Common use of Adjustment of Merger Consideration Clause in Contracts

Adjustment of Merger Consideration. (a) Within 90 calendar days after the Closing Date, Discovery shall cause to be prepared and delivered to the HSW Stockholders’ Representative (collectively, the “Closing Date Financial Statements”): (i) a consolidated balance sheet of the Company and its Subsidiaries as of the Effective Time giving effect to the Disposition and the Merger (the “Closing Balance Sheet”), (ii) a calculation of Net Debt as of the Effective Time giving effect to the Merger (the “Final Net Debt Balance”) and (iii) an itemized schedule setting forth all Excluded Liabilities (including an itemized schedule of Company Transaction Expenses) as of the Effective Time based on the Closing Balance Sheet (the “Final Closing Excluded Liabilities”). The Closing Balance Sheet shall be derived from the accounting books and records of the Company and its Subsidiaries and prepared in conformity with GAAP and, to the extent consistent with GAAP, on the basis of the same accounting principles and practices used by the Company in preparing the Most Recent Balance Sheet. (b) Upon delivery of the Closing Date Financial Statements, the Company shall provide the HSW Stockholders’ Representative and its accountants, consultants, attorneys and advisors or other representatives with reasonable access during normal business hours to the properties, Business Records and employees of the Company and its Subsidiaries, as well as the papers prepared by the Company, its Subsidiaries or its accountants, in each case to the extent that they relate to the matters addressed in this Section 2.12. The HSW Stockholders’ Representative shall provide Discovery with a reasonably detailed written notice of any disagreement with Discovery’s determination of the Final Net Debt Balance and Final Closing Excluded Liabilities within 30 days after its receipt of the Closing Date Financial Statements. If no notice of disagreement is received by Discovery on or prior to the close of business on the last day of such 30-day period, the calculation of the Final Net Debt Balance and Final Closing Excluded Liabilities shall be deemed accepted by the HSW Stockholders’ Representative. If any such notice of disagreement is timely provided, Discovery and the HSW Stockholders’ Representative shall use their commercially reasonable efforts for a period of 30 days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the calculation of the Final Net Debt Balance and Final Closing Excluded Liabilities. If, at the end of such period, they are unable to resolve such disagreement(s), then an independent accounting firm of recognized national standing as may be mutually selected by Discovery and the HSW Stockholders’ Representative (the “Accountant”) shall resolve any remaining disagreements. If Discovery and the HSW Stockholders’ Representative are unable to agree on the Accountant, then Discovery and the HSW Stockholders’ Representative shall each have the right to request the American Arbitration Association to appoint the Accountant, which shall not have had a material relationship with Discovery, the Company, a Former Company Stockholder who held 5% or more of the capital stock of the Company, or the HSW Stockholders’ Representative subsequent to December 31, 2006. The Accountant shall review those items remaining in dispute as promptly as practicable, but in any event within thirty (30) days of the date on which such dispute is referred to the Accountant, based solely on written submissions to the Accountant by the HSW Stockholders’ Representative and Discovery and not on any independent review of the Closing Balance Sheet, and shall determine whether and to what extent (if any) the Final Net Debt Balance and Final Closing Excluded Liabilities require adjustment; provided, that the scope of the dispute to be resolved by the Accountant shall be limited to whether the Closing Balance Sheet was prepared in accordance with GAAP and, to the extent consistent with GAAP, on the basis of the same accounting principles and practices used by the Company in preparing the Most Recent Balance Sheet, and whether there were mathematical errors in the Closing Date calculations, and the Accountant shall not make any other determination. In reaching its determination, the only alternatives available to the Accountant will be to (i) accept the position of Discovery, (ii) accept the position of the HSW Stockholders’ Representative or (iii) accept a position between those two positions. The determination of the Accountant shall be set forth in a written statement delivered to the HSW Stockholders’ Representative and Discovery and shall be final, conclusive and binding on the parties. The fees and expenses relating to the work performed by the Accountant shall be borne pro rata by Discovery on one hand and by the Company Stockholders and Optionholders on the other hand in inverse proportion to the allocation made by the Accountant of the dollar amount of the unresolved items, in the aggregate, between Discovery and the HSW Stockholders’ Representative, such that the party with whom the Accountant agrees more closely pays a lesser proportion of the fees and expenses; provided that, the Former Company Stockholders and Optionholders will bear only 63.27% of the fees and expenses of the Accountant allocable to the Company Stockholders (with the remaining 36.73% of such fees and expenses being borne by the Former Convex Stockholders and the Convex Optionholders pursuant to the Convex Merger Agreement), which amount shall be paid from the HSW Stockholders’ Representative Escrow Fund. (c) If the Final Net Debt Balance is more than the Target Closing Net Debt Balance and the positive number represented by such excess (the “Final Net Debt Excess Amount”) is greater than the Estimated Net Debt Excess Amount, if any, then the Closing Aggregate Merger Consideration will be decreased on a dollar-for-dollar basis by 63.27% of the difference between (x) such Final Net Debt Excess Amount and (y) the Estimated Net Debt Excess Amount (or if there was no Estimated Net Debt Excess Amount, zero) and Discovery will receive payment in accordance with Section 2.12(e). If the Final Net Debt Balance is more than the Target Closing Net Debt Balance, but the Final Net Debt Excess Amount is less than the Estimated Net Debt Excess Amount, then the Closing Aggregate Merger Consideration will be supplemented on a dollar-for-dollar basis by 63.27% of the difference between: (x) the Estimated Net Debt Excess Amount and (y) such Final Net Debt Excess Amount, and the HSW Stockholders’ Representative will receive, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e). If the Final Net Debt Balance is equal to the Target Closing Net Debt Balance, and the Estimated Net Debt Excess Amount was greater than zero, then the Closing Aggregate Merger Consideration will be supplemented on a dollar-for-dollar basis by an amount equal to 63.27% of the Estimated Net Debt Excess Amount, and the HSW Stockholders’ Representative will receive, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e). (d) If Final Closing Excluded Liabilities are more than Estimated Excluded Liabilities, then the Closing Aggregate Merger Consideration will be decreased on a dollar-for-dollar basis by 63.27% of the amount of such excess, and Discovery will receive payment in accordance with Section 2.12(e). If Final Closing Excluded Liabilities are less than Estimated Excluded Liabilities, then the Closing Aggregate Merger Consideration will be supplemented on a dollar-for-dollar basis by 63.27% of the amount of such deficiency, and the HSW Stockholders’ Representative will receive, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e). (e) The amount of the payments required to be made pursuant to Section 2.12(c) and (d) will be netted together as one amount (such net payment amount, the “Merger Consideration Adjustment Amount”). Any payment of the Merger Consideration Adjustment Amount required to be made by the Former Company Stockholders and Optionholders to Discovery shall be made by the Former Company Stockholders and Optionholders from the HSW Escrow Fund in accordance with the terms of the Escrow Agreement to the extent there are amounts available. Any payment of the Merger Consideration Adjustment Amount required to be made by Discovery to the Former Company Stockholders and Optionholders shall be made by Discovery to the HSW Stockholders’ Representative, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, by wire transfer of immediately available funds to the accounts previously designated in writing by the HSW Stockholders’ Representative and the Company to Discovery; provided, that any amounts payable in respect of Unvested Company Options that are not then vested will be paid by Discovery in accordance with Section 2.11(k). (f) In addition to the foregoing, to the extent that amounts owed by the Former Convex Stockholders and Convex Optionholders pursuant to Section 2.12(e) of the Convex Merger Agreement cannot be paid because there are no funds available in the Convex Escrow Fund, such amounts will be paid by the Former Company Stockholders and Optionholders from the HSW Escrow Fund, to the extent funds are available in the HSW Escrow Fund.

Adjustment of Merger Consideration. (a) Within 90 calendar days after Parent and the Closing Date, Discovery shall cause Company agree that if the aggregate Stock Consideration excluding fractional shares for which cash is to be prepared and delivered received pursuant to the HSW Stockholders’ Representative this Agreement (collectively, the “Closing Date Financial Statements”): (i) a consolidated balance sheet of the Company and its Subsidiaries as of the Effective Time giving effect to the Disposition and the Merger (the “Closing Balance Sheet”), (ii) a calculation of Net Debt as of the Effective Time giving effect to the Merger (the “Final Net Debt BalanceStock Consideration”) and (iii) an itemized schedule setting forth all Excluded Liabilities (including an itemized schedule of Company Transaction Expenses) as of the Effective Time based on the Closing Balance Sheet last closing price per share of Parent Common Stock as reported on the NYSE composite transactions reporting system prior to the Closing) is less than 40% of the aggregate Base Merger Consideration (as defined below), then the “Final Closing Excluded Liabilities”). The Closing Balance Sheet aggregate Net Stock Consideration shall be derived from the accounting books and records increased to equal 40% of the Company aggregate Base Merger Consideration and its Subsidiaries the aggregate Cash Consideration, when combined with any cash paid in respect of Dissenting Shares (computed as set forth below) and prepared any cash deemed paid in conformity with GAAP andlieu of fractional shares, shall be decreased to the extent consistent with GAAP, on the basis 60% of the same accounting principles and practices used by the Company in preparing the Most Recent Balance Sheet. (b) Upon delivery of the Closing Date Financial Statements, the Company shall provide the HSW Stockholders’ Representative and its accountants, consultants, attorneys and advisors or other representatives with reasonable access during normal business hours to the properties, Business Records and employees of the Company and its Subsidiaries, as well as the papers prepared by the Company, its Subsidiaries or its accountantsaggregate Base Merger Consideration, in each case determined by reference to such closing price, and such adjustments to the extent that they relate aggregate Merger Consideration shall be applied pro rata to the matters addressed Merger Consideration payable in respect of each Share. For purposes of this Section 2.12. The HSW Stockholders’ Representative Agreement, (i) the aggregate “Base Merger Consideration” shall provide Discovery with a reasonably detailed written notice mean the aggregate Merger Consideration (including any cash paid in lieu of any disagreement with Discovery’s determination fractional shares) plus cash paid in respect of Dissenting Shares, and (ii) the Final Net Debt Balance and Final Closing Excluded Liabilities within 30 days after its receipt cash paid in respect of Dissenting Shares shall be deemed to be the Closing Date Financial Statements. If no notice aggregate market value (based on the last closing price per share of disagreement is received by Discovery Parent Common Stock as reported on or the NYSE composite transactions reporting system prior to the close of business on the last day of such 30-day period, the calculation of the Final Net Debt Balance and Final Closing Excluded Liabilities shall be deemed accepted by the HSW Stockholders’ Representative. If any such notice of disagreement is timely provided, Discovery and the HSW Stockholders’ Representative shall use their commercially reasonable efforts for a period of 30 days (or such longer period as they may mutually agreeClosing) to resolve any disagreements with respect to the calculation of the Final Net Debt Balance and Final Closing Excluded Liabilities. If, at the end of such period, they are unable to resolve such disagreement(s), then an independent accounting firm of recognized national standing as may be mutually selected by Discovery and the HSW Stockholders’ Representative (the “Accountant”) shall resolve any remaining disagreements. If Discovery and the HSW Stockholders’ Representative are unable to agree on the Accountant, then Discovery and the HSW Stockholders’ Representative shall each have the right to request the American Arbitration Association to appoint the Accountant, which shall not have had a material relationship with Discovery, the Company, a Former Company Stockholder who held 5% or more of the capital stock of the Company, or the HSW Stockholders’ Representative subsequent to December 31, 2006. The Accountant shall review those items remaining in dispute as promptly as practicable, but in any event within thirty (30) days of the date on which such dispute is referred to the Accountant, based solely on written submissions to the Accountant by the HSW Stockholders’ Representative and Discovery and not on any independent review of the Closing Balance Sheet, and shall determine whether and to what extent (if any) the Final Net Debt Balance and Final Closing Excluded Liabilities require adjustment; provided, that the scope of the dispute to be resolved by the Accountant shall be limited to whether the Closing Balance Sheet was prepared in accordance with GAAP and, to the extent consistent with GAAP, on the basis of the same accounting principles and practices used by the Company in preparing the Most Recent Balance Sheet, and whether there were mathematical errors in the Closing Date calculations, and the Accountant shall not make any other determination. In reaching its determination, the only alternatives available to the Accountant will be to (i) accept the position of Discovery, (ii) accept the position of the HSW Stockholders’ Representative or (iii) accept a position between those two positions. The determination of the Accountant shall be set forth in a written statement delivered to the HSW Stockholders’ Representative and Discovery and shall be final, conclusive and binding on the parties. The fees and expenses relating to the work performed by the Accountant shall be borne pro rata by Discovery on one hand and by the Company Stockholders and Optionholders on the other hand in inverse proportion to the allocation made by the Accountant of the dollar amount of the unresolved items, in the aggregate, between Discovery and the HSW Stockholders’ Representative, such that the party with whom the Accountant agrees more closely pays a lesser proportion of the fees and expenses; provided that, the Former Company Stockholders and Optionholders will bear only 63.27% of the fees and expenses of the Accountant allocable to the Company Stockholders (with the remaining 36.73% of such fees and expenses being borne by the Former Convex Stockholders and the Convex Optionholders pursuant to the Convex Merger Agreement), which amount shall be paid from the HSW Stockholders’ Representative Escrow Fund. (c) If the Final Net Debt Balance is more than the Target Closing Net Debt Balance and the positive number represented by such excess (the “Final Net Debt Excess Amount”) is greater than the Estimated Net Debt Excess Amount, if any, then the Closing Aggregate Merger Consideration will be decreased on a dollar-for-dollar basis by 63.27% of the difference between (x) such Final Net Debt Excess Amount and (y) the Estimated Net Debt Excess Amount (or if there was no Estimated Net Debt Excess Amount, zero) and Discovery will receive payment in accordance with Section 2.12(e). If the Final Net Debt Balance is more than the Target Closing Net Debt Balance, but the Final Net Debt Excess Amount is less than the Estimated Net Debt Excess Amount, then the Closing Aggregate Merger Consideration will be supplemented on a dollar-for-dollar basis by 63.27% of the difference between: (x) the Estimated Net Debt Excess Amount and (y) such Final Net Debt Excess Amount, and the HSW Stockholders’ Representative will receive, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e). If the Final Net Debt Balance is equal to the Target Closing Net Debt Balance, and the Estimated Net Debt Excess Amount was greater than zero, then the Closing Aggregate Merger Consideration will be supplemented on a dollar-for-dollar basis by an amount equal to 63.27% of the Estimated Net Debt Excess Amount, and the HSW Stockholders’ Representative will receive, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e). (d) If Final Closing Excluded Liabilities are more than Estimated Excluded Liabilities, then the Closing Aggregate Merger Consideration will be decreased on a dollar-for-dollar basis by 63.27% of the amount of such excess, and Discovery will receive payment in accordance with Section 2.12(e). If Final Closing Excluded Liabilities are less than Estimated Excluded Liabilities, then the Closing Aggregate Merger Consideration will be supplemented on a dollar-for-dollar basis by 63.27% of the amount of such deficiency, and the HSW Stockholders’ Representative will receive, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e). (e) The amount of the payments required to be made pursuant to Section 2.12(c) and (d) will be netted together as one amount (such net payment amount, the “Merger Consideration Adjustment Amount”). Any payment of the Merger Consideration Adjustment Amount required to be made by the Former Company Stockholders and Optionholders to Discovery shall be made by the Former Company Stockholders and Optionholders from the HSW Escrow Fund in accordance with the terms of the Escrow Agreement to the extent there are amounts available. Any payment of the Merger Consideration Adjustment Amount required to be made by Discovery to the Former Company Stockholders and Optionholders shall be made by Discovery to the HSW Stockholders’ Representative, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, by wire transfer of immediately available funds to the accounts previously designated in writing by the HSW Stockholders’ Representative and the Company to Discovery; provided, that any amounts payable would have been paid in respect of Unvested Company Options such Dissenting Shares if the holders thereof had not elected to exercise their appraisal rights in respect of such Dissenting Shares. For the avoidance of doubt, in no event shall the provisions of this Section 4.1(d) cause the value of the aggregate Merger Consideration (with the aggregate Stock Consideration to be valued based on the last closing price per share of Parent Common Stock as reported on the NYSE composite transactions reporting system prior to the Closing) after giving effect to this Section 4.1(d) to exceed the aggregate Merger Consideration that are not then vested will would be paid by Discovery in accordance with absent the provisions of this Section 2.11(k4.1(d). (f) In addition to the foregoing, to the extent that amounts owed by the Former Convex Stockholders and Convex Optionholders pursuant to Section 2.12(e) of the Convex Merger Agreement cannot be paid because there are no funds available in the Convex Escrow Fund, such amounts will be paid by the Former Company Stockholders and Optionholders from the HSW Escrow Fund, to the extent funds are available in the HSW Escrow Fund.

Adjustment of Merger Consideration. (a) Within 90 calendar As soon as practicable but in no event later than forty five (45) days after following the Closing Date, Discovery the Shareholders shall cause to be prepared and delivered to the HSW Stockholders’ Representative (collectively, the “Closing Date Financial Statements”): (i) preparation of a consolidated balance sheet of the Company, as at the close of business on the date immediately prior to Closing Date (the "Closing Date Balance Sheet"), consistent with the past practice of the Company and its Subsidiaries in accordance with the same principles and methods followed in preparing the Financial Statements referred to in Section 3.05 hereof, and in accordance with Schedule 2.03 hereof. Schedule 2.03 shall provide that no accrual shall be set forth on the Closing Date Balance Sheet as a result of (i) income tax liability to the Company or the Surviving Corporation as a result of the Effective Time giving effect change by the Company from a cash basis taxpayer to an accrual basis taxpayer calculated in the Disposition and the Merger (the “Closing Balance Sheet”), manner set forth on Schedule 1.05(e)(ii) hereto ; (ii) a calculation of Net Debt as for any income taxes payable by the Shareholders for the period between the date hereof and the Closing Date ("Taxes Between Signing and Closing") and that there shall be no accrual for fees payable with respect to the transactions contemplated by this Agreement borne by the Company on behalf of the Effective Time giving effect Shareholders pursuant to the Merger this Agreement as further described in Schedule 2.03 (the “Final Net Debt Balance”) and (iii) an itemized schedule setting forth all Excluded Liabilities (including an itemized schedule of Company "Transaction Expenses) as of the Effective Time based on the Closing Balance Sheet (the “Final Closing Excluded Liabilities”Fees"). The Company shall also provide to Parent at the time it presents the Closing Date Balance Sheet its calculation of Taxes Between Signing and Closing and Transaction Fees. The cost of preparation of the Closing Date Balance Sheet shall be derived from borne by the accounting books and records of the Surviving Corporation. The Company and Parent shall share with each other such detailed calculations and supporting documents as the other shall reasonably require in connection with its Subsidiaries and prepared review of any calculations made thereunder. Parent shall have the right, in conformity with GAAP andits sole discretion, to the extent consistent with GAAP, on the basis of the same accounting principles and practices used by the Company in preparing the Most Recent Balance Sheet. (b) Upon delivery cause a review or audit of the Closing Date Financial StatementsBalance Sheet, the Company shall provide the HSW Stockholders’ Representative and at Parent's expense, by its accountants, consultants, attorneys and advisors provided that such review or other representatives with reasonable access during normal business hours to the properties, Business Records and employees of the Company and its Subsidiaries, as well as the papers prepared by the Company, its Subsidiaries or its accountants, in each case to the extent that they relate to the matters addressed in this Section 2.12. The HSW Stockholders’ Representative audit shall provide Discovery with a reasonably detailed written notice of any disagreement with Discovery’s determination of the Final Net Debt Balance and Final Closing Excluded Liabilities be completed within 30 days after following the availability of the Closing Date Balance Sheet. Parent may submit to the Shareholders' Representative (as defined hereinafter) on behalf of the Shareholders, not later than 30 days from the receipt of the Closing Date Balance Sheet from the Shareholders' Representative on behalf of the Shareholders, a list of any components of the Closing Date Balance Sheet, the statement of Taxes Between Signing and Closing (the "Tax Statement") appearing thereon with which Parent disagrees, if any (a "Dispute Notice") within thirty (30) days of its receipt of the Closing Date Financial StatementsBalance Sheet. If no notice of disagreement is received by Discovery on or Parent does not issue a Dispute Notice prior to the close of business on the last day of such 30-day perioddate, the calculation of Closing Date Balance Sheet, the Final Net Debt Balance and Final Closing Excluded Liabilities Tax Statement and/or Transaction Fees, as supplied to Parent, shall be deemed to have been accepted and agreed to by Parent, and shall be final and binding on the HSW Stockholders’ Representativeparties to this Agreement. If The parties shall thereafter have 15 days to discuss and reach resolution on any such notice items of disagreement dispute. Any items of dispute regarding the Closing Date Balance Sheet and/or the Tax Statement which are not so resolved shall be submitted to the Chicago, Illinois office of KPMG (the "Arbitrating Accountant") or if KPMG is timely providedunwilling to serve as Arbitrating Accountant, Discovery to a nationally recognized so called "big-five" firm of public accountants mutually acceptable to the Shareholders' Representative and the HSW Stockholders’ Representative Parent, who shall use their commercially reasonable efforts for a period have no conflict of 30 days (or such longer period as they may mutually agree) to resolve any disagreements interest with respect to either party and who shall serve as an arbitrator hereunder, the calculation expenses of which shall be shared one-half by the Final Net Debt Balance Shareholders and Final Closing Excluded Liabilitiesone-half by Parent. If, at If the end of such period, they are unable to resolve such disagreement(s), then an independent accounting firm of recognized national standing as may be mutually selected by Discovery Surviving Corporation or Parent and the HSW Stockholders’ Representative (the “Accountant”) shall resolve any remaining disagreements. If Discovery and the HSW Stockholders’ Shareholders' Representative are unable to agree on an Arbitrating Accountant pursuant to the Accountantforegoing, then Discovery each of the (i) Surviving Corporation or Parent and (ii) the Shareholders' Representative shall, within forty-five (45) days after delivery of the Dispute Notice select a disinterested arbitrator with relevant experience of its choice, and the HSW Stockholders’ Representative two disinterested arbitrators so selected shall each have select, within ten (10) days of the right to request selection of such arbitrators, an Arbitrating Accountant. In connection with the American Arbitration Association to appoint the Accountant, which shall not have had a material relationship with Discoveryresolution of any dispute, the Companyarbitrator or arbitrators shall have access to all documents, a Former Company Stockholder who held 5% or more of the capital stock of the Companyrecords, or the HSW Stockholders’ Representative subsequent work papers, facilities and personnel necessary to December 31, 2006perform its function as arbitrator. The Accountant arbitrator or arbitrators so selected shall review those items remaining in dispute render a written decision as promptly as practicable, but in any no event within thirty later than twenty (3020) days after submission of the date on which such dispute is referred matter to the Arbitrating Accountant, based solely on written submissions to the Accountant by the HSW Stockholders’ Representative and Discovery and not on any independent review . The decision of the Closing Balance Sheetarbitrator shall be final and binding upon the parties, and shall determine whether and to what judgment may be entered on such decision in a court of competent jurisdiction. To the extent (if any) not otherwise provided herein, the Final Net Debt Balance and Final Closing Excluded Liabilities require adjustment; provided, that the scope commercial arbitration rules of the dispute to be resolved by American Arbitration Association as in effect at the Accountant time of any arbitration shall be limited to whether the Closing Balance Sheet was prepared govern such arbitration in accordance with GAAP and, to the extent consistent with GAAP, on the basis of the same accounting principles and practices used by the Company in preparing the Most Recent Balance Sheet, and whether there were mathematical errors in the Closing Date calculations, and the Accountant shall not make any other determination. In reaching its determination, the only alternatives available to the Accountant will be to (i) accept the position of Discovery, (ii) accept the position of the HSW Stockholders’ Representative or (iii) accept a position between those two positionsall respects. The determination of the Accountant such firm with respect to any and all disputes shall be set forth in a written statement delivered to the HSW Stockholders’ Representative and Discovery and shall be final, conclusive and binding on the upon all parties. The fees and expenses relating to the work performed by the Accountant shall be borne pro rata by Discovery on one hand and by the Company Stockholders and Optionholders on the other hand in inverse proportion to the allocation made by the Accountant of the dollar amount of the unresolved items, in the aggregate, between Discovery and the HSW Stockholders’ Representative, such that the party with whom the Accountant agrees more closely pays a lesser proportion of the fees and expenses; provided that, the Former Company Stockholders and Optionholders will bear only 63.27% of the fees and expenses of the Accountant allocable to the Company Stockholders (with the remaining 36.73% of such fees and expenses being borne by the Former Convex Stockholders and the Convex Optionholders pursuant to the Convex Merger Agreement), which amount shall be paid from the HSW Stockholders’ Representative Escrow Fund. (cb) If If, at such time as the Final Closing Date Balance Sheet is deemed final and binding, the Closing Date Balance Sheet reflects a Net Debt Balance is more Working Capital (as defined below) less than the Target Closing Net Debt Balance and the positive number represented by such excess (the “Final Net Debt Excess Amount”) is greater than the Estimated Net Debt Excess Amount$800,000, if anythe closing shall occur on or after June 1, 2000 and $750,000 if the closing shall occur prior to June 1, 2000, then the Closing Aggregate Merger Consideration will Stock Price payable hereunder shall be decreased reduced on a dollar-for-dollar basis by 63.27% of the difference between (x) such Final Net Debt Excess Amount and (y) the Estimated Net Debt Excess Amount (or if there was no Estimated Net Debt Excess Amount, zero) and Discovery will receive payment in accordance with Section 2.12(e). If the Final Net Debt Balance is more than the Target Closing Net Debt Balance, but the Final Net Debt Excess Amount is less than the Estimated Net Debt Excess Amount, then the Closing Aggregate Merger Consideration will be supplemented on a dollar-for-dollar basis by 63.27% of the difference between: (x) the Estimated Net Debt Excess Amount and (y) such Final Net Debt Excess Amount, and the HSW Stockholders’ Representative will receive, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e). If the Final Net Debt Balance is equal to the Target Closing Net Debt Balance, and the Estimated Net Debt Excess Amount was greater than zero, then the Closing Aggregate Merger Consideration will be supplemented on a dollar-for-dollar basis by an amount equal to 63.27% of the Estimated Net Debt Excess Amount, and the HSW Stockholders’ Representative will receive, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e). (d) If Final Closing Excluded Liabilities are more than Estimated Excluded Liabilities, then the Closing Aggregate Merger Consideration will be decreased on a dollar-for-dollar basis by 63.27% of the amount of such excess, and Discovery will receive payment in accordance with Section 2.12(eshortfall (the "Shortfall Amount"). If Final For purposes of this Agreement, "Net Working Capital" shall mean the sum of the Cash plus Accounts Receivable less Current Liabilities as reflected on the Closing Excluded Liabilities are less than Estimated Excluded LiabilitiesDate Balance Sheet, calculated consistent with past practice, the Financial Statements referred to in Section 3.05 hereof and Schedule 2.03 hereof. At such ------------- time that the parties have agreed upon the Closing Date Balance Sheet and if an adjustment is required under this Section, then the Closing Aggregate Merger Consideration will be supplemented on a dollar-for-dollar basis by 63.27% such number of the amount of such deficiency, and the HSW Stockholders’ Representative will receive, for payment Escrowed Shares shall be returned to the Former Company Stockholders and payment to, or reservation for, Parent as equal the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e). (e) The amount of the payments required to be made pursuant to Section 2.12(c) and (d) will be netted together as one amount (such net payment amount, the “Merger Consideration Adjustment Amount”). Any payment of the Merger Consideration Adjustment Shortfall Amount required to be made divided by the Former Company Stockholders and Optionholders Average Closing Price subject to Discovery shall be made by the Former Company Stockholders and Optionholders from the HSW Escrow Fund in accordance with the terms of the Escrow Agreement Agreement. Notwithstanding the prior sentence, the Shareholders may at its option through a notice by the Shareholders' Representative to Parent within ten (10) days of the extent there are amounts available. Any final determination of the Shortfall Amount, satisfy any Shortfall Amount through the payment of the Merger Consideration Adjustment Amount required to be made by Discovery to the Former Company Stockholders and Optionholders shall be made by Discovery to the HSW Stockholders’ Representative, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, cash in accordance with their Pro Rata Percentage, by wire transfer lieu of immediately available funds to the accounts previously designated in writing by the HSW Stockholders’ Representative and the Company to Discovery; provided, that any amounts payable in respect of Unvested Company Options that are not then vested will be paid by Discovery in accordance with Section 2.11(k)Parent Common Stock. (f) In addition to the foregoing, to the extent that amounts owed by the Former Convex Stockholders and Convex Optionholders pursuant to Section 2.12(e) of the Convex Merger Agreement cannot be paid because there are no funds available in the Convex Escrow Fund, such amounts will be paid by the Former Company Stockholders and Optionholders from the HSW Escrow Fund, to the extent funds are available in the HSW Escrow Fund.

