Common use of Calculation of Net Cash Clause in Contracts

Calculation of Net Cash. (a) No later than the Determination Date, Zordich will deliver to the Company a schedule (the “Net Cash Schedule”) setting forth, in reasonable detail, Zordich’s good faith, estimated calculation of Net Cash (the “Net Cash Calculation” and the date of delivery of such schedule being the “Delivery Date”) as of the close of business on the last Business Day prior to the Anticipated Closing Date (the “Cash Determination Time”) prepared and certified by Zordich’s Chief Financial Officer. Zordich shall make available to the Company, as reasonably requested by the Company, the work papers and back-up materials used or useful in preparing the Net Cash Schedule and, if reasonably requested by the Company, Zordich’s accountants and counsel at reasonable times and upon reasonable notice. The Net Cash Calculation shall include Zordich’s determination, as of the Cash Determination Time, of the defined terms in Section 1.1(a) necessary to calculate the Exchange Ratio. (b) No later than the Determination Date, the Company will deliver to Zordich a schedule (the “Company Net Cash Schedule”) setting forth, in reasonable detail, the Company’s good faith, estimated calculation of Company Net Cash (the “Company Net Cash Calculation”) and the date of delivery of such schedule being the “Company Net Cash Delivery Date”) as of the close of business on the last Business Day prior to the Anticipated Closing Date (the “Company Cash Determination Time”) prepared and certified by the Company’s Chief Financial Officer. The Company shall make available to Zordich, as reasonably requested by Zordich, the work papers and back-up materials used or useful in preparing the Company Net Cash Schedule and, if reasonably requested by Zordich, the Company’s accountants and counsel at reasonable times and upon reasonable notice. (c) No later than three (3) days after the Delivery Date (the last day of such period, the “Response Date”), the Company shall have the right to dispute any part of the Net Cash Calculation by delivering a written notice to that effect to Zordich (a “Dispute Notice”). Any Dispute Notice shall identify in reasonable detail and to the extent known the nature and amounts of any proposed revisions to the Net Cash Calculation and will be accompanied by reasonably detailed materials supporting the basis for such revisions. (d) No later than three (3) days after the Company Net Cash Delivery Date (the last day of such period, the “Company Net Cash Response Date”), Zordich shall have the right to dispute any part of the Company Net Cash Calculation by delivering a written notice to that effect to the Company (a “Company Net Cash Dispute Notice”). Any Company Net Cash Dispute Notice shall identify in reasonable detail and to the extent known the nature and amounts of any proposed revisions to the Company Net Cash Calculation and will be accompanied by reasonably detailed materials supporting the basis for such revisions. (e) If, on or prior to the Response Date, the Company notifies Zordich in writing that it has no objections to the Net Cash Calculation or, if on the Response Date, the Company fails to deliver a Dispute Notice as provided in Section 2.8(c), then the Net Cash Calculation as set forth in the Net Cash Schedule shall be deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash at the Cash Determination Time for purposes of this Agreement. (f) If, on or prior to the Company Net Cash Response Date, Zordich notifies the Company in writing that it has no objections to the Company Net Cash Calculation or, if on the Company Net Cash Response Date, Zordich fails to deliver a Company Net Cash Dispute Notice as provided in Section 2.8(d), then the Company Net Cash Calculation as set forth in the Company Net Cash Schedule shall be deemed to have been finally determined for purposes of this Agreement and to represent the Company Net Cash at the Cash Determination Time for purposes of this Agreement. (g) If the Company delivers a Dispute Notice on or prior to the Response Date, then Representatives of Zordich and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of Net Cash, which agreed upon Net Cash amount shall be deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash at the Cash Determination Time for purposes of this Agreement. (h) If Zordich delivers a Company Net Cash Dispute Notice on or prior to the Company Net Cash Response Date, then Representatives of Zordich and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of Company Net Cash, which agreed upon Company Net Cash amount shall be deemed to have been finally determined for purposes of this Agreement and to represent the Company Net Cash at the Cash Determination Time for purposes of this Agreement. (i) If Representatives of Zordich and the Company are unable to negotiate an agreed-upon determination of Net Cash or Company Net Cash, as applicable, as of the Cash Determination Time pursuant to Section 2.8(g) or Section 2.8(h) within three days after delivery of the Dispute Notice (or such other period as Zordich and the Company may mutually agree upon), then any remaining disagreements as to the calculation of Net Cash or Company Net Cash, as applicable, shall be referred to an independent auditor of recognized national standing jointly selected by Zordich and the Company. If the parties are unable to select an independent auditor within five days, then either Zordich or the Company may thereafter request that the Boston, Massachusetts Office of the American Arbitration Association (“AAA”) make such selection (either the independent auditor jointly selected by both parties or such independent auditor selected by the AAA, the “Accounting Firm”). Zordich and the Company shall promptly deliver to the Accounting Firm the work papers and back-up materials used in preparing the Net Cash Schedule or Company Net Cash Schedule, as applicable, and the Dispute Notice and the Company Net Cash Dispute Notice, and Zordich and the Company shall use commercially reasonable efforts to cause the Accounting Firm to make its determination within 5 Business Days of accepting its selection. Zordich and the Company shall be afforded the opportunity to present to the Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Accounting Firm; provided, however, that no such presentation or discussion shall occur without the presence of a Representative of each of Zordich and the Company. The determination of the Accounting Firm shall be limited to the disagreements submitted to the Accounting Firm. The determination of the amount of Net Cash or Company Net Cash, as applicable, made by the Accounting Firm shall be made in writing delivered to each of Zordich and the Company, shall be final and binding on Zordich and the Company and shall (absent manifest error) be deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash or Company Net Cash, as applicable, at the Cash Determination Time for purposes of this Agreement. The Parties shall delay the Closing until the resolution of the matters described in this Section 2.8(i). The fees and expenses of the Accounting Firm shall be allocated between Zordich and the Company in the same proportion that the disputed amount of the Net Cash or Company Net Cash, as applicable, that was unsuccessfully disputed by such Party (as finally determined by the Accounting Firm) bears to the total disputed amount of the Net Cash or Company Net Cash amount. If this Section 2.8(i) applies as to the determination of the Net Cash or the Company Net Cash at the Cash Determination Time described in Section 2.8(a), upon resolution of the matter in accordance with this Section 2.8(i), the Parties shall not be required to determine Net Cash or Company Net Cash again even though the Closing Date may occur later than the Anticipated Closing Date, except that either Zordich and the Company may request a redetermination of Net Cash or Company Net Cash if the Closing Date is more than 30 days after the Anticipated Closing Date. (j) All determinations made pursuant to this Section 2.8 shall be null and void, and the Parties shall again comply with the provisions of this Section 2.8, ab initio, in the event that for any reason the Required Zordich Stockholder Vote is not obtained within thirty (30) days of the Determination Date.

Calculation of Net Cash. (a) No later than Section 5.18(a) of the Determination DateParent Disclosure Schedule sets forth Parent’s good faith estimate of Parent Net Cash and the components thereof, Zordich will deliver to calculated as if the Company a schedule Closing had occurred on June 30, 2020 (the “Example Parent Net Cash Calculation”). The Parties agree that Parent Net Cash, including for purposes of the Parent Net Cash Schedule”) setting forth, will be calculated based on the same assumptions and methodologies used in reasonable detail, Zordich’s good faith, estimated calculation of Net Cash (preparing the “Example Parent Net Cash Calculation” . (b) Not more than 10 and the date of delivery of such schedule being the “Delivery Date”) as of the close of business on the last Business Day not less than five days prior to the Anticipated Closing Date (Date, Parent shall deliver the “Parent Net Cash Determination Time”) prepared and certified by Zordich’s Chief Financial Officer. Zordich shall make available Schedule to the Company, as reasonably requested by . Upon the reasonable request of the Company, Parent shall make the work papers and back-up materials used or useful in preparing the Parent Net Cash Schedule and, if reasonably requested by available to the Company, Zordich’s accountants and counsel at reasonable times and upon reasonable notice. The Net Cash Calculation shall include Zordich’s determination, as of the Cash Determination Time, of the defined terms in Section 1.1(a) necessary to calculate the Exchange Ratio. (b) No later than the Determination Date, the Company will deliver to Zordich a schedule (the “Company Net Cash Schedule”) setting forth, in reasonable detail, the Company’s good faith, estimated calculation of Company Net Cash (the “Company Net Cash Calculation”) and the date of delivery of such schedule being the “Company Net Cash Delivery Date”) as of the close of business on the last Business Day prior to the Anticipated Closing Date (the “Company Cash Determination Time”) prepared and certified by the Company’s Chief Financial Officer. The Company shall make available to Zordich, as reasonably requested by Zordich, the work papers and back-up materials used or useful in preparing the Company Net Cash Schedule and, if reasonably requested by Zordich, the Company’s accountants and counsel at reasonable times and upon reasonable notice. (c) No later than Within three (3) days after Parent delivers the Delivery Date Parent Net Cash Schedule to the Company (the last day of such period, the “Parent Net Cash Response Date”), subject to the terms of this Agreement, the Company shall will have the right to dispute any part of the such Parent Net Cash Calculation Schedule by delivering a written notice to that effect to Zordich Parent (a “Company Dispute Notice”). Any Company Dispute Notice shall identify in reasonable detail and to the extent known the nature and amounts of any proposed revisions to the calculation of Parent Net Cash Calculation and will be accompanied by reasonably detailed materials supporting set forth in the basis for such revisions. (d) No later than three (3) days after the Company Parent Net Cash Delivery Date (the last day of such period, the “Company Net Cash Response Date”), Zordich shall have the right to dispute any part of the Company Net Cash Calculation by delivering a written notice to that effect to the Company (a “Company Net Cash Dispute Notice”)Schedule. Any Company Net Cash Dispute Notice shall identify in reasonable detail and to the extent known the nature and amounts of any proposed revisions to the Company Net Cash Calculation and will be accompanied by reasonably detailed materials supporting the basis for such revisions. (e) If, If on or prior to the Parent Net Cash Response Date, (i) the Company notifies Zordich Parent in writing that it has no objections to the Parent Net Cash Calculation or, if on the Response Date, Schedule or (ii) the Company fails to deliver a Company Dispute Notice as provided in Section 2.8(c)Notice, then the Parent Net Cash Calculation as set forth in the Parent Net Cash Schedule shall be deemed to have been finally determined for purposes of this Agreement and to represent the Parent Net Cash at the Cash Determination Time Anticipated Closing Date for purposes of this Agreement. (f) If, on or prior to the Company Net Cash Response Date, Zordich notifies the Company in writing that it has no objections to the Company Net Cash Calculation or, if on the Company Net Cash Response Date, Zordich fails to deliver a Company Net Cash Dispute Notice as provided in Section 2.8(d), then the Company Net Cash Calculation as set forth in the Company Net Cash Schedule shall be deemed to have been finally determined for purposes of this Agreement and to represent the Company Net Cash at the Cash Determination Time for purposes of this Agreement. (g) . If the Company delivers a Company Dispute Notice on or prior to the Parent Net Cash Response Date, then Representatives members of Zordich senior management of Parent and the Company shall promptly meet in person or telephonically at mutually agreed upon times and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of Parent Net Cash, which agreed upon Parent Net Cash amount shall be deemed to have been finally determined for purposes of this Agreement and to represent the Parent Net Cash at the Cash Determination Time Anticipated Closing Date for purposes of this Agreement. (h) . If Zordich delivers a Company Net Cash Dispute Notice on or prior to the Company Net Cash Response Date, then Representatives of Zordich and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of Company Net Cash, which agreed upon Company Net Cash amount shall be deemed to have been finally determined for purposes of this Agreement and to represent the Company Net Cash at the Cash Determination Time for purposes of this Agreement. (i) If Representatives of Zordich Parent and the Company are unable to negotiate an agreed-upon determination of Parent Net Cash or Company Net Cash, as applicable, as of the Cash Determination Time pursuant to Section 2.8(g) or Section 2.8(h) the preceding sentence within three (3) calendar days after delivery of the Company Dispute Notice (or such other period as Zordich Parent and the Company may mutually agree upon), then any remaining disagreements as to the calculation of Parent Net Cash or Company Net Cash, as applicable, shall be referred to an a mutually agreed upon independent auditor of recognized national standing jointly selected by Zordich and the Company. If the parties are unable to select an independent auditor within five days, then either Zordich or the Company may thereafter request that the Boston, Massachusetts Office of the American Arbitration Association accounting firm (“AAA”) make such selection (either the independent auditor jointly selected by both parties or such independent auditor selected by the AAA, the “Independent Accounting Firm”). Zordich and the Company Parent shall promptly deliver to the Accounting Firm the work papers and back-up materials used in preparing the Net Cash Schedule or Company Parent Net Cash Schedule, as applicable, and the Dispute Notice and the Company Net Cash Dispute Notice, and Zordich Parent and the Company shall use commercially reasonable efforts to cause the Accounting Firm to make its determination within 5 Business Days 10 days of accepting its selection. Zordich The Company and the Company Parent shall be afforded the opportunity to present to the Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Accounting Firm; provided, however, that no such presentation or discussion shall occur without the presence of a Representative of each of Zordich the Company and the CompanyParent. The determination of the Accounting Firm shall be limited to the disagreements submitted to the Accounting Firm. The determination of the amount of Parent Net Cash or Company Net Cash, as applicable, made by the Accounting Firm shall be made in writing delivered to each of Zordich Parent and the Company, shall be final and binding on Zordich Parent and the Company and shall (absent manifest error) be deemed to have been finally determined for purposes of this Agreement and to represent the Parent Net Cash or Company Net Cash, as applicable, at the Cash Determination Time Anticipated Closing Date for purposes of this Agreement. The Parties shall delay the Closing as necessary until the resolution of the matters described in this Section 2.8(i5.18(b). The fees and expenses of the Accounting Firm shall be allocated between Zordich Parent and the Company in the same proportion that the disputed amount of the Parent Net Cash or Company Net Cash, as applicable, that was unsuccessfully disputed by such Party (as finally determined by the Accounting Firm) bears to the total disputed amount of the Net Cash or Company Parent Net Cash amount. If this Section 2.8(i5.18(b) applies as to the determination of the Parent Net Cash or the Company Net Cash at the Cash Determination Time described in Section 2.8(a)Cash, upon resolution of the matter in accordance with this Section 2.8(i5.18(b), the Parties shall not be required to determine Net Cash or Company the Parent Net Cash again even though the Closing Date may occur later than the Anticipated Closing Date, except that either Zordich and Parent or the Company may request a redetermination of Net Cash or Company Parent Net Cash if the Closing Date is more than 30 days after the Anticipated Closing Date. (j) All determinations made pursuant to this Section 2.8 shall be null and void, and the Parties shall again comply with the provisions of this Section 2.8, ab initio, in the event that for any reason the Required Zordich Stockholder Vote is not obtained within thirty (30) days of the Determination Date.

Calculation of Net Cash. (a) No later Not more than ten nor less than five calendar days prior to the Determination anticipated date for Closing (as mutually agreed in good faith by Parent and the Company) (the “Anticipated Closing Date”), Zordich Parent will deliver to the Company a schedule (the “Net Cash Schedule”) setting forth, in reasonable detail, ZordichParent’s good faith, faith estimated calculation of Net Cash (the “Net Cash Calculation” and the date of delivery of such schedule being schedule, the “Delivery Date”) as of the close of business 8:00 p.m. Eastern Time on the last Business Day prior to the Anticipated Closing Date (the “Cash Determination Time”) ), prepared and certified by ZordichXxxxxx’s Chief Financial Officerchief executive officer and chief financial officer (or if there is no chief financial officer at such time, the principal financial and accounting officer of Parent). Zordich Subject to the terms of the Confidentiality Agreement, Parent shall make available to the Company, as reasonably requested by the Companyits accountants and/or counsel, the work papers and back-up materials used or useful in preparing the Net Cash Schedule andSchedule, if as reasonably requested by the Company, Zordich’s accountants and counsel at reasonable times and upon reasonable notice. The Net Cash Calculation shall include Zordich’s determination, as of the Cash Determination Time, of the defined terms in Section 1.1(a) necessary to calculate the Exchange Ratio. (b) No later than the Determination Date, the Company will deliver to Zordich a schedule (the “Company Net Cash Schedule”) setting forth, in reasonable detail, the Company’s good faith, estimated calculation of Company Net Cash (the “Company Net Cash Calculation”) and the date of delivery of such schedule being the “Company Net Cash Delivery Date”) as of the close of business on the last Within three Business Day prior to the Anticipated Closing Date (the “Company Cash Determination Time”) prepared and certified by the Company’s Chief Financial Officer. The Company shall make available to Zordich, as reasonably requested by Zordich, the work papers and back-up materials used or useful in preparing the Company Net Cash Schedule and, if reasonably requested by Zordich, the Company’s accountants and counsel at reasonable times and upon reasonable notice. (c) No later than three (3) days after Days following the Delivery Date (the last day of such period, the “Response Date”), the Company shall will have the right to dispute all or any part or parts of the Net Cash Calculation by delivering a written notice to that effect to Zordich (a “Dispute Notice”)) to Parent. Any Dispute Notice shall identify in reasonable detail and to the extent then known the nature and amounts of any proposed revisions to the Net Cash Calculation and will be accompanied by reasonably detailed materials supporting the basis for such revisionsCalculation. (dc) No later than three If (3i) days after the Company Net Cash Delivery Date (the last day of such period, the “Company Net Cash Response Date”), Zordich shall have the right to dispute any part of the Company Net Cash Calculation by delivering a written notice to that effect to the Company (a “Company Net Cash Dispute Notice”). Any Company Net Cash Dispute Notice shall identify notifies Parent in reasonable detail and to the extent known the nature and amounts of any proposed revisions to the Company Net Cash Calculation and will be accompanied by reasonably detailed materials supporting the basis for such revisions. (e) If, writing on or prior to the Response Date, the Company notifies Zordich in writing Date that it has no objections to the Net Cash Calculation or, if on the Response Date, or (ii) the Company fails has failed to deliver a Dispute Notice as provided in Section 2.8(c)1.11(b) prior to 8:00 p.m. Eastern Time on the Response Date, then the Net Cash Calculation as set forth in the Net Cash Schedule shall be deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash at the Cash Determination Time (the “Final Net Cash”) for purposes of this Agreement. (f) If, on or prior to the Company Net Cash Response Date, Zordich notifies the Company in writing that it has no objections to the Company Net Cash Calculation or, if on the Company Net Cash Response Date, Zordich fails to deliver a Company Net Cash Dispute Notice as provided in Section 2.8(d), then the Company Net Cash Calculation as set forth in the Company Net Cash Schedule shall be deemed to have been finally determined for purposes of this Agreement and to represent the Company Net Cash at the Cash Determination Time for purposes of this Agreement. (gd) If the Company delivers a Dispute Notice on or prior to 8:00 p.m. Eastern Time on the Response Date, then Representatives of Zordich Parent and the Company shall promptly promptly, and in no event later than one calendar day after the Response Date, meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of the Net Cash, which agreed agreed-upon Net Cash amount shall be deemed to have been finally determined for purposes of this Agreement and to represent the Final Net Cash at the Cash Determination Time for purposes of this Agreement. (h) If Zordich delivers a Company Net Cash Dispute Notice on or prior to the Company Net Cash Response Date, then Representatives of Zordich and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of Company Net Cash, which agreed upon Company Net Cash amount shall be deemed to have been finally determined for purposes of this Agreement and to represent the Company Net Cash at the Cash Determination Time for purposes of this Agreement. (ie) If Representatives of Zordich Parent and the Company are unable to negotiate an agreed-upon determination of Final Net Cash or Company Net Cash, as applicable, as of the Cash Determination Time pursuant to Section 2.8(g) or Section 2.8(h1.11(d) within three two calendar days after delivery of the Dispute Notice (or such other period as Zordich Parent and the Company may mutually agree uponupon in writing), then any remaining disagreements as to the calculation of Net Cash or Company Net Cash, as applicable, shall be referred to an Deloitte & Touche LLP or another independent auditor of recognized national standing jointly selected mutually agreed upon by Zordich Parent and the Company. If the parties are unable to select an independent auditor within five days, then either Zordich or the Company may thereafter request that the Boston, Massachusetts Office of the American Arbitration Association (“AAA”) make such selection (either the independent auditor jointly selected by both parties or such independent auditor selected by the AAA, the “Accounting Firm”). Zordich and the Company Parent shall promptly deliver to the Accounting Firm the all work papers and back-up materials used in preparing the Net Cash Schedule or Company Net Cash Schedule, as applicable, and the Dispute Notice and the Company Net Cash Dispute Notice, and Zordich Parent and the Company shall use commercially reasonable efforts to cause the Accounting Firm to make its determination within 5 Business Days five calendar days of accepting its selection. Zordich The Company and the Company Parent shall be afforded the opportunity to present to the Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Accounting Firm; provided, however, that no such presentation or discussion shall occur without the presence of a Representative of each of Zordich the Company and the CompanyParent. The determination of the Accounting Firm shall be limited to the disagreements submitted to the Accounting Firm. The determination of the amount of Net Cash or Company Net Cash, as applicable, made by the Accounting Firm shall be made in writing delivered to each of Zordich the Company and the CompanyParent, shall be final and binding on Zordich and the Company and Parent and shall (absent manifest error) be deemed to have been finally determined for purposes of this Agreement and to represent the Final Net Cash or Company Net Cash, as applicable, at the Cash Determination Time for purposes of this Agreement, absent fraud or manifest error. The Parties shall delay the Closing until the resolution of the matters described in this Section 2.8(i1.11(e). The fees and expenses of the Accounting Firm shall be allocated between Zordich Parent and the Company in the same proportion that the disputed amount of the Net Cash or Company Net Cash, as applicable, that was unsuccessfully disputed by such Party (as finally determined by the Accounting Firm) bears to the total disputed amount of the Net Cash and such portion of the costs and expenses of the Accounting Firm borne by Parent and any other fees, costs or Company expenses incurred by Parent following the Delivery Date in connection with the procedures set forth in this Section 1.11(e) shall be deducted from the final determination of the amount of Net Cash amountCash. If this Section 2.8(i1.11(e) applies as to the determination of the Final Net Cash or the Company Net Cash at the Cash Determination Time described in Section 2.8(a1.11(e), upon resolution of the matter in accordance with this Section 2.8(i1.11(e), the Parties shall not be required to determine Net Cash or Company the Net Cash again even though the Closing Date may occur later than the Anticipated Closing Date, except that either Zordich and the Company Party may request require a redetermination re-determination of Net Cash or Company Final Net Cash if the Closing Date is more than 30 ten calendar days after the Anticipated Closing Date. (j) All determinations made pursuant to this Section 2.8 shall be null and void, and the Parties shall again comply with the provisions of this Section 2.8, ab initio, in the event that for any reason the Required Zordich Stockholder Vote is not obtained within thirty (30) days of the Determination Date.

