escrow Account, and (y) the Escrow Agent shall disburse any amount remaining in the NCP Contingent Payment Escrow Account after a payment is made pursuant to clause (x) (or either (A) a binding agreement between the Company and the applicable counterparties under the NCP Agreement or (B) a final and binding determination is made that no NCP Contingent Payment Amount is payable in accordance with the terms of the NCP Agreement) (the “NCP Contingent Payment Remaining Amount”) to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be distributed to the Company Equity Holders pursuant to Section 2.2(b)(ii)(E). If, at the Effective Time, the NCP Contingent Payment Amount has not been determined in accordance with the NCP Agreement, the Company Securityholder Representative shall have the right to, at its expense, control the preparation of the Earn-Out Calculation Statement (as defined in the NCP Agreement), the review of the Final Earn-Out Calculation Statement (as defined in the NCP Agreement), the submission of an Earn-Out Calculation Objection Notice (as defined in the NCP Agreement), the negotiation of any items disputed in such Earn-Out Calculation Objection Notice, the negotiation, execution and delivery of the engagement agreement with, and the submission of the presentation to, the Neutral Accountant (as defined in the NCP Agreement), and control any litigation instituted in connection therewith, in each case to the fullest extent as if the Company Securityholder Representative were “Buyer” under the NCP Agreement. The Surviving Pubco shall and shall cause the Surviving Company to reasonably cooperate in such matters, including (i) providing reasonable access to the books and records of the Acquired Companies and to its independent accountants and their workpapers (upon delivery of a customary access letter to the extent required by such independent accountants) and (ii) submitting dispute notices and other notices and materials requested by the Company Securityholder Representative.

Adjustment Before and After the Closing. The Estimated Closing Adjustment and the Final Closing Adjustment shall be determined as set forth below in this Section 2.52.6: (a) No less Not later than three four (34) Business Days prior to the Closing Date, the Company shall prepare and deliver to Parent the Buyer a statement (the “Estimated Closing Adjustment Statement”), duly executed by an officer of the Company, ) setting forth the Company’s good faith estimate of the Closing Adjustment Items (the “Estimated Closing Adjustment”), including an estimated consolidated balance sheet of the Acquired Companies Company and the Subsidiaries as of immediately prior to the Effective Time, together with all relevant backup materials, in detail reasonably acceptable to the Buyer. The Estimated Closing Adjustment Statement (i) shall be derived in good faith from the Books and Records of the Acquired Companies and (ii) such consolidated balance sheet shall be prepared on a consolidated basis in accordance with generally accepted accounting principles GAAP applied on a basis consistent with the application thereof to the most recent audited financial statements included in the United States Company Financial Statements (“to the extent consistent with GAAP”). Schedule 2.6(a) using attached hereto reflects the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodologies as were used in preparation of the Base Balance Sheet. Promptly after delivering the Estimated Closing Adjustment Statement Items to Parent, the Company will meet with Parent (which meeting may be telephonic) to review and discuss included in the Estimated Closing Adjustment Statement, including estimated amounts in respect thereof as of the date of this Agreement. From the delivery of the Estimated Closing Adjustment Statement until such time as the calculation of the Estimated Closing Adjustment has been finally determined pursuant to this Section 2.6(a), the Buyer and its accountants shall, upon reasonable notice and during normal business hours, be permitted to discuss with the Company will consider in good faith Parent’s comments and its accountants the Estimated Closing Adjustment Statement and shall be provided complete and accurate copies of, and have reasonable access, upon reasonable notice at reasonable times during normal business hours, to the work papers and supporting records of the Company and its accountants so as to allow the Buyer and its accountants to verify the accuracy of the Estimated Closing Adjustment Statement. If the Buyer objects to the Estimated Closing Adjustment Statement, andthe Company and the Buyer will work together in good faith to resolve the issues in dispute. If all disputed issues are resolved, to the extent mutually amounts as agreed upon by the Buyer and the Company shall be used to determine the Estimated Closing Adjustment. If the Buyer and Parent, both acting reasonably and in good faith, make any appropriate adjustments the Company are unable to resolve all such disputed issues within four (4) Business Days following the Buyer’s receipt of the Estimated Closing Adjustment Statement prior to the Closing, which adjusted Estimated Closing Adjustment Statement shall thereafter become the Estimated Closing Adjustment Statement for all purposes of this Agreement; provided, however, that if the Company and Parent are unable to reach mutual agreement on any such adjustmentsStatement, the Estimated Closing Adjustment Statement delivered shall be as determined by the Company shall be the Estimated Closing Adjustment Statement for all purposes of this AgreementCompany. (b) Within seventy-five (75) Not later than 60 calendar days after the Closing Date, the Surviving Pubco Buyer shall prepare and deliver to the Company Securityholder Equityholder Representative a statement (the “Closing Adjustment Statement”), duly executed by an officer of the Surviving Pubco, setting forth the Surviving Pubco’s determination of the Closing Adjustment Items, including an estimated a consolidated balance sheet of the Acquired Companies Company and the Subsidiaries as of immediately prior to the Effective Time. The Closing Adjustment Statement (i) shall be derived in good faith from the Books and Records of the Acquired Companies and (ii) such consolidated balance sheet shall be prepared on a consolidated basis in accordance with GAAP using applied on a basis consistent with the same accounting methodsapplication thereof to the most recent audited financial statements included in the Company Financial Statements (to the extent consistent with GAAP). The Closing Adjustment Statement delivered pursuant to this Section 2.6(b) shall be accompanied by a statement setting forth the amount, policiesif any, principles, practices and procedures, with consistent classifications, judgments and estimation methodologies as were used in preparation by which the total of the Base Balance SheetClosing Adjustment Items is greater than, or less than, the Estimated Closing Adjustment. The Closing Adjustment Statement, as proposed by the Surviving Pubco Buyer pursuant to this Section 2.5(b2.6(b), shall be deemed for purposes of this Section 2.5 2.6 to be the “Final Closing Adjustment Statement”, ,” the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 2.6 to be the “Final Closing AdjustmentAdjustment Items” and each shall be final and binding on all Partiesparties to this Agreement and on all Company Equityholders, unless the Company Securityholder Equityholder Representative timely delivers to the Surviving Pubco Buyer an Objection Notice in