Adjustment of Merger Consideration. (ai) Within 90 calendar days As soon as practicable after the Closing Measurement Date, Discovery but not later than five (5) Business Days thereafter, (A) Naked shall cause prepare and deliver to be prepared Bendon a statement (the “Naked Net Assets Statement”) showing, in reasonable detail, the calculation of Naked’s Net Assets as of the Measurement Date (the “Naked Closing Net Assets”) and delivered (B) Bendon shall prepare and deliver to Naked a statement (the HSW Stockholders’ Representative (collectively“Bendon Net Debt Statement,” and together with Naked Net Assets Statement, the “Closing Date Financial Statements”): (i) a consolidated balance sheet of showing, in reasonable detail, the Company and its Subsidiaries as of the Effective Time giving effect to the Disposition and the Merger (the “Closing Balance Sheet”), (ii) a calculation of Bendon’s Net Debt as of the Effective Time giving effect to the Merger Measurement Date (the “Final Bendon Closing Net Debt Balance”) and (iii) an itemized schedule setting forth all Excluded Liabilities (including an itemized schedule of Company Transaction Expenses) as of the Effective Time based on the Closing Balance Sheet (the “Final Closing Excluded LiabilitiesDebt”). The Closing Balance Sheet Naked Net Assets Statement and the Bendon Net Debt Statement shall be derived from utilizing United States generally accepted accounting principles (“U.S. GAAP”) and the accounting books and records of the Company and its Subsidiaries and prepared in conformity with GAAP andinternational financial reporting standards (“IFRS”), to the extent respectively, consistent with GAAPthe historical practice of Naked and Bendon, on the basis of the same respectively, and shall be certified as being accurate and complete by Holdco’s independent registered public accounting principles and practices used by the Company in preparing the Most Recent Balance Sheetfirm. (bii) Upon delivery of If Bendon disagrees with Naked Closing Net Assets or Naked disagrees with Bendon Closing Net Debt as set forth in the Closing Date Financial StatementsNaked Net Assets Statement or the Bendon Net Debt Statement, respectively, the Company party that disagrees with the applicable Closing Statement (the “Disputing Party”) shall provide notify the HSW Stockholders’ Representative party that prepared the applicable Closing Statement (the “Preparing Party”) of such disagreement in writing specifying in reasonable detail any and its accountantsall items of disagreement (each, consultants, attorneys and advisors or other representatives with reasonable access during normal business hours to the properties, an “Item of Dispute”) within three (3) Business Records and employees of the Company and its Subsidiaries, as well as the papers prepared by the Company, its Subsidiaries or its accountants, in each case to the extent that they relate to the matters addressed in this Section 2.12. The HSW Stockholders’ Representative shall provide Discovery with a reasonably detailed written notice of any disagreement with Discovery’s determination of the Final Net Debt Balance and Final Closing Excluded Liabilities within 30 days Days after its receipt of the applicable Closing Date Financial StatementsStatement. If no notice In connection with the review of disagreement is received by Discovery on or prior the Closing Statements and the calculations contained therein, the Preparing Party shall provide the Disputing Party with reasonable access to the close books and records, personnel and properties and any other information of business on the last day of Preparing Party and their respective Subsidiaries that the Disputing Party reasonably requests in connection with such 30-day periodreview, subject to the Disputing Party executing a confidentiality agreement in a form reasonably acceptable to the Preparing Party. The Disputing Party and the Preparing Parties (together, the calculation of the Final Net Debt Balance and Final Closing Excluded Liabilities shall be deemed accepted by the HSW Stockholders’ Representative. If any such notice of disagreement is timely provided, Discovery and the HSW Stockholders’ Representative “Independent Parties”) shall use their commercially reasonable best efforts for a period of 30 days five (5) Business Days after the Disputing Party’s delivery of such notice (or such longer period as they the Independent Parties may mutually agreeagree upon) to resolve any disagreements with respect to Items of Dispute raised by the calculation of the Final Net Debt Balance and Final Closing Excluded LiabilitiesDisputing Party. If, at the end of such period, they are unable the Independent Parties do not resolve any such Item of Dispute, any party may submit the matter to resolve such disagreement(s), then an a mutually acceptable independent accounting firm of recognized national standing as may be mutually selected to review and resolve the Item of Dispute. In the event the Independent Parties cannot agree upon an accounting firm within five (5) Business Days after the failure to resolve any such Item of Dispute (or if such accounting firm does not accept the engagement and they cannot agree upon a replacement accounting firm within five (5) Business Days after the accounting firm notifies the parties that it will not accept the engagement), they shall choose an accounting firm by Discovery lot from those accounting firms of recognized national standing practicing in the State of New York having no material relationship to the Independent Parties or their respective Affiliates and the HSW Stockholders’ Representative having offices in locations suitable to conduct such review (the “Accountant”) shall resolve any remaining disagreements. If Discovery and accounting firm selected in accordance with the HSW Stockholders’ Representative are unable to agree on the Accountant, then Discovery and the HSW Stockholders’ Representative shall each have the right to request the American Arbitration Association to appoint the Accountant, which shall not have had a material relationship with Discovery, the Company, a Former Company Stockholder who held 5% or more of the capital stock of the Company, or the HSW Stockholders’ Representative subsequent to December 31, 2006. The Accountant shall review those items remaining in dispute as promptly as practicable, but in any event within thirty (30) days of the date on which such dispute preceding two sentences is referred to herein as the Accountant, based solely on written submissions to the Accountant by the HSW Stockholders’ Representative and Discovery and not on any independent review of the Closing Balance Sheet, and “Accounting Firm”). The Independent Parties shall determine whether and to what extent (if any) the Final Net Debt Balance and Final Closing Excluded Liabilities require adjustment; provided, request that the scope Accounting Firm render a determination on each Item of the dispute to be resolved by the Accountant shall be limited to Dispute, solely based on whether the Closing Balance Sheet such Item of Dispute was prepared accurately and in accordance with U.S. GAAP and, and consistent with the historical practice of Naked (with respect to the extent Naked Closing Net Assets calculation) and in accordance with IFRS and consistent with GAAP, on the basis historical practice of the same accounting principles and practices used by the Company in preparing the Most Recent Balance Sheet, and whether there were mathematical errors in the Closing Date calculations, and the Accountant shall not make any other determination. In reaching its determination, the only alternatives available Bendon (with respect to the Accountant will be to (i) accept the position of Discovery, (ii) accept the position of the HSW Stockholders’ Representative or (iii) accept a position between those two positionsBendon Closing Net Debt calculation). The determination of by the Accountant Accounting Firm shall be set forth in a written statement delivered to the HSW Stockholders’ Representative and Discovery with a reasonably detailed explanation for such determination, and shall be final, binding and conclusive and binding on the partiesparties absent fraud, bad faith or manifest error. The fees and expenses relating Independent Parties shall make their respective submissions to the work performed by Accounting Firm within five (5) Business Days after selecting such firm pursuant to this Section 1.5(b)(ii). The Independent Parties shall use their commercially reasonable best efforts to cause the Accountant shall be borne pro rata by Discovery on one hand and by the Company Stockholders and Optionholders on the other hand in inverse proportion Accounting Firm to the allocation made by the Accountant of the dollar amount of the unresolved items, in the aggregate, between Discovery and the HSW Stockholders’ Representative, such that the party with whom the Accountant agrees more closely pays a lesser proportion of the fees and expenses; provided that, the Former Company Stockholders and Optionholders will bear only 63.27% make its determination as soon as practicable after accepting its selection. All of the fees and expenses of the Accountant allocable Accounting Firm shall be borne by Naked. (iii) In the event Naked Closing Net Assets as finally determined in accordance with this Section 1.5(b) are less than the Net Asset Amount (such difference, the “Net Asset Shortfall Amount”), then the number of Holdco Ordinary Shares that would have been issuable to the Company Stockholders (with the remaining 36.73% shareholders of such fees and expenses being borne by the Former Convex Stockholders and the Convex Optionholders Bendon pursuant to the Convex Merger Agreement), which amount shall be paid from the HSW Stockholders’ Representative Escrow Fund. Reorganization Agreement (cas defined in Section 5.18) If the Final Net Debt Balance is more than the Target Closing Net Debt Balance and the positive number represented by such excess without any adjustment pursuant hereto (the “Final Net Debt Excess AmountBendon Target Share Number”) is greater than shall be increased by a number equal to the Estimated product obtained by multiplying (i) the Net Debt Excess Amount, if any, then the Closing Aggregate Merger Consideration will be decreased on a dollar-for-dollar basis by 63.27% of the difference between (x) such Final Net Debt Excess Asset Shortfall Amount and (yii) the Estimated Net Debt Excess Amount (or if there was no Estimated Net Debt Excess Amount, zero) and Discovery will receive payment in accordance with Section 2.12(e). If the Final Net Debt Balance is more than the Target Closing Net Debt Balance, but the Final Net Debt Excess Amount is less than the Estimated Net Debt Excess Amount, then the Closing Aggregate Merger Consideration will be supplemented on a dollar-for-dollar basis by 63.27% of the difference between: (x) the Estimated Net Debt Excess Amount and (y) such Final Net Debt Excess Amount, and the HSW Stockholders’ Representative will receive, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e). If the Final Net Debt Balance is equal to the Target Closing Net Debt Balance, and the Estimated Net Debt Excess Amount was greater than zero, then the Closing Aggregate Merger Consideration will be supplemented on a dollar-for-dollar basis by an amount equal to 63.27% of the Estimated Net Debt Excess Amount, and the HSW Stockholders’ Representative will receive, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e)11. (d) If Final Closing Excluded Liabilities are more than Estimated Excluded Liabilities, then the Closing Aggregate Merger Consideration will be decreased on a dollar-for-dollar basis by 63.27% of the amount of such excess, and Discovery will receive payment in accordance with Section 2.12(e). If Final Closing Excluded Liabilities are less than Estimated Excluded Liabilities, then the Closing Aggregate Merger Consideration will be supplemented on a dollar-for-dollar basis by 63.27% of the amount of such deficiency, and the HSW Stockholders’ Representative will receive, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e). (e) The amount of the payments required to be made pursuant to Section 2.12(c) and (d) will be netted together as one amount (such net payment amount, the “Merger Consideration Adjustment Amount”). Any payment of the Merger Consideration Adjustment Amount required to be made by the Former Company Stockholders and Optionholders to Discovery shall be made by the Former Company Stockholders and Optionholders from the HSW Escrow Fund in accordance with the terms of the Escrow Agreement to the extent there are amounts available. Any payment of the Merger Consideration Adjustment Amount required to be made by Discovery to the Former Company Stockholders and Optionholders shall be made by Discovery to the HSW Stockholders’ Representative, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, by wire transfer of immediately available funds to the accounts previously designated in writing by the HSW Stockholders’ Representative and the Company to Discovery; provided, that any amounts payable in respect of Unvested Company Options that are not then vested will be paid by Discovery in accordance with Section 2.11(k). (f) In addition to the foregoing, to the extent that amounts owed by the Former Convex Stockholders and Convex Optionholders pursuant to Section 2.12(e) of the Convex Merger Agreement cannot be paid because there are no funds available in the Convex Escrow Fund, such amounts will be paid by the Former Company Stockholders and Optionholders from the HSW Escrow Fund, to the extent funds are available in the HSW Escrow Fund.

Adjustment of Merger Consideration. (a) Within 90 calendar days after the Closing Date, Discovery shall cause to be prepared and delivered to the HSW Stockholders’ Representative (collectively, the “Closing Date Financial Statements”): (i) a consolidated balance sheet of the Company and its Subsidiaries as of the Effective Time giving effect to the Disposition and If the Merger (the “Closing Balance Sheet”), (ii) a calculation of Net Debt as of the Effective Time giving effect to the Merger (the “Final Net Debt Balance”) and (iii) an itemized schedule setting forth all Excluded Liabilities (including an itemized schedule of Company Transaction Expenses) as of the Effective Time based on the Closing Balance Sheet (the “Final Closing Excluded Liabilities”). The Closing Balance Sheet shall be derived from the accounting books and records of the Company and its Subsidiaries and prepared in conformity with GAAP and, to the extent consistent with GAAP, on the basis of the same accounting principles and practices used by the Company in preparing the Most Recent Balance Sheet. (b) Upon delivery of the Closing Date Financial Statements, the Company shall provide the HSW Stockholders’ Representative and its accountants, consultants, attorneys and advisors or other representatives with reasonable access during normal business hours to the properties, Business Records and employees of the Company and its SubsidiariesConsideration, as well as the papers prepared by the Companyfinally determined, its Subsidiaries or its accountants, in each case to the extent that they relate to the matters addressed in this Section 2.12. The HSW Stockholders’ Representative shall provide Discovery with a reasonably detailed written notice of any disagreement with Discovery’s determination of the Final Net Debt Balance and Final Closing Excluded Liabilities within 30 days after its receipt of the Closing Date Financial Statements. If no notice of disagreement is received by Discovery on or prior to the close of business on the last day of such 30-day period, the calculation of the Final Net Debt Balance and Final Closing Excluded Liabilities shall be deemed accepted by the HSW Stockholders’ Representative. If any such notice of disagreement is timely provided, Discovery and the HSW Stockholders’ Representative shall use their commercially reasonable efforts for a period of 30 days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the calculation of the Final Net Debt Balance and Final Closing Excluded Liabilities. If, at the end of such period, they are unable to resolve such disagreement(s), then an independent accounting firm of recognized national standing as may be mutually selected by Discovery and the HSW Stockholders’ Representative (the “Accountant”) shall resolve any remaining disagreements. If Discovery and the HSW Stockholders’ Representative are unable to agree on the Accountant, then Discovery and the HSW Stockholders’ Representative shall each have the right to request the American Arbitration Association to appoint the Accountant, which shall not have had a material relationship with Discovery, the Company, a Former Company Stockholder who held 5% or more of the capital stock of the Company, or the HSW Stockholders’ Representative subsequent to December 31, 2006. The Accountant shall review those items remaining in dispute as promptly as practicable, but in any event within thirty (30) days of the date on which such dispute is referred to the Accountant, based solely on written submissions to the Accountant by the HSW Stockholders’ Representative and Discovery and not on any independent review of the Closing Balance Sheet, and shall determine whether and to what extent (if any) the Final Net Debt Balance and Final Closing Excluded Liabilities require adjustment; provided, that the scope of the dispute to be resolved by the Accountant shall be limited to whether the Closing Balance Sheet was prepared in accordance with GAAP and, to the extent consistent with GAAP, on the basis of the same accounting principles and practices used by the Company in preparing the Most Recent Balance Sheet, and whether there were mathematical errors in the Closing Date calculations, and the Accountant shall not make any other determination. In reaching its determination, the only alternatives available to the Accountant will be to (i) accept the position of Discovery, (ii) accept the position of the HSW Stockholders’ Representative or (iii) accept a position between those two positions. The determination of the Accountant shall be set forth in a written statement delivered to the HSW Stockholders’ Representative and Discovery and shall be final, conclusive and binding on the parties. The fees and expenses relating to the work performed by the Accountant shall be borne pro rata by Discovery on one hand and by the Company Stockholders and Optionholders on the other hand in inverse proportion to the allocation made by the Accountant of the dollar amount of the unresolved items, in the aggregate, between Discovery and the HSW Stockholders’ Representative, such that the party with whom the Accountant agrees more closely pays a lesser proportion of the fees and expenses; provided that, the Former Company Stockholders and Optionholders will bear only 63.27% of the fees and expenses of the Accountant allocable to the Company Stockholders (with the remaining 36.73% of such fees and expenses being borne by the Former Convex Stockholders and the Convex Optionholders pursuant to the Convex Merger Agreement), which amount shall be paid from the HSW Stockholders’ Representative Escrow Fund. (c) If the Final Net Debt Balance is more than the Target Closing Net Debt Balance and the positive number represented by such excess (the “Final Net Debt Excess Amount”) is greater than the Estimated Net Debt Excess Amount, if anyMerger Consideration, then Purchaser shall pay to the Closing Aggregate Merger Consideration will be decreased on a dollar-for-dollar basis by 63.27% of the difference between Equityholders (x) such Final Net Debt Excess Amount and (y) the Estimated Net Debt Excess Amount (or if there was no Estimated Net Debt Excess Amount, zero) and Discovery will receive payment in accordance with the payment procedures set forth in Section 2.12(e). If the Final Net Debt Balance is more than the Target Closing Net Debt Balance, but the Final Net Debt Excess Amount is less than the Estimated Net Debt Excess Amount, then the Closing Aggregate Merger Consideration will be supplemented on a dollar-for-dollar basis by 63.27% of the difference between: (x1.10) the Estimated Net Debt Excess Amount and (y) such Final Net Debt Excess Amount, and the HSW Stockholders’ Representative will receive, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e). If the Final Net Debt Balance is equal to the Target Closing Net Debt Balance, and the Estimated Net Debt Excess Amount was greater than zero, then the Closing Aggregate Merger Consideration will be supplemented on a dollar-for-dollar basis by an amount equal to 63.27% of the Estimated Net Debt Excess Amount, and the HSW Stockholders’ Representative will receive, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e). (d) If Final Closing Excluded Liabilities are more than Estimated Excluded Liabilities, then the Closing Aggregate Merger Consideration will be decreased on a dollar-for-dollar basis by 63.27% of the amount of such excess, and Discovery will receive payment in accordance with Section 2.12(e). If Final Closing Excluded Liabilities are less than Estimated Excluded Liabilities, then the Closing Aggregate Merger Consideration will be supplemented on difference by means of a dollar-for-dollar basis by 63.27% of the amount of such deficiency, and the HSW Stockholders’ Representative will receive, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e). (e) The amount of the payments required to be made pursuant to Section 2.12(c) and (d) will be netted together as one amount (such net payment amount, the “Merger Consideration Adjustment Amount”). Any payment of the Merger Consideration Adjustment Amount required to be made by the Former Company Stockholders and Optionholders to Discovery shall be made by the Former Company Stockholders and Optionholders from the HSW Escrow Fund in accordance with the terms of the Escrow Agreement to the extent there are amounts available. Any payment of the Merger Consideration Adjustment Amount required to be made by Discovery to the Former Company Stockholders and Optionholders shall be made by Discovery to the HSW Stockholders’ Representative, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, by wire transfer of immediately available funds (or, in the case of Optionholders, through the Company’s payroll system), to be allocated amongst the accounts previously designated in writing by the HSW Stockholders’ Representative and the Company to Discovery; provided, that any amounts payable in respect of Unvested Company Options that are not then vested will be paid by Discovery Equityholders in accordance with Section 2.11(k). (f) In addition each such Equityholder’s Percentage as set forth on the Payment Schedule. If the Merger Consideration, as finally determined, is less than the Estimated Merger Consideration, then Purchaser and Agent shall submit joint written instructions to the foregoingEscrow Agent, directing the Escrow Agent to disburse from the extent that amounts owed by Adjustment Escrow Fund the Former Convex Stockholders amount of such difference to Purchaser, and Convex Optionholders pursuant to Section 2.12(e) if the amount of such difference exceeds the Convex Merger Agreement cannot be paid because there are no funds available in the Convex Adjustment Escrow Fund, then directing the Escrow Agent to disburse the amount of such amounts will be paid by the Former Company Stockholders and Optionholders difference to Purchaser first from the HSW Adjustment Escrow Fund until the Adjustment Escrow Fund is exhausted and disburse the remaining amount from the Indemnity Escrow Fund. Except as provided in Section 5.2, the Adjustment Escrow Fund and the Indemnity Escrow Fund shall be Purchaser’s sole and exclusive recourses for any difference between the Merger Consideration and the Estimated Merger Consideration and the Equityholders shall have no liability for such difference in excess of the Adjustment Escrow Fund and the Indemnity Escrow Fund. The amount of the Adjustment Escrow Fund, if any, that remains after payment to Purchaser of any difference shall be distributed to the extent funds are available Equityholders in accordance with each such Equityholder’s Percentage as set forth on the HSW Escrow FundPayment Schedule. Any payments required to be made under this Section 1.12(b) shall be payable no later than five (5) business days after the final determination of such amounts.