Calculation of Net Cash. (a) No later than For the purposes of this Agreement, the “Determination Date” shall be the date that is ten calendar days prior to the anticipated date for Closing, as agreed upon by Carnivale and the Company at least ten calendar days prior to the Carnivale Stockholders’ Meeting (the “Anticipated Closing Date”). Within five calendar days following the Determination Date, Zordich will Carnivale shall deliver to the Company a schedule (the “Net Cash Schedule”) setting forth, in reasonable detail, ZordichCarnivale’s good faith, estimated calculation of Net Cash (the “Net Cash Calculation” and the date of delivery of such schedule being the “Delivery Date”) of Net Cash as of the close of business on the last Business Day prior to the Anticipated Closing Date (the “Cash Determination Time”) ), prepared and certified by ZordichCarnivale’s Chief Financial Officer (or if there is no Chief Financial Officer, the principal accounting officer for Carnivale). Zordich Carnivale shall make available to the Company, as reasonably requested by the Company, the work papers and back-up materials used or useful in preparing the Net Cash Schedule and the personnel of Carnivale that participated in preparing the Net Cash Schedule and the Net Cash Calculation and, if reasonably requested by the Company, Zordich’s accountants and counsel at reasonable times and upon reasonable notice. The Net Cash Calculation shall include Zordich’s determination, as of the Cash Determination Time, of the defined terms in Section 1.1(a) necessary to calculate the Exchange Ratio. (b) No later than the Determination Date, the Company will deliver to Zordich a schedule (the “Company Net Cash Schedule”) setting forth, in reasonable detail, the Company’s good faith, estimated calculation of Company Net Cash (the “Company Net Cash Calculation”) and the date of delivery of such schedule being the “Company Net Cash Delivery Date”) as of the close of business on the last Business Day prior to the Anticipated Closing Date (the “Company Cash Determination Time”) prepared and certified by the Company’s Chief Financial Officer. The Company shall make available to Zordich, as reasonably requested by Zordich, the work papers and back-up materials used or useful in preparing the Company Net Cash Schedule and, if reasonably requested by Zordich, the CompanyCarnivale’s accountants and counsel at reasonable times and upon reasonable notice. (cb) No later than Within three (3) calendar days after Carnivale delivers the Delivery Date Net Cash Schedule (the last day of such period, the “Response Date”), the Company shall have the right to dispute any part of the such Net Cash Calculation Schedule by delivering a written notice to that effect to Zordich Carnivale (a “Dispute Notice”). Any Dispute Notice shall identify in reasonable detail and to the extent known the nature and amounts of any proposed revisions to the Net Cash Calculation and will be accompanied by reasonably detailed materials supporting the basis for such revisionsCalculation. (dc) No later than three (3) days after the Company Net Cash Delivery Date (the last day of such period, the “Company Net Cash Response Date”), Zordich shall have the right to dispute any part of the Company Net Cash Calculation by delivering a written notice to that effect to the Company (a “Company Net Cash Dispute Notice”). Any Company Net Cash Dispute Notice shall identify in reasonable detail and to the extent known the nature and amounts of any proposed revisions to the Company Net Cash Calculation and will be accompanied by reasonably detailed materials supporting the basis for such revisions. (e) If, If on or prior to the Response Date, (i) the Company notifies Zordich Carnivale in writing that it has no objections to the Net Cash Calculation or, if on the Response Date, or (ii) the Company fails to deliver a Dispute Notice as provided in Section 2.8(c1.5(b), then the Net Cash Calculation as set forth in the Net Cash Schedule shall be deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash at the Cash Determination Time for purposes of this Agreement. (f) If, on or prior to the Company Net Cash Response Date, Zordich notifies the Company in writing that it has no objections to the Company Net Cash Calculation or, if on the Company Net Cash Response Date, Zordich fails to deliver a Company Net Cash Dispute Notice as provided in Section 2.8(d), then the Company Net Cash Calculation as set forth in the Company Net Cash Schedule shall be deemed to have been finally determined for purposes of this Agreement and to represent the Company Net Cash at the Cash Determination Time for purposes of this Agreement. (gd) If the Company delivers a Dispute Notice on or prior to the Response Date, then Representatives of Zordich Carnivale and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of Net Cash, which agreed upon Net Cash amount shall be deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash at the Cash Determination Time for purposes of this Agreement. (h) If Zordich delivers a Company Net Cash Dispute Notice on or prior to the Company Net Cash Response Date, then Representatives of Zordich and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of Company Net Cash, which agreed upon Company Net Cash amount shall be deemed to have been finally determined for purposes of this Agreement and to represent the Company Net Cash at the Cash Determination Time for purposes of this Agreement. (ie) If Representatives of Zordich Carnivale and the Company are unable to negotiate an agreed-upon determination of Net Cash or Company Net Cash, as applicable, as of the Cash Determination Time pursuant to Section 2.8(g) or Section 2.8(h1.5(d) within three calendar days after delivery of the Dispute Notice (or such other period as Zordich Carnivale and the Company may mutually agree upon), then any remaining disagreements as to the calculation of Net Cash or Company Net Cash, as applicable, shall be referred to an independent auditor of Xxxxx Xxxxxxxx LLP (or if such firm is unable or unwilling to serve, by another nationally recognized national standing jointly selected by Zordich accounting firm reasonably acceptable to both Carnivale and the Company. If the parties are unable to select an independent auditor within five days, then either Zordich or the Company may thereafter request that the Boston, Massachusetts Office of the American Arbitration Association ) (“AAA”) make such selection (either the independent auditor jointly selected by both parties or such independent auditor selected by the AAA, the “Accounting Firm”). Zordich and the Company Carnivale shall promptly deliver to the Accounting Firm the work papers and back-up materials used in preparing the Net Cash Schedule or Company Net Cash Schedule, as applicable, and the Dispute Notice and the Company Net Cash Dispute Notice, and Zordich Carnivale and the Company shall use commercially reasonable efforts to cause the Accounting Firm to make its determination within 5 Business Days ten calendar days of accepting its selection. Zordich The Company and the Company Carnivale shall be afforded the opportunity to present to the Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Accounting Firm; provided, however, that no such presentation or discussion shall occur without the presence of a Representative of each of Zordich the Company and the CompanyCarnivale. The determination of the Accounting Firm shall be limited to the disagreements submitted to the Accounting Firm. The determination of the amount of Net Cash or Company Net Cash, as applicable, made by the Accounting Firm shall be made in writing delivered to each of Zordich and the Company, shall be final and binding on Zordich and the Company and shall (absent manifest error) be deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash or Company Net Cash, as applicable, at of the Cash Determination Time for purposes of this Agreement. The , and the Parties shall delay the Closing until the resolution of the matters described in this Section 2.8(i1.5(e). The fees and expenses of the Accounting Firm shall be allocated between Zordich Carnivale and the Company in the same proportion that the disputed amount of the Net Cash or Company Net Cash, as applicable, that was unsuccessfully disputed by such Party (as finally determined by the Accounting Firm) bears to the total disputed amount of the Net Cash or Company Net Cash amount. If this Section 2.8(i1.5(e) applies as to the determination of the Net Cash or the Company Net Cash at the Cash Determination Time described in Section 2.8(a1.5(a), upon resolution of the matter in accordance with this Section 2.8(i1.5(e), the Parties shall not be required to determine Net Cash or Company Net Cash again even though the Closing Date may occur later than the Anticipated Closing Date, except that either Zordich and Carnivale or the Company may request a redetermination of Net Cash or Company Net Cash if the Closing Date is more than 30 15 calendar days after the Anticipated Closing Date. (j) All determinations made pursuant to this Section 2.8 shall be null and void, and the Parties shall again comply with the provisions of this Section 2.8, ab initio, in the event that for any reason the Required Zordich Stockholder Vote is not obtained within thirty (30) days of the Determination Date.

Calculation of Net Cash. (a) No later than five (5) Business Days before the Determination Anticipated Closing Date, Zordich Parent will deliver to the Company a schedule (the “Parent Net Cash Schedule”) setting forth, in reasonable detail, ZordichParent’s good faith, estimated calculation of Parent Net Cash (the “Parent Net Cash Calculation” and the date of delivery of such schedule being the “Delivery Date”) as of the close of business 11:59 p.m. on the last Business Day prior to the Anticipated Closing Date (the “Cash Determination Time”) prepared and certified by ZordichParent’s Chief Financial Officerchief financial officer (or if there is no chief financial officer at such time, the principal financial and accounting officer for Parent). Zordich Parent shall make available to the CompanyCompany (electronically to the greatest extent possible), as reasonably requested by the Company, the work papers and back-up materials used or useful in preparing the Parent Net Cash Schedule and, if reasonably requested by the Company, ZordichXxxxxx’s accountants and counsel at reasonable times and upon reasonable notice. The Parent Net Cash Calculation shall include ZordichParent’s determination, as of the Cash Determination Time, of the defined terms in Section 1.1(a) necessary to calculate the Exchange Ratio. (b) No later than the Determination Date, the Company will deliver to Zordich a schedule (the “Company Net Cash Schedule”) setting forth, in reasonable detail, the Company’s good faith, estimated calculation of Company Net Cash (the “Company Net Cash Calculation”) and the date of delivery of such schedule being the “Company Net Cash Delivery Date”) as of the close of business on the last Business Day prior to the Anticipated Closing Date (the “Company Cash Determination Time”) prepared and certified by the Company’s Chief Financial Officer. The Company shall make available to Zordich, as reasonably requested by Zordich, the work papers and back-up materials used or useful in preparing the Company Net Cash Schedule and, if reasonably requested by Zordich, the Company’s accountants and counsel at reasonable times and upon reasonable notice. (c) No later than three (3) days Business Days after the Delivery Date Cash Determination Time (the last day of such period, the “Response Date”), the Company shall have the right to dispute any part of the Parent Net Cash Calculation by delivering a written notice to that effect to Zordich Parent (a “Dispute Notice”). Any Dispute Notice shall identify in reasonable detail and to the extent known the nature and amounts of any proposed revisions to the Parent Net Cash Calculation and will be accompanied by reasonably detailed materials supporting the basis for such revisions. (d) No later than three (3) days after the Company Net Cash Delivery Date (the last day of such period, the “Company Net Cash Response Date”), Zordich shall have the right to dispute any part of the Company Net Cash Calculation by delivering a written notice to that effect to the Company (a “Company Net Cash Dispute Notice”). Any Company Net Cash Dispute Notice shall identify in reasonable detail and to the extent known the nature and amounts of any proposed revisions to the Company Net Cash Calculation and will be accompanied by reasonably detailed materials supporting the basis for such revisions. (ec) If, on or prior to the Response Date, the Company notifies Zordich Parent in writing that it has no objections to the Parent Net Cash Calculation or, if on the Response Date, the Company fails to deliver a Dispute Notice as provided in Section 2.8(c2.9(b), then the Parent Net Cash Calculation as set forth in the Parent Net Cash Schedule shall be deemed to have been finally determined for purposes of this Agreement and to represent the Parent Net Cash at the Cash Determination Time for purposes of this Agreement. (f) If, on or prior to the Company Net Cash Response Date, Zordich notifies the Company in writing that it has no objections to the Company Net Cash Calculation or, if on the Company Net Cash Response Date, Zordich fails to deliver a Company Net Cash Dispute Notice as provided in Section 2.8(d), then the Company Net Cash Calculation as set forth in the Company Net Cash Schedule shall be deemed to have been finally determined for purposes of this Agreement and to represent the Company Net Cash at the Cash Determination Time for purposes of this Agreement. (gd) If the Company delivers a Dispute Notice on or prior to the Response Date, then Representatives of Zordich Parent and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of Parent Net Cash, which agreed upon Parent Net Cash amount shall be deemed to have been finally determined for purposes of this Agreement and to represent the Parent Net Cash at the Cash Determination Time for purposes of this Agreement. (h) If Zordich delivers a Company Net Cash Dispute Notice on or prior to the Company Net Cash Response Date, then Representatives of Zordich and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of Company Net Cash, which agreed upon Company Net Cash amount shall be deemed to have been finally determined for purposes of this Agreement and to represent the Company Net Cash at the Cash Determination Time for purposes of this Agreement. (ie) If Representatives of Zordich Parent and the Company are unable to negotiate an agreed-upon determination of Parent Net Cash or Company Net Cash, as applicable, as of the Cash Determination Time pursuant to Section 2.8(g) or Section 2.8(h2.9(d) within three (3) days after delivery of the Dispute Notice (or such other period as Zordich Parent and the Company may mutually agree upon), then any remaining disagreements as to the calculation of Parent Net Cash or Company Net Cash, as applicable, shall be referred to an independent auditor of recognized national standing jointly selected by Zordich Parent and the Company. If the parties Parties are unable to select an independent auditor within five (5) days, then either Zordich Parent or the Company may thereafter request that the BostonSeattle, Massachusetts Washington Office of the American Arbitration Association (“AAA”) make such selection (either the independent auditor jointly selected by both parties Parties or such independent auditor selected by the AAA, the “Accounting Firm”). Zordich Parent and the Company shall promptly deliver to the Accounting Firm the work papers and back-up materials used in preparing the Parent Net Cash Schedule or Company Net Cash Schedule, as applicable, and the Dispute Notice and the Company Net Cash Dispute Notice, and Zordich Parent and the Company shall use commercially reasonable efforts to cause the Accounting Firm to make its determination within 5 five (5) Business Days of accepting its selection. Zordich Parent and the Company shall be afforded the opportunity to present to the Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Accounting Firm; provided, however, that no such presentation or discussion shall occur without the presence of a Representative of each of Zordich Parent and the Company. The determination of the Accounting Firm shall be limited to the disagreements submitted to the Accounting Firm. The determination of the amount of Parent Net Cash or Company Net Cash, as applicable, made by the Accounting Firm shall be made in writing writing, shall be delivered to each of Zordich Parent and the Company, shall be final and binding on Zordich Parent and the Company and shall (absent manifest error) be deemed to have been finally determined for purposes of this Agreement and to represent the Parent Net Cash or Company Net Cash, as applicable, at the Cash Determination Time for purposes of this Agreement. The Parties shall delay the Closing until the resolution of the matters described in this Section 2.8(i2.9(e). The fees and expenses of the Accounting Firm shall be allocated between Zordich Parent and the Company in the same proportion that the disputed amount of the Parent Net Cash or Company Net Cash, as applicable, that was unsuccessfully disputed by such Party (as finally determined by the Accounting Firm) bears to the total disputed amount of the Net Cash or Company Parent Net Cash amount. If this Section 2.8(i2.9(e) applies as to the determination of the Net Cash or the Company Parent Net Cash at the Cash Determination Time described in Section 2.8(a), upon resolution of the matter in accordance with this Section 2.8(i2.9(e), the Parties shall not be required to determine Parent Net Cash or Company Net Cash again again, even though the Closing Date may occur later than the Anticipated Closing Date, except that either Zordich Parent and the Company may request a redetermination of Net Cash or Company Parent Net Cash if the Closing Date is more than 30 thirty (30) days after the Anticipated Closing Date. (j) All determinations made pursuant to this Section 2.8 shall be null and void, and the Parties shall again comply with the provisions of this Section 2.8, ab initio, in the event that for any reason the Required Zordich Stockholder Vote is not obtained within thirty (30) days of the Determination Date.