accordance with Section 2.5(c2.6(c). The Surviving Pubco shall, and shall cause the Surviving Company to, provide to the Company Securityholder Representative reasonable access to the Acquired Companies’ Books and Records as the Company Securityholder Representative may reasonably request in connection with its review of the Closing Adjustment Statement and shall cause the personnel of the Acquired Companies to reasonably cooperate with the Company Securityholder Representative in connection with its review of the Closing Adjustment Statement. (c) In the event that the Company Securityholder Equityholder Representative disputes the Closing Adjustment Statement delivered by the Surviving Pubco pursuant to Section 2.5(b) or the amount of any the Closing Adjustment Item reflected thereonItems, the Company Securityholder Equityholder Representative shall notify the Surviving Pubco Buyer in writing (the “Objection Notice”) of the amount, nature and basis of such dispute, within thirty (30) 30 calendar days after delivery of the Closing Adjustment Statement pursuant to Section 2.5(b2.6(b). Any such Objection Notice shall specify those items or amounts as to which the Company Securityholder Equityholder Representative disagrees and shall describe in reasonable detail the basis for such dispute. The Surviving Pubco disagrees, and the Company Securityholder Equityholder Representative shall use commercially reasonable efforts be deemed to resolve have agreed with all other items and amounts contained in the Closing Adjustment Statement and the amount of the Closing Adjustment Items delivered pursuant to Section 2.6(b). In the event of such differences regarding a dispute, the determination of Buyer and the Company Equityholder Representative shall first negotiate in good faith to reach agreement on the disputed items or amounts for a period of thirty (30) calendar days after in order to determine the Surviving Pubco’s receipt amount of the Objection NoticeClosing Adjustment Items, which amount shall not be more than the Buyer’s calculation delivered pursuant to Section 2.6(b) nor less than the Company Equityholder Representative’s calculation delivered pursuant to this Section 2.6(c). If the Surviving Pubco Buyer and the Company Securityholder Equityholder Representative reach a final resolution on the Closing Adjustment Statement within thirty (30) calendar 30 days after the Surviving PubcoBuyer’s receipt of the Objection Notice (or within any additional period as mutually agreed to between the Surviving Pubco Buyer and the Company Securityholder Equityholder Representative), then the Closing Adjustment Statement agreed upon by the Surviving Pubco Buyer and the Company Securityholder Equityholder Representative shall be deemed for purposes of this Section 2.5 2.6 to be the “Final Closing Adjustment Statement”, ,” the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 2.6 to be the “Final Closing AdjustmentAdjustment Items” and each shall be final and binding on the Partiesall parties to this Agreement and on all Company Equityholders. (d) If the Company Securityholder Representative Buyer and the Surviving Pubco do not reach a final resolution on Company Equityholder Representative are unable to resolve the items in the Objection Notice dispute within thirty (30) 30 calendar days after delivery of the Objection Notice, unless the Company Securityholder Representative and the Surviving Pubco mutually agree to continue their efforts to resolve such differences, the Surviving Pubco and the Company Securityholder Representative then any remaining items in dispute shall engage the Neutral Accountant within fifteen (15) calendar days thereafter (provided, that if the Neutral Accountant does not accept its appointment or if the Company Securityholder Representative and the Surviving Pubco cannot agree on the Neutral Accountant, in either case during such fifteen (15) calendar day period, then the Company Securityholder Representative or the Surviving Pubco may require, by written notice to the other, that the Neutral Accountant be selected by the New York City Regional Office of the American Arbitration Association in accordance with its procedures). The Neutral Accountant shall resolve such differences pursuant to an engagement agreement executed by the Company Securityholder Representative, the Surviving Pubco and the Neutral Accountant in accordance with this Section 2.5(d). Each of the Surviving Pubco and the Company Securityholder Representative shall submit to the Neutral Accountant (with a copy delivered to the other party on the same day), within ten (10) days after the date of the engagement of the Neutral Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions with respect to the Closing Adjustment Items set forth in the Objection Notice. Each of the Surviving Pubco and the Company Securityholder Representative may (but shall not be required to) submit to the Neutral Accountant (with a copy delivered to the other party on the same day), within twenty (20) calendar days after the date of the engagement of the Neutral Accountant, a memorandum responding to the initial memorandum submitted to the Neutral Accountant by the other partyAccountant. None of the Surviving Pubco, the Company Securityholder Representative, any other Party hereto or any of their respective Affiliates All determinations and calculations pursuant to this Section 2.6(d) shall have any ex parte communications or meetings with the Neutral Accountant regarding the subject matter hereof without the other party’s prior written consent. The Neutral Accountant shall be given reasonable access to all relevant records of the Surviving Pubco and the Surviving Company to calculate the Closing Adjustment Statement. The Neutral Accountant shall act as an expert in accounting to determine consider only the those Closing Adjustment Items that are set forth in the Objection Notice still and remain in dispute dispute, shall be a value that is not more than the Buyer’s calculation delivered pursuant to Section 2.6(b) nor less than the Company Equityholder Representative’s calculation delivered pursuant to Section 2.6(c), shall be in writing and shall be limited delivered to those adjustments, if any, required to be made for the Final Closing Adjustment to comply with the provisions of this Agreement. The Surviving Pubco, Buyer and the Company Securityholder Equityholder Representative and the other Parties hereto shall use their reasonable best efforts to cause the Neutral Accountant to issue its written determination regarding the Closing Adjustment Items set forth in the Objection Notice within thirty (30) calendar days after such items are submitted for reviewas promptly as practicable. Absent fraud or manifest error, the Closing Adjustment Statement as finally determined by the Neutral Accountant shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment Statement”, the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment” and each shall be final and binding on all Parties. In determining the Closing Adjustment Statement and the Closing Adjustment Items, the Neutral Accountant shall act as an expert and not as an arbitrator. A judgment on the determination made by the Neutral Accountant pursuant to this Section 2.5 may be entered in and enforced by any court having jurisdiction. (e) The Neutral Accountant shall not be authorized or permitted 2.6 to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between the Company Securityholder Representative and the Surviving Pubco regarding the determination of the Closing Adjustment