Adjustment of Merger Consideration. (a) Within 90 calendar 30 days after following the Closing Date, Discovery the Litho Stockholders shall cause to be prepared and delivered to the HSW Stockholders’ Representative (collectively, the “Closing Date Financial Statements”): Acquisition Corp. (i) a consolidated an unaudited combining balance sheet of the Company and its Subsidiaries Litho Companies dated as of the Effective Time giving effect to the Disposition and the Merger Closing Date (the “"Preliminary Closing Balance Sheet”"), including a statement of income for the period beginning December 31, 1996 and ending on the Closing Date, which shall be prepared in accordance with Generally Accepted Accounting Principles consistently applied, except that it shall omit, cash flows, retained earnings and all footnotes, and which shall include the Net Book Value of the Litho Companies as of the Closing Date (the "Estimated Net Book Value") and (ii) a calculation of Net Debt as of schedule (the Effective Time giving effect "Financial Schedule") setting forth any proposed adjustment to the Merger (Consideration based upon the “Final difference between the Interim Net Debt Balance”Book Value and the Estimated Net Book Value; provided, however, that accounts receivable may subsequently be valued in the manner described in Section 2.7(d)(ii) hereof. Acquisition Corp. shall provide the Litho Stockholders, and (iii) an itemized schedule setting forth all Excluded Liabilities (including an itemized schedule of Company Transaction Expenses) as any representative of the Effective Time based on Litho Stockholders, full access to the Closing Balance Sheet (the “Final Closing Excluded Liabilities”). The Closing Balance Sheet shall be derived from the accounting books and records of the Company Litho Companies for purposes of preparing the Preliminary Closing Balance Sheet and its Subsidiaries the Financial Schedule. All outside services utilized to create the Preliminary Closing Balance Sheet and prepared in conformity with GAAP and, to the extent consistent with GAAP, on Financial Schedule shall be at the basis sole cost and expense of the same accounting principles and practices used by the Company in preparing the Most Recent Balance SheetLitho Stockholders. (b) Upon delivery receipt of the Preliminary Closing Balance Sheet and Financial Schedule, Graphic shall, at its expense, cause its certified public accountants, Kanes Benator & Company L.L.C., to conduct an audit of the Preliminary Closing Balance Sheet of the Litho Companies (the "Closing Audit") and prepare an audited closing balance sheet (the "Audited Balance Sheet") reflecting the audited Net Book Value as of the Closing Date Financial Statements, (the Company "Audited Net Book Value") and setting forth any proposed adjustment in the Merger Consideration based on the difference between the Audited Net Book Value and the Interim Net Book Value. The Closing Audit shall provide the HSW Stockholders’ Representative and its accountants, consultants, attorneys and advisors or other representatives with reasonable access during normal business hours to the properties, Business Records and employees be completed within sixty (60) days following receipt by Graphic of the Company and its Subsidiaries, as well as the papers prepared by the Company, its Subsidiaries or its accountants, in each case to the extent that they relate to the matters addressed in this Section 2.12. The HSW Stockholders’ Representative shall provide Discovery with a reasonably detailed written notice of any disagreement with Discovery’s determination of the Final Net Debt Balance and Final Closing Excluded Liabilities within 30 days after its receipt of the Closing Date Financial Statements. If no notice of disagreement is received by Discovery on or prior to the close of business on the last day of such 30-day period, the calculation of the Final Net Debt Balance and Final Closing Excluded Liabilities shall be deemed accepted by the HSW Stockholders’ Representative. If any such notice of disagreement is timely provided, Discovery and the HSW Stockholders’ Representative shall use their commercially reasonable efforts for a period of 30 days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the calculation of the Final Net Debt Balance and Final Closing Excluded Liabilities. If, at the end of such period, they are unable to resolve such disagreement(s), then an independent accounting firm of recognized national standing as may be mutually selected by Discovery and the HSW Stockholders’ Representative (the “Accountant”) shall resolve any remaining disagreements. If Discovery and the HSW Stockholders’ Representative are unable to agree on the Accountant, then Discovery and the HSW Stockholders’ Representative shall each have the right to request the American Arbitration Association to appoint the Accountant, which shall not have had a material relationship with Discovery, the Company, a Former Company Stockholder who held 5% or more of the capital stock of the Company, or the HSW Stockholders’ Representative subsequent to December 31, 2006. The Accountant shall review those items remaining in dispute as promptly as practicable, but in any event within thirty (30) days of the date on which such dispute is referred to the Accountant, based solely on written submissions to the Accountant by the HSW Stockholders’ Representative and Discovery and not on any independent review of the Preliminary Closing Balance SheetSheet and Financial Schedule, and shall determine whether and to what extent (if any) the Final Net Debt Balance and Final Closing Excluded Liabilities require adjustment; provided, that the scope of the dispute to be resolved conducted in accordance with Generally Accepted Auditing Standards as promulgated by the Accountant American Institute of Certified Public Accountants and the Audited Balance Sheet shall be limited to whether the Closing Balance Sheet was prepared in accordance with GAAP andGenerally Accepted Accounting Principles, to the extent consistent with GAAPconsistently applied, on the basis of and in the same accounting principles and practices used by manner as the Company in preparing the Most Recent Interim Balance Sheet, except that it shall omit statements of income, cash flows, retained earnings and whether there were mathematical errors in the Closing Date calculations, and the Accountant shall not make any other determination. In reaching its determination, the only alternatives available to the Accountant will be to (i) accept the position of Discovery, (ii) accept the position of the HSW Stockholders’ Representative or (iii) accept a position between those two positions. The determination of the Accountant shall be set forth in a written statement delivered to the HSW Stockholders’ Representative and Discovery and shall be final, conclusive and binding on the parties. The fees and expenses relating to the work performed by the Accountant shall be borne pro rata by Discovery on one hand and by the Company Stockholders and Optionholders on the other hand in inverse proportion to the allocation made by the Accountant of the dollar amount of the unresolved items, in the aggregate, between Discovery and the HSW Stockholders’ Representative, such that the party with whom the Accountant agrees more closely pays a lesser proportion of the fees and expenses; provided that, the Former Company Stockholders and Optionholders will bear only 63.27% of the fees and expenses of the Accountant allocable to the Company Stockholders (with the remaining 36.73% of such fees and expenses being borne by the Former Convex Stockholders and the Convex Optionholders pursuant to the Convex Merger Agreement), which amount shall be paid from the HSW Stockholders’ Representative Escrow Fundall footnotes. (c) If the Final Net Debt Balance is more than the Target Closing Net Debt Balance and the positive number represented by such excess The Litho Stockholders shall have fifteen (the “Final Net Debt Excess Amount”15) is greater than the Estimated Net Debt Excess Amount, if any, then the Closing Aggregate Merger Consideration will be decreased on a dollar-for-dollar basis by 63.27% days following receipt of the difference between (x) such Final Audited Balance Sheet to agree or disagree with the calculation of the Audited Net Debt Excess Amount and (y) the Estimated Net Debt Excess Amount (or if there was no Estimated Net Debt Excess Amount, zero) and Discovery will receive payment in accordance with Section 2.12(e)Book Value as set forth therein. If the Final Litho Stockholders agree within such fifteen (15) day period, payment of any difference between the Interim Net Debt Balance is more than Book Value and the Target Closing Audited Net Debt BalanceBook Value shall be made as provided in Section 2.7(e) hereof. Failure of the Litho Stockholders to notify Graphic and Acquisition Corp. of a disagreement, but together with a reason or reasons therefor, shall be deemed agreement with the Final Net Debt Excess Amount is less than the Estimated Net Debt Excess Amount, then the Closing Aggregate calculation of Merger Consideration will be supplemented on a dollar-for-dollar basis by 63.27% of in the difference between: (x) the Estimated Net Debt Excess Amount and (y) such Final Net Debt Excess Amount, and the HSW Stockholders’ Representative will receive, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e)Audited Balance Sheet. If the Final Net Debt Balance is equal parties do not agree, notice of the same shall be delivered to Graphic and Acquisition Corp. within such fifteen (15) day period, which notice shall specify the item or items of disagreement and the reasons therefor. Such dispute shall be resolved by arbitration, as set forth in Section 8.4 hereof. (d) Subject to Section 8.2 hereof, the Merger Consideration to be paid to the Target Closing Litho Stockholders in the Mergers shall be adjusted, dollar for dollar, in the aggregate as follows: (i) upward or downward, by the amount by which the Audited Net Debt BalanceBook Value is more or less than (whichever is the case) the Interim Net Book Value; (ii) downward, by the face value of any accounts or notes receivable in favor of either Litho Company which are (A) shown on the Audited Balance Sheet, (B) in excess of any bad debt reserve provided for in the Audited Balance Sheet, and (C) remain uncollected one hundred and twenty (120) days after the Estimated Net Debt Excess Amount was greater than zerodate of the Audited Balance Sheet; (iii) downward, then the Closing Aggregate Merger Consideration will be supplemented on a dollar-for-dollar basis by an amount equal to 63.27% any loss, damage, cost or expense (including, but not limited to, reasonable attorney's fees and court costs) incurred by Graphic or Acquisition Corp. as a result of the Estimated Net Debt Excess Amountbreach of any representation, warranty or covenant of the Litho Stockholders contained herein or in the Schedules attached hereto; (iv) downward, by the face value of any work in process of either Litho Company which is (A) shown on the Audited Balance Sheet (following the resolution of any disputes regarding such balance sheet) and the HSW Stockholders’ Representative will receive(B) is not paid in full within 120 days of delivery of such completed work; and (v) upward, for payment by an amount equal to the Former Company Stockholders and payment any loss, damage, cost or expense (including, but not limited to, or reservation for, the Optionholders, reasonable attorney's fees and court costs) incurred by either Litho Stockholder as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e). (d) If Final Closing Excluded Liabilities are more than Estimated Excluded Liabilities, then the Closing Aggregate Merger Consideration will be decreased on a dollar-for-dollar basis by 63.27% result of the amount breach of such excessany representation, and Discovery will receive payment in accordance with Section 2.12(e). If Final Closing Excluded Liabilities are less than Estimated Excluded Liabilities, then the Closing Aggregate Merger Consideration will be supplemented on a dollar-for-dollar basis by 63.27% warranty or covenant of the amount Graphic of such deficiency, and the HSW Stockholders’ Representative will receive, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e)Acquisition Corp. contained herein. (e) The If the adjustment set forth in Section 2.7(d) hereof results in an upward adjustment in the Merger Consideration, Graphic and the Surviving Corporation shall pay the amount of such adjustment to the payments required to be made Litho Stockholders in Graphic Common Stock valued at the Stock Price and allocated among the Litho Stockholders as provided in Schedule 2.5 hereof. ------------ If the adjustment set forth in Section 2.7(d) hereof results in a downward adjustment in the Merger Consideration, the Litho Stockholders shall pay Graphic and Surviving Corporation the amount of such adjustment in Graphic Common Stock valued at the Stock Price or in cash. In the event there is a reduction in the Merger Consideration pursuant to this Section 2.12(c) and (d) will be netted together as one amount (such net payment amount2.7, the “Merger amount of such reduction shall first be sought by Graphic and the Surviving Corporation from the Escrow Stock Consideration Adjustment Amount”)in accordance with the Escrow Agreement, and if the available Escrow Stock Consideration is not sufficient to pay such deficiency, the Litho Stockholders shall remain liable therefor; provided, however, that payment from the Escrow Stock Consideration shall not be Acquisition Corp.'s exclusive source for payment of such reduction. Any payment of the Merger Consideration Adjustment Amount required to be made by the Former Company Stockholders and Optionholders to Discovery in Graphic Common Stock under this Section 2.7(e) shall be made by rounding the Former Company Stockholders and Optionholders from the HSW Escrow Fund in accordance with the terms number of the Escrow Agreement shares to the extent there are amounts availablenearest whole number and no fractional shares shall be paid or payable. Any payment of the Merger Consideration Adjustment Amount required to be made by Discovery to the Former Company Stockholders and Optionholders shall be made by Discovery to the HSW Stockholders’ Representative, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, by wire transfer of immediately available funds to the accounts previously designated in writing by the HSW Stockholders’ Representative and the Company to Discovery; provided, that any amounts payable in respect of Unvested Company Options that are not then vested will be paid by Discovery in accordance with Section 2.11(k). (f) In addition to the foregoing, to the extent that amounts owed by the Former Convex Stockholders and Convex Optionholders pursuant to Section 2.12(e) of the Convex Merger Agreement cannot be paid because there are no funds available in the Convex Escrow Fund, such amounts will be paid by the Former Company Stockholders and Optionholders from the HSW Escrow Fund, to the extent funds are available in the HSW Escrow Fund.payments due under this Section

Adjustment of Merger Consideration. (a) Within 90 calendar As soon as practicable but in no event later than ten (10) days after following the Closing Date, Discovery Shareholder shall cause to be prepared and delivered to the HSW Stockholders’ Representative (collectively, the “Closing Date Financial Statements”): (i) preparation of a consolidated balance sheet of the Company Company, as at the Closing Date (the "Closing Date Balance Sheet"), in accordance with generally accepted United States accounting principles ("GAAP") and its Subsidiaries as consistent with past practice. The cost of preparation of the Effective Time giving effect to the Disposition and the Merger (the “Closing Balance Sheet”), (ii) a calculation of Net Debt as of the Effective Time giving effect to the Merger (the “Final Net Debt Balance”) and (iii) an itemized schedule setting forth all Excluded Liabilities (including an itemized schedule of Company Transaction Expenses) as of the Effective Time based on the Closing Balance Sheet (the “Final Closing Excluded Liabilities”). The Closing Date Balance Sheet shall be derived borne by the Company. The Company and Parent shall share with each other such detailed calculations and supporting documents as the other shall reasonably require in connection with its review of any calculations made thereunder. Parent shall have the right, in its sole discretion, to cause a review or audit of the Closing Date Balance Sheet, as Parent's expense, by its accountants, provided that such review or audit shall be completed within 30 days following the availability of the Closing Date Balance Sheet. Parent may submit to Shareholder, not later than 30 days from the accounting books and records receipt of the Company and its Subsidiaries and prepared in conformity with GAAP andClosing Date Balance Sheet from Shareholder, to the extent consistent with GAAP, on the basis a list of any components of the same accounting principles Closing Date Balance Sheet appearing thereon with which Parent disagrees, if any. The parties shall thereafter have 15 days to discuss and practices used reach resolution on any items of dispute. Any items of dispute regarding the Closing Date Balance Sheet which are not so resolved shall be submitted to a nationally recognized firm of public accountants mutually acceptable to Shareholder and Parent, who shall have no conflict of interest with respect to either party and who shall serve as an arbitrator hereunder, the expenses of which shall be shared one-half by the Company in preparing the Most Recent Balance SheetShareholder and one-half by Parent. The determination of such firm with respect to any and all disputes shall be conclusive and binding upon all parties. (b) Upon delivery of If, following such review and other procedures described in Section 2.03(a), the Closing Date Financial Statements, the Company shall provide the HSW Stockholders’ Representative and its accountants, consultants, attorneys and advisors or other representatives with reasonable access during normal business hours to the properties, Business Records and employees of the Company and its Subsidiaries, as well as the papers prepared by the Company, its Subsidiaries or its accountants, in each case to the extent that they relate to the matters addressed in this Section 2.12. The HSW Stockholders’ Representative shall provide Discovery with a reasonably detailed written notice of any disagreement with Discovery’s determination of the Final Net Debt Balance and Final Closing Excluded Liabilities within 30 days after its receipt of the Closing Date Financial Statements. If no notice of disagreement is received by Discovery on or prior to the close of business on the last day of such 30-day period, the calculation of the Final Net Debt Balance and Final Closing Excluded Liabilities shall be deemed accepted by the HSW Stockholders’ Representative. If any such notice of disagreement is timely provided, Discovery and the HSW Stockholders’ Representative shall use their commercially reasonable efforts for a period of 30 days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the calculation of the Final Net Debt Balance and Final Closing Excluded Liabilities. If, at the end of such period, they are unable to resolve such disagreement(s), then an independent accounting firm of recognized national standing as may be mutually selected by Discovery and the HSW Stockholders’ Representative (the “Accountant”) shall resolve any remaining disagreements. If Discovery and the HSW Stockholders’ Representative are unable to agree on the Accountant, then Discovery and the HSW Stockholders’ Representative shall each have the right to request the American Arbitration Association to appoint the Accountant, which shall not have had a material relationship with Discovery, the Company, a Former Company Stockholder who held 5% or more of the capital stock of the Company, or the HSW Stockholders’ Representative subsequent to December 31, 2006. The Accountant shall review those items remaining in dispute as promptly as practicable, but in any event within thirty (30) days of the date on which such dispute is referred to the Accountant, based solely on written submissions to the Accountant by the HSW Stockholders’ Representative and Discovery and not on any independent review of the Closing Balance Sheet, and shall determine whether and to what extent (if any) the Final Net Debt Balance and Final Closing Excluded Liabilities require adjustment; provided, that the scope of the dispute to be resolved by the Accountant shall be limited to whether the Closing Balance Sheet was prepared in accordance with GAAP and, to the extent consistent with GAAP, on the basis of the same accounting principles and practices used by the Company in preparing the Most Recent Balance Sheet, and whether there were mathematical errors in the Closing Date calculations, and the Accountant shall not make any other determination. In reaching its determination, the only alternatives available to the Accountant will be to reflects a Net Working Capital (ias defined below) accept the position of Discovery, (ii) accept the position of the HSW Stockholders’ Representative or (iii) accept a position between those two positions. The determination of the Accountant shall be set forth in a written statement delivered to the HSW Stockholders’ Representative and Discovery and shall be final, conclusive and binding on the parties. The fees and expenses relating to the work performed by the Accountant shall be borne pro rata by Discovery on one hand and by the Company Stockholders and Optionholders on the other hand in inverse proportion to the allocation made by the Accountant of the dollar amount of the unresolved items, in the aggregate, between Discovery and the HSW Stockholders’ Representative, such that the party with whom the Accountant agrees more closely pays a lesser proportion of the fees and expenses; provided that, the Former Company Stockholders and Optionholders will bear only 63.27% of the fees and expenses of the Accountant allocable to the Company Stockholders (with the remaining 36.73% of such fees and expenses being borne by the Former Convex Stockholders and the Convex Optionholders pursuant to the Convex Merger Agreement), which amount shall be paid from the HSW Stockholders’ Representative Escrow Fund. (c) If the Final Net Debt Balance is more less than the Target Closing Net Debt Balance and the positive number represented by such excess (the “Final Net Debt Excess Amount”) is greater than the Estimated Net Debt Excess Amount, if any$50,000, then the Closing Aggregate Merger Consideration will Stock Price payable hereunder shall be decreased reduced on a dollar-for-dollar basis by 63.27% of the difference between (x) such Final Net Debt Excess Amount and (y) the Estimated Net Debt Excess Amount (or if there was no Estimated Net Debt Excess Amount, zero) and Discovery will receive payment in accordance with Section 2.12(e). If the Final Net Debt Balance is more than the Target Closing Net Debt Balance, but the Final Net Debt Excess Amount is less than the Estimated Net Debt Excess Amount, then the Closing Aggregate Merger Consideration will be supplemented on a dollar-for-dollar basis by 63.27% of the difference between: (x) the Estimated Net Debt Excess Amount and (y) such Final Net Debt Excess Amount, and the HSW Stockholders’ Representative will receive, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e). If the Final Net Debt Balance is equal to the Target Closing Net Debt Balance, and the Estimated Net Debt Excess Amount was greater than zero, then the Closing Aggregate Merger Consideration will be supplemented on a dollar-for-dollar basis by an amount equal to 63.27% of the Estimated Net Debt Excess Amount, and the HSW Stockholders’ Representative will receive, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e). (d) If Final Closing Excluded Liabilities are more than Estimated Excluded Liabilities, then the Closing Aggregate Merger Consideration will be decreased on a dollar-for-dollar basis by 63.27% of the amount of such excessshortfall (the "Shortfall Amount"). For purposes of this Agreement, and Discovery will receive payment "Net Working Capital" shall mean the sum of the Cash plus Accounts Receivable less Current Liabilities as reflected on the Closing Date Balance Sheet, calculated in accordance with Section 2.12(e)GAAP and consistent with past practice. If Final At such time that the parties have agreed upon the Closing Excluded Liabilities are less than Estimated Excluded LiabilitiesDate Balance Sheet and if an adjustment is required under this Section, then the Closing Aggregate Merger Consideration will be supplemented on a dollar-for-dollar basis by 63.27% such number of the amount of such deficiency, and the HSW Stockholders’ Representative will receive, for payment Escrowed Shares shall be returned to the Former Company Stockholders and payment to, or reservation for, Parent as equal the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e). (e) The amount of the payments required to be made pursuant to Section 2.12(c) and (d) will be netted together as one amount (such net payment amount, the “Merger Consideration Adjustment Amount”). Any payment of the Merger Consideration Adjustment Shortfall Amount required to be made divided by the Former Company Stockholders and Optionholders Average Closing Price subject to Discovery shall be made by the Former Company Stockholders and Optionholders from the HSW Escrow Fund in accordance with the terms of the Escrow Agreement to the extent there are amounts available. Any payment of the Merger Consideration Adjustment Amount required to be made by Discovery to the Former Company Stockholders and Optionholders shall be made by Discovery to the HSW Stockholders’ Representative, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, by wire transfer of immediately available funds to the accounts previously designated in writing by the HSW Stockholders’ Representative and the Company to Discovery; provided, that any amounts payable in respect of Unvested Company Options that are not then vested will be paid by Discovery in accordance with Section 2.11(k)Agreement. (f) In addition to the foregoing, to the extent that amounts owed by the Former Convex Stockholders and Convex Optionholders pursuant to Section 2.12(e) of the Convex Merger Agreement cannot be paid because there are no funds available in the Convex Escrow Fund, such amounts will be paid by the Former Company Stockholders and Optionholders from the HSW Escrow Fund, to the extent funds are available in the HSW Escrow Fund.