Calculation of Net Cash. (a) No later Not less than five calendar days prior to the Determination anticipated date for Closing (the “Anticipated Closing Date”), Zordich Orion will deliver to the Company a schedule (the “Net Cash Schedule”) setting forth, in reasonable detail, ZordichOrion’s good faith, estimated calculation of Net Cash (the “Net Cash Calculation” and the date of delivery of such schedule being schedule, the “Delivery Date”) as of the close of business on the last Business Day prior to the Anticipated Closing Date (the “Cash Determination Time”) prepared and certified by ZordichOrion’s Chief Financial Officer (or if there is no Chief Financial Officer, the principal accounting officer for Orion). Zordich Orion shall make available to the Company, as reasonably requested by the Company, the work papers and back-up materials used or useful in preparing the Net Cash Schedule and, if reasonably requested by the Company, Zordich’s accountants and counsel at reasonable times and upon reasonable notice. The Net Cash Calculation shall include Zordich’s determination, as of the Cash Determination Time, of the defined terms in Section 1.1(a) necessary to calculate the Exchange Ratio. (b) No later than the Determination Date, the Company will deliver to Zordich a schedule (the “Company Net Cash Schedule”) setting forth, in reasonable detail, the Company’s good faith, estimated calculation of Company Net Cash (the “Company Net Cash Calculation”) and the date of delivery of such schedule being the “Company Net Cash Delivery Date”) as of the close of business on the last Business Day prior to the Anticipated Closing Date (the “Company Cash Determination Time”) prepared and certified by the Company’s Chief Financial Officer. The Company shall make available to Zordich, as reasonably requested by Zordich, the work papers and back-up materials used or useful in preparing the Company Net Cash Schedule and, if reasonably requested by Zordich, the CompanyOrion’s accountants and counsel at reasonable times and upon reasonable notice. (cb) No later than Within three (3) calendar days after the Delivery Date (the last day of such period, the “Response Date”), the Company shall have the right to dispute any part of the Net Cash Calculation by delivering a written notice to that effect to Zordich Orion (a “Dispute Notice”). Any Dispute Notice shall identify in reasonable detail and to the extent known the nature and amounts of any proposed revisions to the Net Cash Calculation and will be accompanied by reasonably detailed materials supporting the basis for such revisionsCalculation. (d) No later than three (3) days after the Company Net Cash Delivery Date (the last day of such period, the “Company Net Cash Response Date”), Zordich shall have the right to dispute any part of the Company Net Cash Calculation by delivering a written notice to that effect to the Company (a “Company Net Cash Dispute Notice”). Any Company Net Cash Dispute Notice shall identify in reasonable detail and to the extent known the nature and amounts of any proposed revisions to the Company Net Cash Calculation and will be accompanied by reasonably detailed materials supporting the basis for such revisions. (ec) If, on or prior to the Response Date, the Company notifies Zordich Orion in writing that it has no objections to the Net Cash Calculation or, if on the Response Date, the Company fails to deliver a Dispute Notice as provided in Section 2.8(c1.7(b), then the Net Cash Calculation as set forth in the Net Cash Schedule shall be deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash at the Cash Determination Time for purposes of this Agreement. (f) If, on or prior to the Company Net Cash Response Date, Zordich notifies the Company in writing that it has no objections to the Company Net Cash Calculation or, if on the Company Net Cash Response Date, Zordich fails to deliver a Company Net Cash Dispute Notice as provided in Section 2.8(d), then the Company Net Cash Calculation as set forth in the Company Net Cash Schedule shall be deemed to have been finally determined for purposes of this Agreement and to represent the Company Net Cash at the Cash Determination Time for purposes of this Agreement. (gd) If the Company delivers a Dispute Notice on or prior to the Response Date, then Representatives of Zordich Orion and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of Net Cash, which agreed upon Net Cash amount shall be deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash at the Cash Determination Time for purposes of this Agreement. (h) If Zordich delivers a Company Net Cash Dispute Notice on or prior to the Company Net Cash Response Date, then Representatives of Zordich and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of Company Net Cash, which agreed upon Company Net Cash amount shall be deemed to have been finally determined for purposes of this Agreement and to represent the Company Net Cash at the Cash Determination Time for purposes of this Agreement. (ie) If Representatives of Zordich Orion and the Company are unable to negotiate an agreed-upon determination of Net Cash or Company Net Cash, as applicable, as of the Cash Determination Time pursuant to Section 2.8(g) or Section 2.8(h1.7(d) within three calendar days after delivery of the Dispute Notice (or such other period as Zordich Orion and the Company may mutually agree upon), then any remaining disagreements as to the calculation of Net Cash or Company Net Cash, as applicable, shall be referred to an independent auditor of recognized national standing jointly selected by Zordich Orion and the Company. If the parties are unable to select an independent auditor within five days, then either Zordich or the Company may thereafter request that the Boston, Massachusetts Office of the American Arbitration Association (“AAA”) make such selection (either the independent auditor jointly selected by both parties or such independent auditor selected by the AAA, the “Accounting Firm”). Zordich and the Company Orion shall promptly deliver to the Accounting Firm the work papers and back-up materials used in preparing the Net Cash Schedule or Company Net Cash Schedule, as applicable, and the Dispute Notice and the Company Net Cash Dispute Notice, and Zordich Orion and the Company shall use commercially reasonable efforts to cause the Accounting Firm to make its determination within 5 Business Days ten calendar days of accepting its selection. Zordich The Company and the Company Orion shall be afforded the opportunity to present to the Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Accounting Firm; provided, however, that no such presentation or discussion shall occur without the presence of a Representative of each of Zordich the Company and the CompanyOrion. The determination of the Accounting Firm shall be limited to the disagreements submitted to the Accounting Firm. The determination of the amount of Net Cash or Company Net Cash, as applicable, made by the Accounting Firm shall be made in writing delivered to each of Zordich Orion and the Company, shall be final and binding on Zordich Orion and the Company and shall (absent manifest error) be deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash or Company Net Cash, as applicable, at the Cash Determination Time for purposes of this Agreement. The Parties shall delay the Closing until the resolution of the matters described in this Section 2.8(i1.7(e). The fees and expenses of the Accounting Firm shall be allocated between Zordich Orion and the Company in the same proportion that the disputed amount of the Net Cash or Company Net Cash, as applicable, that was unsuccessfully disputed by such Party (as finally determined by the Accounting Firm) bears to the total disputed amount of the Net Cash or Company Net Cash amount. If this Section 2.8(i1.7(e) applies as to the determination of the Net Cash or the Company Net Cash at the Cash Determination Time described in Section 2.8(a1.7(a), upon resolution of the matter in accordance with this Section 2.8(i1.7(e), the Parties shall not be required to determine Net Cash or Company Net Cash again even though the Closing Date may occur later than the Anticipated Closing Date, except that either Zordich and Orion or the Company may request a redetermination of Net Cash or Company Net Cash if the Closing Date is more than 30 calendar days after the Anticipated Closing Date. (jf) All determinations made pursuant to Following the final determination of Net Cash in accordance with this Section 2.8 1.7, the Orion Valuation shall be null adjusted as follows: (x) if Net Cash is within the Orion Collar Range, no adjustment to the Orion Valuation shall be made; (y) if there is an Orion Excess Amount, the Orion Valuation shall be increased dollar-for-dollar by the Orion Excess Amount; and void(z) if there is an Orion Deficiency Amount, and the Parties Orion Valuation shall again comply with be decreased dollar-for-dollar by the provisions of this Section 2.8, ab initio, in the event that for any reason the Required Zordich Stockholder Vote is not obtained within thirty (30) days of the Determination DateOrion Deficiency Amount.

Calculation of Net Cash. (a) No later Not more than ten (10) nor less than five (5) calendar days prior to the Determination anticipated date for Closing (as mutually agreed in good faith by Parent and the Company) (the “Anticipated Closing Date”), Zordich Parent will deliver to the Company a schedule (the “Net Cash Schedule”) setting forth, in reasonable detail, ZordichParent’s good faith, faith estimated calculation of Net Cash (the “Net Cash Calculation” and the date of delivery of such schedule being schedule, the “Delivery Date”) as of the close of business 8:00 p.m. Pacific Time on the last Business Day prior to the Anticipated Closing Date (the “Cash Determination Time”) ), prepared and certified by ZordichParent’s Chief Financial Officerchief executive officer and chief financial officer (or if there is no chief financial officer at such time, the principal financial and accounting officer for Parent). Zordich Parent shall make available to the Company, as reasonably requested by the Companyor its accountants and/or counsel, the work papers and back-up materials used or useful in preparing the Net Cash Schedule andSchedule, if as reasonably requested by the Company, Zordich’s accountants and counsel at reasonable times and upon reasonable notice. The Net Cash Calculation shall include Zordich’s determination, as of the Cash Determination Time, of the defined terms in Section 1.1(a) necessary to calculate the Exchange Ratio. (b) No later than the Determination Date, the Company will deliver to Zordich a schedule (the “Company Net Cash Schedule”) setting forth, in reasonable detail, the Company’s good faith, estimated calculation of Company Net Cash (the “Company Net Cash Calculation”) and the date of delivery of such schedule being the “Company Net Cash Delivery Date”) as of the close of business on the last Business Day prior to the Anticipated Closing Date (the “Company Cash Determination Time”) prepared and certified by the Company’s Chief Financial Officer. The Company shall make available to Zordich, as reasonably requested by Zordich, the work papers and back-up materials used or useful in preparing the Company Net Cash Schedule and, if reasonably requested by Zordich, the Company’s accountants and counsel at reasonable times and upon reasonable notice. (c) No later than Within three (3) calendar days after the Delivery Date (the last day of such period, the “Response Date”), the Company shall have the right to dispute any part of the Net Cash Calculation by delivering a written notice to that effect to Zordich Parent (a “Dispute Notice”). Any Dispute Notice shall identify in reasonable detail and to the extent known the nature and amounts of any proposed revisions to the Net Cash Calculation and will be accompanied by reasonably detailed materials supporting the basis for such revisionsCalculation. (d) No later than three (3) days after the Company Net Cash Delivery Date (the last day of such period, the “Company Net Cash Response Date”), Zordich shall have the right to dispute any part of the Company Net Cash Calculation by delivering a written notice to that effect to the Company (a “Company Net Cash Dispute Notice”). Any Company Net Cash Dispute Notice shall identify in reasonable detail and to the extent known the nature and amounts of any proposed revisions to the Company Net Cash Calculation and will be accompanied by reasonably detailed materials supporting the basis for such revisions. (ec) If, on or prior to the Response Date, the Company notifies Zordich Parent in writing that it has no objections to the Net Cash Calculation or, if prior to 8:00 p.m. Pacific Time on the Response Date, the Company fails has failed to deliver a Dispute Notice as provided in Section 2.8(c1.7(b), then the Net Cash Calculation as set forth in the Net Cash Schedule shall be deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash at the Cash Determination Time (the “Final Net Cash”) for purposes of this Agreement. (f) If, on or prior to the Company Net Cash Response Date, Zordich notifies the Company in writing that it has no objections to the Company Net Cash Calculation or, if on the Company Net Cash Response Date, Zordich fails to deliver a Company Net Cash Dispute Notice as provided in Section 2.8(d), then the Company Net Cash Calculation as set forth in the Company Net Cash Schedule shall be deemed to have been finally determined for purposes of this Agreement and to represent the Company Net Cash at the Cash Determination Time for purposes of this Agreement. (gd) If the Company delivers a Dispute Notice on or prior to 8:00 p.m. Pacific Time on the Response Date, then Representatives of Zordich Parent and the Company shall promptly promptly, and in no event later than one (1) calendar day after the Response Date, meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of Net Cash, which agreed upon Net Cash amount shall be deemed to have been finally determined for purposes of this Agreement and to represent the Final Net Cash at the Cash Determination Time for purposes of this Agreement. (h) If Zordich delivers a Company Net Cash Dispute Notice on or prior to the Company Net Cash Response Date, then Representatives of Zordich and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of Company Net Cash, which agreed upon Company Net Cash amount shall be deemed to have been finally determined for purposes of this Agreement and to represent the Company Net Cash at the Cash Determination Time for purposes of this Agreement. (ie) If Representatives of Zordich Parent and the Company are unable to negotiate an agreed-upon determination of Final Net Cash or Company Net Cash, as applicable, as of the Cash Determination Time pursuant to Section 2.8(g) or Section 2.8(h1.7(d) within three two (2) calendar days after delivery of the Dispute Notice (or such other period as Zordich Parent and the Company may mutually agree upon), then any remaining disagreements as to the calculation of Net Cash or Company Net Cash, as applicable, shall be referred to an Ernst & Young Global Limited Liability Partnership or another independent auditor of recognized national standing jointly selected mutually agreed upon by Zordich Parent and the Company. If the parties are unable to select an independent auditor within five days, then either Zordich or the Company may thereafter request that the Boston, Massachusetts Office of the American Arbitration Association (“AAA”) make such selection (either the independent auditor jointly selected by both parties or such independent auditor selected by the AAA, the “Accounting Firm”). Zordich and the Company Parent shall promptly deliver to the Accounting Firm the all work papers and back-up materials used in preparing the Net Cash Schedule or Company Net Cash Schedule, as applicable, and the Dispute Notice and the Company Net Cash Dispute Notice, and Zordich Parent and the Company shall use commercially reasonable efforts to cause the Accounting Firm to make its determination within 5 Business Days five (5) calendar days of accepting its selection. Zordich Parent and the Company shall be afforded the opportunity to present to the Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Accounting Firm; provided, however, that no such presentation or discussion shall occur without the presence of a Representative of each of Zordich Parent and the Company. The determination of the Accounting Firm shall be limited to the disagreements submitted to the Accounting Firm. The determination of the amount of Net Cash or Company Net Cash, as applicable, made by the Accounting Firm shall be made in writing delivered to each of Zordich Parent and the Company, shall be final and binding on Zordich Parent and the Company and shall (absent manifest error) be deemed to have been finally determined for purposes of this Agreement and to represent the Final Net Cash or Company Net Cash, as applicable, at the Cash Determination Time for purposes of this Agreement. The Parties shall delay the Closing until the resolution of the matters described in this Section 2.8(i1.7(e). The fees and expenses of the Accounting Firm shall be allocated between Zordich Parent and the Company in the same proportion that the disputed amount of the Net Cash or Company Net Cash, as applicable, that was unsuccessfully disputed by such Party (as finally determined by the Accounting Firm) bears to the total disputed amount of the Net Cash amount and such portion of the costs and expenses of the Accounting Firm borne by the Company and any other fees, costs or expenses incurred by the Company following the Delivery Date in connection with the procedures set forth in this Section 1.7(e) shall be deducted from the final determination of the amount of Net Cash amountCash. If this Section 2.8(i1.7(e) applies as to the determination of the Final Net Cash or the Company Net Cash at the Cash Determination Time described in Section 2.8(a1.7(a), upon resolution of the matter in accordance with this Section 2.8(i1.7(e), the Parties shall not be required to determine Net Cash or Company Net Cash again even though the Closing Date may occur later than the Anticipated Closing Date, except that either Zordich Parent and the Company may request require a redetermination of Net Cash or Company the Final Net Cash if the Closing Date is more than 30 ten (10) calendar days after the Anticipated Closing Date. (j) All determinations made pursuant to this Section 2.8 shall be null and void, and the Parties shall again comply with the provisions of this Section 2.8, ab initio, in the event that for any reason the Required Zordich Stockholder Vote is not obtained within thirty (30) days of the Determination Date.