Statement and the Closing Adjustment Items in accordance with this Section 2.5; (ii) resolve any such differences by making an adjustment to the Closing Adjustment Statement that is outside of the range defined by amounts as finally proposed by the Company Securityholder Representative and the Surviving Pubco; or (iii) apply any accounting methods, treatments, principles or procedures other than as described in this Section 2.5. (f) The fees and disbursements of the Neutral Accountant shall be borne by the Surviving Pubco. (g) If the amount of the Final Closing Adjustment is greater than the Estimated Closing Adjustment, then the Company Securityholder Representative shall, within three (3) Business Days after the date of determination of the Final Closing Adjustment, direct the Escrow Agent to (i) deliver a number of Adjustment Escrow Units (and, to the extent in excess of the Adjustment Escrow Units, other Adjustment Escrow Property) to the Surviving Company, equal to the lesser of (x) the quotient obtained by dividing (A) the amount of any such excess by (B) the Per Share Price, which such Adjustment Escrow Units shall be cancelled by the Surviving Company and (y) the entire Adjustment Escrow Property and (ii) to the extent that, after delivery of the Adjustment Escrow Property to the Surviving Company, there is remaining Adjustment Escrow Property held by the Escrow Agent, deliver such remaining Adjustment Escrow Property (the “Remaining Amount”) to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be delivered to the Company Equity Holders pursuant to Section 2.2(b)(ii)(C). (h) If the amount of the Estimated Closing Adjustment is greater than the Final Closing Adjustment (any such excess, the “Excess Amount”), then, within three (3) Business Days after the date of determination of the Final Closing Adjustment, (i) the Surviving Company shall issue a number of Surviving Company Membership Units to the Company Equity Holders pursuant to Section 2.2(b)(ii)(D), in each case equal to the lesser of (x) the quotient obtained by dividing (A) the Excess Amount by (B) the Per Share Price, and (y) the entire Adjustment Escrow Property and (ii) the Surviving Pubco shall direct the Escrow Agent to disburse the Adjustment Escrow Property to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be delivered to the Company Equity Holders pursuant to Section 2.2(b)(ii)(E). (i) The Parties agree that the procedures set forth in this Section 2.5 shall be the sole and exclusive method for resolving any disputes with respect to the determination of the Final Closing Adjustment Statement and the Final Closing Adjustment; provided, that this provision shall not prohibit the Surviving Pubco or the Company Securityholder Representative from instituting litigation to enforce the determination of the Neutral Accountant. (j) If an NCP Contingent Payment Escrow Amount has been deposited with the Escrow Agent pursuant to Section 2.2(a)(iii), within five (5) Business Days after the earlier of (i) payment of the NCP Contingent Payment Amount being made by any Acquired Company (or the Surviving Pubco or any of its Affiliates) (without any further obligations of any Acquired Company for any additional NCP Contingent Payment Amount) and (ii) either (A) a binding agreement between the Company and the applicable counterparties under the NCP Agreement or (B) a final and binding determination that no NCP Contingent Payment Amount is payable in accordance with the terms of the NCP Agreement, evidence of which shall be provided promptly to the Company Securityholder Representative by the Surviving Pubco, (x) the Surviving Pubco may recover the amount of such NCP Contingent Payment Amount paid by any Acquired Company (if any) solely out of the NCP Contingent Payment Escrow Account (including the NCP Contingent Payment Escrow Amount and all interest, dividends, gains and other income thereon), and only to the extent that such amount is less than or equal to the amount then held in the NCP Contingent Payment Escrow Account, and no Company Equity Holder nor any other Person shall have any Liability to the Surviving Pubco or any of its Affiliates for any amount of such NCP Contingent Payment Amount which is in excess of the amount then held in the NCP Contingent Payment Escrow Account, and (y) the Escrow Agent shall disburse any amount remaining in the NCP Contingent Payment Escrow Account after a payment is made pursuant to clause (x) (or either (A) a binding agreement between the Company and the applicable counterparties under the NCP Agreement or (B) a final and binding determination is made that no NCP Contingent Payment Amount is payable in accordance with the terms of the NCP Agreement) (the “NCP Contingent Payment Remaining Amount”) to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be distributed to the Company Equity Holders pursuant to Section 2.2(b)(ii)(E). If, at the Effective Time, the NCP Contingent Payment Amount has not been determined in accordance with the NCP Agreement, the Company Securityholder Representative shall have the right to, at its expense, control the preparation of the Earn-Out Calculation Statement (as defined in the NCP Agreement), the review of the Final Earn-Out Calculation Statement (as defined in the NCP Agreement), the submission of an Earn-Out Calculation Objection Notice (as defined in the NCP Agreement), the negotiation of any items disputed in such Earn-Out Calculation Objection Notice, the negotiation, execution and delivery of the engagement agreement with, and the submission of the presentation to, the Neutral Accountant (as defined in the NCP Agreement), and control any litigation instituted in connection therewith, in each case to the fullest extent as if the Company Securityholder Representative were “Buyer” under the NCP Agreement. The Surviving Pubco shall and shall cause the Surviving Company to reasonably cooperate in such matters, including (i) providing reasonable access to the books and records of the Acquired Companies and to its independent accountants and their workpapers (upon delivery of a customary access letter to the extent required by such independent accountants) and (ii) submitting dispute notices and other notices and materials requested by the Company Securityholder Representative.

Adjustment Before and After the Closing. The Estimated Closing Adjustment and the Final Closing Adjustment shall be determined as set forth below in this Section 2.51.07: (a) No less Not later than three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to Parent the Buyer a statement (the “Estimated Closing Adjustment Statement”), duly executed by an officer of the Company, ) setting forth the Company’s good faith estimate of the Closing Adjustment Items (the “Estimated Closing Adjustment”), including an estimated consolidated balance sheet of the Acquired Companies Company and the Subsidiaries as of 11:59 PM Eastern time on the Effective Timeday immediately prior to the Closing Date, together with all relevant backup materials, in detail reasonably acceptable to the Buyer. The Estimated Closing Adjustment Statement (i) shall be derived in good faith from the Books and Records of the Acquired Companies and (ii) such consolidated balance sheet shall be prepared on a consolidated basis in accordance with generally accepted accounting principles in the United States (“GAAP”Accounting Principles. Schedule 1.07(a) using attached hereto reflects the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodologies as were used in preparation of the Base Balance Sheet. Promptly