Adjustment of Merger Consideration. The Adjusted Aggregate Merger Consideration shall be subject to final adjustment, if any, after the Closing Date as specified in this Section 1.09. (a) Within 90 calendar days after Following the Closing, JUSI, at its expense, shall engage Ernst & Young LLP (“E&Y”), provided, however, that should E&Y be unable or unwilling to provide the report described below, JUSI shall promptly engage another independent public accounting firm of national reputation (the “Alternate Firm”), either hereinafter referred to as the “Auditor”, to examine the Estimated Closing Date, Discovery Date Net Working Capital Statement. JUSI shall cause use its best efforts to be prepared and delivered deliver to the HSW Stockholders’ Representative Surviving Corporation and Parent the Estimated Closing Date Net Working Capital Statement with any adjustments the Auditor determines are required (collectively, the “Adjusted Closing Date Financial StatementsNet Working Capital Statement”): (i) ), together with a consolidated balance sheet of the Company and its Subsidiaries as of the Effective Time giving effect to Closing Date, within sixty (60) days after the Disposition and Closing (or, in the Merger event the Auditor is the Alternate Firm, within sixty (60) days after the “Alternate Firm is engaged), together with a report of the Auditor thereon (i) setting forth the amount of Closing Balance Sheet”)Date Net Working Capital reflected in the Adjusted Closing Date Net Working Capital Statement, (ii) stating that (x) the examination has been made in accordance with generally accepted auditing standards, (y) the Adjusted Closing Date Net Working Capital Statement has been prepared on a basis consistent with the Accounting Principles and the April 2, 2005 Net Working Capital Statement and (z) the Adjusted Closing Date Net Working Capital Statement includes only those categories of assets and liabilities and line items included in, and is in a form consistent with, the April 2, 2005 Net Working Capital Statement, and (iii) setting forth the amount of any required adjustment pursuant to this Section 1.09 (a). JUSI and Parent shall (and Parent shall cause the Surviving Corporation to) take such actions as are necessary to cause the Auditor’s examination of the Estimated Closing Date Net Working Capital Statement to be performed expeditiously. During the period from the Closing Date until the date of delivery of the Adjusted Closing Date Net Working Capital Statement, Parent shall cause the Surviving Corporation to give JUSI, the Auditor and other appropriate personnel such assistance and access to the assets and books and records of Rexair as JUSI and the Auditor shall reasonably request during normal business hours in order to enable them to prepare and examine, respectively, the Adjusted Closing Date Net Working Capital Statement. An independent accounting firm (other than Deloitte & Touche) engaged by Parent or the Surviving Corporation at Parent’s or the Surviving Corporation’s sole expense shall have the opportunity to observe the taking of the inventory of the Company in connection with the preparation of the Adjusted Closing Date Net Working Capital Statement. (b) Within thirty (30) days following the delivery of the Adjusted Closing Date Net Working Capital Statement and the related report of the Auditor, Parent shall cause the Surviving Corporation to deliver to JUSI a written notice of objection (an “Objection Notice”) or a written notice of acceptance (an “Acceptance Notice”) with respect to the Adjusted Closing Date Net Working Capital Statement and related auditor’s report. Such Adjusted Closing Date Net Working Capital Statement and related auditor’s report shall be final and binding on the parties if an Acceptance Notice is delivered to JUSI or if no Objection Notice is delivered to JUSI within such thirty (30) day period. Any Objection Notice shall specify in reasonable detail the items on the Adjusted Closing Date Net Working Capital Statement disputed and shall describe in reasonable detail the basis for the objection, the amount in dispute and all information in the possession of the objecting party which forms the basis thereof, as well as Parent’s calculation of Closing Date Net Debt Working Capital. It is understood and agreed by Parent and the Surviving Corporation that (i) the Surviving Corporation may not object to (A) any reserves established for any contingent liabilities that are reflected in the Schedules to this Agreement or that are disclosed in the Financial Statements or the April 2, 2005 Net Working Capital Statement (provided that the Surviving Corporation may object to any decrease in the amount of any reserve that was reflected on the October 2, 2004 balance sheet or the April 2, 2005 Net Working Capital Statement or any change in the principles or methodology or rates at which reserves are determined since October 2, 2004) or (B) the historic carrying costs of any asset or any liability (unless the carrying cost of such asset is higher, or the carrying cost of such liability is lower, in each case, than the cost reflected on the October 2, 2004 balance sheet or the April 2, 2005 Net Working Capital Statement, or the principles or methodology for determining the carrying costs of assets and liabilities have changed since October 2, 2004), except in each case as a result of any new facts or events occurring after the date hereof, or, with respect to the carrying cost of the Effective Time giving effect inventory, to the Merger extent the review conducted pursuant to Section 1.09(a) determines that its carrying cost has not been recorded in accordance with the Accounting Principles, (ii) the Surviving Corporation’s objection shall be limited to only those categories of assets and liabilities and line items included in the April 2, 2005 Net Working Capital Statement and (iii) the Surviving Corporation shall be deemed to have agreed with all other aspects of the Adjusted Closing Date Net Working Capital Statement not objected to in the Objection Notice. If an Objection Notice is given, the parties shall consult with each other with respect to the objection. If the parties are unable to reach agreement within fifteen (15) days after an Objection Notice has been given, any unresolved disputed items shall be promptly referred to Deloitte & Touche or another independent public accounting firm of national reputation agreed to in writing between the parties to which neither party has paid more than $500,000 in annual fees since January 1, 2003 (the “Unrelated Accounting Firm”). The Unrelated Accounting Firm shall be directed to render a written report on the unresolved disputed issues with respect to the Adjusted Closing Date Net Working Capital Statement as promptly as practicable and to resolve only those issues of dispute set forth in the Objection Notice. The resolution of the dispute by the Unrelated Accounting Firm shall be final and binding on the parties and shall be solely based on matters presented by the Surviving Corporation in the Objection Notice and responded to by JUSI or the Auditor. The fees and expenses of the Unrelated Accounting Firm shall be borne (i) by the Surviving Corporation if (x) the difference between the Final Closing Date Net Debt Balance”Working Capital and Parent’s calculation of the Closing Date Net Working Capital delivered in connection with the Objection Notice pursuant to this Section 1.09 (b) is greater than (y) the difference between the Final Closing Date Net Working Capital and the Adjusted Closing Date Net Working Capital, (ii) by JUSI if the difference in clause (i)(x) is less than the difference in clause (i)(y) and (iii) an itemized schedule setting forth all Excluded Liabilities (including an itemized schedule of Company Transaction Expenses) as of the Effective Time based on the Closing Balance Sheet (the “Final Closing Excluded Liabilities”). The Closing Balance Sheet shall be derived from the accounting books and records of the Company and its Subsidiaries and prepared in conformity with GAAP and, to the extent consistent with GAAP, on the basis of the same accounting principles and practices used otherwise equally by the Company in preparing the Most Recent Balance SheetSurviving Corporation and JUSI. (b) Upon delivery of the Closing Date Financial Statements, the Company shall provide the HSW Stockholders’ Representative and its accountants, consultants, attorneys and advisors or other representatives with reasonable access during normal business hours to the properties, Business Records and employees of the Company and its Subsidiaries, as well as the papers prepared by the Company, its Subsidiaries or its accountants, in each case to the extent that they relate to the matters addressed in this Section 2.12. The HSW Stockholders’ Representative shall provide Discovery with a reasonably detailed written notice of any disagreement with Discovery’s determination of the Final Net Debt Balance and Final Closing Excluded Liabilities within 30 days after its receipt of the Closing Date Financial Statements. If no notice of disagreement is received by Discovery on or prior to the close of business on the last day of such 30-day period, the calculation of the Final Net Debt Balance and Final Closing Excluded Liabilities shall be deemed accepted by the HSW Stockholders’ Representative. If any such notice of disagreement is timely provided, Discovery and the HSW Stockholders’ Representative shall use their commercially reasonable efforts for a period of 30 days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the calculation of the Final Net Debt Balance and Final Closing Excluded Liabilities. If, at the end of such period, they are unable to resolve such disagreement(s), then an independent accounting firm of recognized national standing as may be mutually selected by Discovery and the HSW Stockholders’ Representative (the “Accountant”) shall resolve any remaining disagreements. If Discovery and the HSW Stockholders’ Representative are unable to agree on the Accountant, then Discovery and the HSW Stockholders’ Representative shall each have the right to request the American Arbitration Association to appoint the Accountant, which shall not have had a material relationship with Discovery, the Company, a Former Company Stockholder who held 5% or more of the capital stock of the Company, or the HSW Stockholders’ Representative subsequent to December 31, 2006. The Accountant shall review those items remaining in dispute as promptly as practicable, but in any event within thirty (30) days of the date on which such dispute is referred to the Accountant, based solely on written submissions to the Accountant by the HSW Stockholders’ Representative and Discovery and not on any independent review of the Closing Balance Sheet, and shall determine whether and to what extent (if any) the Final Net Debt Balance and Final Closing Excluded Liabilities require adjustment; provided, that the scope of the dispute to be resolved by the Accountant shall be limited to whether the Closing Balance Sheet was prepared in accordance with GAAP and, to the extent consistent with GAAP, on the basis of the same accounting principles and practices used by the Company in preparing the Most Recent Balance Sheet, and whether there were mathematical errors in the Closing Date calculations, and the Accountant shall not make any other determination. In reaching its determination, the only alternatives available to the Accountant will be to (i) accept the position of Discovery, (ii) accept the position of the HSW Stockholders’ Representative or (iii) accept a position between those two positions. The determination of the Accountant shall be set forth in a written statement delivered to the HSW Stockholders’ Representative and Discovery and shall be final, conclusive and binding on the parties. The fees and expenses relating to the work performed by the Accountant shall be borne pro rata by Discovery on one hand and by the Company Stockholders and Optionholders on the other hand in inverse proportion to the allocation made by the Accountant of the dollar amount of the unresolved items, in the aggregate, between Discovery and the HSW Stockholders’ Representative, such that the party with whom the Accountant agrees more closely pays a lesser proportion of the fees and expenses; provided that, the Former Company Stockholders and Optionholders will bear only 63.27% of the fees and expenses of the Accountant allocable to the Company Stockholders (with the remaining 36.73% of such fees and expenses being borne by the Former Convex Stockholders and the Convex Optionholders pursuant to the Convex Merger Agreement), which amount shall be paid from the HSW Stockholders’ Representative Escrow Fund. (c) If the Final Net Debt Balance is more than the Target Closing Net Debt Balance and the positive number represented by such excess (the “Final Net Debt Excess Amount”) is greater than the Estimated Net Debt Excess Amount, if any, then the Closing Aggregate Merger Consideration will be decreased on a dollar-for-dollar basis by 63.27% of the difference between (x) such Final Net Debt Excess Amount and (y) the Estimated Net Debt Excess Amount (or if there was no Estimated Net Debt Excess Amount, zero) and Discovery will receive payment in accordance with Section 2.12(e). If the Final Net Debt Balance is more than the Target Closing Net Debt Balance, but the Final Net Debt Excess Amount is less than the Estimated Net Debt Excess Amount, then the Closing Aggregate Merger Consideration will be supplemented on a dollar-for-dollar basis by 63.27% of the difference between: (x) the Estimated Net Debt Excess Amount and (y) such Final Net Debt Excess Amount, and the HSW Stockholders’ Representative will receive, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e). If the Final Net Debt Balance is equal to the Target Closing Net Debt Balance, and the Estimated Net Debt Excess Amount was greater than zero, then the Closing Aggregate Merger Consideration will be supplemented on a dollar-for-dollar basis by an amount equal to 63.27% of the Estimated Net Debt Excess Amount, and the HSW Stockholders’ Representative will receive, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e). (d) If Final Closing Excluded Liabilities are more than Estimated Excluded Liabilities, then the Closing Aggregate Merger Consideration will be decreased on a dollar-for-dollar basis by 63.27% of the amount of such excess, and Discovery will receive payment in accordance with Section 2.12(e). If Final Closing Excluded Liabilities are less than Estimated Excluded Liabilities, then the Closing Aggregate Merger Consideration will be supplemented on a dollar-for-dollar basis by 63.27% of the amount of such deficiency, and the HSW Stockholders’ Representative will receive, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e). (e) The amount of the payments required to be made pursuant to Section 2.12(c) and (d) will be netted together as one amount (such net payment amount, the “Merger Consideration Adjustment Amount”). Any payment of the Merger Consideration Adjustment Amount required to be made by the Former Company Stockholders and Optionholders to Discovery shall be made by the Former Company Stockholders and Optionholders from the HSW Escrow Fund in accordance with the terms of the Escrow Agreement to the extent there are amounts available. Any payment of the Merger Consideration Adjustment Amount required to be made by Discovery to the Former Company Stockholders and Optionholders shall be made by Discovery to the HSW Stockholders’ Representative, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, by wire transfer of immediately available funds to the accounts previously designated in writing by the HSW Stockholders’ Representative and the Company to Discovery; provided, that any amounts payable in respect of Unvested Company Options that are not then vested will be paid by Discovery in accordance with Section 2.11(k). (f) In addition to the foregoing, to the extent that amounts owed by the Former Convex Stockholders and Convex Optionholders pursuant to Section 2.12(e) of the Convex Merger Agreement cannot be paid because there are no funds available in the Convex Escrow Fund, such amounts will be paid by the Former Company Stockholders and Optionholders from the HSW Escrow Fund, to the extent funds are available in the HSW Escrow Fund.

Adjustment of Merger Consideration. (a) Within 90 calendar As soon as practicable but in no event later than thirty (30) days after following the Closing Date, Discovery Parent, at its expense, shall cause to be prepared and delivered to the HSW Stockholders’ Representative (collectively, the “Closing Date Financial Statements”): (i) preparation of a consolidated final balance sheet of the Company and its Subsidiaries as of the Effective Time giving effect to the Disposition and the Merger (the “Closing Balance Sheet”), (ii) a calculation of Net Debt as of the Effective Time giving effect to the Merger (the “Final Net Debt Balance”) and (iii) an itemized schedule setting forth all Excluded Liabilities (including an itemized schedule of Company Transaction Expenses) as of the Effective Time based on the Closing Balance Sheet (the “Final Closing Excluded Liabilities”). The Closing Balance Sheet shall be derived from the accounting books and records of the Company and its Subsidiaries and prepared in conformity with GAAP and, to the extent consistent with GAAP, on the basis of the same accounting principles and practices used by the Company in preparing the Most Recent Balance Sheet. (b) Upon delivery of the Closing Date Financial Statements, the Company shall provide the HSW Stockholders’ Representative and its accountants, consultants, attorneys and advisors or other representatives with reasonable access during normal business hours to the properties, Business Records and employees of the Company and its SubsidiariesCompany, as well as the papers prepared by the Company, its Subsidiaries or its accountants, in each case to the extent that they relate to the matters addressed in this Section 2.12. The HSW Stockholders’ Representative shall provide Discovery with a reasonably detailed written notice of any disagreement with Discovery’s determination of the Final Net Debt Balance and Final Closing Excluded Liabilities within 30 days after its receipt of the Closing Date Financial Statements. If no notice of disagreement is received by Discovery on or prior to at the close of business on the last day Closing Date (the “Final Closing Date Balance Sheet”), prepared in accordance with GAAP and in accordance with the same principles and methods followed in preparing the Financial Statements referred to in Section 3.05 hereof, except that the Final Closing Date Balance Sheet shall be prepared on an accrual basis method of accounting. Parent shall share with the Shareholders’ Representative (as defined Section 10.01) such 30-day perioddetailed calculations and supporting documents as the Shareholders’ Representative shall reasonably request in connection with its review of any calculations made thereunder. The Shareholders’ Representative may submit to Parent, not later than ten (10) days from the calculation receipt of the Final Net Debt Closing Date Balance and Sheet from Parent, a list of any components of the Final Closing Excluded Liabilities Date Balance Sheet appearing thereon with which the Shareholders’ Representative disagrees, if any (a “Dispute Notice”). If the Shareholders’ Representative does not issue a Dispute Notice prior to such date, the Final Closing Date Balance Sheet, as supplied to the Shareholders’ Representative, shall be deemed to have been accepted and agreed to by the HSW StockholdersShareholders’ Representative on behalf of the Shareholders, and shall be final and binding on the parties to this Agreement. In the event of a Dispute Notice by the Shareholders’ Representative. If any such notice of disagreement is timely provided, Discovery Parent and the HSW StockholdersShareholders’ Representative shall use their commercially reasonable efforts for a period thereafter have twenty (20) days to discuss and reach resolution on any items of 30 days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the calculation dispute. Any items of dispute regarding the Final Net Debt Closing Date Balance and Final Closing Excluded Liabilities. If, at the end of such period, they Sheet which are unable not so resolved shall be submitted to resolve such disagreement(s), then an independent accounting firm of recognized national standing as may be mutually selected by Discovery and the HSW Stockholders’ Representative Deloitte (the “Arbitrating Accountant”) or another nationally recognized so called “big-four” firm of public accountants mutually acceptable to Parent and the Shareholders’ Representative, who shall resolve any remaining disagreementsserve as an arbitrator hereunder, the expenses of which shall be shared one-half by Parent and one-half by the Shareholders’ Representative, on behalf of the Shareholders. If Discovery Parent and the HSW StockholdersShareholders’ Representative are unable to agree on an Arbitrating Accountant pursuant to the Accountantforegoing, then Discovery each of (x) Parent and (y) the Shareholders’ Representative shall, within thirty (30) days after delivery of the Dispute Notice select a disinterested arbitrator with relevant experience of its choice, and the HSW Stockholders’ Representative two disinterested arbitrators so selected shall each have select, within ten (10) days of the right to request selection of such arbitrators, an Arbitrating Accountant. In connection with the American Arbitration Association to appoint the Accountant, which shall not have had a material relationship with Discoveryresolution of any dispute, the Companyarbitrator or arbitrators shall have access to all documents, a Former Company Stockholder who held 5% or more of the capital stock of the Companyrecords, or the HSW Stockholders’ Representative subsequent work papers, facilities and personnel necessary to December 31, 2006perform its function as arbitrator. The Accountant arbitrator or arbitrators so selected shall review those items remaining in dispute render a written decision as promptly as practicable, but in any no event within thirty later than twenty (3020) days after submission of the date on which such dispute is referred matter to the Arbitrating Accountant, based solely on written submissions to the Accountant by the HSW Stockholders’ Representative and Discovery and not on any independent review . The decision of the Closing Balance Sheetarbitrator shall be final and binding upon the parties, and shall determine whether and to what judgment may be entered on such decision in a court of competent jurisdiction. To the extent (if any) not otherwise provided herein, the Final Net Debt Balance and Final Closing Excluded Liabilities require adjustment; provided, that the scope commercial arbitration rules of the dispute to be resolved by American Arbitration Association as in effect at the Accountant time of any arbitration shall be limited to whether the Closing Balance Sheet was prepared govern such arbitration in accordance with GAAP and, to the extent consistent with GAAP, on the basis of the same accounting principles and practices used by the Company in preparing the Most Recent Balance Sheet, and whether there were mathematical errors in the Closing Date calculations, and the Accountant shall not make any other determination. In reaching its determination, the only alternatives available to the Accountant will be to (i) accept the position of Discovery, (ii) accept the position of the HSW Stockholders’ Representative or (iii) accept a position between those two positionsall respects. The determination of the Accountant such firm with respect to any and all disputes shall be set forth in a written statement delivered to the HSW Stockholders’ Representative and Discovery and shall be final, conclusive and binding on upon all parties. (b) If the parties. The fees and expenses relating to the work performed by the Accountant shall be borne pro rata by Discovery on one hand and by the Company Stockholders and Optionholders on the other hand in inverse proportion to the allocation made by the Accountant of the dollar amount of the unresolved itemsCash Consideration, in the aggregate, between Discovery and the HSW Stockholders’ Representative, such that the party with whom the Accountant agrees more closely pays a lesser proportion of the fees and expenses; provided that, the Former Company Stockholders and Optionholders will bear only 63.27% of the fees and expenses of the Accountant allocable to the Company Stockholders (with the remaining 36.73% of such fees and expenses being borne by the Former Convex Stockholders and the Convex Optionholders as finally determined pursuant to the Convex Merger Agreement)Final Closing Date Balance Sheet, which amount exceeds the Cash Consideration determined pursuant to the Estimated Closing Date Balance Sheet delivered to Parent prior to Closing, Parent shall pay the difference in cash to the Shareholders, together with the Cash Holdback Amount, pro rata based on the number of shares of Company Common Stock held by each Shareholder immediately prior to the Closing, within ten (10) days after the Final Closing Date Balance Sheet is determined. If the Cash Consideration, as finally determined pursuant to the Final Closing Date Balance Sheet, is less than the Cash Consideration determined pursuant to the Estimated Closing Date Balance Sheet, Parent shall deduct the difference from the Cash Holdback Amount and pay the remaining balance, if any, of the Cash Holdback Amount to the Shareholders, pro rata based on the number of shares of Company Common Stock held by each Shareholder immediately prior to the Closing, within ten (10) days after the Final Closing Balance Sheet is determined. To the extent the Cash Holdback Amount is insufficient to satisfy such difference to be retained by Parent, the Shareholders shall be paid from jointly and severally liable to Parent for the HSW Stockholders’ Representative Escrow Fundamount such difference exceeds the Cash Holdback Amount. (c) If the Stock Consideration, as finally determined pursuant to the Final Net Debt Closing Date Balance Sheet, exceeds the Stock Consideration determined pursuant to the Estimated Closing Date Balance Sheet delivered to Parent prior to Closing, Parent shall pay the difference in Parent Common Stock to the Shareholders, together with the Stock Holdback Amount, pro rata based on the number of shares of Company Common Stock held by each Shareholder immediately prior to the Closing, within ten (10) days after the Final Closing Date Balance Sheet is more determined. If the Stock Consideration, as finally determined pursuant to the Final Closing Date Balance Sheet, is less than the Target Closing Net Debt Balance and the positive number represented by such excess (the “Final Net Debt Excess Amount”) is greater than Stock Consideration determined pursuant to the Estimated Net Debt Excess AmountClosing Date Balance Sheet, Parent shall deduct the difference from the Stock Holdback Amount and deliver the remaining balance, if any, then the Closing Aggregate Merger Consideration will be decreased on a dollar-for-dollar basis by 63.27% of the difference between Stock Holdback Amount to the Shareholders, pro rata based on the number of shares of Company Common Stock held by each Shareholder immediately prior to the Closing, within ten (x10) such Final Net Debt Excess Amount and (y) the Estimated Net Debt Excess Amount (or if there was no Estimated Net Debt Excess Amount, zero) and Discovery will receive payment in accordance with Section 2.12(e). If days after the Final Net Debt Closing Balance Sheet is more than determined. To the Target Closing Net Debt Balance, but extent the Final Net Debt Excess Stock Holdback Amount is less than the Estimated Net Debt Excess Amount, then the Closing Aggregate Merger Consideration will insufficient to satisfy such difference to be supplemented on a dollar-for-dollar basis retained by 63.27% of the difference between: (x) the Estimated Net Debt Excess Amount and (y) such Final Net Debt Excess Amount, and the HSW Stockholders’ Representative will receive, for payment to the Former Company Stockholders and payment to, or reservation forParent, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e). If the Final Net Debt Balance is equal Shareholders shall be jointly and severally liable to the Target Closing Net Debt Balance, and the Estimated Net Debt Excess Amount was greater than zero, then the Closing Aggregate Merger Consideration will be supplemented on a dollar-for-dollar basis by an amount equal to 63.27% of the Estimated Net Debt Excess Amount, and the HSW Stockholders’ Representative will receive, Parent for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e). (d) If Final Closing Excluded Liabilities are more than Estimated Excluded Liabilities, then the Closing Aggregate Merger Consideration will be decreased on a dollar-for-dollar basis by 63.27% of the amount of such excess, and Discovery will receive payment in accordance with Section 2.12(e). If Final Closing Excluded Liabilities are less than Estimated Excluded Liabilities, then difference exceeds the Closing Aggregate Merger Consideration will be supplemented on a dollar-for-dollar basis by 63.27% of the amount of such deficiency, and the HSW Stockholders’ Representative will receive, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e)Stock Holdback Amount. (e) The amount of the payments required to be made pursuant to Section 2.12(c) and (d) will be netted together as one amount (such net payment amount, the “Merger Consideration Adjustment Amount”). Any payment of the Merger Consideration Adjustment Amount required to be made by the Former Company Stockholders and Optionholders to Discovery shall be made by the Former Company Stockholders and Optionholders from the HSW Escrow Fund in accordance with the terms of the Escrow Agreement to the extent there are amounts available. Any payment of the Merger Consideration Adjustment Amount required to be made by Discovery to the Former Company Stockholders and Optionholders shall be made by Discovery to the HSW Stockholders’ Representative, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, by wire transfer of immediately available funds to the accounts previously designated in writing by the HSW Stockholders’ Representative and the Company to Discovery; provided, that any amounts payable in respect of Unvested Company Options that are not then vested will be paid by Discovery in accordance with Section 2.11(k). (f) In addition to the foregoing, to the extent that amounts owed by the Former Convex Stockholders and Convex Optionholders pursuant to Section 2.12(e) of the Convex Merger Agreement cannot be paid because there are no funds available in the Convex Escrow Fund, such amounts will be paid by the Former Company Stockholders and Optionholders from the HSW Escrow Fund, to the extent funds are available in the HSW Escrow Fund.