Calculation of Net Cash. (a) No later Not less than ten (10) Business Days prior to the Determination anticipated date for the Parent Stockholder Meeting as mutually agreed in good faith by Parent and the Company (the “Anticipated Meeting Date”), Zordich Parent will deliver to the Company a certificate signed by an officer of Parent in the form reasonably acceptable to the Company setting forth a schedule (the “Parent Net Cash Schedule” , and the date of delivery of the Parent Net Cash Schedule, the “Delivery Date”) setting forth, in reasonable detail, ZordichParent’s good faith, estimated calculation of Net Cash (the “Parent Net Cash Calculation” and the date of delivery of such schedule being the “Delivery Date”) as of the close of business on the last Business Day prior to the Anticipated Closing Date (the “Cash Determination Time”) prepared and certified by ZordichParent’s Chief Financial Officerchief financial officer (or if there is no chief financial officer at such time, the principal financial and accounting officer for Parent). Zordich Parent shall make available to the CompanyCompany (electronically to the greatest extent possible), as reasonably requested by the Company, the work papers and back-up materials (including all relevant invoices and similar evidence of outstanding obligations) used or useful in preparing the Parent Net Cash Schedule and, if reasonably requested by the Company, ZordichParent’s accountants and counsel at reasonable times and upon reasonable notice. The Net Cash Calculation shall include Zordich’s determinationinternal finance personnel, as of the Cash Determination Time, of the defined terms in Section 1.1(a) necessary to calculate the Exchange Ratio. (b) No later than the Determination Date, the Company will deliver to Zordich a schedule (the “Company Net Cash Schedule”) setting forth, in reasonable detail, the Company’s good faith, estimated calculation of Company Net Cash (the “Company Net Cash Calculation”) and the date of delivery of such schedule being the “Company Net Cash Delivery Date”) as of the close of business on the last Business Day prior to the Anticipated Closing Date (the “Company Cash Determination Time”) prepared and certified by the Company’s Chief Financial Officer. The Company shall make available to Zordich, as reasonably requested by Zordich, the work papers and back-up materials used or useful in preparing the Company Net Cash Schedule and, if reasonably requested by Zordich, the Company’s accountants and counsel at reasonable times and upon reasonable notice. (cb) No later than three Within five (35) days Business Days after the Delivery Date (the last day of such period, the “Response Date”), the Company shall have the right to dispute any part of the Parent Net Cash Calculation by delivering a written notice to that effect to Zordich Parent (a “Dispute Notice”). Any Dispute Notice shall identify in reasonable detail and and, to the extent known known, the nature and amounts of any proposed revisions to the Parent Net Cash Calculation and will be accompanied by reasonably detailed materials supporting the basis for such revisionsCalculation. (d) No later than three (3) days after the Company Net Cash Delivery Date (the last day of such period, the “Company Net Cash Response Date”), Zordich shall have the right to dispute any part of the Company Net Cash Calculation by delivering a written notice to that effect to the Company (a “Company Net Cash Dispute Notice”). Any Company Net Cash Dispute Notice shall identify in reasonable detail and to the extent known the nature and amounts of any proposed revisions to the Company Net Cash Calculation and will be accompanied by reasonably detailed materials supporting the basis for such revisions. (ec) If, on or prior to the Response Date, the Company notifies Zordich Parent in writing that it has no objections to the Parent Net Cash Calculation or, if prior to 11:59 p.m. (Pacific time) on the Response Date, the Company fails to deliver a Dispute Notice as provided in Section 2.8(c3.6(b), then the Parent Net Cash Calculation as set forth in the Parent Net Cash Schedule shall be deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash at the Cash Determination Time (the “Final Parent Net Cash”) for purposes of this Agreement. (f) If, on or prior to the Company Net Cash Response Date, Zordich notifies the Company in writing that it has no objections to the Company Net Cash Calculation or, if on the Company Net Cash Response Date, Zordich fails to deliver a Company Net Cash Dispute Notice as provided in Section 2.8(d), then the Company Net Cash Calculation as set forth in the Company Net Cash Schedule shall be deemed to have been finally determined for purposes of this Agreement and to represent the Company Net Cash at the Cash Determination Time for purposes of this Agreement. (gd) If the Company delivers a Dispute Notice on or prior to 11:59 p.m. (Pacific time) on the Response Date, then Representatives of Zordich Parent and the Company shall promptly meet promptly, and in no event later than one calendar day after the Response Date, communicate and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of Net Cash, which agreed upon Net Cash amount (if so resolved) shall be deemed to have been finally determined for purposes of this Agreement and to represent the Final Parent Net Cash at the Cash Determination Time for purposes of this Agreement. (h) If Zordich delivers a Company Net Cash Dispute Notice on or prior to the Company Net Cash Response Date, then Representatives of Zordich and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of Company Net Cash, which agreed upon Company Net Cash amount shall be deemed to have been finally determined for purposes of this Agreement and to represent the Company Net Cash at the Cash Determination Time for purposes of this Agreement. (ie) If Representatives of Zordich Parent and the Company are unable to negotiate an agreed-upon determination of Net Cash or Company Net Cash, as applicable, as of resolve the Cash Determination Time disputed items pursuant to Section 2.8(g) or Section 2.8(h3.6(d) within three calendar days after delivery of the Dispute Notice (or such other period as Zordich Parent and the Company may mutually agree upon), then any remaining disagreements as to the calculation of Net Cash or Company Net Cash, as applicable, shall be referred to an independent auditor of recognized national standing jointly selected by Zordich Parent and the Company. If Company (provided that if the parties are unable to select an independent auditor within five (5) days, then either Zordich Parent or the Company may thereafter request that the Boston, Massachusetts Office of the American Arbitration Association (“AAA”) make such selection (either the independent auditor jointly selected by both parties or such independent auditor selected by the AAA, the “Accounting Firm”). Zordich and the Company Parent shall promptly deliver to the Accounting Firm the all work papers and back-up materials used in preparing the Net Cash Schedule or Company Parent Net Cash Schedule, as applicable, and the Dispute Notice and the Company Net Cash Dispute Notice, and Zordich Parent and the Company shall use commercially reasonable efforts to cause the Accounting Firm to make its determination within 5 Business Days five calendar days of accepting its selection. Zordich Parent and the Company shall be afforded the opportunity to present to the Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Accounting Firm; provided, however, that no such presentation or discussion shall occur without the presence of a Representative of each of Zordich Parent and the Company. The determination of the Accounting Firm shall be limited to the disagreements submitted to the Accounting Firm. The determination of the amount of Net Cash or Company Net Cash, as applicable, made by the Accounting Firm shall be made in writing delivered to each of Zordich Parent and the Company, shall be final and binding on Zordich Parent and the Company and shall (absent manifest error) be deemed to have been finally determined for purposes of this Agreement and to represent the Final Parent Net Cash or Company Net Cash, as applicable, at the Cash Determination Time for purposes of this Agreement. The Parties parties shall delay the Closing until the resolution of the matters described in this Section 2.8(i3.6(e). The fees and expenses of the Accounting Firm shall be allocated between Zordich Parent and the Company in the same proportion that the disputed amount of the Net Cash or Company Net Cash, as applicable, that was unsuccessfully disputed amount by such Party party (as finally determined by the Accounting Firm) bears to the total disputed amount of the Net Cash amount and such portion of the costs and expenses of the Accounting Firm borne by the Company and any other fees, costs or expenses incurred by the Company following the Anticipated Meeting Date in connection with the procedures set forth in this Section 3.6(e) shall be deducted from the final determination of the amount of Net Cash amountCash, to the extent of available amounts. If this Section 2.8(i3.6(e) applies as to the determination of the Final Parent Net Cash or the Company Net Cash at the Cash Determination Time described in Section 2.8(a3.6(a), upon resolution of the matter in accordance with this Section 2.8(i3.6(e), the Parties parties shall not be required to determine Net Cash or Company the Net Cash again even though the Closing Date may occur later than the Anticipated Closing Meeting Date. Notwithstanding anything else in this Agreement, except that either Zordich and Parent shall redetermine the Company may request a redetermination of Net Cash or Company Final Parent Net Cash if the Closing Date is more than 30 ten calendar days after the Anticipated Closing Meeting Date. (j) All determinations made pursuant to this Section 2.8 shall be null and void, and the Parties shall again comply with the provisions of this Section 2.8, ab initio, in the event that for any reason the Required Zordich Stockholder Vote is not obtained within thirty (30) days of the Determination Date.

Calculation of Net Cash. (a) For the purposes of this Agreement, the “Determination Date” shall be the date that is ten (10) calendar days prior to the anticipated date for Closing, as agreed upon by Parent and Company at least ten (10) calendar days prior to the Parent Stockholders’ Meeting (the “Anticipated Closing Date”). No later than the Determination Date, Zordich will Parent shall deliver to the Company a schedule (the “Net Cash Schedule”) setting forth, in reasonable detail, ZordichParent’s good faith, estimated calculation of Net Cash as of the Anticipated Closing Date (using an estimate of each component thereof as of such date, and to the extent any such component is based on a number computed pursuant to GAAP, as determined in a manner substantially consistent with the manner in which such component was determined for Parent’s most recent SEC filings) (the “Net Cash Calculation” and the date of delivery of such schedule being the “Delivery Date”) as of the close of business on the last Business Day prior to the Anticipated Closing Date (the “Cash Determination Time”) prepared and certified by ZordichParent’s Chief Financial Officer (or if there is no Chief Financial Officer, the principal accounting officer for Parent). Zordich Parent shall make available to the Company, as reasonably requested by the Company, the work papers and back-up materials used or useful in preparing the Net Cash Schedule and, if reasonably requested by the Company, Zordich’s accountants and counsel at reasonable times and upon reasonable notice. The Net Cash Calculation shall include Zordich’s determination, as of the Cash Determination Time, of the defined terms in Section 1.1(a) necessary to calculate the Exchange Ratio. (b) No later than the Determination Date, the Company will deliver to Zordich a schedule (the “Company Net Cash Schedule”) setting forth, in reasonable detail, the Company’s good faith, estimated calculation of Company Net Cash (the “Company Net Cash Calculation”) and the date of delivery of such schedule being the “Company Net Cash Delivery Date”) as of the close of business on the last Business Day prior to the Anticipated Closing Date (the “Company Cash Determination Time”) prepared and certified by the Company’s Chief Financial Officer. The Company shall make available to Zordich, as reasonably requested in writing by ZordichCompany, the work papers and back-up materials used or useful in preparing the available to Company Net Cash Schedule and, if reasonably requested in writing by ZordichCompany, the Company’s its accountants and counsel at reasonable times and upon reasonable notice. (cb) No later than Within three (3) days Business Days after Parent delivers the Delivery Date Net Cash Schedule (the last day of such period, the “Response Date”), the Company shall have the right to dispute any part of the such Net Cash Calculation Schedule by delivering a written notice to that effect to Zordich Parent (a “Dispute Notice”). Any Dispute Notice shall identify in reasonable detail and to the extent known the nature and amounts of any proposed revisions to the Net Cash Calculation and will be accompanied by reasonably detailed materials supporting the basis for such revisionsCalculation. (dc) No later than three (3) days after the Company Net Cash Delivery Date (the last day of such period, the “Company Net Cash Response Date”), Zordich shall have the right to dispute any part of the Company Net Cash Calculation by delivering a written notice to that effect to the Company (a “Company Net Cash Dispute Notice”). Any Company Net Cash Dispute Notice shall identify in reasonable detail and to the extent known the nature and amounts of any proposed revisions to the Company Net Cash Calculation and will be accompanied by reasonably detailed materials supporting the basis for such revisions. (e) If, If on or prior to the Response Date, the (i) Company notifies Zordich Parent in writing that it has no objections to the Net Cash Calculation or, if on the Response Date, the or (ii) Company fails to deliver a Dispute Notice as provided in Section 2.8(c1.10(b), then the Net Cash Calculation as set forth in the Net Cash Schedule shall be deemed deemed, subject to the terms of Section 1.10(f), to have been finally determined for purposes of this Agreement and to represent the Net Cash at the Cash Determination Time Anticipated Closing Date for purposes of this Agreement. (f) If, on or prior to the Company Net Cash Response Date, Zordich notifies the Company in writing that it has no objections to the Company Net Cash Calculation or, if on the Company Net Cash Response Date, Zordich fails to deliver a Company Net Cash Dispute Notice as provided in Section 2.8(d), then the Company Net Cash Calculation as set forth in the Company Net Cash Schedule shall be deemed to have been finally determined for purposes of this Agreement and to represent the Company Net Cash at the Cash Determination Time for purposes of this Agreement. (gd) If the Company delivers a Dispute Notice on or prior to the Response Date, then Representatives of Zordich Parent and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of Net Cash, which agreed upon Net Cash amount shall be deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash at the Cash Determination Time Anticipated Closing Date for purposes of this Agreement. (h) If Zordich delivers a Company Net Cash Dispute Notice on or prior to the Company Net Cash Response Date, then Representatives of Zordich and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of Company Net Cash, which agreed upon Company Net Cash amount shall be deemed to have been finally determined for purposes of this Agreement and to represent the Company Net Cash at the Cash Determination Time for purposes of this Agreement. (ie) If Representatives of Zordich Parent and the Company are unable to negotiate an agreed-upon determination of Net Cash or Company Net Cash, as applicable, as of at the Cash Determination Time Anticipated Closing Date pursuant to Section 2.8(g) or Section 2.8(h1.10(d) within three (3) calendar days after delivery of the Dispute Notice (or such other period as Zordich Parent and the Company may mutually agree upon), then any remaining disagreements as to the calculation of Net Cash or Parent and Company Net Cash, as applicable, shall be referred to jointly select an independent auditor of recognized national standing jointly selected by Zordich and the Company. If the parties are unable to select an independent auditor within five days, then either Zordich or the Company may thereafter request that the Boston, Massachusetts Office of the American Arbitration Association (“AAA”) make such selection (either the independent auditor jointly selected by both parties or such independent auditor selected by the AAA, the “Accounting Firm”)) to resolve any remaining disagreements as to the Net Cash Calculation. Zordich and the Company Parent shall promptly deliver to the Accounting Firm the work papers and back-up materials used in preparing the Net Cash Schedule or Company Net Cash Schedule, as applicable, and the Dispute Notice Parent and the Company Net Cash Dispute Notice, and Zordich and the Company shall use commercially reasonable efforts to cause the Accounting Firm to make its determination within 5 Business Days seven (7) calendar days of accepting its selection. Zordich Company and the Company Parent shall be afforded the opportunity to present to the Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Accounting Firm; provided, however, that no such presentation or discussion shall occur without the presence of a Representative of each of Zordich Company and the CompanyParent. The determination of the Accounting Firm shall be limited to the disagreements submitted to the Accounting Firm. The determination of the amount of Net Cash or Company Net Cash, as applicable, made by the Accounting Firm shall be made in writing delivered to each of Zordich and the Company, shall be final and binding on Zordich and the Company and shall (absent manifest error) be deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash or Company Net Cash, as applicable, at the Cash Determination Time Anticipated Closing Date for purposes of this Agreement. The , and the Parties shall delay the Closing until the resolution of the matters described in this Section 2.8(i1.10(e). The fees and expenses of the Accounting Firm shall be allocated between Zordich Parent and the Company in the same proportion that the disputed amount of the Net Cash or Company Net Cash, as applicable, that was unsuccessfully disputed by such Party (as finally determined by the Accounting Firm) bears to the total disputed amount of the Net Cash or Company amount. (f) Following the final determination of Net Cash amount. If this Section 2.8(i) applies as to the determination of the Net Cash or the Company Net Cash at the Cash Determination Time described in Section 2.8(a), upon resolution of the matter Anticipated Closing Date in accordance with this Section 2.8(i1.10 (either as a result of the mutual agreement of the parties or the determination of the Accounting Firm), the Parties shall not be required to determine Net Cash or Company Net Cash again even though the Closing Date may occur later than the Anticipated Closing Date, except that either Zordich and the Company Party may request a redetermination of Net Cash or Company Net Cash if the Closing Date is more than 30 days fifteen (15) Business Days after the Anticipated Closing Date (including as a result of the engagement of the Accounting Firm), in which event the procedures set forth in this Section 1.10 shall once again apply and the parties shall select a new Anticipated Closing Date. (j) All determinations made pursuant to this Section 2.8 shall be null and void, and the Parties shall again comply with the provisions of this Section 2.8, ab initio, in the event that for any reason the Required Zordich Stockholder Vote is not obtained within thirty (30) days of the Determination Date.

Calculation of Net Cash. (a) No later Not less than fifteen (15) calendar days prior to the Determination anticipated date for Closing (the “Anticipated Closing Date”), Zordich Parent will deliver to Company the Company a schedule (the “Estimated Net Cash Schedule”) Schedule setting forth, in reasonable detail, ZordichParent’s good faith, estimated calculation of Net Cash (the “Net Cash Calculation” and the date of delivery of such schedule being schedule, the “Delivery Determination Date”) ), it being agreed that the Net Cash Calculation shall take into account liabilities reasonably anticipated to be incurred prior to and as of the close Closing. Within two (2) Business Days following the Determination Date, Parent will deliver to Company the Net Cash Certificate as of business on the last Business Day prior to the Anticipated Closing such Determination Date (the “Cash Determination Time”) prepared by Parent and certified executed by ZordichParent’s Chief Financial Officerchief executive officer. Zordich shall Parent will make available to the Company, as reasonably requested by the Company, the work papers and back-up materials used or useful in preparing the Estimated Net Cash Schedule and the Net Cash Certificate, and the personnel of Parent that participated in preparing the Estimated Net Cash Schedule and the Net Cash Certificate, available to Company and, if reasonably requested by the Company, Zordich’s accountants and counsel at reasonable times and upon reasonable notice. The Net Cash Calculation shall include Zordich’s determination, as of the Cash Determination Time, of the defined terms in Section 1.1(a) necessary to calculate the Exchange Ratio. (b) No later than the Determination Date, the Company will deliver to Zordich a schedule (the “Company Net Cash Schedule”) setting forth, in reasonable detail, the Company’s good faith, estimated calculation of Company Net Cash (the “Company Net Cash Calculation”) and the date of delivery of such schedule being the “Company Net Cash Delivery Date”) as of the close of business on the last Business Day prior to the Anticipated Closing Date (the “Company Cash Determination Time”) prepared and certified by the Company’s Chief Financial Officer. The Company shall make available to Zordich, as reasonably requested by Zordich, the work papers and back-up materials used or useful in preparing the Company Net Cash Schedule and, if reasonably requested by Zordich, the Company’s its accountants and counsel at reasonable times and upon reasonable notice. (cb) No later than Within three (3) calendar days after Parent delivers either (or each) of the Delivery Date Estimated Net Cash Schedule or the Net Cash Certificate (the last day of such period, the a “Response Date”), the Company shall will have the right to dispute any part of the Estimated Net Cash Calculation Schedule or the Net Cash Certificate by delivering a written notice to that effect to Zordich Parent (a “Dispute Notice”). Any Dispute Notice shall identify in reasonable detail and to the extent known the nature and amounts of any proposed revisions to the Net Cash Calculation and will be accompanied by reasonably detailed materials supporting the basis for such revisions. (dc) No later than three (3) days after the Company Net Cash Delivery Date (the last day of such period, the “Company Net Cash Response Date”), Zordich shall have the right to dispute any part of the Company Net Cash Calculation by delivering a written notice to that effect to the Company (a “Company Net Cash Dispute Notice”). Any Company Net Cash Dispute Notice shall identify in reasonable detail and to the extent known the nature and amounts of any proposed revisions to the Company Net Cash Calculation and will be accompanied by reasonably detailed materials supporting the basis for such revisions. (e) If, If on or prior to the any Response Date, the (i) Company notifies Zordich Parent in writing that it has no objections to the Estimated Net Cash Calculation orSchedule or the Net Cash Certificate, if on the Response Dateas applicable, the or (ii) Company fails to deliver a Dispute Notice as provided in Section 2.8(c1.12(b), then the Net Cash Calculation as set forth in the Net Cash Schedule shall Certificate will be deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash at the Cash Determination Time Date for purposes of this Agreement, and Parent will not be required to determine the Net Cash again provided that the Closing Date occurs no later than five (5) calendar days after the Anticipated Closing Date unless additional material liabilities have accrued between the Anticipated Closing Date and the Closing Date, in which case the Parent will be required to determine the Net Cash again prior to the Closing Date taking into account such additional material liabilities. (f) If, on or prior to the Company Net Cash Response Date, Zordich notifies the Company in writing that it has no objections to the Company Net Cash Calculation or, if on the Company Net Cash Response Date, Zordich fails to deliver a Company Net Cash Dispute Notice as provided in Section 2.8(d), then the Company Net Cash Calculation as set forth in the Company Net Cash Schedule shall be deemed to have been finally determined for purposes of this Agreement and to represent the Company Net Cash at the Cash Determination Time for purposes of this Agreement. (gd) If the Company delivers a Dispute Notice on or prior to the applicable Response Date, then Representatives of Zordich Parent and the Company shall will promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of the Net Cash, which agreed upon Net Cash amount shall will be deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash at the Cash Determination Time Date for purposes of this Agreement. (h) If Zordich delivers a Company Net Cash Dispute Notice on or prior to the Company Net Cash Response Date, then Representatives of Zordich and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of Company Net Cash, which agreed upon Company Net Cash amount shall be deemed to have been finally determined for purposes of this Agreement and to represent the Company Net Cash at the Cash Determination Time for purposes of this Agreement. (ie) If Representatives of Zordich Parent and the Company are unable to negotiate an agreed-upon determination of the Net Cash or Company Net Cash, as applicable, as of at the Cash Determination Time Date pursuant to Section 2.8(g) or Section 2.8(h1.12(d) within three (3) calendar days after delivery of the Dispute Notice (or such other period as Zordich Parent and the Company may mutually agree upon), then Deloitte & Touche LLP or, if Deloitte & Touche LLP is not able to so act without compromising its status as an independent auditor of Parent, such other independent auditor of recognized national standing as may be agreed by Parent and Company (the “Reviewing Accounting Firm”) will be engaged to resolve any remaining disagreements as to the calculation of Net Cash or Company Net Cash, as applicable, shall be referred to an independent auditor of recognized national standing jointly selected by Zordich and the CompanyCalculation. If the parties are unable to select an independent auditor within five days, then either Zordich or the Company may thereafter request that the Boston, Massachusetts Office of the American Arbitration Association (“AAA”) make such selection (either the independent auditor jointly selected by both parties or such independent auditor selected by the AAA, the “Accounting Firm”). Zordich and the Company shall Parent will promptly deliver to the Reviewing Accounting Firm the work papers and back-up materials used in preparing the Estimated Net Cash Schedule or Company the Net Cash Schedule, as applicable, Certificate and the Dispute Notice Parent and the Company Net Cash Dispute Notice, and Zordich and the Company shall will use commercially reasonable their best efforts to cause the Reviewing Accounting Firm to make its determination within 5 Business Days ten (10) calendar days of accepting its selection. Zordich Company and the Company shall Parent will be afforded the opportunity to present to the Reviewing Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Reviewing Accounting Firm; provided, however, that no such presentation or discussion shall will occur without the presence of a Representative of each of Zordich Company and the CompanyParent. The determination of the Reviewing Accounting Firm shall will be limited to the disagreements submitted to the Reviewing Accounting Firm. The determination of the amount of the Net Cash or Company Net Cash, as applicable, made by the Reviewing Accounting Firm shall will be made in writing delivered to each of Zordich Parent and the Company, shall will be final and binding on Zordich and the Company and shall (absent manifest error) Parent and will be deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash or Company Net Cash, as applicable, at the Cash Determination Time Date for purposes of this Agreement. The Parties shall delay the Closing until the resolution of the matters described in this Section 2.8(i). The fees and expenses of the Reviewing Accounting Firm shall will be allocated between Zordich Parent and the Company in the same proportion that the disputed amount of the Net Cash or Company Net Cash, as applicable, that was unsuccessfully disputed by such Party (as finally determined by the Reviewing Accounting Firm) bears to the total disputed amount of the Net Cash or Company Net Cash amount. If this Section 2.8(i1.12(e) applies as to the determination of the Net Cash or the Company Net Cash at the Cash Determination Time described in Section 2.8(a)Date, upon resolution of the matter in accordance with this Section 2.8(i1.12(e), the Parties shall will not be required to determine Net Cash or Company the Net Cash again even though the Closing Date may occur later than the Anticipated Closing Date; provided, except however, that either Zordich and the Company may request a redetermination of Net Cash or Company Net Cash if the Closing Date is more than 30 fifteen (15) days after the Anticipated Closing Date. (j) All determinations made pursuant to this Section 2.8 , the Review Accounting Firm shall be null and void, and the Parties shall again comply with the provisions of this Section 2.8, ab initio, in the event that for instructed to make such reasonable adjustments as required to reflect any reason the Required Zordich Stockholder Vote is not obtained within thirty (30) days of the Determination Datesuch delay.