after delivering the Estimated Closing Adjustment Statement Items to Parent, the Company will meet with Parent (which meeting may be telephonic) to review and discuss included in the Estimated Closing Adjustment Statement, including estimated amounts in respect thereof as of the date of this Agreement. From the delivery of the Estimated Closing Adjustment Statement until such time as the calculation of the Estimated Closing Adjustment has been finally determined pursuant to this Section 1.07(a), the Buyer and its accountants shall, upon reasonable notice and during normal business hours, be permitted to discuss with the Company will consider in good faith Parent’s comments and its accountants the Estimated Closing Adjustment Statement and shall be provided complete and accurate copies of, and have reasonable access, upon reasonable notice at reasonable times during normal business hours, to the work papers and supporting records of the Company and its accountants so as to allow the Buyer and its accountants to verify the accuracy of the Estimated Closing Adjustment Statement. If the Buyer objects to the Estimated Closing Adjustment Statement, andthe Company and the Buyer will work together in good faith to resolve the issues in dispute. If all disputed issues are resolved, to the extent mutually amounts as agreed upon by the Buyer and the Company shall be used to determine the Estimated Closing Adjustment. If the Buyer and Parent, both acting reasonably and in good faith, make any appropriate adjustments the Company are unable to resolve all such disputed issues within three (3) Business Days following the Buyer’s receipt of the Estimated Closing Adjustment Statement prior to the Closing, which adjusted Estimated Closing Adjustment Statement shall thereafter become the Estimated Closing Adjustment Statement for all purposes of this Agreement; provided, however, that if the Company and Parent are unable to reach mutual agreement on any such adjustmentsStatement, the Estimated Closing Adjustment Statement delivered shall be as determined by the Company and the Escrow Amount shall be increased by the amount that the Buyer’s calculation of the Estimated Closing Adjustment Statement for all purposes exceeds the Company’s calculation of this Agreementthe Estimated Closing Adjustment. (b) Within seventy-five (75) Not later than 60 calendar days after the Closing Date, the Surviving Pubco Buyer shall prepare and deliver to the Company Securityholder Representative a statement (Seller the “Closing Adjustment Statement”), duly executed by an officer of the Surviving Pubco, setting forth the Surviving Pubco’s determination of the Closing Adjustment Items, including an estimated a consolidated balance sheet of the Acquired Companies Company and the Subsidiaries as of as of 11:59 PM Eastern time on the Effective Timeday immediately prior to the Closing Date. The Closing Adjustment Statement (iand such consolidated balance sheet shall be prepared in accordance with the Accounting Principles. The Closing Adjustment Statement delivered pursuant to this Section 1.07(b) shall be derived in good faith from accompanied by a statement setting forth the Books and Records amount, if any, by which the total of the Acquired Companies and (ii) shall be prepared on a consolidated basis in accordance with GAAP using Closing Adjustment Items is greater than, or less than, the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodologies as were used in preparation of the Base Balance SheetEstimated Closing Adjustment. The Closing Adjustment Statement, as proposed by the Surviving Pubco Buyer pursuant to this Section 2.5(b1.07(b), shall be deemed for purposes of this Section 2.5 1.07 to be the “Final Closing Adjustment Statement”, the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment” and each shall be final and binding on all Parties, unless the Company Securityholder Representative timely delivers to the Surviving Pubco an Objection Notice in accordance with Section 2.5(c). The Surviving Pubco shall, and shall cause the Surviving Company to, provide to the Company Securityholder Representative reasonable access to the Acquired Companies’ Books and Records as the Company Securityholder Representative may reasonably request in connection with its review of the Closing Adjustment Statement and shall cause the personnel of the Acquired Companies to reasonably cooperate with the Company Securityholder Representative in connection with its review of the Closing Adjustment Statement. (c) In the event that the Company Securityholder Representative disputes the Closing Adjustment Statement delivered by the Surviving Pubco pursuant to Section 2.5(b) or the amount of any Closing Adjustment Item reflected thereon, the Company Securityholder Representative shall notify the Surviving Pubco in writing (the “Objection Notice”) of such dispute, within thirty (30) calendar days after delivery of the Closing Adjustment Statement pursuant to Section 2.5(b). Any such Objection Notice shall specify those items or amounts as to which the Company Securityholder Representative disagrees and shall describe in reasonable detail the basis for such dispute. The Surviving Pubco and the Company Securityholder Representative shall use commercially reasonable efforts to resolve such differences regarding the determination of the disputed items or amounts for a period of thirty (30) calendar days after the Surviving Pubco’s receipt of the Objection Notice. If the Surviving Pubco and the Company Securityholder Representative reach a final resolution on the Closing Adjustment Statement within thirty (30) calendar days after the Surviving Pubco’s receipt of the Objection Notice (or within any additional period as mutually agreed to between the Surviving Pubco and the Company Securityholder Representative), then the Closing Adjustment Statement agreed upon by the Surviving Pubco and the Company Securityholder Representative shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment Statement”, the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment” and each shall be final and binding on the Parties. (d) If the Company Securityholder Representative and the Surviving Pubco do not reach a final resolution on the items in the Objection Notice within thirty (30) calendar days after delivery of the Objection Notice, unless the Company Securityholder Representative and the Surviving Pubco mutually agree to continue their efforts to resolve such differences, the Surviving Pubco and the Company Securityholder Representative shall engage the Neutral Accountant within fifteen (15) calendar days thereafter (provided, that if the Neutral Accountant does not accept its appointment or if the Company Securityholder Representative and the Surviving Pubco cannot agree on the Neutral Accountant, in either case during such fifteen (15) calendar day period, then the Company Securityholder Representative or the Surviving Pubco may require, by written notice to the other, that the Neutral Accountant be selected by the New York City Regional Office of the American Arbitration Association in accordance with its procedures). The Neutral Accountant shall resolve such differences pursuant to an engagement agreement executed by the Company Securityholder Representative, the Surviving Pubco and the Neutral Accountant in accordance with this Section 2.5(d). Each of the Surviving Pubco and the Company Securityholder Representative shall submit to the Neutral Accountant (with a copy delivered to the other party on the same day), within ten (10) days after