Adjustment of Merger Consideration. (a) Within 90 calendar 30 days after following the Closing Date, Discovery the Stockholders shall cause prepare and deliver to be prepared and delivered to the HSW Stockholders’ Representative (collectively, the “Closing Date Financial Statements”): Acquisition (i) a consolidated an unaudited balance sheet of the Company and its Subsidiaries dated as of the Effective Time giving effect to the Disposition and the Merger Closing Date (the “"Preliminary Closing Balance --------------------------- Sheet”), ") which shall be prepared in accordance with generally accepted ----- accounting principles consistently applied and which shall include the Net Book Value of the Company as of the Closing Date (the "Estimated Net Book ------------------ Value") and (ii) a calculation of Net Debt as of schedule (the Effective Time giving effect "Financial Schedule") setting forth any ----- ------------------ proposed adjustment to the Merger Consideration based upon the difference between the Net Book Value of the Company shown on the Interim Balance Sheet and the Estimated Net Book Value; provided, however, that accounts receivable may subsequently be valued in the manner described in Section ------- 2.7(c)(ii) hereof. ---------- (b) Graphic shall, at its expense, cause its certified public accountants, Kanes Benator & Company L.L.C., to conduct an audit of the Preliminary Closing Balance Sheet of the Company (the “Final Net Debt Balance”"Closing Audit"). The Closing ------------- Audit shall be completed within sixty (60) and (iii) an itemized schedule setting forth all Excluded Liabilities (including an itemized schedule of Company Transaction Expenses) as days after the receipt of the Effective Time based Preliminary Closing Balance Sheet. The audited closing balance sheet resulting from the Closing Audit (the "Closing Balance Sheet") shall be --------------------- prepared in accordance with generally accepted accounting principles consistently applied; provided, however, that if any portion of the liability of the Company for deferred compensation payable in part to Xxxxxx Xxxxxxxx pursuant to that certain agreement between the Company and Xxxxxx Xxxxxxxx dated __________, 1990 as set forth on the Interim Balance Sheet is extinguished by reason of the consummation of the Merger, Graphic agrees that the amount so extinguished shall be included as income for the Company on the Closing Balance Sheet Sheet, regardless of whether such inclusion is in accordance with GAAP. (c) Subject to Section 8.2 hereof, the “Final Closing Excluded Liabilities”). The Closing Balance Sheet Merger Consideration to be paid ----------- to the Stockholders for the Merger shall be derived from adjusted, dollar for dollar, as follows: (i) upward or downward, by the accounting books and records amount by which the Net Book Value of the Company and its Subsidiaries and prepared in conformity with GAAP and, to the extent consistent with GAAP, as shown on the basis Closing Balance Sheet, is more or less than (whichever is the case) the Net Book Value of the same accounting principles and practices used Company as shown on the Interim Balance Sheet; (ii) downward, by the face value of any accounts or notes receivable in favor of the Company in preparing which are A) shown on the Most Recent Closing Balance Sheet, B) in excess of any bad debt reserve provided for in the Closing Balance Sheet, and C) remain uncollected one hundred and twenty (120) days after the date of the Closing Balance Sheet; (iii) downward, by an amount equal to any loss, damage, cost or expense (including, but not limited to, reasonable attorney's fees and court costs) incurred by Graphic or Acquisition as a result of the breach of any representation, warranty or covenant of the Company or of the Stockholders contained herein, in the schedules attached hereto, in the Secretary's Certificate, in the Employment Agreement (in the case of Xxxxxxx X. Xxxxxxxx) or in the Escrow Agreement. (bd) Upon delivery The Stockholders holding a majority of the Closing Date Financial StatementsShares shall, the Company shall provide the HSW Stockholders’ Representative and its accountants, consultants, attorneys and advisors or other representatives with reasonable access during normal business hours to the properties, Business Records and employees of the Company and its Subsidiaries, as well as the papers prepared within 15 days following receipt by the Company, its Subsidiaries or its accountants, in each case to the extent that they relate to the matters addressed in this Section 2.12. The HSW Stockholders’ Representative shall provide Discovery with a reasonably detailed written notice of any disagreement with Discovery’s determination of the Final Net Debt Balance and Final Closing Excluded Liabilities within 30 days after its receipt of the Closing Date Financial Statements. If no notice of disagreement is received by Discovery on or prior to the close of business on the last day of such 30-day period, the calculation of the Final Net Debt Balance and Final Closing Excluded Liabilities shall be deemed accepted by the HSW Stockholders’ Representative. If any such notice of disagreement is timely provided, Discovery and the HSW Stockholders’ Representative shall use their commercially reasonable efforts for a period of 30 days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the calculation of the Final Net Debt Balance and Final Closing Excluded Liabilities. If, at the end of such period, they are unable to resolve such disagreement(s), then an independent accounting firm of recognized national standing as may be mutually selected by Discovery and the HSW Stockholders’ Representative (the “Accountant”) shall resolve any remaining disagreements. If Discovery and the HSW Stockholders’ Representative are unable to agree on the Accountant, then Discovery and the HSW Stockholders’ Representative shall each have the right to request the American Arbitration Association to appoint the Accountant, which shall not have had a material relationship with Discovery, the Company, a Former Company Stockholder who held 5% or more of the capital stock of the Company, or the HSW Stockholders’ Representative subsequent to December 31, 2006. The Accountant shall review those items remaining in dispute as promptly as practicable, but in any event within thirty (30) days of the date on which such dispute is referred to the Accountant, based solely on written submissions to the Accountant by the HSW Stockholders’ Representative and Discovery and not on any independent review Stockholders of the Closing Balance Sheet, and shall determine whether and to what extent (if any) accept or reject the Final Net Debt Balance and Final Closing Excluded Liabilities require adjustment; provided, that the scope calculation of the dispute Net Book Value reflected therein. If the Stockholders holding a majority of the Shares accept the calculation of Net Book Value, any payment due as a result of any adjustment to the Merger Consideration as set forth in Section 2.7(c) above shall be made as -------------- provided in Section 2.7(e) hereof. If the Stockholders holding a majority -------------- of the Shares disagree with such calculation of Net Book Value, they shall give written notice of such disagreement and the reason(s) therefore within such 15 day period. Should the Stockholders holding a majority of the Shares fail to notify Acquisition of a disagreement within such 15 day period, all of the Stockholders shall be deemed to agree with any adjustment to the Merger Consideration made in accordance with Section ------- 2.7(c) hereof. Any disagreement shall be resolved by arbitration, as set ------ forth in Section 8.5 hereof. ----------- (e) If the Accountant shall be limited to whether Net Book Value set forth in the Closing Balance Sheet was prepared in accordance with GAAP and, to exceeds the extent consistent with GAAP, on the basis of the same accounting principles and practices used by the Company in preparing the Most Recent Balance Sheet, and whether there were mathematical errors in the Closing Date calculations, and the Accountant shall not make any other determination. In reaching its determination, the only alternatives available to the Accountant will be to (i) accept the position of Discovery, (ii) accept the position of the HSW Stockholders’ Representative or (iii) accept a position between those two positions. The determination of the Accountant shall be amount set forth in a written statement delivered Section 2.7(c)(i) above, Acquisition shall ----------------- pay to the HSW Stockholders’ Representative and Discovery and shall be final, conclusive and binding on the parties. The fees and expenses relating to the work performed by the Accountant shall be borne pro rata by Discovery on one hand and by the Company Stockholders and Optionholders on the other hand in inverse proportion to the allocation made by the Accountant of the dollar amount of the unresolved items, additional consideration in the aggregate, between Discovery and the HSW Stockholders’ Representative, such that the party with whom the Accountant agrees more closely pays a lesser proportion form of the fees and expenses; provided that, the Former Company Stockholders and Optionholders will bear only 63.27% of the fees and expenses of the Accountant allocable to the Company Stockholders (with the remaining 36.73% of such fees and expenses being borne Graphic Common Stock determined by the Former Convex Stockholders and the Convex Optionholders pursuant to the Convex Merger Agreement), which amount shall be paid from the HSW Stockholders’ Representative Escrow Fund. (c) If the Final Net Debt Balance is more than the Target Closing Net Debt Balance and the positive number represented by such excess (the “Final Net Debt Excess Amount”) is greater than the Estimated Net Debt Excess Amount, if any, then the Closing Aggregate Merger Consideration will be decreased on a dollar-for-dollar basis by 63.27% of the difference between (x) such Final Net Debt Excess Amount and (y) the Estimated Net Debt Excess Amount (or if there was no Estimated Net Debt Excess Amount, zero) and Discovery will receive payment in accordance with Section 2.12(e). If the Final Net Debt Balance is more than the Target Closing Net Debt Balance, but the Final Net Debt Excess Amount is less than the Estimated Net Debt Excess Amount, then the Closing Aggregate Merger Consideration will be supplemented on a dollar-for-dollar basis by 63.27% of the difference between: (x) the Estimated Net Debt Excess Amount and (y) such Final Net Debt Excess Amount, and the HSW Stockholders’ Representative will receive, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e). If the Final Net Debt Balance is equal to the Target Closing Net Debt Balance, and the Estimated Net Debt Excess Amount was greater than zero, then the Closing Aggregate Merger Consideration will be supplemented on a dollar-for-dollar basis by an amount equal to 63.27% of the Estimated Net Debt Excess Amount, and the HSW Stockholders’ Representative will receive, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e). (d) If Final Closing Excluded Liabilities are more than Estimated Excluded Liabilities, then the Closing Aggregate Merger Consideration will be decreased on a dollar-for-dollar basis by 63.27% of the amount of such excess, and Discovery will receive payment in accordance with Section 2.12(e). If Final Closing Excluded Liabilities are less than Estimated Excluded Liabilities, then the Closing Aggregate Merger Consideration will be supplemented on a dollar-for-dollar basis by 63.27% of the amount of such deficiency, and the HSW Stockholders’ Representative will receive, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e). (e) The amount of the payments required to be made pursuant to Section 2.12(c) and (d) will be netted together as one amount (such net payment amount, the “Merger Consideration Adjustment Amount”). Any payment of the Merger Consideration Adjustment Amount required to be made by the Former Company Stockholders and Optionholders to Discovery shall be made by the Former Company Stockholders and Optionholders from the HSW Escrow Fund in accordance with the terms of the Escrow Agreement to the extent there are amounts available. Any payment of the Merger Consideration Adjustment Amount required to be made by Discovery to the Former Company Stockholders and Optionholders shall be made by Discovery to the HSW Stockholders’ Representative, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, by wire transfer of immediately available funds to the accounts previously designated in writing by the HSW Stockholders’ Representative and the Company to Discovery; provided, that any amounts payable in respect of Unvested Company Options that are not then vested will be paid by Discovery in accordance with Section 2.11(k). (f) In addition to the foregoing, to the extent that amounts owed by the Former Convex Stockholders and Convex Optionholders pursuant to Section 2.12(e) of the Convex Merger Agreement cannot be paid because there are no funds available in the Convex Escrow Fund, such amounts will be paid by the Former Company Stockholders and Optionholders from the HSW Escrow Fund, to the extent funds are available in the HSW Escrow Fund.dividing the

Adjustment of Merger Consideration. The Merger Consideration shall be adjusted downward on a dollar for dollar basis to the extent that shareholders' equity of the Target as reflected on the Closing Balance Sheet, reduced by the aggregate amount of consideration received by Target for exercise of options and warrants following the date of this Agreement, is less than $98,800. Such adjustment shall be made first from the Excess Deal Expenses (a) Within 90 calendar as defined in Section 2.6(b), and then by reducing the Merger Securities and the Cash Component in proportion to their respective percentages of the Merger Consideration, with each share of Acquiror Common Stock valued at the closing price of Acquiror Common Stock on NASDAQ on the date immediately preceding the Closing Date. As soon as practicable, but not later than five business days after prior to the Closing Date, Discovery the Target shall cause prepare and deliver to be prepared and delivered to Acquiror a good faith estimate of the HSW Stockholders’ Representative (collectively, the “Closing Date Financial Statements”): (i) a consolidated balance sheet of the Company and its Subsidiaries Target as of the Effective Time giving effect to the Disposition and the Merger Closing Date (the “"Closing Balance Sheet”"), (ii) together with a calculation of Net Debt as certificate of the Effective Time giving effect to the Merger (the “Final Net Debt Balance”) and (iii) an itemized schedule setting forth all Excluded Liabilities (including an itemized schedule President of Company Transaction Expenses) as of the Effective Time based on Target certifying that the Closing Balance Sheet (the “Final Closing Excluded Liabilities”)is true and correct in all material respects and has been prepared in accordance with GAAP. The Closing Balance Sheet shall be derived from the accounting books and records of the Company and its Subsidiaries and prepared in conformity with GAAP and, to the extent consistent accordance with GAAP, on the basis of the same accounting principles and practices used by the Company in preparing the Most Recent Balance Sheet. (b) Upon delivery of the Closing Date Financial Statements, the Company . Acquiror shall provide the HSW Stockholders’ Representative and its accountants, consultants, attorneys and advisors or other representatives with reasonable access during normal have three business hours to the properties, Business Records and employees of the Company and its Subsidiaries, as well as the papers prepared by the Company, its Subsidiaries or its accountants, in each case to the extent that they relate to the matters addressed in this Section 2.12. The HSW Stockholders’ Representative shall provide Discovery with a reasonably detailed written notice of any disagreement with Discovery’s determination of the Final Net Debt Balance and Final Closing Excluded Liabilities within 30 days after its from receipt of the Closing Date Financial StatementsBalance Sheet to deliver a written notice of disagreement ("Notice of Disagreement"). During such period, the Target shall make the books and accounting records of the Target (including work papers) and appropriate Target accounting personnel reasonably available to Acquiror. Any such Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. If no notice Notice of disagreement Disagreement is received by Discovery on or prior to the close of business on the last day of delivered within such 30-five day period, the calculation Closing Balance Sheet shall become final and binding upon Acquiror and the Target. Following delivery of a Notice of Disagreement, the parties shall attempt to resolve any differences which they may have with respect to any matter specified in the Notice of Disagreement. If prior to the scheduled Closing Date, the parties fail to reach a written agreement with respect to all such matters, then all such matters as specified in the Notice of Disagreement as to which such written agreement has not been reached (the "Disputed Matters") shall be submitted to and reviewed by an arbitrator (the "Arbitrator"), who shall be an audit partner of any of the Final Net Debt Balance "big five" accounting firms (other than KPMG Peat Marwick LLP or Arthxx Xxxexxxx XXX) selected by Acquiror's and Final Closing Excluded Liabilities Target's representatives at their respective independent accounting firms. The Arbitrator shall be deemed accepted by the HSW Stockholders’ Representative. If any such notice of disagreement is timely provided, Discovery and the HSW Stockholders’ Representative shall use their commercially reasonable efforts for a period of 30 days act promptly (or such longer period as they may mutually agreein no event to exceed 20 days) to resolve any disagreements all Disputed Matters and his or her decision with respect to the calculation of the Final Net Debt Balance all Disputed Matters shall be final and Final Closing Excluded Liabilities. If, at the end of such period, they are unable to resolve such disagreement(s), then an independent accounting firm of recognized national standing as may be mutually selected by Discovery binding upon Acquiror and the HSW Stockholders’ Representative (the “Accountant”) shall resolve any remaining disagreements. If Discovery and the HSW Stockholders’ Representative are unable to agree on the Accountant, then Discovery and the HSW Stockholders’ Representative shall each have the right to request the American Arbitration Association to appoint the Accountant, which shall not have had a material relationship with Discovery, the Company, a Former Company Stockholder who held 5% or more of the capital stock of the Company, or the HSW Stockholders’ Representative subsequent to December 31, 2006. The Accountant shall review those items remaining in dispute as promptly as practicable, but in any event within thirty (30) days of the date on which such dispute is referred to the Accountant, based solely on written submissions to the Accountant by the HSW Stockholders’ Representative and Discovery and not on any independent review of the Closing Balance Sheet, and shall determine whether and to what extent (if any) the Final Net Debt Balance and Final Closing Excluded Liabilities require adjustment; provided, that the scope of the dispute to be resolved by the Accountant shall be limited to whether the Closing Balance Sheet was prepared in accordance with GAAP and, to the extent consistent with GAAP, on the basis of the same accounting principles and practices used by the Company in preparing the Most Recent Balance Sheet, and whether there were mathematical errors in the Closing Date calculations, and the Accountant shall not make any other determination. In reaching its determination, the only alternatives available to the Accountant will be to (i) accept the position of Discovery, (ii) accept the position of the HSW Stockholders’ Representative or (iii) accept a position between those two positions. The determination of the Accountant shall be set forth in a written statement delivered to the HSW Stockholders’ Representative and Discovery and shall be final, conclusive and binding on the partiesTarget. The fees and expenses relating to of the work performed by Arbitrator incurred in resolving the Accountant Disputed Matters shall be borne pro rata equally by Discovery on one hand and by the Company Stockholders and Optionholders on the other hand in inverse proportion to the allocation made by the Accountant of the dollar amount of the unresolved items, in the aggregate, between Discovery Acquiror and the HSW Stockholders’ Representative, such that Target (with the party with whom the Accountant agrees more closely pays a lesser proportion of the fees and expenses; provided that, the Former Company Stockholders and Optionholders will bear only 63.27% Target's portion of the fees and expenses of the Accountant allocable being a further adjustment to the Company Stockholders Merger Consideration (with reducing the remaining 36.73% of such fees and expenses being borne by the Former Convex Stockholders Merger Securities and the Convex Optionholders pursuant Cash Component in proportion to the Convex Merger Agreement), which amount shall be paid from the HSW Stockholders’ Representative Escrow Fund. (c) If the Final Net Debt Balance is more than the Target Closing Net Debt Balance and the positive number represented by such excess (the “Final Net Debt Excess Amount”) is greater than the Estimated Net Debt Excess Amount, if any, then the Closing Aggregate Merger Consideration will be decreased on a dollar-for-dollar basis by 63.27% of the difference between (x) such Final Net Debt Excess Amount and (y) the Estimated Net Debt Excess Amount (or if there was no Estimated Net Debt Excess Amount, zero) and Discovery will receive payment in accordance with Section 2.12(e). If the Final Net Debt Balance is more than the Target Closing Net Debt Balance, but the Final Net Debt Excess Amount is less than the Estimated Net Debt Excess Amount, then the Closing Aggregate Merger Consideration will be supplemented on a dollar-for-dollar basis by 63.27% of the difference between: (x) the Estimated Net Debt Excess Amount and (y) such Final Net Debt Excess Amount, and the HSW Stockholders’ Representative will receive, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e). If the Final Net Debt Balance is equal to the Target Closing Net Debt Balance, and the Estimated Net Debt Excess Amount was greater than zero, then the Closing Aggregate Merger Consideration will be supplemented on a dollar-for-dollar basis by an amount equal to 63.27% of the Estimated Net Debt Excess Amount, and the HSW Stockholders’ Representative will receive, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e). (d) If Final Closing Excluded Liabilities are more than Estimated Excluded Liabilities, then the Closing Aggregate Merger Consideration will be decreased on a dollar-for-dollar basis by 63.27% of the amount of such excess, and Discovery will receive payment in accordance with Section 2.12(e). If Final Closing Excluded Liabilities are less than Estimated Excluded Liabilities, then the Closing Aggregate Merger Consideration will be supplemented on a dollar-for-dollar basis by 63.27% of the amount of such deficiency, and the HSW Stockholders’ Representative will receive, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e). (e) The amount of the payments required to be made pursuant to Section 2.12(c) and (d) will be netted together as one amount (such net payment amount, the “Merger Consideration Adjustment Amount”). Any payment respective percentages of the Merger Consideration Adjustment Amount required to Consideration, with each share of Acquiror Common Stock valued at the closing price of Acquiror Common Stock on NASDAQ on the date immediately preceding the Closing Date). The Closing Date shall be made postponed until all Disputed Matters have been resolved by the Former Company Stockholders and Optionholders to Discovery shall be made by the Former Company Stockholders and Optionholders from the HSW Escrow Fund in accordance with the terms of the Escrow Agreement to the extent there are amounts available. Any payment of the Merger Consideration Adjustment Amount required to be made by Discovery to the Former Company Stockholders and Optionholders shall be made by Discovery to the HSW Stockholders’ Representative, for payment to the Former Company Stockholders and payment to, Arbitrator or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, by wire transfer of immediately available funds to the accounts previously designated waived in writing by the HSW Stockholders’ Representative and the Company to Discovery; provided, that any amounts payable in respect of Unvested Company Options that are not then vested will be paid by Discovery in accordance with Section 2.11(k)parties. (f) In addition to the foregoing, to the extent that amounts owed by the Former Convex Stockholders and Convex Optionholders pursuant to Section 2.12(e) of the Convex Merger Agreement cannot be paid because there are no funds available in the Convex Escrow Fund, such amounts will be paid by the Former Company Stockholders and Optionholders from the HSW Escrow Fund, to the extent funds are available in the HSW Escrow Fund.