Calculation of Net Cash. (a) No later than the Determination DateParent and Company shall agree, Zordich will deliver at least ten Business Days prior to the Company Special Meeting, upon an anticipated date for Closing (the “First Anticipated Closing Date”). At least five Business Days prior to the First Anticipated Closing Date, but not more than ten Business Days prior to such date, the Company shall deliver to Parent a schedule (the a “Net Cash ScheduleStatement”) in substantially the form of Schedule 2.10 attached hereto, setting forth, in reasonable detail, ZordichCompany’s good faith, estimated calculation estimate of Net Cash (the “Estimated Net Cash Calculation” and the date of delivery of such schedule being the “Delivery DateCash”) as of the close of business on the last Business Day prior to the First Anticipated Closing Date (the “Cash Determination Time”) prepared and certified by Zordich’s Chief Financial OfficerDate. Zordich The Company shall make available to the Company, as reasonably requested by the Company, the work papers and back-up materials used or useful in preparing the applicable Net Cash Schedule and, if reasonably requested by the Company, Zordich’s accountants and counsel at reasonable times and upon reasonable notice. The Net Cash Calculation shall include Zordich’s determination, as of the Cash Determination Time, of the defined terms in Section 1.1(a) necessary to calculate the Exchange Ratio. (b) No later than the Determination Date, the Company will deliver to Zordich a schedule (the “Company Net Cash Schedule”) setting forth, in reasonable detail, the Company’s good faith, estimated calculation of Company Net Cash (the “Company Net Cash Calculation”) and the date of delivery of such schedule being the “Company Net Cash Delivery Date”) as of the close of business on the last Business Day prior to the Anticipated Closing Date (the “Company Cash Determination Time”) prepared and certified by the Company’s Chief Financial Officer. The Company shall make available to ZordichParent and its accountants, as reasonably requested by Zordich, the work papers counsel and back-up materials used or useful in preparing the Company Net Cash Schedule and, if reasonably requested by Zordich, the Company’s accountants and counsel other advisors at reasonable times and upon reasonable notice. (cb) No later than three (3) days Within ten Business Days after the Delivery Date Company delivers the applicable Net Cash Statement (the last day of such period, the a “Response Lapse Date”), the Company Parent shall have the right to dispute any part of the such Net Cash Calculation Statement by delivering a written notice to that effect to Zordich the Company (a “Dispute Notice”). Any Dispute Notice shall identify in reasonable detail and to the extent known the nature and amounts of any proposed revisions to the applicable Estimated Net Cash Calculation and will be accompanied by reasonably detailed materials supporting the basis for such revisionsCash. (dc) No later than three (3) days after the Company Net Cash Delivery Date (the last day of such period, the “Company Net Cash Response Date”), Zordich shall have the right to dispute any part of the Company Net Cash Calculation by delivering a written notice to that effect to the Company (a “Company Net Cash Dispute Notice”). Any Company Net Cash Dispute Notice shall identify in reasonable detail and to the extent known the nature and amounts of any proposed revisions to the Company Net Cash Calculation and will be accompanied by reasonably detailed materials supporting the basis for such revisions. (e) If, If on or prior to the Response any Lapse Date, (i) Parent notifies the Company notifies Zordich in writing that it has no objections to the applicable Estimated Net Cash Calculation or, if on the Response Date, the Company or (ii) Parent fails to deliver a Dispute Notice as provided in Section 2.8(c)above, then the Estimated Net Cash Calculation as set forth in the Net Cash Schedule Statement shall be deemed deemed, on the date of such notification (in the case of (i) above) or on the applicable Lapse Date (in the case of (ii) above) (the applicable date being referred to herein as the “Non-Dispute Net Cash Determination Date”), to have been finally determined for purposes of this Agreement and to represent the Net Cash at the Cash Determination Time Closing for purposes of this Agreementcalculating the Initial Closing Shares pursuant to Section 2.11 so long as Closing occurs within five Business Days after the applicable Non-Dispute Net Cash Determination Date. (f) If, on or prior to the Company Net Cash Response Date, Zordich notifies the Company in writing that it has no objections to the Company Net Cash Calculation or, if on the Company Net Cash Response Date, Zordich fails to deliver a Company Net Cash Dispute Notice as provided in Section 2.8(d), then the Company Net Cash Calculation as set forth in the Company Net Cash Schedule shall be deemed to have been finally determined for purposes of this Agreement and to represent the Company Net Cash at the Cash Determination Time for purposes of this Agreement. (gd) If the Company Parent delivers a Dispute Notice on or prior to the Response applicable Lapse Date, then Representatives of Zordich and the Company and Parent shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of Net CashCash as of a particular date to be agreed to by the Company and Parent, which agreed upon Net Cash amount shall be deemed deemed, on the date of agreement between Parent and the Company as to have been finally determined such amount (a “Dispute Net Cash Determination Date”), to be the final determination for purposes of this Agreement and to represent the of Net Cash at the Cash Determination Time Closing for purposes of this Agreementcalculating the Initial Closing Shares pursuant to Section 2.11 so long as Closing occurs within five Business Days after the applicable Dispute Net Cash Determination Date. (h) If Zordich delivers a Company Net Cash Dispute Notice on or prior to the Company Net Cash Response Date, then Representatives of Zordich and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of Company Net Cash, which agreed upon Company Net Cash amount shall be deemed to have been finally determined for purposes of this Agreement and to represent the Company Net Cash at the Cash Determination Time for purposes of this Agreement. (ie) If Representatives of Zordich Parent and the Company Company, pursuant to clause (d) above, are unable to negotiate an agreed-upon determination of Net Cash or Company Net Cash, as applicable, as of the Cash Determination Time pursuant a particular date to Section 2.8(g) or Section 2.8(h) within three days after delivery of the Dispute Notice (or such other period as Zordich and the Company may mutually agree upon), then any remaining disagreements as be agreed to the calculation of Net Cash or Company Net Cash, as applicable, shall be referred to an independent auditor of recognized national standing jointly selected by Zordich Parent and the Company. If the parties are unable to select an independent auditor , or if Closing does not occur within five daysBusiness Days after an applicable Non-Dispute Net Cash Determination Date or an applicable Dispute Net Cash Determination Date, then either Zordich or the Company may thereafter request that the Boston, Massachusetts Office of the American Arbitration Association (“AAA”) make such selection (either the independent auditor jointly selected by both parties or such independent auditor selected by the AAA, the “Accounting Firm”). Zordich Parent and the Company shall promptly deliver to agree upon a new anticipated date for Closing (a “Subsequent Anticipated Closing Date”) and thereafter follow the Accounting Firm procedures set forth in Sections (a) through (d) above as many times as is reasonably necessary (and replacing the work papers and back-up materials used First Anticipated Closing Date with the Subsequent Anticipated Closing Date in preparing the each instance) until Net Cash Schedule or Company Net Cash Schedule, as applicable, and at Closing for purposes of calculating the Dispute Notice and the Company Net Cash Dispute Notice, and Zordich and the Company shall use commercially reasonable efforts Initial Closing Shares pursuant to cause the Accounting Firm to make its determination within 5 Business Days of accepting its selection. Zordich and the Company shall be afforded the opportunity to present to the Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Accounting Firm; provided, however, that no such presentation or discussion shall occur without the presence of a Representative of each of Zordich and the Company. The determination of the Accounting Firm shall be limited to the disagreements submitted to the Accounting Firm. The determination of the amount of Net Cash or Company Net Cash, as applicable, made by the Accounting Firm shall be made in writing delivered to each of Zordich and the Company, shall be final and binding on Zordich and the Company and shall (absent manifest error) be Section 2.11 is deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash or Company Net Cash, as applicable, at the Cash Determination Time for purposes of this Agreement. The Parties shall delay the Closing until the resolution of the matters described in this Section 2.8(i). The fees and expenses of the Accounting Firm shall be allocated between Zordich and the Company in the same proportion that the disputed amount of the Net Cash or Company Net Cash, as applicable, that was unsuccessfully disputed by such Party (as finally determined by the Accounting Firm) bears to the total disputed amount of the Net Cash or Company Net Cash amount. If this Section 2.8(i) applies as to the determination of the Net Cash or the Company Net Cash at the Cash Determination Time described in Section 2.8(a), upon resolution of the matter in accordance with this Section 2.8(i), the Parties shall not be required to determine Net Cash or Company Net Cash again even though the Closing Date may occur later than the Anticipated Closing Date, except that either Zordich and the Company may request a redetermination of Net Cash or Company Net Cash if the Closing Date is more than 30 days after the Anticipated Closing Date. (j) All determinations made pursuant to this Section 2.8 shall be null and void, and 2.10. Notwithstanding the Parties shall again comply with the provisions of this Section 2.8, ab initioforegoing, in the event that Parent and the Company reach a point in negotiation at which the difference in their respective determinations of Net Cash for any reason purposes of this Section 2.11 is equal to or less than $100,000, Parent and the Required Zordich Stockholder Vote is not obtained within thirty (30) days Company shall agree to split the difference of such amount and set the Net Cash at Closing at the mid-point between their respective determinations of Net Cash. In the event that Parent and the Company are unable to agree upon a determination of Net Cash as of a particular date for purposes of this Section 2.10 prior to February 15, 2010, they agree to submit the dispute to final and binding arbitration in accordance with the rules for commercial arbitration of the Determination DateAmerican Arbitration Association, to be arbitrated in San Francisco, CA., and the non-prevailing party of such arbitration shall be responsible for all fees, expenses and administrative costs related to such arbitration. For purposes of this Section 2.10, the following terms shall have the following meanings:

Calculation of Net Cash. (a) No later Not less than ten (10) Business Days prior to the Determination anticipated date for the Parent Stockholder Meeting as mutually agreed in good faith by Parent and the Company (the “Anticipated Meeting Date”), Zordich Parent will deliver to the Company a certificate signed by an officer of Parent in the form reasonably acceptable to the Company setting forth a schedule (the “Parent Net Cash Schedule”, and the date of delivery of the Parent Net Cash Schedule, the “Delivery Date”) setting forth, in reasonable detail, ZordichParent’s good faith, estimated calculation of Net Cash (the “Parent Net Cash Calculation” and the date of delivery of such schedule being the “Delivery Date”) as of the close of business on the last Business Day prior to the Anticipated Closing Date (the “Cash Determination Time”) prepared and certified by ZordichParent’s Chief Financial Officerchief financial officer (or if there is no chief financial officer at such time, the principal financial and accounting officer for Parent). Zordich Parent shall make available to the CompanyCompany (electronically to the greatest extent possible), as reasonably requested by the Company, the work papers and back-up materials (including all relevant invoices and similar evidence of outstanding obligations) used or useful in preparing the Parent Net Cash Schedule and, if reasonably requested by the Company, Zordich’s accountants and counsel at reasonable times and upon reasonable notice. The Net Cash Calculation shall include Zordich’s determination, as of the Cash Determination Time, of the defined terms in Section 1.1(a) necessary to calculate the Exchange Ratio. (b) No later than the Determination Date, the Company will deliver to Zordich a schedule (the “Company Net Cash Schedule”) setting forth, in reasonable detail, the Company’s good faith, estimated calculation of Company Net Cash (the “Company Net Cash Calculation”) and the date of delivery of such schedule being the “Company Net Cash Delivery Date”) as of the close of business on the last Business Day prior to the Anticipated Closing Date (the “Company Cash Determination Time”) prepared and certified by the Company’s Chief Financial Officer. The Company shall make available to Zordich, as reasonably requested by Zordich, the work papers and back-up materials used or useful in preparing the Company Net Cash Schedule and, if reasonably requested by Zordich, the CompanyXxxxxx’s accountants and counsel at reasonable times and upon reasonable notice. (cb) No later than three Within five (35) days Business Days after the Delivery Date (the last day of such period, the “Response Date”), the Company shall have the right to dispute any part of the Parent Net Cash Calculation by delivering a written notice to that effect to Zordich Parent (a “Dispute Notice”). Any Dispute Notice shall identify in reasonable detail and to the extent known the nature and amounts of any proposed revisions to the Parent Net Cash Calculation and will be accompanied by reasonably detailed materials supporting the basis for such revisionsCalculation. (d) No later than three (3) days after the Company Net Cash Delivery Date (the last day of such period, the “Company Net Cash Response Date”), Zordich shall have the right to dispute any part of the Company Net Cash Calculation by delivering a written notice to that effect to the Company (a “Company Net Cash Dispute Notice”). Any Company Net Cash Dispute Notice shall identify in reasonable detail and to the extent known the nature and amounts of any proposed revisions to the Company Net Cash Calculation and will be accompanied by reasonably detailed materials supporting the basis for such revisions. (ec) If, on or prior to the Response Date, the Company notifies Zordich Parent in writing that it has no objections to the Parent Net Cash Calculation or, if prior to 5:00 p.m. (New York City time) on the Response Date, the Company fails has failed to deliver a Dispute Notice as provided in Section 2.8(c3.7(b), then the Parent Net Cash Calculation as set forth in the Parent Net Cash Schedule shall be deemed to have been finally determined for purposes of this Agreement and to represent the Parent Net Cash at the Cash Determination Time (the “Final Parent Net Cash”) for purposes of this Agreement. (f) If, on or prior to the Company Net Cash Response Date, Zordich notifies the Company in writing that it has no objections to the Company Net Cash Calculation or, if on the Company Net Cash Response Date, Zordich fails to deliver a Company Net Cash Dispute Notice as provided in Section 2.8(d), then the Company Net Cash Calculation as set forth in the Company Net Cash Schedule shall be deemed to have been finally determined for purposes of this Agreement and to represent the Company Net Cash at the Cash Determination Time for purposes of this Agreement. (gd) If the Company delivers a Dispute Notice on or prior to 5:00 p.m. (New York City time) on the Response Date, then Representatives of Zordich Parent and the Company shall promptly meet promptly, and in no event later than one calendar day after the Response Date, communicate and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of Net Cash, which agreed upon Net Cash amount (if so resolved) shall be deemed to have been finally determined for purposes of this Agreement and to represent the Final Parent Net Cash at the Cash Determination Time for purposes of this Agreement. (h) If Zordich delivers a Company Net Cash Dispute Notice on or prior to the Company Net Cash Response Date, then Representatives of Zordich and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of Company Net Cash, which agreed upon Company Net Cash amount shall be deemed to have been finally determined for purposes of this Agreement and to represent the Company Net Cash at the Cash Determination Time for purposes of this Agreement. (i) If Representatives of Zordich and the Company are unable to negotiate an agreed-upon determination of Net Cash or Company Net Cash, as applicable, as of the Cash Determination Time pursuant to Section 2.8(g) or Section 2.8(h) within three days after delivery of the Dispute Notice (or such other period as Zordich and the Company may mutually agree upon), then any remaining disagreements as to the calculation of Net Cash or Company Net Cash, as applicable, shall be referred to an independent auditor of recognized national standing jointly selected by Zordich and the Company. If the parties are unable to select an independent auditor within five days, then either Zordich or the Company may thereafter request that the Boston, Massachusetts Office of the American Arbitration Association (“AAA”) make such selection (either the independent auditor jointly selected by both parties or such independent auditor selected by the AAA, the “Accounting Firm”). Zordich and the Company shall promptly deliver to the Accounting Firm the work papers and back-up materials used in preparing the Net Cash Schedule or Company Net Cash Schedule, as applicable, and the Dispute Notice and the Company Net Cash Dispute Notice, and Zordich and the Company shall use commercially reasonable efforts to cause the Accounting Firm to make its determination within 5 Business Days of accepting its selection. Zordich and the Company shall be afforded the opportunity to present to the Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Accounting Firm; provided, however, that no such presentation or discussion shall occur without the presence of a Representative of each of Zordich and the Company. The determination of the Accounting Firm shall be limited to the disagreements submitted to the Accounting Firm. The determination of the amount of Net Cash or Company Net Cash, as applicable, made by the Accounting Firm shall be made in writing delivered to each of Zordich and the Company, shall be final and binding on Zordich and the Company and shall (absent manifest error) be deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash or Company Net Cash, as applicable, at the Cash Determination Time for purposes of this Agreement. The Parties shall delay the Closing until the resolution of the matters described in this Section 2.8(i). The fees and expenses of the Accounting Firm shall be allocated between Zordich and the Company in the same proportion that the disputed amount of the Net Cash or Company Net Cash, as applicable, that was unsuccessfully disputed by such Party (as finally determined by the Accounting Firm) bears to the total disputed amount of the Net Cash or Company Net Cash amount. If this Section 2.8(i) applies as to the determination of the Net Cash or the Company Net Cash at the Cash Determination Time described in Section 2.8(a), upon resolution of the matter in accordance with this Section 2.8(i), the Parties shall not be required to determine Net Cash or Company Net Cash again even though the Closing Date may occur later than the Anticipated Closing Date, except that either Zordich and the Company may request a redetermination of Net Cash or Company Net Cash if the Closing Date is more than 30 days after the Anticipated Closing Date. (j) All determinations made pursuant to this Section 2.8 shall be null and void, and the Parties shall again comply with the provisions of this Section 2.8, ab initio, in the event that for any reason the Required Zordich Stockholder Vote is not obtained within thirty (30) days of the Determination Date.