the date of the engagement of the Neutral Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions with respect to the Closing Adjustment Items set forth in the Objection Notice. Each of the Surviving Pubco and the Company Securityholder Representative may (but shall not be required to) submit to the Neutral Accountant (with a copy delivered to the other party on the same day), within twenty (20) calendar days after the date of the engagement of the Neutral Accountant, a memorandum responding to the initial memorandum submitted to the Neutral Accountant by the other party. None of the Surviving Pubco, the Company Securityholder Representative, any other Party hereto or any of their respective Affiliates shall have any ex parte communications or meetings with the Neutral Accountant regarding the subject matter hereof without the other party’s prior written consent. The Neutral Accountant shall be given reasonable access to all relevant records of the Surviving Pubco and the Surviving Company to calculate the Closing Adjustment Statement. The Neutral Accountant shall act as an expert in accounting to determine only the Closing Adjustment Items set forth in the Objection Notice still in dispute and shall be limited to those adjustments, if any, required to be made for the Final Closing Adjustment to comply with the provisions of this Agreement. The Surviving Pubco, the Company Securityholder Representative and the other Parties hereto shall use their reasonable best efforts to cause the Neutral Accountant to issue its written determination regarding the Closing Adjustment Items set forth in the Objection Notice within thirty (30) calendar days after such items are submitted for review. Absent fraud or manifest error, the Closing Adjustment Statement as finally determined by the Neutral Accountant shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment Statement”, the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 to be the “Final Closing Adjustment” and each shall be final and binding on all Parties. In determining the Closing Adjustment Statement and the Closing Adjustment Items, the Neutral Accountant shall act as an expert and not as an arbitrator. A judgment on the determination made by the Neutral Accountant pursuant to this Section 2.5 may be entered in and enforced by any court having jurisdiction. (e) The Neutral Accountant shall not be authorized or permitted to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between the Company Securityholder Representative and the Surviving Pubco regarding the determination of the Closing Adjustment Statement and the Closing Adjustment Items in accordance with this Section 2.5; (ii) resolve any such differences by making an adjustment to the Closing Adjustment Statement that is outside of the range defined by amounts as finally proposed by the Company Securityholder Representative and the Surviving Pubco; or (iii) apply any accounting methods, treatments, principles or procedures other than as described in this Section 2.5. (f) The fees and disbursements of the Neutral Accountant shall be borne by the Surviving Pubco. (g) If the amount of the Final Closing Adjustment is greater than the Estimated Closing Adjustment, then the Company Securityholder Representative shall, within three (3) Business Days after the date of determination of the Final Closing Adjustment, direct the Escrow Agent to (i) deliver a number of Adjustment Escrow Units (and, to the extent in excess of the Adjustment Escrow Units, other Adjustment Escrow Property) to the Surviving Company, equal to the lesser of (x) the quotient obtained by dividing (A) the amount of any such excess by (B) the Per Share Price, which such Adjustment Escrow Units shall be cancelled by the Surviving Company and (y) the entire Adjustment Escrow Property and (ii) to the extent that, after delivery of the Adjustment Escrow Property to the Surviving Company, there is remaining Adjustment Escrow Property held by the Escrow Agent, deliver such remaining Adjustment Escrow Property (the “Remaining Amount”) to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be delivered to the Company Equity Holders pursuant to Section 2.2(b)(ii)(C). (h) If the amount of the Estimated Closing Adjustment is greater than the Final Closing Adjustment (any such excess, the “Excess Amount”), then, within three (3) Business Days after the date of determination of the Final Closing Adjustment, (i) the Surviving Company shall issue a number of Surviving Company Membership Units to the Company Equity Holders pursuant to Section 2.2(b)(ii)(D), in each case equal to the lesser of (x) the quotient obtained by dividing (A) the Excess Amount by (B) the Per Share Price, and (y) the entire Adjustment Escrow Property and (ii) the Surviving Pubco shall direct the Escrow Agent to disburse the Adjustment Escrow Property to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be delivered to the Company Equity Holders pursuant to Section 2.2(b)(ii)(E). (i) The Parties agree that the procedures set forth in this Section 2.5 shall be the sole and exclusive method for resolving any disputes with respect to the determination of the Final Closing Adjustment Statement and the Final Closing Adjustment; provided, that this provision shall not prohibit the Surviving Pubco or the Company Securityholder Representative from instituting litigation to enforce the determination of the Neutral Accountant. (j) If an NCP Contingent Payment Escrow Amount has been deposited with the Escrow Agent pursuant to Section 2.2(a)(iii), within five (5) Business Days after the earlier of (i) payment of the NCP Contingent Payment Amount being made by any Acquired Company (or the Surviving Pubco or any of its Affiliates) (without any further obligations of any Acquired Company for any additional NCP Contingent Payment Amount) and (ii) either (A) a binding agreement between the Company and the applicable counterparties under the NCP Agreement or (B) a final and binding determination that no NCP Contingent Payment Amount is payable in accordance with the terms of the NCP Agreement, evidence of which shall be provided promptly to the Company Securityholder Representative by the Surviving Pubco, (x) the Surviving Pubco may recover the amount of such NCP Contingent Payment Amount paid by any Acquired Company (if any) solely out of the NCP Contingent Payment Escrow Account (including the NCP Contingent Payment Escrow Amount and all interest, dividends, gains and other income thereon), and only to the extent that such amount is less than or equal to the amount then held in the NCP Contingent Payment Escrow Account, and no Company Equity Holder nor any other Person shall have any Liability to the Surviving Pubco or any of its Affiliates for any amount of such NCP Contingent Payment Amount which is in excess of the amount then held in the NCP Contingent Payment Escrow Account, and (y) the Escrow Agent shall disburse any amount remaining in the NCP Contingent Payment Escrow Account after a payment is made pursuant to clause (x) (or either (A) a binding agreement between the Company and the applicable counterparties under the NCP Agreement or (B) a final and binding determination is made that no NCP Contingent Payment Amount is payable in accordance with the terms of the NCP Agreement) (the “NCP Contingent Payment Remaining Amount”) to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be distributed to the Company Equity Holders pursuant to Section 2.2(b)(ii)(E). If, at the Effective Time, the NCP Contingent Payment Amount has not been determined in accordance