Adjustment of Merger Consideration. (a) Within 90 calendar As soon as practicable but in no event later than thirty (30) days after following the Closing Date, Discovery Parent, at its expense, shall cause to be prepared and delivered to the HSW Stockholders’ Representative (collectively, the “Closing Date Financial Statements”): (i) preparation of a consolidated final balance sheet of the Company and its Subsidiaries as of the Effective Time giving effect to the Disposition and the Merger (the “Closing Balance Sheet”), (ii) a calculation of Net Debt as of the Effective Time giving effect to the Merger (the “Final Net Debt Balance”) and (iii) an itemized schedule setting forth all Excluded Liabilities (including an itemized schedule of Company Transaction Expenses) as of the Effective Time based on the Closing Balance Sheet (the “Final Closing Excluded Liabilities”). The Closing Balance Sheet shall be derived from the accounting books and records of the Company and its Subsidiaries and prepared in conformity with GAAP and, to the extent consistent with GAAP, on the basis of the same accounting principles and practices used by the Company in preparing the Most Recent Balance Sheet. (b) Upon delivery of the Closing Date Financial Statements, the Company shall provide the HSW Stockholders’ Representative and its accountants, consultants, attorneys and advisors or other representatives with reasonable access during normal business hours to the properties, Business Records and employees of the Company and its SubsidiariesCompany, as well as the papers prepared by the Company, its Subsidiaries or its accountants, in each case to the extent that they relate to the matters addressed in this Section 2.12. The HSW Stockholders’ Representative shall provide Discovery with a reasonably detailed written notice of any disagreement with Discovery’s determination of the Final Net Debt Balance and Final Closing Excluded Liabilities within 30 days after its receipt of the Closing Date Financial Statements. If no notice of disagreement is received by Discovery on or prior to at the close of business on the last day of Closing Date (the “Final Closing Date Balance Sheet”), prepared in accordance with GAAP and in accordance with the same principles and methods followed in preparing the Financial Statements referred to in Section 3.05 hereof. Parent shall share with the Stockholder Representative (as defined Section 10.01) such 30-day perioddetailed calculations and supporting documents as the Stockholder Representative shall reasonably request in connection with its review thereof. The Stockholder Representative may submit to Parent, not later than fifteen (15) days from the calculation receipt of the Final Net Debt Closing Date Balance and Sheet from Parent, a list of any components of the Final Closing Excluded Liabilities Date Balance Sheet with which the Stockholder Representative disagrees, if any (a “Dispute Notice”). If the Stockholder Representative does not issue a Dispute Notice prior to such date, the Final Closing Date Balance Sheet, as supplied to the Stockholder Representative, shall be deemed to have been accepted and agreed to by the HSW Stockholder Representative on behalf of the Stockholders’ , and shall be final and binding on the parties to this Agreement and all Stockholders. In the event of a Dispute Notice by the Stockholder Representative. If any such notice of disagreement is timely provided, Discovery Parent and the HSW Stockholders’ Stockholder Representative shall use their commercially reasonable efforts thereafter for a period of 30 up to twenty (20) days (or such longer period as they may mutually agree) negotiate in good faith to resolve any disagreements with respect to the calculation items of dispute. Any items of dispute regarding the Final Net Debt Closing Date Balance and Final Closing Excluded Liabilities. If, at the end of such period, they Sheet which are unable not so resolved shall be submitted to resolve such disagreement(s), then an independent accounting firm of recognized national standing as may be mutually selected by Discovery and the HSW Stockholders’ Representative Deloitte (the “Arbitrating Accountant”) or another nationally recognized firm of public accountants mutually acceptable to Parent and the Stockholder Representative, who shall resolve any remaining disagreementsserve as an arbitrator hereunder, the expenses of which shall be shared one-half by Parent and one-half by the Stockholder Representative, on behalf of the Stockholders, unless otherwise determined by the Arbitrating Accountant. If Discovery Parent and the HSW Stockholders’ Stockholder Representative are unable to agree on an Arbitrating Accountant pursuant to the Accountantforegoing, then Discovery each of (x) Parent and (y) the Stockholder Representative shall, within ten (10) days after delivery of the Dispute Notice select a disinterested arbitrator with relevant experience, and the HSW Stockholders’ Representative two disinterested arbitrators so selected shall each have select, within ten (10) days of the right to request selection of such arbitrators, an Arbitrating Accountant. In connection with the American Arbitration Association to appoint the Accountant, which shall not have had a material relationship with Discoveryresolution of any dispute, the CompanyArbitrating Accountant shall have access to all documents, a Former Company Stockholder who held 5% or more of the capital stock of the Companyrecords, or the HSW Stockholders’ Representative subsequent work papers, facilities and personnel necessary to December 31, 2006perform its function as arbitrator. The Arbitrating Accountant so selected shall review those items remaining in dispute render a written decision as promptly as practicable, but in any no event within later than thirty (30) days after submission of the date on which such dispute is referred matter to the Arbitrating Accountant, based solely on written submissions to the Accountant by the HSW Stockholders’ Representative and Discovery and not on any independent review . The decision of the Closing Balance Sheet, and shall determine whether and to what extent (if any) the Final Net Debt Balance and Final Closing Excluded Liabilities require adjustment; provided, that the scope of the dispute to be resolved by the Arbitrating Accountant shall be limited to whether final and binding upon the Closing Balance Sheet was prepared parties and the Stockholders, and judgment may be entered on such decision in accordance with GAAP and, to a court of competent jurisdiction. To the extent consistent with GAAPnot otherwise provided herein, on the basis commercial arbitration rules of the same accounting principles and practices used by American Arbitration Association as in effect at the Company time of any arbitration shall govern such arbitration in preparing the Most Recent Balance Sheet, and whether there were mathematical errors in the Closing Date calculations, and the Accountant shall not make any other determination. In reaching its determination, the only alternatives available to the Accountant will be to (i) accept the position of Discovery, (ii) accept the position of the HSW Stockholders’ Representative or (iii) accept a position between those two positionsall respects. The determination of the Arbitrating Accountant with respect to any and all disputes with respect to the Final Closing Date Balance Sheet shall be conclusive and binding upon all parties. (b) If the Merger Consideration Adjustment, as finally determined based upon the Final Closing Date Balance Sheet (determined pursuant to the procedures set forth in a written statement delivered Section 2.04(a)), exceeds the Merger Consideration Adjustment determined based upon the Estimated Closing Date Balance Sheet (such excess, if any, referred to herein as the HSW Stockholders’ Representative and Discovery and shall be final“Additional Merger Consideration Adjustment”), conclusive and binding on then Parent shall, within ten (10) days after the parties. The fees and expenses relating to Final Closing Date Balance Sheet is determined: (i) deduct the work performed by the Accountant shall be borne pro rata by Discovery on one hand and by the Company Stockholders and Optionholders on the other hand in inverse proportion to the allocation made by the Accountant of the dollar amount of the unresolved itemsAdditional Merger Consideration Adjustment (the “Cash Reduction Amount”) from the Cash Holdback Amount and pay the remaining balance, in the aggregateif any, between Discovery and the HSW Stockholders’ Representative, such that the party with whom the Accountant agrees more closely pays a lesser proportion of the fees and expenses; provided that, the Former Company Stockholders and Optionholders will bear only 63.27% of the fees and expenses of the Accountant allocable Cash Holdback Amount to the Company Series B Preferred Stockholders, pro rata based on the number of shares of Company Series B Preferred Stock held by each Stockholder immediately prior to the Closing; (ii) issue to the Company Series B Preferred Stockholders the number of shares of Parent Common Stock (with the “Cash Replacement Shares”) equal to the Cash Reduction Amount divided by the Parent Stock Price Per Share, pro rata based on the number of shares of Company Series B Preferred Stock held by each Company Series B Preferred Stockholder immediately prior to the Closing; (iii) deduct the number of shares of Parent Common Stock from the Stock Holdback Amount equal to the number of Cash Replacement Shares and deliver the remaining 36.73% balance, if any, of the Stock Holdback Amount to the Company Series A Preferred Stockholders, pro rata based on the number of shares of Company Series A Preferred Stock held by each Company Series A Preferred Stockholder immediately prior to the Closing; and (iv) to the extent the Additional Merger Consideration Adjustment is greater than the Cash Holdback Amount, claim such fees and expenses being borne by the Former Convex Stockholders and the Convex Optionholders additional amount pursuant to the Convex Merger ARTICLE IX of this Agreement), which amount shall be paid from the HSW Stockholders’ Representative Escrow Fund. (c) If the Merger Consideration Adjustment, as finally determined based upon the Final Net Debt Closing Date Balance Sheet (determined pursuant to the procedures set forth in Section 2.04(a)), is more less than the Target Closing Net Debt Balance and the positive number represented by such excess (the “Final Net Debt Excess Amount”) is greater than Merger Consideration Adjustment determined based upon the Estimated Net Debt Excess AmountClosing Date Balance Sheet (such reduction, if any, referred to herein as the “Reduced Merger Consideration Adjustment”), then Parent shall, within ten (10) days after the Final Closing Date Balance Sheet is determined: (i) pay the Cash Holdback Amount to the Company Series B Preferred Stockholders, pro rata based on the number of shares of Company Series B Preferred Stock held by each Stockholder immediately prior to the Closing; (ii) deliver the Stock Holdback Amount to the Company Series A Preferred Stockholders, pro rata based on the number of shares of Company Series A Preferred Stock held by each Stockholder immediately prior to the Closing; and (iii) pay the Reduced Merger Consideration Adjustment to the Company Series A Preferred Stockholders, pro rata based on the number of shares of Company Series A Preferred Stock held by each Stockholder immediately prior to the Closing. (d) In the event the Surviving Corporation’s liability for all past-due payroll tax obligations of the Company relating to periods prior to the Closing Aggregate Merger Consideration will be decreased on a dollar-for-dollar basis by 63.27% of the difference between (x) Date, including all costs associated with settling such Final Net Debt Excess Amount payroll tax obligations, including reasonable attorneys’ fees and (y) the Estimated Net Debt Excess Amount (or if there was no Estimated Net Debt Excess Amountdisbursements and reasonable accountants’ fees and disbursements, zero) and Discovery will receive payment in accordance with Section 2.12(e). If the Final Net Debt Balance is more than the Target Closing Net Debt Balance, but the Final Net Debt Excess Amount is less than the Estimated Net Debt Excess AmountPayroll Tax Obligation, then promptly upon the Closing Aggregate Merger Consideration will be supplemented settlement of such liability, Parent shall pay to the Company Series A Preferred Stockholders, pro rata based on a dollar-for-dollar basis the number of shares of Company Series A Preferred Stock held by 63.27% of each Stockholder immediately prior to the difference between: (x) Closing, the amount by which the Estimated Net Debt Excess Amount and (y) Payroll Tax Obligation exceeded the Surviving Corporation’s liability for all such Final Net Debt Excess Amount, and the HSW Stockholders’ Representative will receive, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e). If the Final Net Debt Balance is equal to the Target Closing Net Debt Balance, and the Estimated Net Debt Excess Amount was greater than zero, then the Closing Aggregate Merger Consideration will be supplemented on a dollarpast-for-dollar basis by an amount equal to 63.27% of the Estimated Net Debt Excess Amount, and the HSW Stockholders’ Representative will receive, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e)due payroll tax obligations. (d) If Final Closing Excluded Liabilities are more than Estimated Excluded Liabilities, then the Closing Aggregate Merger Consideration will be decreased on a dollar-for-dollar basis by 63.27% of the amount of such excess, and Discovery will receive payment in accordance with Section 2.12(e). If Final Closing Excluded Liabilities are less than Estimated Excluded Liabilities, then the Closing Aggregate Merger Consideration will be supplemented on a dollar-for-dollar basis by 63.27% of the amount of such deficiency, and the HSW Stockholders’ Representative will receive, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e). (e) The amount of the payments required to be made pursuant to Section 2.12(c) and (d) will be netted together as one amount (such net payment amount, the “Merger Consideration Adjustment Amount”). Any payment of the Merger Consideration Adjustment Amount required to be made by the Former Company Stockholders and Optionholders to Discovery shall be made by the Former Company Stockholders and Optionholders from the HSW Escrow Fund in accordance with the terms of the Escrow Agreement to the extent there are amounts available. Any payment of the Merger Consideration Adjustment Amount required to be made by Discovery to the Former Company Stockholders and Optionholders shall be made by Discovery to the HSW Stockholders’ Representative, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, by wire transfer of immediately available funds to the accounts previously designated in writing by the HSW Stockholders’ Representative and the Company to Discovery; provided, that any amounts payable in respect of Unvested Company Options that are not then vested will be paid by Discovery in accordance with Section 2.11(k). (f) In addition to the foregoing, to the extent that amounts owed by the Former Convex Stockholders and Convex Optionholders pursuant to Section 2.12(e) of the Convex Merger Agreement cannot be paid because there are no funds available in the Convex Escrow Fund, such amounts will be paid by the Former Company Stockholders and Optionholders from the HSW Escrow Fund, to the extent funds are available in the HSW Escrow Fund.

Adjustment of Merger Consideration. (a) Within 90 calendar days after The Merger Consideration will be adjusted upward or downward, on a dollar for dollar basis, to the extent that the Company's shareholder equity as of the Closing Date as finally determined in accordance with generally accepted accounting principles ("GAAP"), applied on a consistent basis, except ---- as otherwise set forth in Sections 2.04(c) and 13.01(c) ("Shareholder Equity") ------------------- is greater than or less than Twenty Million Dollars ($20,000,000). The Shareholder Equity shall be determined as follows: (i) For purposes of determining the amount of the Merger Consideration to be paid on the Closing Date, Discovery shall cause the Shareholder Equity will be determined in the same manner as it is to be prepared and delivered to determined in preparing the HSW Stockholders’ Representative Audited Closing Balance Sheet (collectivelyas defined below), except that it shall be based upon the “Closing Date Financial Statements”): (i) a consolidated unaudited balance sheet of the Company as of September 30, 2001 (the "Estimated Closing Balance Sheet"). The Company shall deliver the Estimated Closing Balance Sheet to Parent and its Subsidiaries Acquisition Subsidiary not later than three (3) business days prior to the Closing. (ii) In order to conclusively determine the Shareholder Equity as of the Effective Time giving effect to Closing Date, Parent, with the Disposition and cooperation of the Merger Holders, will cause a balance sheet of the Company as of the Closing Date (the “"Closing Balance Sheet”), (ii") a calculation of Net Debt to be prepared as of the Effective Time giving effect to the Merger (the “Final Net Debt Balance”) and (iii) an itemized schedule setting forth all Excluded Liabilities (including an itemized schedule of Company Transaction Expenses) ----------------------- promptly as of the Effective Time based on practicable following the Closing Date and Parent will engage Deloitte & Touche LLP ("D&T") to audit the Closing --- Balance Sheet (as audited, the “Final "Audited Closing Excluded Liabilities”Balance Sheet"). ----------------------------- The Audited Closing Balance Sheet shall be derived from prepared based upon the accounting Company's books and records of the Company and its Subsidiaries and prepared in conformity with GAAP and, to the extent consistent accordance with GAAP, applied on the basis of the same accounting principles a consistent basis, except as otherwise set forth in Sections 2.04(c) and practices used by the Company in preparing the Most Recent Balance Sheet. (b) Upon delivery of the Closing Date Financial Statements, the Company shall provide the HSW Stockholders’ Representative and its accountants, consultants, attorneys and advisors or other representatives with reasonable access during normal business hours to the properties, Business Records and employees of the Company and its Subsidiaries, as well as the papers prepared by the Company, its Subsidiaries or its accountants, in each case to the extent that they relate to the matters addressed in this Section 2.1213.01(c). The HSW Stockholders’ Representative shall provide Discovery with a reasonably detailed written notice of any disagreement with Discovery’s determination of parties will use their reasonable best efforts to cause D&T to complete and deliver the Final Net Debt Audited Closing Balance Sheet to Parent and Final Closing Excluded Liabilities the Holder Representatives within 30 sixty (60) days after its D&T's receipt of the Closing Date Financial StatementsBalance Sheet. If no notice of disagreement is received by Discovery on or prior to the close of business The parties shall cooperate with D&T in connection with such audit, and shall provide D&T with all books, records and other papers necessary for such purpose. (iii) The Audited Closing Balance Sheet shall be final and binding on the last day of such 30-day periodparties, the calculation of the Final Net Debt Balance and Final Closing Excluded Liabilities shall be deemed accepted by the HSW Stockholders’ Representative. If any such notice of disagreement is timely provided, Discovery and the HSW Stockholders’ Representative shall use their commercially reasonable efforts for a period of 30 days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the calculation of the Final Net Debt Balance and Final Closing Excluded Liabilities. If, at the end of such period, they are unable to resolve such disagreement(s), then an independent accounting firm of recognized national standing as may be mutually selected by Discovery and the HSW Stockholders’ Representative (the “Accountant”) shall resolve any remaining disagreements. If Discovery and the HSW Stockholders’ Representative are unable to agree on the Accountant, then Discovery and the HSW Stockholders’ Representative shall each have the right to request the American Arbitration Association to appoint the Accountant, which shall not have had a material relationship with Discovery, the Company, a Former Company Stockholder who held 5% or more of the capital stock of the Company, or the HSW Stockholders’ Representative subsequent to December 31, 2006. The Accountant shall review those items remaining in dispute as promptly as practicable, but in any event unless within thirty (30) days after receipt thereof the Holder Representatives shall give Parent a notice of objection (an "Objection Notice"). The Objection ----------------- Notice shall specify each item the date on which such dispute is referred Holders object to in the Accountant, based solely on written submissions to the Accountant by the HSW Stockholders’ Representative and Discovery and not on any independent review of the Audited Closing Balance Sheet, together with a calculation of each disputed amount, and shall determine whether include all supporting calculations and to what extent (if any) data used in that determination. Any item in the Final Net Debt Balance and Final Closing Excluded Liabilities require adjustment; provided, that the scope of the dispute to be resolved by the Accountant shall be limited to whether the Audited Closing Balance Sheet was prepared in accordance with GAAP and, that is not objected to the extent consistent with GAAP, on the basis of the same accounting principles and practices used by the Company in preparing the Most Recent Balance Sheet, and whether there were mathematical errors in the Closing Date calculations, and the Accountant shall not make any other determination. In reaching its determination, the only alternatives available to the Accountant will be to (i) accept the position of Discovery, (ii) accept the position of the HSW Stockholders’ Representative or (iii) accept a position between those two positions. The determination of the Accountant Objection Notice shall be set forth in a written statement delivered to the HSW Stockholders’ Representative and Discovery deemed agreed and shall be final, conclusive final and binding on the parties. (iv) In the event an Objection Notice is given, Parent and the Holder Representatives, together with D&T and the Company's auditors, Ernst & Young LLP ("E&Y"), shall meet in an effort to --- resolve any objection and arrive at a final determination. If Parent and the Holder Representatives are unable to arrive at a final determination within ten (10) days after an Objection Notice is given, the matter shall be submitted for final determination to a firm of independent certified public accountants upon which the Holder Representatives and Parent mutually agree (the "Independent Firm"). The Independent Firm ----------------- shall make a final determination in writing as to all matters in dispute within thirty (30) days after its appointment; and such determination shall be final and binding on the parties; provided that notwithstanding the Independent Firm's -------- determination of the Shareholder Equity, for purposes hereof the Shareholder Equity shall be neither less than the amount specified in the Audited Closing Balance Sheet nor greater than the amount specified in the Objection Notice. (v) Parent shall pay any fees owing to D&T in connection with this Section, and expenses relating the Holders shall pay any fees owing to E&Y in connection with this Section. Any fees owing to the work performed by the Accountant Independent Firm in connection with this Section shall be borne pro rata by Discovery on one hand and by the Company Stockholders and Optionholders on the other hand paid in inverse direct proportion to the allocation made amounts of the disputed items that are lost by the Accountant of the dollar amount of the unresolved items, in the aggregate, between Discovery and the HSW Stockholders’ Representative, such that the party with whom the Accountant agrees more closely pays a lesser proportion of the fees and expenses; provided that, the Former Company Stockholders and Optionholders will bear only 63.27% of the fees and expenses of the Accountant allocable to the Company Stockholders (with the remaining 36.73% of such fees and expenses being borne by the Former Convex Stockholders and the Convex Optionholders pursuant to the Convex Merger Agreement), which amount shall be paid from the HSW Stockholders’ Representative Escrow Fund. (c) If the Final Net Debt Balance is more than the Target Closing Net Debt Balance and the positive number represented by such excess (the “Final Net Debt Excess Amount”) is greater than the Estimated Net Debt Excess Amount, if any, then the Closing Aggregate Merger Consideration will be decreased on a dollar-for-dollar basis by 63.27% of the difference between (x) such Final Net Debt Excess Amount and (y) the Estimated Net Debt Excess Amount (Holders or if there was no Estimated Net Debt Excess Amount, zero) and Discovery will receive payment in accordance with Section 2.12(e). If the Final Net Debt Balance is more than the Target Closing Net Debt Balance, but the Final Net Debt Excess Amount is less than the Estimated Net Debt Excess Amount, then the Closing Aggregate Merger Consideration will be supplemented on a dollar-for-dollar basis by 63.27% of the difference between: (x) the Estimated Net Debt Excess Amount and (y) such Final Net Debt Excess Amount, and the HSW Stockholders’ Representative will receive, for payment to the Former Company Stockholders and payment to, or reservation for, the OptionholdersParent, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e). If the Final Net Debt Balance is equal to the Target Closing Net Debt Balance, and the Estimated Net Debt Excess Amount was greater than zero, then the Closing Aggregate Merger Consideration will be supplemented on a dollar-for-dollar basis by an amount equal to 63.27% of the Estimated Net Debt Excess Amount, and the HSW Stockholders’ Representative will receive, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e). (d) If Final Closing Excluded Liabilities are more than Estimated Excluded Liabilities, then the Closing Aggregate Merger Consideration will be decreased on a dollar-for-dollar basis by 63.27% of the amount of such excess, and Discovery will receive payment in accordance with Section 2.12(e). If Final Closing Excluded Liabilities are less than Estimated Excluded Liabilities, then the Closing Aggregate Merger Consideration will be supplemented on a dollar-for-dollar basis by 63.27% of the amount of such deficiency, and the HSW Stockholders’ Representative will receive, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e). (e) The amount of the payments required to be made pursuant to Section 2.12(c) and (d) will be netted together as one amount (such net payment amount, the “Merger Consideration Adjustment Amount”). Any payment of the Merger Consideration Adjustment Amount required to be made by the Former Company Stockholders and Optionholders to Discovery shall be made by the Former Company Stockholders and Optionholders from the HSW Escrow Fund in accordance with the terms of the Escrow Agreement to the extent there are amounts available. Any payment of the Merger Consideration Adjustment Amount required to be made by Discovery to the Former Company Stockholders and Optionholders shall be made by Discovery to the HSW Stockholders’ Representative, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, by wire transfer of immediately available funds to the accounts previously designated in writing by the HSW Stockholders’ Representative and the Company to Discovery; provided, that any amounts payable in respect of Unvested Company Options that are not then vested will be paid by Discovery in accordance with Section 2.11(k). (f) In addition to the foregoing, to the extent that amounts owed by the Former Convex Stockholders and Convex Optionholders pursuant to Section 2.12(e) of the Convex Merger Agreement cannot be paid because there are no funds available in the Convex Escrow Fund, such amounts will be paid by the Former Company Stockholders and Optionholders from the HSW Escrow Fund, to the extent funds are available in the HSW Escrow Fund.