Calculation of Net Cash. (a) No later Not less than five (5) calendar days prior to the Determination anticipated date for Closing (the “Anticipated Closing Date”), Zordich Company will deliver to the Company F-Star a schedule (the “Net Cash Schedule”) setting forth, in reasonable detail, ZordichCompany’s good faith, estimated calculation of Net Cash (the “Net Cash Calculation” and the date of delivery of such schedule being schedule, the “Delivery Date”) as of the close of business on the last Business Day prior to the Anticipated Closing Date (the “Cash Determination Time”) prepared and certified by ZordichCompany’s Chief Financial Officer (or if there is no Chief Financial Officer, Company’s principal accounting officer). Zordich Company shall make available to the CompanyF-Star, as reasonably requested by the CompanyF-Star, the work papers and back-up materials used in or useful in preparing reasonably relevant to the preparation of the Net Cash Schedule and, if reasonably requested by the CompanyF-Star, Zordich’s accountants and counsel at reasonable times and upon reasonable notice. The Net Cash Calculation shall include Zordich’s determination, as of the Cash Determination Time, of the defined terms in Section 1.1(a) necessary to calculate the Exchange Ratio. (b) No later than the Determination Date, the Company will deliver to Zordich a schedule (the “Company Net Cash Schedule”) setting forth, in reasonable detail, the Company’s good faith, estimated calculation of Company Net Cash (the “Company Net Cash Calculation”) and the date of delivery of such schedule being the “Company Net Cash Delivery Date”) as of the close of business on the last Business Day prior to the Anticipated Closing Date (the “Company Cash Determination Time”) prepared and certified by the Company’s Chief Financial Officer. The Company shall make available to Zordich, as reasonably requested by Zordich, the work papers and back-up materials used or useful in preparing the Company Net Cash Schedule and, if reasonably requested by Zordich, the Company’s accountants and counsel at reasonable times and upon reasonable advance notice. (cb) No later than Within three (3) calendar days after the Delivery Date (the last day of such period, the “Response Date”), the Company F-Star shall have the right to dispute any part of the Net Cash Calculation by delivering a written notice to that effect to Zordich Company (a “Dispute Notice”). Any Dispute Notice shall identify in reasonable detail and to the extent known the nature and amounts of any proposed revisions to the Net Cash Calculation F-Star reasonably believes to be necessary and will be accompanied by reasonably detailed materials supporting the basis for such revisionsappropriate. (d) No later than three (3) days after the Company Net Cash Delivery Date (the last day of such period, the “Company Net Cash Response Date”), Zordich shall have the right to dispute any part of the Company Net Cash Calculation by delivering a written notice to that effect to the Company (a “Company Net Cash Dispute Notice”). Any Company Net Cash Dispute Notice shall identify in reasonable detail and to the extent known the nature and amounts of any proposed revisions to the Company Net Cash Calculation and will be accompanied by reasonably detailed materials supporting the basis for such revisions. (ec) If, on or prior to the Response Date, the F-Star notifies Company notifies Zordich in writing that it has no objections to the Net Cash Calculation or, if on the Response Date, the Company F-Star fails to deliver a Dispute Notice as provided in Section 2.8(c)1.5(b) by 11:59 p.m. Eastern Time on the Response Date, then the Net Cash Calculation as set forth in the Net Cash Schedule shall be deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash at the Cash Determination Time for all purposes of under this Agreement. (f) If, on or prior to the Company Net Cash Response Date, Zordich notifies the Company in writing that it has no objections to the Company Net Cash Calculation or, if on the Company Net Cash Response Date, Zordich fails to deliver a Company Net Cash Dispute Notice as provided in Section 2.8(d), then the Company Net Cash Calculation as set forth in the Company Net Cash Schedule shall be deemed to have been finally determined for purposes of this Agreement and to represent the Company Net Cash at the Cash Determination Time for purposes of this Agreement. (gd) If the Company F-Star timely delivers a Dispute Notice on or prior to the Response DateCompany, then Representatives of Zordich Company and the Company F-Star shall promptly meet and attempt in good faith to resolve any disputes between them regarding the disputed item(s) Net Cash Calculation and negotiate an agreed-upon determination of Net Cash, which agreed upon Net Cash amount shall be deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash at the Cash Determination Time for all purposes of under this Agreement. (h) If Zordich delivers a Company Net Cash Dispute Notice on or prior to the Company Net Cash Response Date, then Representatives of Zordich and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of Company Net Cash, which agreed upon Company Net Cash amount shall be deemed to have been finally determined for purposes of this Agreement and to represent the Company Net Cash at the Cash Determination Time for purposes of this Agreement. (ie) If Representatives of Zordich Company and the Company F-Star are unable to negotiate an agreed-upon determination of Net Cash or Company Net Cash, as applicable, as of the Cash Determination Time pursuant to Section 2.8(g) or Section 2.8(h1.5(d) within three (3) calendar days after delivery of the Dispute Notice (or such other period as Zordich Company and the Company F-Star may mutually agree upon), then any remaining disagreements as to matters in dispute regarding the calculation of Net Cash or Company Net Cash, as applicable, shall be referred to an independent auditor of recognized national standing jointly selected by Zordich and the Company. If the parties are unable to select an independent auditor within five days, then either Zordich or the Company may thereafter request that the Boston, Massachusetts Office of the American Arbitration Association Xxxxx Xxxxxxxx LLP (“AAA”) make such selection (either the independent auditor jointly selected by both parties or such independent auditor selected by the AAA, the “Accounting Firm”). Zordich and At the Accounting Firm’s request, (i) Company shall promptly make available or deliver to the Accounting Firm the such work papers and back-up materials used by Company in preparing the Net Cash Schedule as the Accounting Firm reasonably requests, and (ii) F-Star shall promptly make available or Company deliver to the Accounting Firm such work papers and back-up materials used by F‑Star in disputing Company’s Net Cash Schedule, Calculation as applicablethe Accounting Firm reasonably requests, and the Dispute Notice Company and the Company Net Cash Dispute Notice, and Zordich and the Company F-Star shall use commercially reasonable efforts to cause the Accounting Firm to make its determination resolve all remaining matters in dispute within 5 five (5) Business Days of accepting its selection. Zordich Company and the Company F-Star shall be afforded the opportunity to present to the Accounting Firm any material related to the unresolved disputes all matters in dispute and to discuss the issues basis for such dispute with the Accounting Firm; provided, however, that no such presentation or discussion shall occur without the presence of a Representative of each of Zordich Company and the CompanyF-Star. The determination of the Accounting Firm shall be limited to the disagreements matters in dispute submitted to the Accounting FirmFirm for final determination. The determination Accounting Firm shall act as an expert and not as an arbitrator and shall be instructed to resolve only such matters relating to the calculation of Net Cash as are then in dispute. The resolution of the matters in dispute made by the Accounting Firm and the resulting calculation of the amount of Net Cash or Company Net Cash, as applicable, made by the Accounting Firm giving effect to such resolution shall be made in writing and delivered to each of Zordich Company and the CompanyF-Star, shall be final and binding on Zordich and the Company and F-Star and shall (absent manifest error) be deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash or Company Net Cash, as applicable, at the Cash Determination Time for all purposes of under this Agreement. The Parties shall delay the Closing until the resolution of the matters described in this Section 2.8(i1.5(e). The fees and expenses of the Accounting Firm shall be allocated between Zordich Company and the Company F-Star in the same proportion that the disputed amount of the Net Cash or Company Net Cash, as applicable, matters in dispute that was were unsuccessfully disputed by such Party (as finally determined by the Accounting Firm) bears to the total disputed amount of all disputed matters resolved by the Net Cash or Company Net Cash amountAccounting Firm. If this Section 2.8(i1.5(e) applies as to the determination of the Net Cash or the Company Net Cash at the Cash Determination Time described in Section 2.8(a1.5(a), upon resolution of the matter matters in dispute in accordance with this Section 2.8(i1.5(e), the Parties shall not be required to determine Net Cash or Company Net Cash again even though the Closing Date may occur later than the Anticipated Closing Date, except that either Zordich and the Company or F-Star may request a redetermination of Net Cash or Company Net Cash (using the principles established by the Accounting Firm in resolving the matters in dispute pursuant to this Section 1.5(e)) if the Closing Date is more than 30 seven (7) calendar days after the Anticipated Closing Date. (jf) All determinations made In the event that Net Cash, as finally determined pursuant to this Section 2.8 1.5, exceeds the Net Cash Limit, Company shall be null declare and void, and pay the Parties shall again comply with Permitted Dividend to holders of Company Common Stock of record as of immediately prior to the provisions of this Section 2.8, ab initio, in the event that for any reason the Required Zordich Stockholder Vote is not obtained within thirty (30) days of the Determination DateClosing.

Calculation of Net Cash. (a) No later than the Determination Closing Date, Zordich Parent will deliver to the Company a schedule (the “Parent Net Cash Schedule”) setting forth, in reasonable detail, ZordichParent’s good faith, estimated calculation of Parent Net Cash (the “Parent Net Cash Calculation” and the date of delivery of such schedule being the “Delivery Date”) as of the close of business 11:59 p.m. on the last Business Day prior to the Anticipated Closing Date (the “Cash Determination Time”) prepared and certified by ZordichParent’s Chief Financial Officerchief financial officer (or if there is no chief financial officer at such time, the principal financial and accounting officer for Parent). Zordich Parent shall make available to the CompanyCompany (electronically to the greatest extent possible), as reasonably requested by the Company, the work papers and back-up backup materials used or useful in preparing the Parent Net Cash Schedule and, if reasonably requested by the Company, ZordichParent’s accountants and counsel at reasonable times and upon reasonable notice. The Parent Net Cash Calculation shall include ZordichParent’s determination, as of the Cash Determination Time, of the defined terms in Section 1.1(a) herein necessary to calculate the Exchange RatioCompany Merger Shares. (b) No later than the Determination Closing Date, the Company will deliver to Zordich Parent a schedule (the “Company Net Cash Schedule”) setting forth, in reasonable detail, the Company’s good faith, estimated calculation of Company Net Cash (the “Company Net Cash Calculation”) and the date of delivery of such schedule being the “Company Net Cash Delivery Date”) as of the close of business on the last Business Day prior to the Anticipated Closing Date (the “Company Cash Determination Time”) Time prepared and certified by the Company’s Chief Financial Officerchief financial officer (or if there is no chief financial officer at such time, the principal financial and accounting officer for the Company). The Company shall make available to ZordichParent (electronically to the greatest extent possible), as reasonably requested by ZordichParent, the work papers and back-up backup materials used or useful in preparing the Company Net Cash Schedule and, if reasonably requested by ZordichParent, the Company’s accountants and counsel at reasonable times and upon reasonable notice. (c) No later than three (3) days after the Delivery Date (the last day of such period, the “Response Date”), the Company shall have the right to dispute any part of the Net Cash Calculation by delivering a written notice to that effect to Zordich (a “Dispute Notice”). Any Dispute Notice shall identify in reasonable detail and to the extent known the nature and amounts of any proposed revisions to the Net Cash Calculation and will be accompanied by reasonably detailed materials supporting the basis for such revisions. (d) No later than three (3) days after the Company Net Cash Delivery Date (the last day of such period, the “Company Net Cash Response Date”), Zordich shall have the right to dispute any part of the The Company Net Cash Calculation by delivering a written notice to that effect to shall include the Company (a “Company Net Cash Dispute Notice”). Any Company Net Cash Dispute Notice shall identify in reasonable detail and to the extent known the nature and amounts of any proposed revisions to the Company Net Cash Calculation and will be accompanied by reasonably detailed materials supporting the basis for such revisions. (e) If, on or prior to the Response Date, the Company notifies Zordich in writing that it has no objections to the Net Cash Calculation or, if on the Response Date, the Company fails to deliver a Dispute Notice as provided in Section 2.8(c), then the Net Cash Calculation as set forth in the Net Cash Schedule shall be deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash at the Cash Determination Time for purposes of this Agreement. (f) If, on or prior to the Company Net Cash Response Date, Zordich notifies the Company in writing that it has no objections to the Company Net Cash Calculation or, if on the Company Net Cash Response Date, Zordich fails to deliver a Company Net Cash Dispute Notice as provided in Section 2.8(d), then the Company Net Cash Calculation as set forth in the Company Net Cash Schedule shall be deemed to have been finally determined for purposes of this Agreement and to represent the Company Net Cash at the Cash Determination Time for purposes of this Agreement. (g) If the Company delivers a Dispute Notice on or prior to the Response Date, then Representatives of Zordich and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of Net Cash, which agreed upon Net Cash amount shall be deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash at the Cash Determination Time for purposes of this Agreement. (h) If Zordich delivers a Company Net Cash Dispute Notice on or prior to the Company Net Cash Response Date, then Representatives of Zordich and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of Company Net Cash, which agreed upon Company Net Cash amount shall be deemed to have been finally determined for purposes of this Agreement and to represent the Company Net Cash at the Cash Determination Time for purposes of this Agreement. (i) If Representatives of Zordich and the Company are unable to negotiate an agreed-upon determination of Net Cash or Company Net Cash, as applicableCompany’s determination, as of the Cash Determination Time pursuant to Section 2.8(g) or Section 2.8(h) within three days after delivery Time, of the Dispute Notice (or such other period as Zordich and defined terms herein necessary to calculate the Company may mutually agree upon), then any remaining disagreements as to the calculation of Net Cash or Company Net Cash, as applicable, shall be referred to an independent auditor of recognized national standing jointly selected by Zordich and the Company. If the parties are unable to select an independent auditor within five days, then either Zordich or the Company may thereafter request that the Boston, Massachusetts Office of the American Arbitration Association (“AAA”) make such selection (either the independent auditor jointly selected by both parties or such independent auditor selected by the AAA, the “Accounting Firm”). Zordich and the Company shall promptly deliver to the Accounting Firm the work papers and back-up materials used in preparing the Net Cash Schedule or Company Net Cash Schedule, as applicable, and the Dispute Notice and the Company Net Cash Dispute Notice, and Zordich and the Company shall use commercially reasonable efforts to cause the Accounting Firm to make its determination within 5 Business Days of accepting its selection. Zordich and the Company shall be afforded the opportunity to present to the Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Accounting Firm; provided, however, that no such presentation or discussion shall occur without the presence of a Representative of each of Zordich and the Company. The determination of the Accounting Firm shall be limited to the disagreements submitted to the Accounting Firm. The determination of the amount of Net Cash or Company Net Cash, as applicable, made by the Accounting Firm shall be made in writing delivered to each of Zordich and the Company, shall be final and binding on Zordich and the Company and shall (absent manifest error) be deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash or Company Net Cash, as applicable, at the Cash Determination Time for purposes of this Agreement. The Parties shall delay the Closing until the resolution of the matters described in this Section 2.8(i). The fees and expenses of the Accounting Firm shall be allocated between Zordich and the Company in the same proportion that the disputed amount of the Net Cash or Company Net Cash, as applicable, that was unsuccessfully disputed by such Party (as finally determined by the Accounting Firm) bears to the total disputed amount of the Net Cash or Company Net Cash amount. If this Section 2.8(i) applies as to the determination of the Net Cash or the Company Net Cash at the Cash Determination Time described in Section 2.8(a), upon resolution of the matter in accordance with this Section 2.8(i), the Parties shall not be required to determine Net Cash or Company Net Cash again even though the Closing Date may occur later than the Anticipated Closing Date, except that either Zordich and the Company may request a redetermination of Net Cash or Company Net Cash if the Closing Date is more than 30 days after the Anticipated Closing DateMerger Shares. (j) All determinations made pursuant to this Section 2.8 shall be null and void, and the Parties shall again comply with the provisions of this Section 2.8, ab initio, in the event that for any reason the Required Zordich Stockholder Vote is not obtained within thirty (30) days of the Determination Date.