with the NCP Agreement, the Company Securityholder Representative shall have the right to, at its expense, control the preparation of the Earn-Out Calculation Statement (as defined in the NCP Agreement), the review of the Final Earn-Out Calculation Statement (as defined in the NCP Agreement), the submission of an Earn-Out Calculation Objection Notice (as defined in the NCP Agreement), the negotiation of any items disputed in such Earn-Out Calculation Objection Notice, the negotiation, execution and delivery of the engagement agreement with, and the submission of the presentation to, the Neutral Accountant (as defined in the NCP Agreement), and control any litigation instituted in connection therewith, in each case to the fullest extent as if the Company Securityholder Representative were “Buyer” under the NCP Agreement. The Surviving Pubco shall and shall cause the Surviving Company to reasonably cooperate in such matters, including (i) providing reasonable access to the books and records of the Acquired Companies and to its independent accountants and their workpapers (upon delivery of a customary access letter to the extent required by such independent accountants) and (ii) submitting dispute notices and other notices and materials requested by the Company Securityholder Representative.the

Adjustment Before and After the Closing. The Estimated Closing Adjustment and the Final Closing Adjustment shall be determined as set forth below in this Section 2.52.6: (a) No less Not later than three five (35) Business Days prior to the Closing Date, the Company shall prepare and deliver to Parent the Buyer a statement (the “Estimated Closing Adjustment Statement”)) setting forth the Estimated Closing Adjustment, duly executed by an officer including a good faith estimate of (i) the unaudited consolidated balance sheet of the CompanyCompany and the Subsidiaries and (ii) each of the Closing Adjustment Items, setting forth each as of 11:59 p.m., Pacific time, on the day immediately prior to the Closing Date, together with all relevant backup materials, in reasonable detail. The Estimated Closing Adjustment Statement and such consolidated balance sheet shall reflect the Company’s good faith estimate and be prepared in accordance with the Accounting Principles. Schedule 2.6(a) attached hereto reflects the Company’s good faith estimates as of the date of this Agreement of the Closing Adjustment Items (to be included in the “Estimated Closing Adjustment”), including an estimated consolidated balance sheet of the Acquired Companies as of the Effective Time. The Estimated Closing Adjustment Statement (i) shall be derived in good faith from Statement. From the Books and Records delivery of the Acquired Companies and (ii) shall be prepared on a consolidated basis in accordance with generally accepted accounting principles in the United States (“GAAP”) using the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodologies as were used in preparation of the Base Balance Sheet. Promptly after delivering the Estimated Closing Adjustment Statement until such time as the calculation of the Estimated Closing Adjustment has been finally determined pursuant to Parentthis Section 2.6(a), the Buyer and its accountants shall, upon reasonable notice and during normal business hours, be permitted to discuss with the Company will meet with Parent (which meeting may and its accountants the Estimated Closing Adjustment Statement and shall be telephonic) provided complete and accurate copies of, and have reasonable access, upon reasonable notice at reasonable times during normal business hours, to review the work papers and discuss supporting records of the Company and its accountants so as to allow the Buyer and its accountants to verify the accuracy of the Estimated Closing Adjustment Statement, and . If the Company will consider in good faith Parent’s comments Buyer objects to the Estimated Closing Adjustment Statement, andthe Company and the Buyer will work together in good faith to resolve the issues in dispute. If all disputed issues are resolved, to the extent mutually amounts as agreed upon by the Buyer and the Company shall be used to determine the Estimated Closing Adjustment. If the Buyer and Parent, both acting reasonably and in good faith, make any appropriate adjustments the Company are unable to resolve all such disputed issues within five (5) Business Days following the Buyer’s receipt of the Estimated Closing Adjustment Statement prior to the Closing, which adjusted Estimated Closing Adjustment Statement shall thereafter become the Estimated Closing Adjustment Statement for all purposes of this Agreement; provided, however, that if the Company and Parent are unable to reach mutual agreement on any such adjustmentsStatement, the Estimated Closing Adjustment Statement delivered shall be as determined by the Company and the Purchase Price Adjustment Escrow Amount shall be increased by the amount that the Buyer’s calculation of the Estimated Closing Adjustment Statement for all purposes exceeds the Company’s calculation of this Agreementthe Estimated Closing Adjustment. (b) Within seventy-five Not later than sixty (7560) calendar days after the Closing Date, the Surviving Pubco Buyer shall prepare and deliver to the Company Securityholder Equityholder Representative a statement (the “Closing Adjustment Statement”), duly executed by an officer of the Surviving Pubco, setting forth the Surviving Pubco’s determination of the Closing Adjustment Items, including an estimated a consolidated balance sheet of the Acquired Companies Company and the Subsidiaries as of as of 11:59 p.m., Pacific time, on the Effective Timeday immediately prior to the Closing Date. The Closing Adjustment Statement (iand such consolidated balance sheet shall be prepared in accordance with the Accounting Principles. The Closing Adjustment Statement delivered pursuant to this Section 2.6(b) shall be derived in good faith from accompanied by a statement setting forth the Books and Records amount, if any, by which the total of the Acquired Companies and (ii) shall be prepared on a consolidated basis in accordance with GAAP using Closing Adjustment Items is greater than, or less than, the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodologies as were used in preparation of the Base Balance SheetEstimated Closing Adjustment. The Closing Adjustment Statement, as proposed by the Surviving Pubco Buyer pursuant to this Section 2.5(b2.6(b), shall be deemed for purposes of this Section 2.5 2.6 to be the “Final Closing Adjustment Statement”, ,” the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 2.6 to be the “Final Closing AdjustmentAdjustment Items” and each shall be final and binding on all Partiesparties to this Agreement and on all Company Equityholders, in each case unless the Company Securityholder Equityholder Representative timely delivers to the Surviving Pubco Buyer an Objection Notice in accordance with Section 2.5(c2.6(c). The Surviving Pubco shall, and shall cause the Surviving Company to, provide to the Company Securityholder Representative reasonable access to the Acquired Companies’ Books and Records as the Company Securityholder Representative may reasonably request in connection with its review of the Closing Adjustment Statement and shall cause the personnel of the Acquired Companies to reasonably cooperate with the Company Securityholder Representative in connection with its review of the Closing Adjustment Statement. (c) In the event that the Company Securityholder Equityholder Representative disputes the