Adjustment of Merger Consideration. Subject to Section 9.04 hereof, (a) Within 90 calendar In the event that the Closing Date Working Capital is less than $26,379,000 (the "TARGET WORKING CAPITAL"), the Escrow Agent shall deliver to Buyer the amount of such shortfall from the Post-Closing Adjustment Escrow Amount, and if such shortfall exceeds the Post-Closing Adjustment Escrow Amount, the Shareholder Representative shall cause the Company Shareholders (other than the ESOP) to deliver to Buyer, within five (5) business days after the Closing Date, Discovery shall cause to be prepared and delivered to the HSW Stockholders’ Representative (collectively, the “Closing Date Financial Statements”): (i) a consolidated balance sheet later of the Company and its Subsidiaries as delivery of the Effective Time giving effect to the Disposition and the Merger (the “Closing Balance Sheet”), (ii) a calculation of Net Debt as of the Effective Time giving effect to the Merger (the “Final Net Debt Balance”) and (iii) an itemized schedule setting forth all Excluded Liabilities (including an itemized schedule of Company Transaction Expenses) as of the Effective Time based on the Closing Balance Sheet (or final resolution of any dispute regarding the “Final Closing Excluded Liabilities”)Date Working Capital as provided in Section 9.02 hereof, cash in an amount equal to the amount by which such shortfall exceeds the Post-Closing Adjustment Escrow Amount. The If such shortfall is less than the Post-Closing Balance Sheet Adjustment Escrow Amount, the Escrow Agent shall be derived from deliver to the accounting books and records Shareholder Representative, on behalf of the Company Shareholders other than the ESOP, and its Subsidiaries and prepared in conformity with GAAP and, to the extent consistent with GAAPESOP, on the basis amount of the same accounting principles Post-Closing Adjustment Escrow Amount remaining after it has delivered to Buyer the amount of such shortfall from the Post-Closing Adjustment Escrow Amount. Such remaining amount of the Post-Closing Adjustment Escrow Amount shall be apportioned between the Shareholder Representative and practices used the ESOP as follows: (i) to the Shareholder Representative, a percentage of such amount equal to the percentage of Company capital stock held by all Company Shareholders other than the Company in preparing ESOP at the Most Recent Balance SheetEffective Time (the "NON-ESOP SHAREHOLDERS PERCENTAGE") and (ii) to the ESOP, a percentage of such amount equal to 100% minus the Non-ESOP Shareholders Percentage (the "ESOP SHAREHOLDERS PERCENTAGE"). (b) Upon In the event that the Closing Date Working Capital is greater than the Target Working Capital, Buyer shall deliver to the Company Shareholders, within five (5) business days after the later of the delivery of the Closing Date Financial Statements, the Company shall provide the HSW Stockholders’ Representative and its accountants, consultants, attorneys and advisors Balance Sheet or other representatives with reasonable access during normal business hours to the properties, Business Records and employees of the Company and its Subsidiaries, as well as the papers prepared by the Company, its Subsidiaries or its accountants, in each case to the extent that they relate to the matters addressed in this Section 2.12. The HSW Stockholders’ Representative shall provide Discovery with a reasonably detailed written notice final resolution of any disagreement with Discovery’s determination of the Final Net Debt Balance and Final Closing Excluded Liabilities within 30 days after its receipt of dispute regarding the Closing Date Financial Statements. If no notice of disagreement is received by Discovery on or prior to the close of business on the last day of such 30-day periodWorking Capital as provided in Section 9.02 hereof, the calculation of the Final Net Debt Balance and Final Closing Excluded Liabilities shall be deemed accepted by the HSW Stockholders’ Representative. If any such notice of disagreement is timely provided, Discovery and the HSW Stockholders’ Representative shall use their commercially reasonable efforts for a period of 30 days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the calculation of the Final Net Debt Balance and Final Closing Excluded Liabilities. If, at the end of such period, they are unable to resolve such disagreement(s), then an independent accounting firm of recognized national standing as may be mutually selected by Discovery and the HSW Stockholders’ Representative (the “Accountant”) shall resolve any remaining disagreements. If Discovery and the HSW Stockholders’ Representative are unable to agree on the Accountant, then Discovery and the HSW Stockholders’ Representative shall each have the right to request the American Arbitration Association to appoint the Accountant, which shall not have had a material relationship with Discovery, the Company, a Former Company Stockholder who held 5% or more of the capital stock of the Company, or the HSW Stockholders’ Representative subsequent to December 31, 2006. The Accountant shall review those items remaining cash in dispute as promptly as practicable, but in any event within thirty (30) days of the date on which such dispute is referred to the Accountant, based solely on written submissions to the Accountant by the HSW Stockholders’ Representative and Discovery and not on any independent review of the Closing Balance Sheet, and shall determine whether and to what extent (if any) the Final Net Debt Balance and Final Closing Excluded Liabilities require adjustment; provided, that the scope of the dispute to be resolved by the Accountant shall be limited to whether the Closing Balance Sheet was prepared in accordance with GAAP and, to the extent consistent with GAAP, on the basis of the same accounting principles and practices used by the Company in preparing the Most Recent Balance Sheet, and whether there were mathematical errors in the Closing Date calculations, and the Accountant shall not make any other determination. In reaching its determination, the only alternatives available to the Accountant will be to (i) accept the position of Discovery, (ii) accept the position of the HSW Stockholders’ Representative or (iii) accept a position between those two positions. The determination of the Accountant shall be set forth in a written statement delivered to the HSW Stockholders’ Representative and Discovery and shall be final, conclusive and binding on the parties. The fees and expenses relating to the work performed by the Accountant shall be borne pro rata by Discovery on one hand and by the Company Stockholders and Optionholders on the other hand in inverse proportion to the allocation made by the Accountant of the dollar amount of the unresolved items, in the aggregate, between Discovery and the HSW Stockholders’ Representative, such that the party with whom the Accountant agrees more closely pays a lesser proportion of the fees and expenses; provided that, the Former Company Stockholders and Optionholders will bear only 63.27% of the fees and expenses of the Accountant allocable to the Company Stockholders (with the remaining 36.73% of such fees and expenses being borne by the Former Convex Stockholders and the Convex Optionholders pursuant to the Convex Merger Agreement), which amount shall be paid from the HSW Stockholders’ Representative Escrow Fund. (c) If the Final Net Debt Balance is more than the Target Closing Net Debt Balance and the positive number represented by such excess (the “Final Net Debt Excess Amount”) is greater than the Estimated Net Debt Excess Amount, if any, then the Closing Aggregate Merger Consideration will be decreased on a dollar-for-dollar basis by 63.27% of the difference between (x) such Final Net Debt Excess Amount and (y) the Estimated Net Debt Excess Amount (or if there was no Estimated Net Debt Excess Amount, zero) and Discovery will receive payment in accordance with Section 2.12(e). If the Final Net Debt Balance is more than the Target Closing Net Debt Balance, but the Final Net Debt Excess Amount is less than the Estimated Net Debt Excess Amount, then the Closing Aggregate Merger Consideration will be supplemented on a dollar-for-dollar basis by 63.27% of the difference between: (x) the Estimated Net Debt Excess Amount and (y) such Final Net Debt Excess Amount, and the HSW Stockholders’ Representative will receive, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e). If the Final Net Debt Balance is equal to the Target Closing Net Debt Balance, and the Estimated Net Debt Excess Amount was greater than zero, then the Closing Aggregate Merger Consideration will be supplemented on a dollar-for-dollar basis by an amount equal to 63.27% the amount by which the Closing Date Working Capital exceeds the Target Working Capital and the Escrow Agent shall deliver to the Shareholder Representative, on behalf of the Estimated Net Debt Excess AmountCompany Shareholders, other than the ESOP the Non-ESOP Shareholders Percentage and the HSW Stockholders’ Representative will receive, for payment to the Former Company Stockholders and payment to, or reservation forESOP, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e). (d) If Final Closing Excluded Liabilities are more than Estimated Excluded Liabilities, then the Closing Aggregate Merger Consideration will be decreased on a dollar-for-dollar basis by 63.27% ESOP Shareholders Percentage of the amount of such excess, and Discovery will receive payment in accordance with Section 2.12(e). If Final Post-Closing Excluded Liabilities are less than Estimated Excluded Liabilities, then the Closing Aggregate Merger Consideration will be supplemented on a dollar-for-dollar basis by 63.27% of the amount of such deficiency, and the HSW Stockholders’ Representative will receive, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e)Adjustment Escrow Amount. (e) The amount of the payments required to be made pursuant to Section 2.12(c) and (d) will be netted together as one amount (such net payment amount, the “Merger Consideration Adjustment Amount”). Any payment of the Merger Consideration Adjustment Amount required to be made by the Former Company Stockholders and Optionholders to Discovery shall be made by the Former Company Stockholders and Optionholders from the HSW Escrow Fund in accordance with the terms of the Escrow Agreement to the extent there are amounts available. Any payment of the Merger Consideration Adjustment Amount required to be made by Discovery to the Former Company Stockholders and Optionholders shall be made by Discovery to the HSW Stockholders’ Representative, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, by wire transfer of immediately available funds to the accounts previously designated in writing by the HSW Stockholders’ Representative and the Company to Discovery; provided, that any amounts payable in respect of Unvested Company Options that are not then vested will be paid by Discovery in accordance with Section 2.11(k). (f) In addition to the foregoing, to the extent that amounts owed by the Former Convex Stockholders and Convex Optionholders pursuant to Section 2.12(e) of the Convex Merger Agreement cannot be paid because there are no funds available in the Convex Escrow Fund, such amounts will be paid by the Former Company Stockholders and Optionholders from the HSW Escrow Fund, to the extent funds are available in the HSW Escrow Fund.

Adjustment of Merger Consideration. (a) Within 90 calendar days after The Merger Consideration shall be calculated and paid promptly following the Closing Date, Discovery shall cause to be prepared and delivered without adjusting the Merger Consideration pursuant to the HSW Stockholders’ Representative (collectively, the “Closing Date Financial Statements”): (i) a consolidated balance sheet provisions of the Company and its Subsidiaries as of the Effective Time giving effect to the Disposition and the Merger (the “Closing Balance Sheet”), (ii) a calculation of Net Debt as of the Effective Time giving effect to the Merger (the “Final Net Debt Balance”) and (iii) an itemized schedule setting forth all Excluded Liabilities (including an itemized schedule of Company Transaction Expenses) as of the Effective Time based on the Closing Balance Sheet (the “Final Closing Excluded Liabilities”). The Closing Balance Sheet shall be derived from the accounting books and records of the Company and its Subsidiaries and prepared in conformity with GAAP and, to the extent consistent with GAAP, on the basis of the same accounting principles and practices used by the Company in preparing the Most Recent Balance Sheet. (b) Upon delivery of the Closing Date Financial Statements, the Company shall provide the HSW Stockholders’ Representative and its accountants, consultants, attorneys and advisors or other representatives with reasonable access during normal business hours to the properties, Business Records and employees of the Company and its Subsidiaries, as well as the papers prepared by the Company, its Subsidiaries or its accountants, in each case to the extent that they relate to the matters addressed in this Section 2.121.13. The HSW Stockholders’ Representative shall provide Discovery with a reasonably detailed written notice of any disagreement with Discovery’s determination of Thereafter, following the Final Net Debt Balance and Final Closing Excluded Liabilities within 30 days after its receipt of the Closing Date Financial Statements. If no notice of disagreement is received by Discovery on or prior to the close of business on the last day of such 30-day period, the calculation of the Final Net Debt Balance and Final Closing Excluded Liabilities shall be deemed accepted by the HSW Stockholders’ Representative. If any such notice of disagreement is timely provided, Discovery and the HSW Stockholders’ Representative shall use their commercially reasonable efforts for a period of 30 days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the calculation of the Final Net Debt Balance and Final Closing Excluded Liabilities. If, at the end of such period, they are unable to resolve such disagreement(s), then an independent accounting firm of recognized national standing as may be mutually selected by Discovery and the HSW Stockholders’ Representative (the “Accountant”) shall resolve any remaining disagreements. If Discovery and the HSW Stockholders’ Representative are unable to agree on the Accountant, then Discovery and the HSW Stockholders’ Representative shall each have the right to request the American Arbitration Association to appoint the Accountant, which shall not have had a material relationship with Discovery, the Company, a Former Company Stockholder who held 5% or more of the capital stock of the Company, or the HSW Stockholders’ Representative subsequent to December 31, 2006. The Accountant shall review those items remaining in dispute as promptly as practicable, but in any event within thirty (30) days of the date on which such dispute is referred to the Accountant, based solely on written submissions to the Accountant by the HSW Stockholders’ Representative and Discovery and not on any independent review preparation of the Closing Balance Sheet, and the Merger Consideration shall determine whether and be subject to what adjustment, as follows: (i) to the extent (if any) the Final Net Debt Balance and Final Closing Excluded Liabilities require adjustment; provided, that the scope of Closing Date Net Worth exceeds the dispute to Company Baseline Net Worth, the Merger Consideration will be resolved increased dollar for dollar by the Accountant amount by which the Closing Date Net Worth exceeds the Company Baseline Net Worth; or (ii) to the extent that the Closing Date Net Worth is less than the Company Baseline Net Worth, the Merger Consideration will be decreased dollar for dollar by the amount by which the Closing Date Net Worth is less than the Company Baseline Net Worth. Any increase in the Merger Consideration shall be limited paid to whether the Company Stockholders by Parent in the form of additional Stock Consideration within ten (10) days after delivery of the Closing Balance Sheet was prepared in accordance with GAAP and, to and the extent consistent with GAAP, on the basis determination of the same accounting principles and practices used by the Company in preparing the Most Recent Balance Sheet, and whether there were mathematical errors in the Closing Date calculationsNet Worth, and unless such Closing Balance Sheet and/or the Accountant shall not make any other determination. In reaching its determination, the only alternatives available to the Accountant will be to (i) accept the position of Discovery, (ii) accept the position of the HSW Stockholders’ Representative or (iii) accept a position between those two positions. The determination of the Accountant Closing Date Net Worth is subject to dispute hereunder. Any decrease in the Merger Consideration shall be set forth in a written statement delivered paid to the HSW Stockholders’ Representative and Discovery and shall be final, conclusive and binding on the parties. The fees and expenses relating to the work performed by the Accountant shall be borne pro rata by Discovery on one hand and Parent by the Company Stockholders and Optionholders on a pro rata basis based upon the other hand in inverse proportion number of shares of Company Common Stock held of record by each Company Stockholder immediately prior to the allocation made Effective Time in cash by the Accountant wire transfer or certified cashier’s check within ten (10) days after delivery of the dollar amount Closing Balance Sheet and the determination of the unresolved itemsClosing Date Net Worth, in unless such Closing Balance Sheet and/or the aggregate, between Discovery and the HSW Stockholders’ Representative, such that the party with whom the Accountant agrees more closely pays a lesser proportion determination of the fees and expenses; provided that, Closing Date Net Worth is subject to dispute hereunder. In the Former Company Stockholders and Optionholders will bear only 63.27% of the fees and expenses of the Accountant allocable to event that the Company Stockholders shall fail to make such payment in full within such ten (10) day period, or such longer period as is required to resolve a dispute as to the Closing Balance Sheet and/or the determination of the Closing Date Net Worth as hereinafter provided, the amount of any such deficiency shall constitute Damages with respect to which Parent shall have the right to seek indemnification from Xxxxx under Section 9.2(a) of this Agreement, and to assert a claim for payment of such amount in accordance with the remaining 36.73% provisions of such fees and expenses being borne by the Former Convex Stockholders and Escrow Agreement. (b) If the Convex Optionholders pursuant to the Convex Merger Agreement), which amount shall be paid from the HSW Stockholders’ Representative Escrow Funddisagrees with Parent’s preparation of the Closing Balance Sheet delivered pursuant to Section 1.12 and/or the determination of the Closing Date Net Worth, the Stockholders’ Representative may, within fifteen (15) days after receipt of the Closing Balance Sheet and the determination of the Closing Date Net Worth, deliver a notice to Parent disagreeing with such Closing Balance Sheet and/or the Closing Date Net Worth and setting forth the reason for the disagreement. Any such notice of disagreement will specify those items or amounts as to which the Stockholders’ Representative disagrees, and the Stockholders’ Representatives will be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and the determination of the Closing Date Net Worth. (c) If the Final Net Debt Balance a notice of disagreement is more than the Target Closing Net Debt Balance duly delivered pursuant to Section 1.13(b), Parent and the positive number represented by such excess (the “Final Net Debt Excess Amount”) is greater than the Estimated Net Debt Excess Amount, if any, then the Closing Aggregate Merger Consideration will be decreased on a dollar-for-dollar basis by 63.27% of the difference between (x) such Final Net Debt Excess Amount and (y) the Estimated Net Debt Excess Amount (or if there was no Estimated Net Debt Excess Amount, zero) and Discovery will receive payment in accordance with Section 2.12(e). If the Final Net Debt Balance is more than the Target Closing Net Debt Balance, but the Final Net Debt Excess Amount is less than the Estimated Net Debt Excess Amount, then the Closing Aggregate Merger Consideration will be supplemented on a dollar-for-dollar basis by 63.27% of the difference between: (x) the Estimated Net Debt Excess Amount and (y) such Final Net Debt Excess Amount, and the HSW Stockholders’ Representative will, during the fifteen (15) days following such delivery, use their best efforts to reach agreement on the disputed items or amounts in the Closing Balance Sheet and/or the determination of the Closing Date Net Worth. If, during such period, the parties are unable to reach such agreement, they will receive, for payment promptly thereafter cause independent accountants reasonably satisfactory to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e). If the Final Net Debt Balance is equal to the Target Closing Net Debt Balance, and the Estimated Net Debt Excess Amount was greater than zero, then the Closing Aggregate Merger Consideration will be supplemented on a dollar-for-dollar basis by an amount equal to 63.27% of the Estimated Net Debt Excess Amount, and the HSW Stockholders’ Representative will receive, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e). (d) If Final Closing Excluded Liabilities are more than Estimated Excluded Liabilities, then the Closing Aggregate Merger Consideration will be decreased on a dollar-for-dollar basis by 63.27% of the amount of such excess, and Discovery will receive payment in accordance with Section 2.12(e). If Final Closing Excluded Liabilities are less than Estimated Excluded Liabilities, then the Closing Aggregate Merger Consideration will be supplemented on a dollar-for-dollar basis by 63.27% of the amount of such deficiency, and the HSW Stockholders’ Representative will receive, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e). (e) The amount of the payments required to be made pursuant to Section 2.12(c) and (d) will be netted together as one amount (such net payment amount, the “Merger Consideration Adjustment Amount”). Any payment of the Merger Consideration Adjustment Amount required to be made by the Former Company Stockholders and Optionholders to Discovery shall be made by the Former Company Stockholders and Optionholders from the HSW Escrow Fund in accordance with the terms of the Escrow Agreement to the extent there are amounts available. Any payment of the Merger Consideration Adjustment Amount required to be made by Discovery to the Former Company Stockholders and Optionholders shall be made by Discovery to the HSW Stockholders’ Representative, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, by wire transfer of immediately available funds to the accounts previously designated in writing by the HSW Stockholders’ Representative and Parent, promptly to review the Company disagreement and resolve the dispute. In making such determination, such independent accountants will consider only those items or amounts in the Closing Balance Sheet and/or the determination of the Closing Date Net Worth as to Discovery; providedwhich the Stockholders’ Representative has disagreed. Such independent accountants will deliver to the Stockholders’ Representative and Parent, that any amounts payable in respect of Unvested Company Options that are not then vested as promptly as practicable, a report setting forth such determination. Such report will be paid by Discovery in accordance with Section 2.11(k). (f) In addition to final and binding upon the foregoing, to the extent that amounts owed parties hereto. The cost of such review and report will be borne equally by the Former Convex Stockholders and Convex Optionholders pursuant to Section 2.12(e) of the Convex Merger Agreement cannot be paid because there are no funds available in the Convex Escrow Fund, such amounts will be paid by the Former Company Stockholders and Optionholders from the HSW Escrow Fund, to the extent funds are available in the HSW Escrow FundParent.

Adjustment of Merger Consideration. (a) Within 90 calendar days after the Closing Date, Discovery shall cause to be prepared The Parties acknowledge and delivered to the HSW Stockholders’ Representative (collectively, the “Closing Date Financial Statements”): (i) a consolidated balance sheet of the Company and its Subsidiaries as of the Effective Time giving effect to the Disposition and agree that the Merger (the “Closing Balance Sheet”)Consideration has been calculated, (ii) a calculation of Net Debt as of the Effective Time giving effect to the Merger (the “Final Net Debt Balance”) and (iii) an itemized schedule setting forth all Excluded Liabilities (including an itemized schedule of Company Transaction Expenses) as of the Effective Time is being paid, based on the Closing understanding that the Company will have no Balance Sheet (Liabilities at the “Final Closing, other than the Permitted Liabilities, and will have no cash or cash equivalents at Closing Excluded Liabilities”)in excess of the total amounts advanced by Parent to the Company pursuant to the Letter of Intent. The Closing In the event any Balance Sheet shall Liabilities (other then Permitted * TEXT OMITTED AND FILED SEPARATELY. CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS 200.80(b)(4) 200.83 AND 240.24b-2 Liabilities) exist at the Closing, the Merger Consideration will be derived from reduced dollar for dollar by the accounting books and records amount of such Balance Sheet Liabilities. In the event that cash or cash equivalents in excess of the Company and its Subsidiaries and prepared in conformity with GAAP and, total amounts advanced by Parent to the extent consistent with GAAPCompany pursuant to the Letter of Intent exist at the Closing, the Merger Consideration will be increased dollar for dollar by the amount of such excess cash and cash equivalents. At the Closing, Parent will contribute cash to the Surviving Corporation in an amount sufficient to pay, and shall cause the Surviving Corporation to pay, each stockholder loan set forth on the basis of the same accounting principles Schedule 2.14 hereto and practices used all costs incurred by the Company in preparing connection with the Most Recent negotiation of this Agreement and consummation of the Transactions. If, within 12 months of the Closing, Parent discovers that any Balance SheetSheet Liabilities (other than Permitted Liabilities) existed as of the Closing and such Balance Sheet Liabilities are paid by the Surviving Corporation, then the Parent shall be entitled to receive out of the Escrow Shares, notwithstanding the limitations set forth in Section 8.5, that number of Escrow Shares with a value equal to such Balance Sheet Liabilities, but only to the extent such Balance Sheet Liabilities were not previously applied to reduce the Merger Consideration. For purposes of the foregoing sentence, the per share value of the Escrow Shares shall be $15.42. (b) Upon delivery Notwithstanding any other provision in this Agreement to the contrary, in the event that the tax opinion to be delivered to the Company pursuant to SECTION 6.2(G) cannot be rendered because the total number of Parent Common Shares into which the Company Shares would otherwise be converted represents too low a proportion of the Closing Date Financial Statementstotal Merger Consideration (as determined by counsel rendering such tax opinion), the number of Parent Common Shares into which each Company shall provide the HSW Stockholders’ Representative and its accountants, consultants, attorneys and advisors or other representatives with reasonable access during normal business hours to the properties, Business Records and employees of the Company and its Subsidiaries, as well as the papers prepared by the Company, its Subsidiaries or its accountants, in each case to the extent that they relate to the matters addressed in this Section 2.12. The HSW Stockholders’ Representative shall provide Discovery with a reasonably detailed written notice of any disagreement with Discovery’s determination of the Final Net Debt Balance and Final Closing Excluded Liabilities within 30 days after its receipt of the Closing Date Financial Statements. If no notice of disagreement is received by Discovery on or prior to the close of business on the last day of such 30-day period, the calculation of the Final Net Debt Balance and Final Closing Excluded Liabilities Share shall be deemed accepted by the HSW Stockholders’ Representative. If any such notice of disagreement is timely provided, Discovery converted (and the HSW Stockholders’ Representative shall use their commercially reasonable efforts for a period of 30 days (or such longer period as they may mutually agree) to resolve any disagreements Exchange Ratio with respect to the calculation of the Final Net Debt Balance and Final Closing Excluded Liabilities. Ifthereto) shall be proportionately increased, at the end of such period, they are unable to resolve such disagreement(s), then an independent accounting firm of recognized national standing as may be mutually selected by Discovery and the HSW Stockholders’ Representative (the “Accountant”) shall resolve any remaining disagreements. If Discovery and the HSW Stockholders’ Representative are unable to agree on the Accountant, then Discovery and the HSW Stockholders’ Representative shall Per Share Cash Amount into which each have the right to request the American Arbitration Association to appoint the Accountant, which shall not have had a material relationship with Discovery, the Company, a Former Company Stockholder who held 5% or more of the capital stock of the Company, or the HSW Stockholders’ Representative subsequent to December 31, 2006. The Accountant shall review those items remaining in dispute as promptly as practicable, but in any event within thirty (30) days of the date on which such dispute is referred to the Accountant, based solely on written submissions to the Accountant by the HSW Stockholders’ Representative and Discovery and not on any independent review of the Closing Balance Sheet, and shall determine whether and to what extent (if any) the Final Net Debt Balance and Final Closing Excluded Liabilities require adjustment; provided, that the scope of the dispute to be resolved by the Accountant Share shall be limited to whether the Closing Balance Sheet was prepared in accordance with GAAP andconverted shall be proportionately decreased, to the minimum extent consistent with GAAP, on the basis of the same accounting principles and practices used by the Company in preparing the Most Recent Balance Sheet, and whether there were mathematical errors in the Closing Date calculations, and the Accountant shall not make any other determination. In reaching its determination, the only alternatives available necessary to the Accountant will be to (i) accept the position of Discovery, (ii) accept the position of the HSW Stockholders’ Representative or (iii) accept a position between those two positions. The determination of the Accountant shall be set forth in a written statement delivered to the HSW Stockholders’ Representative and Discovery and shall be final, conclusive and binding on the parties. The fees and expenses relating to the work performed by the Accountant shall be borne pro rata by Discovery on one hand and by the Company Stockholders and Optionholders on the other hand in inverse proportion to the allocation made by the Accountant of the dollar amount of the unresolved items, in the aggregate, between Discovery and the HSW Stockholders’ Representative, enable such that the party with whom the Accountant agrees more closely pays a lesser proportion of the fees and expenses; provided that, the Former Company Stockholders and Optionholders will bear only 63.27% of the fees and expenses of the Accountant allocable to the Company Stockholders (with the remaining 36.73% of such fees and expenses being borne by the Former Convex Stockholders and the Convex Optionholders pursuant to the Convex Merger Agreement), which amount shall be paid from the HSW Stockholders’ Representative Escrow Fund. (c) If the Final Net Debt Balance is more than the Target Closing Net Debt Balance and the positive number represented by such excess (the “Final Net Debt Excess Amount”) is greater than the Estimated Net Debt Excess Amount, if any, then the Closing Aggregate Merger Consideration will be decreased on a dollar-for-dollar basis by 63.27% of the difference between (x) such Final Net Debt Excess Amount and (y) the Estimated Net Debt Excess Amount (or if there was no Estimated Net Debt Excess Amount, zero) and Discovery will receive payment in accordance with Section 2.12(e). If the Final Net Debt Balance is more than the Target Closing Net Debt Balance, but the Final Net Debt Excess Amount is less than the Estimated Net Debt Excess Amount, then the Closing Aggregate Merger Consideration will be supplemented on a dollar-for-dollar basis by 63.27% of the difference between: (x) the Estimated Net Debt Excess Amount and (y) such Final Net Debt Excess Amount, and the HSW Stockholders’ Representative will receive, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e). If the Final Net Debt Balance is equal to the Target Closing Net Debt Balance, and the Estimated Net Debt Excess Amount was greater than zero, then the Closing Aggregate Merger Consideration will be supplemented on a dollar-for-dollar basis by an amount equal to 63.27% of the Estimated Net Debt Excess Amount, and the HSW Stockholders’ Representative will receive, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e). (d) If Final Closing Excluded Liabilities are more than Estimated Excluded Liabilities, then the Closing Aggregate Merger Consideration will be decreased on a dollar-for-dollar basis by 63.27% of the amount of such excess, and Discovery will receive payment in accordance with Section 2.12(e). If Final Closing Excluded Liabilities are less than Estimated Excluded Liabilities, then the Closing Aggregate Merger Consideration will be supplemented on a dollar-for-dollar basis by 63.27% of the amount of such deficiency, and the HSW Stockholders’ Representative will receive, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e). (e) The amount of the payments required tax opinion to be made pursuant to Section 2.12(c) and (d) will be netted together as one amount (such net payment amount, the “Merger Consideration Adjustment Amount”). Any payment of the Merger Consideration Adjustment Amount required to be made by the Former Company Stockholders and Optionholders to Discovery shall be made by the Former Company Stockholders and Optionholders from the HSW Escrow Fund in accordance with the terms of the Escrow Agreement to the extent there are amounts available. Any payment of the Merger Consideration Adjustment Amount required to be made by Discovery to the Former Company Stockholders and Optionholders shall be made by Discovery to the HSW Stockholders’ Representative, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, by wire transfer of immediately available funds to the accounts previously designated in writing by the HSW Stockholders’ Representative and the Company to Discovery; provided, that any amounts payable in respect of Unvested Company Options that are not then vested will be paid by Discovery in accordance with Section 2.11(k)rendered. (f) In addition to the foregoing, to the extent that amounts owed by the Former Convex Stockholders and Convex Optionholders pursuant to Section 2.12(e) of the Convex Merger Agreement cannot be paid because there are no funds available in the Convex Escrow Fund, such amounts will be paid by the Former Company Stockholders and Optionholders from the HSW Escrow Fund, to the extent funds are available in the HSW Escrow Fund.

Adjustment of Merger Consideration. (a) Within 90 calendar Prior to the Closing, the Company shall deliver to Parent a preliminary balance sheet as of the Closing Date (the “Preliminary Closing Balance Sheet”). The Preliminary Closing Balance Sheet shall be prepared by the Company in a manner consistent with the manner in which the Unaudited Balance Sheet and the Audited Balance Sheets (each as defined in Section 4.1(e) below) were prepared. The Merger Consideration payable at the Effective Time shall be reduced by the amount, if any, that the Company’s net working capital (the “Preliminary Closing Net Working Capital”), calculated by subtracting the current liabilities shown on the Preliminary Closing Balance Sheet from the current assets shown on the Preliminary Closing Balance Sheet, is less than $68,438 (the “Closing Net Working Capital Shortfall”), and shall be increased by one-half of the amount, if any, that the Preliminary Closing Net Working Capital, is greater than $68,438 (the “Closing Net Working Capital Excess”), provided that in no event shall the Merger Consideration be increased by more than $20,000 as a result of any Closing Net Working Capital Excess. (b) In the event Parent disputes the Preliminary Closing Net Working Capital as calculated by the Company, then within thirty (30) days after the Closing Date, Discovery Parent shall cause to be prepared and delivered deliver written notice to the HSW Stockholders’ Shareholder Representative (collectively, the “Closing Date Financial Statements”): (i) a consolidated balance sheet of the Company and its Subsidiaries as of the Effective Time giving effect to the Disposition and the Merger (the “Closing Balance Sheet”), (ii) a calculation of Net Debt as of the Effective Time giving effect to the Merger (the “Final Net Debt BalanceDispute Notice”) that it believes that the Preliminary Closing Net Working Capital is not correct. If a Dispute Notice is delivered, Parent and (iii) an itemized schedule setting forth all Excluded Liabilities (including an itemized schedule of Company Transaction Expenses) as of the Effective Time based on the Shareholder Representative shall negotiate in good faith to agree upon a revised Closing Balance Sheet Net Working Capital (the “Final Closing Excluded LiabilitiesNet Working Capital”). The Closing Balance Sheet shall be derived from ) that is mutually acceptable to Parent and the accounting books and records of the Company and its Subsidiaries and prepared in conformity with GAAP and, to the extent consistent with GAAP, on the basis of the same accounting principles and practices used by the Company in preparing the Most Recent Balance Sheet. (b) Upon delivery of the Closing Date Financial Statements, the Company shall provide the HSW Stockholders’ Representative and its accountants, consultants, attorneys and advisors or other representatives with reasonable access during normal business hours to the properties, Business Records and employees of the Company and its Subsidiaries, as well as the papers prepared by the Company, its Subsidiaries or its accountants, in each case to the extent that they relate to the matters addressed in this Section 2.12. The HSW Stockholders’ Representative shall provide Discovery with a reasonably detailed written notice of any disagreement with Discovery’s determination of the Final Net Debt Balance and Final Closing Excluded Liabilities within 30 days after its receipt of the Closing Date Financial Statements. If no notice of disagreement is received by Discovery on or prior to the close of business on the last day of such 30-day period, the calculation of the Final Net Debt Balance and Final Closing Excluded Liabilities shall be deemed accepted by the HSW Stockholders’ Shareholder Representative. If any such notice of disagreement is timely provided, Discovery Parent and the HSW Stockholders’ Representative shall use their commercially reasonable efforts for a period of 30 days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the calculation of the Final Net Debt Balance and Final Closing Excluded Liabilities. If, at the end of such period, they are unable to resolve such disagreement(s), then an independent accounting firm of recognized national standing as may be mutually selected by Discovery and the HSW Stockholders’ Representative (the “Accountant”) shall resolve any remaining disagreements. If Discovery and the HSW Stockholders’ Shareholder Representative are unable to agree on the Accountant, then Discovery and the HSW Stockholders’ Representative shall each have the right to request the American Arbitration Association to appoint the Accountant, which shall not have had a material relationship with Discovery, the Company, a Former Company Stockholder who held 5% or more of the capital stock of the Company, or the HSW Stockholders’ Representative subsequent to December 31, 2006. The Accountant shall review those items remaining in dispute as promptly as practicable, but in any event Final Closing Net Working Capital within thirty (30) days after the date of the date on which such dispute is referred Dispute Notice, then both Parent and the Shareholder Representative agree to the Accountant, based solely on written submissions to the Accountant by the HSW Stockholders’ Representative and Discovery and not on any independent review of the Closing Balance Sheet, and shall determine whether and to what extent (if any) the Final Net Debt Balance and Final Closing Excluded Liabilities require adjustment; provided, that the scope of submit the dispute to be resolved by the Accountant arbitration conducted before a single arbitrator, who shall be limited to whether a licensed practicing accountant, mutually selected by Parent and the Closing Balance Sheet was prepared in accordance with GAAP andShareholder Representative. Within ten (10) Business Days after the appointment of the arbitrator, Parent and the Shareholder Representative shall each submit written claims to the extent consistent with GAAP, on the basis of the same accounting principles and practices used by the Company in preparing the Most Recent Balance Sheet, and whether there were mathematical errors in the Closing Date calculationsarbitrator, and the Accountant arbitrator shall not make any other determinationcommence a hearing within ten (10) Business Days thereafter to determine the Final Closing Net Working Capital. In reaching its determinationThe arbitrator shall notify Parent and the Shareholder Representative of his/her decision in writing, stating the only alternatives available to reasons for the Accountant will be to decision in reasonable detail, within ten (i10) accept the position of Discovery, (ii) accept the position Business Days of the HSW Stockholders’ Representative or (iii) accept a position between those two positions. The determination conclusion of the Accountant shall be set forth in a written statement delivered to the HSW Stockholders’ Representative and Discovery and shall be final, conclusive and binding on the partieshearing. The fees and expenses relating to the work performed by the Accountant shall be borne pro rata by Discovery on one hand and by the Company Stockholders and Optionholders on the other hand in inverse proportion to the allocation made by the Accountant of the dollar amount of the unresolved items, in the aggregate, between Discovery and the HSW Stockholders’ Representative, such that the party with whom the Accountant agrees more closely pays a lesser proportion of the fees and expenses; provided that, the Former Company Stockholders and Optionholders will bear only 63.27% of the fees and expenses of the Accountant allocable to the Company Stockholders (with the remaining 36.73% of such fees and expenses being borne by the Former Convex Stockholders and the Convex Optionholders Any arbitration conducted pursuant to the Convex Merger Agreement), which amount terms of this Agreement shall be paid from held in Boston, Massachusetts (or such other location in Massachusetts as mutually agreed by Parent and the HSW Stockholders’ Shareholder Representative) and governed by the commercial arbitration rules as then in effect of JAMS/Endispute. The arbitrator shall determine based on the facts of the arbitration how the costs of the arbitration are to be allocated among Parent and the holders of Shares and Company Options. Parent and the Shareholder Representative Escrow Fundagree to accept and be bound by the decision of the arbitrator, with no right of appeal. This agreement to arbitrate shall be enforceable under the Uniform Arbitration Act. In any action to compel arbitration under this section, the prevailing party shall be entitled to an award of its reasonable expenses, including attorneys fees. (c) If the Final Net Debt Balance is more than the Target Closing Net Debt Balance Working Capital is less than $68,438, then the aggregate Contingent Additional Per Share Merger Consideration shall be reduced by the difference between the Final Closing Net Working Capital and the positive number represented by such excess Preliminary Closing Net Working Capital (the “Final Closing Net Debt Excess AmountWorking Capital Shortfall”) is greater than the Estimated Net Debt Excess Amount, if any, then the Closing Aggregate Merger Consideration will be decreased on a dollar-for-dollar basis by 63.27% of the difference between (x) such Final Net Debt Excess Amount and (y) the Estimated Net Debt Excess Amount (or if there was no Estimated Net Debt Excess Amount, zero) and Discovery will receive payment in accordance with Section 2.12(e). If the Final Net Debt Balance is more than the Target Closing Net Debt Balance, but the Final Net Debt Excess Amount Working Capital is less greater than the Estimated Net Debt Excess Amount$68,438, then the Closing Aggregate aggregate Contingent Additional Per Share Merger Consideration will shall be supplemented on a dollarincreased by one-for-dollar basis by 63.27% half of the difference between: (x) between the Estimated Final Closing Net Debt Excess Amount and (y) such Final Net Debt Excess Amount, Working Capital and the HSW Stockholders’ Representative will receive, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e). If the Final Net Debt Balance is equal to the Target Preliminary Closing Net Debt Balance, and Working Capital (the Estimated Net Debt Excess Amount was greater than zero, then the Closing Aggregate Merger Consideration will be supplemented on a dollar-for-dollar basis by an amount equal to 63.27% of the Estimated Net Debt Excess Amount, and the HSW Stockholders’ Representative will receive, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e). (d) If “Final Closing Excluded Liabilities are more than Estimated Excluded Liabilities, then the Closing Aggregate Merger Consideration will be decreased on a dollar-for-dollar basis by 63.27% of the amount of such excess, and Discovery will receive payment in accordance with Section 2.12(e). If Final Closing Excluded Liabilities are less than Estimated Excluded Liabilities, then the Closing Aggregate Merger Consideration will be supplemented on a dollar-for-dollar basis by 63.27% of the amount of such deficiency, and the HSW Stockholders’ Representative will receive, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e). (e) The amount of the payments required to be made pursuant to Section 2.12(c) and (d) will be netted together as one amount (such net payment amount, the “Merger Consideration Adjustment AmountNet Working Capital Excess”). Any payment , up to a maximum of the Merger Consideration Adjustment Amount required to be made by the Former Company Stockholders and Optionholders to Discovery shall be made by the Former Company Stockholders and Optionholders from the HSW Escrow Fund in accordance with the terms of the Escrow Agreement to the extent there are amounts available. Any payment of the Merger Consideration Adjustment Amount required to be made by Discovery to the Former Company Stockholders and Optionholders shall be made by Discovery to the HSW Stockholders’ Representative, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, by wire transfer of immediately available funds to the accounts previously designated in writing by the HSW Stockholders’ Representative and the Company to Discovery; provided, that any amounts payable in respect of Unvested Company Options that are not then vested will be paid by Discovery in accordance with Section 2.11(k)$20,000. (f) In addition to the foregoing, to the extent that amounts owed by the Former Convex Stockholders and Convex Optionholders pursuant to Section 2.12(e) of the Convex Merger Agreement cannot be paid because there are no funds available in the Convex Escrow Fund, such amounts will be paid by the Former Company Stockholders and Optionholders from the HSW Escrow Fund, to the extent funds are available in the HSW Escrow Fund.

Adjustment of Merger Consideration. (a) Within 90 calendar thirty (30) days after following the Closing Date, Discovery Seller shall cause prepare and deliver to be prepared and delivered to the HSW Stockholders’ Representative (collectively, the “Closing Date Financial Statements”): Purchaser (i) a consolidated an unaudited balance sheet of the Company and its Subsidiaries as of the Effective Time giving effect to the Disposition and the Merger July 31, 1995 (the “"Effective Date") (the "Closing Balance -------------- --------------- Sheet”") determined in accordance with tax basis accounting principles ----- consistently applied, except that accounts receivable shall be subsequently valued in the manner described in Section 2.7(e) hereof (the "Estimated Net -------------- ------------- Book Value"), and (ii) a calculation of Net Debt as of schedule (the Effective Time giving effect "Schedule") setting forth any ---------- -------- proposed adjustment to the Merger (Consideration based upon the “Final difference between the Interim Transaction Value and the Estimated Net Debt Balance”) and (iii) an itemized schedule setting forth all Excluded Liabilities (including an itemized schedule of Company Transaction Expenses) as of the Effective Time based on the Closing Balance Sheet (the “Final Closing Excluded Liabilities”). The Closing Balance Sheet shall be derived from the accounting books and records of the Company and its Subsidiaries and prepared in conformity with GAAP and, to the extent consistent with GAAP, on the basis of the same accounting principles and practices used by the Company in preparing the Most Recent Balance SheetBook Value. (b) Upon delivery of Purchaser shall, within ninety (90) days following the Closing Date Financial Statements, the Company shall provide the HSW Stockholders’ Representative and its accountants, consultants, attorneys and advisors or other representatives with reasonable access during normal business hours to the properties, Business Records and employees of the Company and its Subsidiaries, as well as the papers prepared by the Company, its Subsidiaries or its accountants, in each case to the extent that they relate to the matters addressed in this Section 2.12. The HSW Stockholders’ Representative shall provide Discovery with a reasonably detailed written notice of any disagreement with Discovery’s determination of the Final Net Debt Balance and Final Closing Excluded Liabilities within 30 days after its receipt of the Closing Balance Sheet and Schedule, (i) audit the Closing Balance Sheet and Schedule and (ii) prepare and deliver to Seller an audited closing balance sheet (the "Audited Closing Balance Sheet") for the Company as of ----------------------------- the Effective Date Financial Statements. If no notice (the "Closing Net Book Value") and a schedule (the ---------------------- "Audited Schedule") setting forth any adjustment of disagreement is received by Discovery on the Merger ----------------- Consideration based upon the difference between the Interim Transaction Value and the Closing Net Book Value. (c) Seller shall, within fifteen (15) days following receipt of the Adjusted Closing Balance Sheet and the Audited Schedule, accept or prior to the close of business on the last day of such 30-day period, reject the calculation of the Final Merger Consideration reflected therein. If Seller accepts the calculation, payment of any difference between the Interim Transaction Value and the Closing Net Debt Balance Book Value shall be made as provided in Section 2.7(d) hereof. If Seller disagrees with such calculation, he -------------- shall give written notice of such disagreement and Final Closing Excluded Liabilities the reason therefore within such fifteen (15) day period. Should Seller fail to notify Purchaser of a disagreement within such fifteen (15) day period, Seller shall be deemed accepted by the HSW Stockholders’ Representative. If any such notice of disagreement is timely provided, Discovery and the HSW Stockholders’ Representative shall use their commercially reasonable efforts for a period of 30 days (or such longer period as they may mutually agree) to resolve any disagreements agree with respect to the calculation of Merger Consideration in the Final Audited Schedule. Any disagreement shall be resolved by arbitration, as set forth in Section 8.5 hereof. ----------- (d) If the Closing Net Debt Balance and Final Closing Excluded Liabilities. IfBook Value plus $5,593.11 together exceed the Interim Transaction Value, at Purchaser shall pay such difference to Seller in Graphic Common Stock valued in the end of such period, they are unable to resolve such disagreement(s), then an independent accounting firm of recognized national standing same manner as may be mutually selected by Discovery and the HSW Stockholders’ Representative (the “Accountant”) shall resolve any remaining disagreements. If Discovery and the HSW Stockholders’ Representative are unable to agree on the Accountant, then Discovery and the HSW Stockholders’ Representative shall each have the right to request the American Arbitration Association to appoint the Accountant, which shall not have had a material relationship with Discovery, the Company, a Former Company Stockholder who held 5% or more of the capital stock of the Company, or the HSW Stockholders’ Representative subsequent to December 31, 2006. The Accountant shall review those items remaining in dispute as promptly as practicable, but in any event Deliverable Consideration within thirty (30) days of the date on which parties' agreement upon the amount of such dispute is referred to difference. If the AccountantInterim Transaction Value exceeds the Closing Net Book Value plus $5,593.11 by an amount in excess of $25,000, based solely on written submissions to Seller shall pay Purchaser the Accountant by amount of such excess in Graphic Common Stock valued in the HSW Stockholders’ Representative and Discovery and not on any independent review same manner as the Deliverable Consideration within thirty (30) days of the parties' agreement upon the amount of such difference. (e) For purposes of the Closing Balance Sheet, the Adjusted Closing Balance Sheet, and the Closing Net Book Value, accounts receivable shall determine whether and to what extent consist only of (if anyi) the Final Net Debt Balance and Final Closing Excluded Liabilities require adjustment; provided, that the scope accounts receivable of the dispute Company existing on the Closing Date which are thereafter collected within ninety (90) days following the Closing Date, and (ii) such other accounts receivable of the Company existing on the Closing Date as Purchaser and Seller shall jointly determine to be resolved by the Accountant shall be limited appropriate to whether include as accounts receivable on the Closing Balance Sheet was prepared in accordance with GAAP and, to and the Adjusted Closing Balance Sheet. To the extent consistent with GAAP, accounts receivable of the Company existing on the basis of Closing Date are not included on the same accounting principles Closing Balance Sheet and practices used by the Company in preparing the Most Recent Adjusted Closing Balance Sheet, the Company shall transfer all of its right, title and whether there were mathematical errors interest in the Closing Date calculations, and the Accountant shall not make any other determination. In reaching its determination, the only alternatives available to such accounts receivable to the Accountant will be to (i) accept the position of Discovery, (ii) accept the position of the HSW Stockholders’ Representative or (iii) accept a position between those two positions. The determination of the Accountant shall be set forth in a written statement delivered to the HSW Stockholders’ Representative and Discovery and shall be final, conclusive and binding on the parties. The fees and expenses relating to the work performed by the Accountant shall be borne pro rata by Discovery on one hand and by the Company Stockholders and Optionholders on the other hand in inverse proportion to the allocation made by the Accountant of the dollar amount of the unresolved items, in the aggregate, between Discovery and the HSW Stockholders’ Representative, such that the party with whom the Accountant agrees more closely pays a lesser proportion of the fees and expenses; provided that, the Former Company Stockholders and Optionholders will bear only 63.27% of the fees and expenses of the Accountant allocable to the Company Stockholders (with the remaining 36.73% of such fees and expenses being borne by the Former Convex Stockholders and the Convex Optionholders pursuant to the Convex Merger Agreement), which amount shall be paid from the HSW Stockholders’ Representative Escrow FundSeller for collection. (c) If the Final Net Debt Balance is more than the Target Closing Net Debt Balance and the positive number represented by such excess (the “Final Net Debt Excess Amount”) is greater than the Estimated Net Debt Excess Amount, if any, then the Closing Aggregate Merger Consideration will be decreased on a dollar-for-dollar basis by 63.27% of the difference between (x) such Final Net Debt Excess Amount and (y) the Estimated Net Debt Excess Amount (or if there was no Estimated Net Debt Excess Amount, zero) and Discovery will receive payment in accordance with Section 2.12(e). If the Final Net Debt Balance is more than the Target Closing Net Debt Balance, but the Final Net Debt Excess Amount is less than the Estimated Net Debt Excess Amount, then the Closing Aggregate Merger Consideration will be supplemented on a dollar-for-dollar basis by 63.27% of the difference between: (x) the Estimated Net Debt Excess Amount and (y) such Final Net Debt Excess Amount, and the HSW Stockholders’ Representative will receive, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e). If the Final Net Debt Balance is equal to the Target Closing Net Debt Balance, and the Estimated Net Debt Excess Amount was greater than zero, then the Closing Aggregate Merger Consideration will be supplemented on a dollar-for-dollar basis by an amount equal to 63.27% of the Estimated Net Debt Excess Amount, and the HSW Stockholders’ Representative will receive, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e). (d) If Final Closing Excluded Liabilities are more than Estimated Excluded Liabilities, then the Closing Aggregate Merger Consideration will be decreased on a dollar-for-dollar basis by 63.27% of the amount of such excess, and Discovery will receive payment in accordance with Section 2.12(e). If Final Closing Excluded Liabilities are less than Estimated Excluded Liabilities, then the Closing Aggregate Merger Consideration will be supplemented on a dollar-for-dollar basis by 63.27% of the amount of such deficiency, and the HSW Stockholders’ Representative will receive, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e). (e) The amount of the payments required to be made pursuant to Section 2.12(c) and (d) will be netted together as one amount (such net payment amount, the “Merger Consideration Adjustment Amount”). Any payment of the Merger Consideration Adjustment Amount required to be made by the Former Company Stockholders and Optionholders to Discovery shall be made by the Former Company Stockholders and Optionholders from the HSW Escrow Fund in accordance with the terms of the Escrow Agreement to the extent there are amounts available. Any payment of the Merger Consideration Adjustment Amount required to be made by Discovery to the Former Company Stockholders and Optionholders shall be made by Discovery to the HSW Stockholders’ Representative, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, by wire transfer of immediately available funds to the accounts previously designated in writing by the HSW Stockholders’ Representative and the Company to Discovery; provided, that any amounts payable in respect of Unvested Company Options that are not then vested will be paid by Discovery in accordance with Section 2.11(k). (f) In addition to the foregoing, to the extent that amounts owed by the Former Convex Stockholders and Convex Optionholders pursuant to Section 2.12(e) of the Convex Merger Agreement cannot be paid because there are no funds available in the Convex Escrow Fund, such amounts will be paid by the Former Company Stockholders and Optionholders from the HSW Escrow Fund, to the extent funds are available in the HSW Escrow Fund.