Closing Adjustment Statement delivered by the Surviving Pubco pursuant to Section 2.5(b) or the amount of any the Closing Adjustment Item reflected thereonItems, the Company Securityholder Equityholder Representative shall notify the Surviving Pubco Buyer in writing (the “Objection Notice”) of the amount, nature and basis of such dispute, within thirty (30) calendar days after delivery to the Company Equityholder Representative of the Closing Adjustment Statement pursuant to Section 2.5(b2.6(b). Any such Objection Notice shall specify those items or amounts as to which the Company Securityholder Equityholder Representative disagrees and shall describe in reasonable detail the basis for such dispute. The Surviving Pubco disagrees, and the Company Securityholder Equityholder Representative shall use commercially reasonable efforts be deemed to resolve have agreed with all other items and amounts contained in the Closing Adjustment Statement and the amount of the Closing Adjustment Items delivered pursuant to Section 2.6(b). In the event of such differences regarding a dispute, the determination of Buyer and the Company Equityholder Representative shall first negotiate in good faith to reach agreement on the disputed items or amounts for a period of thirty (30) calendar days after in order to determine the Surviving Pubco’s receipt amount of the Objection NoticeClosing Adjustment Items, which amount shall not be more than the Buyer’s calculation delivered pursuant to Section 2.6(b) nor less than the Company Equityholder Representative’s calculation delivered pursuant to this Section 2.6(c). If the Surviving Pubco Buyer and the Company Securityholder Equityholder Representative reach a final resolution on the Closing Adjustment Statement within thirty (30) calendar days after the Surviving PubcoBuyer’s receipt of the Objection Notice (or within any additional period as mutually agreed to between the Surviving Pubco Buyer and the Company Securityholder Equityholder Representative), then the Closing Adjustment Statement agreed upon by the Surviving Pubco Buyer and the Company Securityholder Equityholder Representative shall be deemed for purposes of this Section 2.5 2.6 to be the “Final Closing Adjustment Statement”, ,” the Closing Adjustment Items reflected thereon shall be deemed for purposes of this Section 2.5 2.6 to be the “Final Closing AdjustmentAdjustment Items” and each shall be final and binding on the Partiesall parties to this Agreement and on all Company Equityholders. (d) If the Company Securityholder Representative Buyer and the Surviving Pubco do not reach a final resolution on Company Equityholder Representative are unable to resolve the items in the Objection Notice dispute within thirty (30) calendar days after delivery of the Objection Notice, unless then any remaining items in dispute shall be submitted to an independent nationally recognized accounting firm selected in writing by the Company Securityholder Equityholder Representative and the Surviving Pubco mutually agree to continue their efforts to resolve such differencesBuyer or, if the Surviving Pubco Company Equityholder Representative and the Company Securityholder Representative shall engage the Neutral Accountant Buyer fail or refuse to select a firm within fifteen ten (1510) calendar days thereafter (provided, that if the Neutral Accountant does not accept its appointment or if after written request therefor by the Company Securityholder Representative and the Surviving Pubco cannot agree on the Neutral Accountant, in either case during such fifteen (15) calendar day period, then the Company Securityholder Equityholder Representative or the Surviving Pubco may requireBuyer, by written notice to the other, that the Neutral Accountant such an independent nationally recognized accounting firm shall be selected by in accordance with the New York City Regional Office rules of the Boston, Massachusetts office of the American Arbitration Association in accordance with its procedures(such firm selected pursuant to this sentence, the “Neutral Accountant”). The Neutral Accountant shall resolve such differences All determinations and calculations pursuant to an engagement agreement executed by the Company Securityholder Representative, the Surviving Pubco and the Neutral Accountant in accordance with this Section 2.5(d). Each of the Surviving Pubco and the Company Securityholder Representative 2.6(d) shall submit to the Neutral Accountant (with a copy delivered to the other party on the same day), within ten (10) days after the date of the engagement of the Neutral Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions with respect to the consider only those Closing Adjustment Items set forth in the Objection Notice. Each of the Surviving Pubco and the Company Securityholder Representative may (but shall not be required to) submit to the Neutral Accountant (with a copy delivered to the other party on the same day), within twenty (20) calendar days after the date of the engagement of the Neutral Accountant, a memorandum responding to the initial memorandum submitted to the Neutral Accountant by the other party. None of the Surviving Pubco, the Company Securityholder Representative, any other Party hereto or any of their respective Affiliates shall have any ex parte communications or meetings with the Neutral Accountant regarding the subject matter hereof without the other party’s prior written consent. The Neutral Accountant shall be given reasonable access to all relevant records of the Surviving Pubco and the Surviving Company to calculate the Closing Adjustment Statement. The Neutral Accountant shall act as an expert in accounting to determine only the Closing Adjustment Items that are set forth in the Objection Notice still and remain in dispute dispute, shall be a value that is not more than the Buyer’s calculation delivered pursuant to Section 2.6(b) nor less than the Company Equityholder Representative’s calculation delivered pursuant to Section 2.6(c), shall be in writing and shall be limited delivered to those adjustments, if any, required to be made for the Final Closing Adjustment to comply with the provisions of this Agreement. The Surviving Pubco, Buyer and the Company Securityholder Equityholder Representative and the other Parties hereto shall use their reasonable best efforts to cause the Neutral Accountant to issue its written determination regarding the Closing Adjustment Items set forth in the Objection Notice within thirty (30) calendar days after such items are submitted for reviewas promptly as practicable. Absent fraud or manifest error, the Closing Adjustment Statement as finally determined by the Neutral Accountant shall be deemed for purposes of this Section 2.5 2.6 to be the “Final Closing Adjustment Statement”, ,” the Closing Adjustment Items reflected thereon as finally determined by the Neutral Accountant shall be deemed for purposes of this Section 2.5 2.6 to be the “Final Closing AdjustmentAdjustment Items” and each shall be final and binding on all Partiesparties to this Agreement and on all Company Equityholders. In determining the Closing Adjustment Statement and the Closing Adjustment Items, the Neutral Accountant shall act as an expert and not as an arbitratorarbitrator and the Neutral Accountant’s authority is limited to resolving disputed issues of fact (and not law). A judgment on the determination made by the Neutral Accountant pursuant to this Section 2.5 2.6 may be entered in and enforced by any court having jurisdictionjurisdiction thereover. (e) The Neutral Accountant shall not be authorized or permitted to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the resolution of differences between the Company Securityholder Representative and the Surviving Pubco regarding the determination of the Closing Adjustment Statement and the Closing Adjustment Items in accordance with this Section 2.5; (ii) resolve any such differences by making an adjustment to the Closing Adjustment Statement that is outside of the range defined by amounts as finally proposed by the Company Securityholder Representative and the Surviving Pubco; or (iii) apply any accounting methods, treatments, principles or procedures other than as described in this Section 2.5. (f) The fees and disbursements expenses of the Neutral Accountant in connection with the resolution of disputes pursuant to Section 2.6(d) shall be borne by the Surviving PubcoCompany Equityholder Representative (for the account of the Company Equityholders, severally and not jointly, in accordance with their respective Pro Rata Share of the Equityholder Representative Expense Amount), on the one hand, and the Buyer, on the other hand, in proportion to the amounts by which the proposals of the Buyer and the Company Equityholder Representative differed from the Neutral Accountant’s final determination. (gi) If For purposes of this Agreement, the “Final Closing Adjustment” shall be equal to (i) the amount of the sum of the Final Closing Adjustment is greater than Items, minus (ii) the Estimated Closing Adjustment. For the avoidance of doubt, then the Company Securityholder Representative shall, within three (3) Business Days after the date of determination of the Final Closing AdjustmentAdjustment may be a positive or negative number. For purposes of this Agreement, direct the Escrow Agent to (i) deliver a number of Adjustment Escrow Units (and, to the extent in excess of the Adjustment Escrow Units, other Adjustment Escrow Property) to the Surviving Company, “Final Implied Base Purchase Price” shall be an amount equal to the lesser of (x) the quotient obtained by dividing (A) the amount of any such excess by Base Purchase Price minus (B) the Per Share Price, which such Adjustment Escrow Units shall be cancelled by the Surviving Company and (y) the entire Adjustment Escrow Property and (ii) to the extent that, after delivery of the Adjustment Escrow Property to the Surviving Company, there is remaining Adjustment Escrow Property held by the Escrow Agent, deliver such remaining Adjustment Escrow Property (the “Remaining Amount”) to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be delivered to the Company Equity Holders pursuant to Section 2.2(b)(ii)(C). (h) If the amount of the Estimated Closing Adjustment is greater than the Final Closing Adjustment (any such excess, the “Excess Amount”), then, within three (3) Business Days after the date of determination of the Final Closing Adjustment, (i) the Surviving Company shall issue a number of Surviving Company Membership Units to the Company Equity Holders pursuant to Section 2.2(b)(ii)(D), in each case equal to the lesser of (x) the quotient obtained by dividing (A) the Excess Amount by (B) the Per Share Price, and (y) the entire Adjustment Escrow Property and (ii) the Surviving Pubco shall direct the Escrow Agent to disburse the Adjustment Escrow Property to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be delivered to the Company Equity Holders pursuant to Section 2.2(b)(ii)(E). (i) The Parties agree that the procedures set forth in this Section 2.5 shall be the sole and exclusive method for resolving any disputes with respect to the determination sum of the Final Closing Adjustment Statement and Items (which for the avoidance of doubt may be a positive or negative number, it being understood that a double negative number will constitute an increase to this definition of Final Closing Adjustment; provided, that this provision shall not prohibit the Surviving Pubco or the Company Securityholder Representative from instituting litigation to enforce the determination of the Neutral AccountantImplied Base Purchase Price). (j) If an NCP Contingent Payment Escrow Amount has been deposited with the Escrow Agent pursuant to Section 2.2(a)(iii), within five (5) Business Days after the earlier of (i) payment of the NCP Contingent Payment Amount being made by any Acquired Company (or the Surviving Pubco or any of its Affiliates) (without any further obligations of any Acquired Company for any additional NCP Contingent Payment Amount) and (ii) either (A) a binding agreement between the Company and the applicable counterparties under the NCP Agreement or (B) a final and binding determination that no NCP Contingent Payment Amount is payable in accordance with the terms of the NCP Agreement, evidence of which shall be provided promptly to the Company Securityholder Representative by the Surviving Pubco, (x) the Surviving Pubco may recover the amount of such NCP Contingent Payment Amount paid by any Acquired Company (if any) solely out of the NCP Contingent Payment Escrow Account (including the NCP Contingent Payment Escrow Amount and all interest, dividends, gains and other income thereon), and only to the extent that such amount is less than or equal to the amount then held in the NCP Contingent Payment Escrow Account, and no Company Equity Holder nor any other Person shall have any Liability to the Surviving Pubco or any of its Affiliates for any amount of such NCP Contingent Payment Amount which is in excess of the amount then held in the NCP Contingent Payment Escrow Account, and (y) the Escrow Agent shall disburse any amount remaining in the NCP Contingent Payment Escrow Account after a payment is made pursuant to clause (x) (or either (A) a binding agreement between the Company and the applicable counterparties under the NCP Agreement or (B) a final and binding determination is made that no NCP Contingent Payment Amount is payable in accordance with the terms of the NCP Agreement) (the “NCP Contingent Payment Remaining Amount”) to the Paying and Exchange Agent (on behalf of the Company Equity Holders) to be distributed to the Company Equity Holders pursuant to Section 2.2(b)(ii)(E). If, at the Effective Time, the NCP Contingent Payment Amount has not been determined in accordance with the NCP Agreement, the Company Securityholder Representative shall have the right to, at its expense, control the preparation of the Earn-Out Calculation Statement (as defined in the NCP Agreement), the review of the Final Earn-Out Calculation Statement (as defined in the NCP Agreement), the submission of an Earn-Out Calculation Objection Notice (as defined in the NCP Agreement), the negotiation of any items disputed in such Earn-Out Calculation Objection Notice, the negotiation, execution and delivery of the engagement agreement with, and the submission of the presentation to, the Neutral Accountant (as defined in the NCP Agreement), and control any litigation instituted in connection therewith, in each case to the fullest extent as if the Company Securityholder Representative were “Buyer” under the NCP Agreement. The Surviving Pubco shall and shall cause the Surviving Company to reasonably cooperate in such matters, including (i) providing reasonable access to the books and records of the Acquired Companies and to its independent accountants and their workpapers (upon delivery of a customary access letter to the extent required by such independent accountants) and (ii) submitting dispute notices and other notices and materials requested by the Company Securityholder Representative.