Calculation of Net Cash. (a) No later than ten (10) days prior to the Anticipated Closing Date (the “Net Cash Determination Date”), Zordich Check-Cap will deliver to the Company Nobul a schedule (the “Net Cash Schedule”) setting forth, in reasonable detail, ZordichCheck-Cap’s good faith, estimated calculation of Net Cash (the “Net Cash Calculation” and the date of delivery of such schedule being the “Net Cash Schedule Delivery Date”) as of the close of business on the last Business Day prior to the Anticipated Closing Date (the “Net Cash Determination Time”) ), which Net Cash Schedule shall be prepared and certified by ZordichCheck-Cap’s Chief Financial Officer. Zordich Check-Cap shall make reasonably available to the CompanyNobul, as reasonably requested by the CompanyXxxxx, the work papers and back-up materials used or useful in preparing the Net Cash Schedule and, if reasonably requested by the CompanyXxxxx, Zordich’s accountants and counsel at reasonable times and upon reasonable notice. The Net Cash Calculation shall include Zordich’s determination, as of the Cash Determination Time, of the defined terms in Section 1.1(a) necessary to calculate the Exchange Ratio. (b) No later than the Determination Date, the Company will deliver to Zordich a schedule (the “Company Net Cash Schedule”) setting forth, in reasonable detail, the Company’s good faith, estimated calculation of Company Net Cash (the “Company Net Cash Calculation”) and the date of delivery of such schedule being the “Company Net Cash Delivery Date”) as of the close of business on the last Business Day prior to the Anticipated Closing Date (the “Company Cash Determination Time”) prepared and certified by the Company’s Chief Financial Officer. The Company shall make available to Zordich, as reasonably requested by Zordich, the work papers and backCheck-up materials used or useful in preparing the Company Net Cash Schedule and, if reasonably requested by Zordich, the CompanyCap’s accountants and counsel at reasonable times and upon reasonable notice. (cb) No later than three five (35) days after the Net Cash Schedule Delivery Date (the last day of such period, the “Net Cash Response Date”), the Company Nobul shall have the right to dispute any part of the Net Cash Calculation by delivering a written notice to that effect to Zordich Check-Cap (a “Net Cash Dispute Notice”). Any Net Cash Dispute Notice shall identify in reasonable detail and to the extent known the nature and amounts of any proposed revisions to the Net Cash Calculation and will be accompanied by reasonably detailed materials supporting the basis for such revisions. (d) No later than three (3) days after the Company Net Cash Delivery Date (the last day of such period, the “Company Net Cash Response Date”), Zordich shall have the right to dispute any part of the Company Net Cash Calculation by delivering a written notice to that effect to the Company (a “Company Net Cash Dispute Notice”). Any Company Net Cash Dispute Notice shall identify in reasonable detail and to the extent known the nature and amounts of any proposed revisions to the Company Net Cash Calculation and will be accompanied by reasonably detailed materials supporting the basis for such revisions. (ec) If, on or prior to the Net Cash Response Date, the Company Nobul notifies Zordich Check-Cap in writing that it has no objections to the Net Cash Calculation or, if on the Net Cash Response Date, the Company Nobul fails to deliver a Net Cash Dispute Notice as provided in Section 2.8(c3.4(b), then the Net Cash Calculation as set forth in the Net Cash Schedule shall be deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash at the Net Cash Determination Time for purposes of this Agreement. (fd) If, on or prior to the Company If Nobul delivers a Net Cash Response Date, Zordich notifies the Company in writing that it has no objections to the Company Net Cash Calculation or, if on the Company Net Cash Response Date, Zordich fails to deliver a Company Net Cash Dispute Notice as provided in Section 2.8(d), then the Company Net Cash Calculation as set forth in the Company Net Cash Schedule shall be deemed to have been finally determined for purposes of this Agreement and to represent the Company Net Cash at the Cash Determination Time for purposes of this Agreement. (g) If the Company delivers a Dispute Notice on or prior to the Net Cash Response Date, then Representatives of Zordich Check-Cap and the Company Nobul shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of Net Cash, which agreed upon Net Cash amount shall be deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash at the Net Cash Determination Time for purposes of this Agreement. (h) If Zordich delivers a Company Net Cash Dispute Notice on or prior to the Company Net Cash Response Date, then Representatives of Zordich and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of Company Net Cash, which agreed upon Company Net Cash amount shall be deemed to have been finally determined for purposes of this Agreement and to represent the Company Net Cash at the Cash Determination Time for purposes of this Agreement. (ie) If Representatives of Zordich Check-Cap and the Company Nobul are unable to negotiate an agreed-upon determination of Net Cash or Company Net Cash, as applicable, as of the Net Cash Determination Time pursuant to Section 2.8(g) or Section 2.8(h3.4(b) within three (3) days after delivery of the Net Cash Dispute Notice (or such other period as Zordich Check-Cap and the Company Nobul may mutually agree upon), then any remaining disagreements as to the calculation of Net Cash or Company Net Cash, as applicable, shall be referred to an independent auditor of recognized national standing jointly selected by Zordich Check-Cap and the Company. If the parties are unable to select an independent auditor within five days, then either Zordich or the Company may thereafter request that the Boston, Massachusetts Office of the American Arbitration Association Nobul (“AAA”) make such selection (either the independent auditor jointly selected by both parties or such independent auditor selected by the AAA, the “Accounting Firm”). Zordich Check-Cap and the Company Nobul shall promptly deliver to the Accounting Firm the work papers and back-up materials used in preparing the Net Cash Schedule or Company Net Cash Schedule, as applicable, and the Dispute Notice and the Company Net Cash Dispute Notice, and Zordich Check-Cap and the Company Nobul shall use commercially reasonable efforts to cause the Accounting Firm to make its determination within 5 five (5) Business Days of accepting its selection. Zordich Check-Cap and the Company Nobul shall be afforded the opportunity to present to the Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Accounting Firm; provided, however, that no such presentation or discussion shall occur without the presence of a Representative of each of Zordich Check-Cap and the CompanyNobul. The determination of the Accounting Firm shall be limited to the disagreements submitted to the Accounting Firm. The determination of the amount of Net Cash or Company Net Cash, as applicable, made by the Accounting Firm shall be made in writing delivered to each of Zordich Check-Cap and the CompanyNobul, shall be final and binding on Zordich Check-Cap and the Company Nobul and shall (absent manifest error) be deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash or Company Net Cash, as applicable, at the Net Cash Determination Time for purposes of this Agreement. The Parties shall delay the Closing until the resolution of the matters described in this Section 2.8(i3.4(e). The fees and expenses of the Accounting Firm shall be allocated between Zordich Check-Cap and the Company Nobul in the same proportion that the disputed amount of the Net Cash or Company Net Cash, as applicable, that was unsuccessfully disputed by such Party (as finally determined by the Accounting Firm) bears to the total disputed amount of the Net Cash or Company Net Cash amountCash. If this Section 2.8(i3.4(e) applies as to the determination of the Net Cash or the Company Net Cash at the Net Cash Determination Time described in Section 2.8(a3.4(e), upon resolution of the matter in accordance with this Section 2.8(i3.4(e), the Parties shall not be required to determine Net Cash or Company Net Cash again even though the Closing Date may occur later than the Anticipated Closing Date, except that either Zordich Check-Cap and the Company Nobul may request a redetermination of Net Cash or Company Net Cash if the Closing Date is more than 30 thirty (30) days after the Anticipated Closing Date. (j) All determinations made pursuant to this Section 2.8 shall be null and void, and the Parties shall again comply with the provisions of this Section 2.8, ab initio, in the event that for any reason the Required Zordich Stockholder Vote is not obtained within thirty (30) days of the Determination Date.

Calculation of Net Cash. (a) No later than the Determination DateParent and Company shall agree, Zordich will deliver at least ten Business Days prior to the Company Special Meeting, upon an anticipated date for Closing (the “First Anticipated Closing Date”). At least five Business Days prior to the First Anticipated Closing Date, but not more than ten Business Days prior to such date, the Company shall deliver to Parent a schedule (the a “Net Cash ScheduleStatement”) in substantially the form of Schedule 2.10 attached hereto, setting forth, in reasonable detail, ZordichCompany’s good faith, estimated calculation estimate of Net Cash (the “Estimated Net Cash Calculation” and the date of delivery of such schedule being the “Delivery DateCash”) as of the close of business on the last Business Day prior to the First Anticipated Closing Date (the “Cash Determination Time”) prepared and certified by Zordich’s Chief Financial OfficerDate. Zordich The Company shall make available to the Company, as reasonably requested by the Company, the work papers and back-up materials used or useful in preparing the applicable Net Cash Schedule and, if reasonably requested by the Company, Zordich’s accountants and counsel at reasonable times and upon reasonable notice. The Net Cash Calculation shall include Zordich’s determination, as of the Cash Determination Time, of the defined terms in Section 1.1(a) necessary to calculate the Exchange Ratio. (b) No later than the Determination Date, the Company will deliver to Zordich a schedule (the “Company Net Cash Schedule”) setting forth, in reasonable detail, the Company’s good faith, estimated calculation of Company Net Cash (the “Company Net Cash Calculation”) and the date of delivery of such schedule being the “Company Net Cash Delivery Date”) as of the close of business on the last Business Day prior to the Anticipated Closing Date (the “Company Cash Determination Time”) prepared and certified by the Company’s Chief Financial Officer. The Company shall make available to ZordichParent and its accountants, as reasonably requested by Zordich, the work papers counsel and back-up materials used or useful in preparing the Company Net Cash Schedule and, if reasonably requested by Zordich, the Company’s accountants and counsel other advisors at reasonable times and upon reasonable notice. (cb) No later than three (3) days Within ten Business Days after the Delivery Date Company delivers the applicable Net Cash Statement (the last day of such period, the a “Response Lapse Date”), the Company Parent shall have the right to dispute any part of the such Net Cash Calculation Statement by delivering a written notice to that effect to Zordich the Company (a “Dispute Notice”). Any Dispute Notice shall identify in reasonable detail and to the extent known the nature and amounts of any proposed revisions to the applicable Estimated Net Cash Calculation and will be accompanied by reasonably detailed materials supporting the basis for such revisionsCash. (dc) No later than three (3) days after the Company Net Cash Delivery Date (the last day of such period, the “Company Net Cash Response Date”), Zordich shall have the right to dispute any part of the Company Net Cash Calculation by delivering a written notice to that effect to the Company (a “Company Net Cash Dispute Notice”). Any Company Net Cash Dispute Notice shall identify in reasonable detail and to the extent known the nature and amounts of any proposed revisions to the Company Net Cash Calculation and will be accompanied by reasonably detailed materials supporting the basis for such revisions. (e) If, If on or prior to the Response any Lapse Date, (i) Parent notifies the Company notifies Zordich in writing that it has no objections to the applicable Estimated Net Cash Calculation or, if on the Response Date, the Company or (ii) Parent fails to deliver a Dispute Notice as provided in Section 2.8(c)above, then the Estimated Net Cash Calculation as set forth in the Net Cash Schedule Statement shall be deemed deemed, on the date of such notification (in the case of (i) above) or on the applicable Lapse Date (in the case of (ii) above) (the applicable date being referred to herein as the “Non-Dispute Net Cash Determination Date”), to have been finally determined for purposes of this Agreement and to represent the Net Cash at the Cash Determination Time Closing for purposes of this Agreementcalculating the Initial Closing Shares pursuant to Section 2.11 so long as Closing occurs within five Business Days after the applicable Non-Dispute Net Cash Determination Date. (f) If, on or prior to the Company Net Cash Response Date, Zordich notifies the Company in writing that it has no objections to the Company Net Cash Calculation or, if on the Company Net Cash Response Date, Zordich fails to deliver a Company Net Cash Dispute Notice as provided in Section 2.8(d), then the Company Net Cash Calculation as set forth in the Company Net Cash Schedule shall be deemed to have been finally determined for purposes of this Agreement and to represent the Company Net Cash at the Cash Determination Time for purposes of this Agreement. (gd) If the Company Parent delivers a Dispute Notice on or prior to the Response applicable Lapse Date, then Representatives of Zordich and the Company and Parent shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of Net CashCash as of a particular date to be agreed to by the Company and Parent, which agreed upon Net Cash amount shall be deemed deemed, on the date of agreement between Parent and the Company as to have been finally determined such amount (a “Dispute Net Cash Determination Date”), to be the final determination for purposes of this Agreement and to represent the of Net Cash at the Cash Determination Time Closing for purposes of this Agreementcalculating the Initial Closing Shares pursuant to Section 2.11 so long as Closing occurs within five Business Days after the applicable Dispute Net Cash Determination Date. (h) If Zordich delivers a Company Net Cash Dispute Notice on or prior to the Company Net Cash Response Date, then Representatives of Zordich and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of Company Net Cash, which agreed upon Company Net Cash amount shall be deemed to have been finally determined for purposes of this Agreement and to represent the Company Net Cash at the Cash Determination Time for purposes of this Agreement. (ie) If Representatives of Zordich Parent and the Company Company, pursuant to clause (d) above, are unable to negotiate an agreed-upon determination of Net Cash or Company Net Cash, as applicable, as of the Cash Determination Time pursuant a particular date to Section 2.8(g) or Section 2.8(h) within three days after delivery of the Dispute Notice (or such other period as Zordich and the Company may mutually agree upon), then any remaining disagreements as be agreed to the calculation of Net Cash or Company Net Cash, as applicable, shall be referred to an independent auditor of recognized national standing jointly selected by Zordich Parent and the Company. If the parties are unable to select an independent auditor , or if Closing does not occur within five daysBusiness Days after an applicable Non-Dispute Net Cash Determination Date or an applicable Dispute Net Cash Determination Date, then either Zordich or the Company may thereafter request that the Boston, Massachusetts Office of the American Arbitration Association (“AAA”) make such selection (either the independent auditor jointly selected by both parties or such independent auditor selected by the AAA, the “Accounting Firm”). Zordich Parent and the Company shall promptly deliver to agree upon a new anticipated date for Closing (a “Subsequent Anticipated Closing Date”) and thereafter follow the Accounting Firm procedures set forth in Sections (a) through (d) above as many times as is reasonably necessary (and replacing the work papers and back-up materials used First Anticipated Closing Date with the Subsequent Anticipated Closing Date in preparing the each instance) until Net Cash Schedule or Company Net Cash Schedule, as applicable, and at Closing for purposes of calculating the Dispute Notice and the Company Net Cash Dispute Notice, and Zordich and the Company shall use commercially reasonable efforts Initial Closing Shares pursuant to cause the Accounting Firm to make its determination within 5 Business Days of accepting its selection. Zordich and the Company shall be afforded the opportunity to present to the Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Accounting Firm; provided, however, that no such presentation or discussion shall occur without the presence of a Representative of each of Zordich and the Company. The determination of the Accounting Firm shall be limited to the disagreements submitted to the Accounting Firm. The determination of the amount of Net Cash or Company Net Cash, as applicable, made by the Accounting Firm shall be made in writing delivered to each of Zordich and the Company, shall be final and binding on Zordich and the Company and shall (absent manifest error) be Section 2.11 is deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash or Company Net Cash, as applicable, at the Cash Determination Time for purposes of this Agreement. The Parties shall delay the Closing until the resolution of the matters described in this Section 2.8(i). The fees and expenses of the Accounting Firm shall be allocated between Zordich and the Company in the same proportion that the disputed amount of the Net Cash or Company Net Cash, as applicable, that was unsuccessfully disputed by such Party (as finally determined by the Accounting Firm) bears to the total disputed amount of the Net Cash or Company Net Cash amount. If this Section 2.8(i) applies as to the determination of the Net Cash or the Company Net Cash at the Cash Determination Time described in Section 2.8(a), upon resolution of the matter in accordance with this Section 2.8(i), the Parties shall not be required to determine Net Cash or Company Net Cash again even though the Closing Date may occur later than the Anticipated Closing Date, except that either Zordich and the Company may request a redetermination of Net Cash or Company Net Cash if the Closing Date is more than 30 days after the Anticipated Closing Date. (j) All determinations made pursuant to this Section 2.8 shall be null and void, and 2.10. Notwithstanding the Parties shall again comply with the provisions of this Section 2.8, ab initioforegoing, in the event that Parent and the Company reach a point in negotiation at which the difference in their respective determinations of Net Cash for any reason purposes of this Section 2.11 is equal to or less than $100,000, 5 Parent and the Required Zordich Stockholder Vote is not obtained within thirty (30) days Company shall agree to split the difference of such amount and set the Net Cash at Closing at the mid-point between their respective determinations of Net Cash. In the event that Parent and the Company are unable to agree upon a determination of Net Cash as of a particular date for purposes of this Section 2.10 prior to February 15, 2010, they agree to submit the dispute to final and binding arbitration in accordance with the rules for commercial arbitration of the Determination DateAmerican Arbitration Association, to be arbitrated in San Francisco, CA., and the non-prevailing party of such arbitration shall be responsible for all fees, expenses and administrative costs related to such arbitration. For purposes of this Section 2.10, the following terms shall have the following meanings:

Calculation of Net Cash. (a) No later Not less than five calendar days prior to the Determination anticipated date for Closing (the “Anticipated Closing Date”), Zordich Public Company will deliver to the Company Merger Partner a schedule (the “Net Cash Schedule”) setting forth, in reasonable detail, ZordichPublic Company’s good faith, estimated calculation of Net Cash Cash, including each component thereof (the “Net Cash Calculation” and the date of delivery of such schedule being schedule, the “Delivery Date”) ), and as of the close of business on the last Business Day prior to the Anticipated Closing Date (the “Cash Determination Time”) prepared and certified by ZordichPublic Company’s Chief Financial Officer (or if there is no Chief Financial Officer, the principal accounting officer for Public Company). Zordich Public Company shall make available to the CompanyMerger Partner, as reasonably requested by the CompanyMerger Partner, the work papers and back-up materials used or useful in preparing the Net Cash Schedule and, if reasonably requested by the CompanyMerger Partner, Zordich’s accountants and counsel at reasonable times and upon reasonable notice. The Net Cash Calculation shall include Zordich’s determination, as of the Cash Determination Time, of the defined terms in Section 1.1(a) necessary to calculate the Exchange Ratio. (b) No later than the Determination Date, the Company will deliver to Zordich a schedule (the “Company Net Cash Schedule”) setting forth, in reasonable detail, the Company’s good faith, estimated calculation of Company Net Cash (the “Company Net Cash Calculation”) and the date of delivery of such schedule being the “Company Net Cash Delivery Date”) as of the close of business on the last Business Day prior to the Anticipated Closing Date (the “Company Cash Determination Time”) prepared and certified by the Company’s Chief Financial Officer. The Company shall make available to Zordich, as reasonably requested by Zordich, the work papers and back-up materials used or useful in preparing the Company Net Cash Schedule and, if reasonably requested by Zordich, the Public Company’s accountants and counsel at reasonable times and upon reasonable notice. (cb) No later than Within three (3) calendar days after the Delivery Date (the last day of such period, the “Response Date”), the Company Merger Partner shall have the right to dispute any part of the Net Cash Calculation by delivering a written notice to that effect to Zordich Public Company (a “Dispute Notice”). Any Dispute Notice shall identify in reasonable detail and to the extent known the nature and amounts of any good faith, proposed revisions to the Net Cash Calculation and will Calculation. A Dispute Notice may only be accompanied by reasonably detailed materials supporting given if, after giving the basis for such revisionsDispute Notice full effect, the Net Cash at the Cash Determination Time would be less than the amount set forth in Section 7.3(i). (d) No later than three (3) days after the Company Net Cash Delivery Date (the last day of such period, the “Company Net Cash Response Date”), Zordich shall have the right to dispute any part of the Company Net Cash Calculation by delivering a written notice to that effect to the Company (a “Company Net Cash Dispute Notice”). Any Company Net Cash Dispute Notice shall identify in reasonable detail and to the extent known the nature and amounts of any proposed revisions to the Company Net Cash Calculation and will be accompanied by reasonably detailed materials supporting the basis for such revisions. (ec) If, on or prior to the Response Date, the Merger Partner notifies Public Company notifies Zordich in writing that it has no objections to the Net Cash Calculation or, if on the Response Date, the Company Merger Partner fails to deliver a Dispute Notice as provided in Section 2.8(c6.22(b), then the Net Cash Calculation as set forth in the Net Cash Schedule shall be deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash at the Cash Determination Time for purposes of this Agreement. (f) If, on or prior to the Company Net Cash Response Date, Zordich notifies the Company in writing that it has no objections to the Company Net Cash Calculation or, if on the Company Net Cash Response Date, Zordich fails to deliver a Company Net Cash Dispute Notice as provided in Section 2.8(d), then the Company Net Cash Calculation as set forth in the Company Net Cash Schedule shall be deemed to have been finally determined for purposes of this Agreement and to represent the Company Net Cash at the Cash Determination Time for purposes of this Agreement. (gd) If the Company Merger Partner delivers a Dispute Notice on or prior to the Response Date, then Representatives representatives of Zordich Public Company and the Company Merger Partner shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of Net Cash, which agreed upon Net Cash amount shall be deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash at the Cash Determination Time for purposes of this Agreement. (he) If Zordich delivers a representatives of Public Company Net Cash Dispute Notice on or prior to the Company Net Cash Response Date, then Representatives of Zordich and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of Company Net Cash, which agreed upon Company Net Cash amount shall be deemed to have been finally determined for purposes of this Agreement and to represent the Company Net Cash at the Cash Determination Time for purposes of this Agreement. (i) If Representatives of Zordich and the Company Merger Partner are unable to negotiate an agreed-upon determination of Net Cash or Company Net Cash, as applicable, as of the Cash Determination Time pursuant to Section 2.8(g) or Section 2.8(h6.22(c) within three calendar days after delivery of the Dispute Notice (or such other period as Zordich Public Company and the Company Merger Partner may mutually agree upon), then any remaining disagreements as to the calculation of Net Cash or Company Net Cash, as applicable, shall be referred to an independent auditor of recognized national standing jointly selected by Zordich Public Company and the Company. If the parties are unable to select an independent auditor within five days, then either Zordich or the Company may thereafter request that the Boston, Massachusetts Office of the American Arbitration Association Merger Partner (“AAA”) make such selection (either the independent auditor jointly selected by both parties or such independent auditor selected by the AAA, the “Accounting Firm”). Zordich and the Public Company shall promptly deliver to the Accounting Firm the work papers and back-up materials used in preparing the Net Cash Schedule or Company Net Cash Schedule, as applicable, and the Dispute Notice Public Company and the Company Net Cash Dispute Notice, and Zordich and the Company Merger Partner shall use commercially reasonable best efforts to cause the Accounting Firm to make its determination within 5 Business Days ten (10) calendar days of accepting its selection. Zordich Merger Partner and the Public Company shall be afforded the opportunity to present to the Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Accounting Firm; provided, however, that no such presentation or discussion shall occur without the presence of a Representative representative of each of Zordich Merger Partner and the Public Company. The determination of the Accounting Firm shall be limited to the disagreements submitted to the Accounting Firm. The determination of the amount of Net Cash or Company Net Cash, as applicable, made by the Accounting Firm shall be made in writing delivered to each of Zordich Public Company and the CompanyMerger Partner, shall be final and binding on Zordich and the Public Company and Merger Partner and shall (absent manifest error) be deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash or Company Net Cash, as applicable, at the Cash Determination Time for purposes of this Agreement. The Parties parties shall delay the Closing until the resolution of the matters described in this Section 2.8(i6.22(e). The fees and expenses of the Accounting Firm shall be allocated between Zordich Public Company and the Company Merger Partner in the same proportion that the disputed amount of the Net Cash or Company Net Cash, as applicable, that was unsuccessfully disputed by such Party party (as finally determined by the Accounting Firm) bears to the total disputed amount of the Net Cash or Company Net Cash amount. If this Section 2.8(i6.22(e) applies as to the determination of the Net Cash or the Company Net Cash at the Cash Determination Time described in Section 2.8(a6.21(a), upon resolution of the matter in accordance with this Section 2.8(i6.22(e), the Parties parties shall not be required to determine Net Cash or Company Net Cash again even though the Closing Date may occur later than the Anticipated Closing Date, except that either Zordich and the Public Company or Merger Partner may request a redetermination of Net Cash or Company Net Cash if the Closing Date is more than 30 fifteen (15) calendar days after the Anticipated Closing Date. (jf) All determinations made pursuant to this Section 2.8 shall be null and void, and the Parties shall again comply with the provisions For purposes of this Section 2.8, ab initio, in the event that for any reason the Required Zordich Stockholder Vote is not obtained within thirty (30) days of the Determination Date.Agreement:

Calculation of Net Cash. (a) No later Not less than ten Business Days prior to the Determination anticipated date for Closing as mutually agreed in good faith by Parent and the Company (the “Anticipated Closing Date”), Zordich Parent will deliver to the Company a schedule (the “Parent Net Cash Schedule”, and the date of delivery of the Parent Net Cash Schedule, the “Delivery Date”) setting forth, in reasonable detail, ZordichParent’s good faith, estimated calculation of Net Cash (the “Parent Net Cash Calculation” and the date of delivery of such schedule being the “Delivery Date”) as of the close of business on the last Business Day prior to the Anticipated Closing Date (the “Cash Determination Time”) prepared and certified by ZordichParent’s Chief Financial Officerchief financial officer (or if there is no chief financial officer at such time, the principal financial and accounting officer for Parent). Zordich Parent shall make available to the CompanyCompany (electronically to the greatest extent possible), as reasonably requested by the Company, the work papers and back-up materials used or useful in preparing the Parent Net Cash Schedule and, if reasonably requested by the Company, Zordich’s accountants and counsel at reasonable times and upon reasonable notice. The Net Cash Calculation shall include Zordich’s determination, as of the Cash Determination Time, of the defined terms in Section 1.1(a) necessary to calculate the Exchange Ratio. (b) No later than the Determination Date, the Company will deliver to Zordich a schedule (the “Company Net Cash Schedule”) setting forth, in reasonable detail, the Company’s good faith, estimated calculation of Company Net Cash (the “Company Net Cash Calculation”) and the date of delivery of such schedule being the “Company Net Cash Delivery Date”) as of the close of business on the last Business Day prior to the Anticipated Closing Date (the “Company Cash Determination Time”) prepared and certified by the Company’s Chief Financial Officer. The Company shall make available to Zordich, as reasonably requested by Zordich, the work papers and back-up materials used or useful in preparing the Company Net Cash Schedule and, if reasonably requested by Zordich, the CompanyXxxxxx’s accountants and counsel at reasonable times and upon reasonable notice. (cb) No later than three (3) days Within five Business Days after the Delivery Date (the last day of such period, the “Response Date”), the Company shall have the right to dispute any part of the Parent Net Cash Calculation by delivering a written notice to that effect to Zordich Parent (a “Dispute Notice”” ). Any Dispute Notice shall identify in reasonable detail and to the extent known the nature and amounts of any proposed revisions to the Parent Net Cash Calculation and will be accompanied by reasonably detailed materials supporting the basis for such revisionsCalculation. (d) No later than three (3) days after the Company Net Cash Delivery Date (the last day of such period, the “Company Net Cash Response Date”), Zordich shall have the right to dispute any part of the Company Net Cash Calculation by delivering a written notice to that effect to the Company (a “Company Net Cash Dispute Notice”). Any Company Net Cash Dispute Notice shall identify in reasonable detail and to the extent known the nature and amounts of any proposed revisions to the Company Net Cash Calculation and will be accompanied by reasonably detailed materials supporting the basis for such revisions. (ec) If, on or prior to the Response Date, the Company notifies Zordich Parent in writing that it is has no objections to the Parent Net Cash Calculation or, if prior to 5:00 p.m. (New York City time) on the Response Date, the Company fails has failed to deliver a Dispute Notice as provided in Section 2.8(c3.7(b), then the Parent Net Cash Calculation as set forth in the Parent Net Cash Schedule shall be deemed to have been finally determined for purposes of this Agreement and to represent the Parent Net Cash at the Cash Determination Time (the “Final Parent Net Cash”) for purposes of this Agreement. (f) If, on or prior to the Company Net Cash Response Date, Zordich notifies the Company in writing that it has no objections to the Company Net Cash Calculation or, if on the Company Net Cash Response Date, Zordich fails to deliver a Company Net Cash Dispute Notice as provided in Section 2.8(d), then the Company Net Cash Calculation as set forth in the Company Net Cash Schedule shall be deemed to have been finally determined for purposes of this Agreement and to represent the Company Net Cash at the Cash Determination Time for purposes of this Agreement. (gd) If the Company delivers a Dispute Notice on or prior to 5:00 p.m. (California time) on the Response Date, then Representatives of Zordich Parent and the Company shall promptly promptly, and in no event later than one calendar day after the Response Date, meet and attempt in good faith to resolve the disputed dispute item(s) and negotiate an agreed-upon determination of Net Cash, which agreed upon Net Cash amount shall be deemed to have been finally determined for purposes of this Agreement and to represent the Final Parent Net Cash at the Cash Determination Time for purposes of this Agreement. (h) If Zordich delivers a Company Net Cash Dispute Notice on or prior to the Company Net Cash Response Date, then Representatives of Zordich and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of Company Net Cash, which agreed upon Company Net Cash amount shall be deemed to have been finally determined for purposes of this Agreement and to represent the Company Net Cash at the Cash Determination Time for purposes of this Agreement. (ie) If Representatives of Zordich Parent and the Company are unable to negotiate an agreed-upon determination of the Final Parent Net Cash or Company Net Cash, as applicable, as of the Cash Determination Time pursuant to Section 2.8(g) or Section 2.8(h3.7(d) within three two calendar days after delivery of the Dispute Notice (or such other period as Zordich Parent and the Company may mutually agree upon), then any remaining disagreements as to the calculation of Net Cash or Company Net Cash, as applicable, shall be referred to an independent auditor of recognized national standing jointly selected by Zordich Parent and the Company. If the parties are unable to select an independent auditor within five days, then either Zordich or the Company may thereafter request that the Boston, Massachusetts Office of the American Arbitration Association (“AAA”) make such selection (either the independent auditor jointly selected by both parties or such independent auditor selected by the AAA, the “Accounting Firm”). Zordich and the Company Parent shall promptly deliver to the Accounting Firm the all work papers and back-up materials used in preparing the Net Cash Schedule or Company Parent Net Cash Schedule, as applicable, and the Dispute Notice and the Company Net Cash Dispute Notice, and Zordich Parent and the Company shall use commercially reasonable efforts to cause the Accounting Firm to make its determination within 5 Business Days five calendar days of accepting its selection. Zordich Parent and the Company shall be afforded the opportunity to present to the Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Accounting Firm; provided, however, that no such presentation or discussion shall occur without the presence of a Representative of each of Zordich Parent and the Company. The determination of the Accounting Firm shall be limited to the disagreements submitted to the Accounting Firm. The determination of the amount of Net Cash or Company Net Cash, as applicable, made by the Accounting Firm shall be made in writing delivered to each of Zordich Parent and the Company, shall be final and binding on Zordich Parent and the Company and shall (absent manifest error) be deemed to have been finally determined for purposes of this Agreement and to represent the Final Parent Net Cash or Company Net Cash, as applicable, at the Cash Determination Time for purposes of this Agreement. The Parties parties shall delay the Closing until the resolution of the matters described in this Section 2.8(i3.7(e). The fees and expenses of the Accounting Firm shall be allocated between Zordich Parent and the Company in the same proportion that the disputed amount of the Net Cash or Company Net Cash, as applicable, that was unsuccessfully disputed amount by such Party party (as finally determined by the Accounting Firm) bears to the total disputed amount of the Net Cash amount and such portion of the costs and expenses of the Accounting Firm borne by the Company and any other fees, costs or expenses incurred by the Company following the Anticipated Closing Date in connection with the procedures set forth in this Section 3.7(e) shall be deducted from the final determination of the amount of Net Cash amountCash, to the extent of available amounts. If this Section 2.8(i3.7(e) applies as to the determination of the Final Parent Net Cash or the Company Net Cash at the Cash Determination Time described in Section 2.8(a3.7(a), upon resolution of the matter in accordance with this Section 2.8(i3.7(e), the Parties parties shall not be required to determine Net Cash or Company the Net Cash again even though the Closing Date may occur later than the Anticipated Closing Date, except that either Zordich Parent and the Company may request require a redetermination of Net Cash or Company the Final Parent Net Cash if the Closing Date is more than 30 ten calendar days after the Anticipated Closing Date. (j) All determinations made pursuant to this Section 2.8 shall be null and void, and the Parties shall again comply with the provisions of this Section 2.8, ab initio, in the event that for any reason the Required Zordich Stockholder Vote is not obtained within thirty (30) days of the Determination Date.

Calculation of Net Cash. (a) No later than five (5) Business Days before the Determination DateClosing, Zordich Parent will deliver to the Company a schedule (the “Parent Net Cash Schedule”) setting forth, in reasonable detail, ZordichParent’s good faith, estimated calculation of Parent Net Cash (the “Parent Net Cash Calculation” and the date of delivery of such schedule being the “Delivery Date”) as of the close of business 11:59 p.m. on the last Business Day prior to the Anticipated Closing Date (the “Cash Determination Time”) prepared and certified by ZordichParent’s Chief Financial Officerchief financial officer (or if there is no chief financial officer at such time, the principal financial and accounting officer for Parent). Zordich Parent shall make available to the Company, Company (electronically to the greatest extent possible) as reasonably requested by the Company, the work papers and back-up materials used or useful in preparing the Parent Net Cash Schedule and, if reasonably requested by the Company, ZordichPxxxxx’s internal finance personnel and its accountants and counsel at reasonable times and upon reasonable notice. The Parent Net Cash Calculation shall include ZordichParent’s determination, as of the Cash Determination Time, of the defined terms in Section 1.1(a‎1.1(a) necessary to calculate the Exchange Ratio. (b) No later than the Determination Date, the Company will deliver to Zordich a schedule (the “Company Net Cash Schedule”) setting forth, in reasonable detail, the Company’s good faith, estimated calculation of Company Net Cash (the “Company Net Cash Calculation”) and the date of delivery of such schedule being the “Company Net Cash Delivery Date”) as of the close of business on the last Business Day prior to the Anticipated Closing Date (the “Company Cash Determination Time”) prepared and certified by the Company’s Chief Financial Officer. The Company shall make available to Zordich, as reasonably requested by Zordich, the work papers and back-up materials used or useful in preparing the Company Net Cash Schedule and, if reasonably requested by Zordich, the Company’s accountants and counsel at reasonable times and upon reasonable notice. (c) No later than three (3) days Business Days after the Delivery Date Cash Determination Time (the last day of such period, the “Response Date”), the Company shall have the right to dispute any part of the Parent Net Cash Calculation by delivering a written notice to that effect to Zordich Parent (a “Dispute Notice”). Any Dispute Notice shall identify in reasonable detail and to the extent known the nature and amounts of any proposed revisions to the Parent Net Cash Calculation and will be accompanied by reasonably detailed materials supporting the basis for such revisions. (d) No later than three (3) days after the Company Net Cash Delivery Date (the last day of such period, the “Company Net Cash Response Date”), Zordich shall have the right to dispute any part of the Company Net Cash Calculation by delivering a written notice to that effect to the Company (a “Company Net Cash Dispute Notice”). Any Company Net Cash Dispute Notice shall identify in reasonable detail and to the extent known the nature and amounts of any proposed revisions to the Company Net Cash Calculation and will be accompanied by reasonably detailed materials supporting the basis for such revisions. (ec) If, on or prior to the Response Date, the Company notifies Zordich Parent in writing that it has no objections to the Parent Net Cash Calculation or, if on the Response Date, the Company fails to deliver a Dispute Notice as provided in Section 2.8(c‎2.8(b), then the Parent Net Cash Calculation as set forth in the Parent Net Cash Schedule shall be deemed to have been finally determined for purposes of this Agreement and to represent the Parent Net Cash at the Cash Determination Time for purposes of this Agreement. (f) If, on or prior to the Company Net Cash Response Date, Zordich notifies the Company in writing that it has no objections to the Company Net Cash Calculation or, if on the Company Net Cash Response Date, Zordich fails to deliver a Company Net Cash Dispute Notice as provided in Section 2.8(d), then the Company Net Cash Calculation as set forth in the Company Net Cash Schedule shall be deemed to have been finally determined for purposes of this Agreement and to represent the Company Net Cash at the Cash Determination Time for purposes of this Agreement. (ge) If the Company delivers a Dispute Notice on or prior to the Response Date, then Representatives of Zordich Parent and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of Parent Net Cash, which agreed upon the Parent Net Cash amount shall be deemed to have been finally determined for purposes of this Agreement and to represent the Parent Net Cash at the Cash Determination Time for purposes of this Agreement. (h) If Zordich delivers a Company Net Cash Dispute Notice on or prior to the Company Net Cash Response Date, then Representatives of Zordich and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of Company Net Cash, which agreed upon Company Net Cash amount shall be deemed to have been finally determined for purposes of this Agreement and to represent the Company Net Cash at the Cash Determination Time for purposes of this Agreement. (if) If Representatives of Zordich Parent and the Company are unable to negotiate an agreed-upon determination of Parent Net Cash or Company Net Cash, as applicable, as of the Cash Determination Time pursuant to Section 2.8(g) or Section 2.8(h‎2.8(e) within three days after delivery of the Dispute Notice (or such other period as Zordich Parent and the Company may mutually agree upon), then any remaining disagreements as to the calculation of Parent Net Cash or Company Net Cash, as applicable, shall be referred to an independent auditor of recognized national standing jointly selected by Zordich Parent and the Company. If the parties are unable to select an independent auditor within five (5) days, then either Zordich Parent or the Company may thereafter request that the BostonLos Angeles, Massachusetts California Office of the American Arbitration Association (“AAA”) make such selection (either the independent auditor jointly selected by both parties or such independent auditor selected by the AAA, the “Accounting Firm”). Zordich Parent and the Company shall promptly deliver to the Accounting Firm the work papers and back-up materials used in preparing the Parent Net Cash Schedule or Company Net Cash Schedule, as applicable, and the Dispute Notice and the Company Net Cash Dispute Notice, and Zordich Parent and the Company shall use commercially reasonable efforts to cause the Accounting Firm to make its determination within 5 five (5) Business Days of accepting its selection. Zordich Parent and the Company shall be afforded the opportunity to present to the Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Accounting Firm; provided, however, that no such presentation or discussion shall occur without the presence of a Representative of each of Zordich Parent and the Company. The determination of the Accounting Firm shall be limited to the disagreements submitted to the Accounting Firm. The determination of the amount of Parent Net Cash or Company Net Cash, as applicable, made by the Accounting Firm shall be made in writing delivered to each of Zordich Parent and the Company, shall be final and binding on Zordich Parent and the Company and shall (absent manifest error) be deemed to have been finally determined for purposes of this Agreement and to represent the Parent Net Cash or Company Net Cash, as applicable, at the Cash Determination Time for purposes of this Agreement. The Parties shall delay the Closing until the resolution of the matters described in this Section 2.8(i‎2.8(f). The fees and expenses of the Accounting Firm shall be allocated between Zordich Parent and the Company in the same proportion that the disputed amount of the Parent Net Cash or Company Net Cash, as applicable, that was unsuccessfully disputed by such Party (as finally determined by the Accounting Firm) bears to the total disputed amount of the Net Cash or Company Parent Net Cash amount. If this Section 2.8(i‎2.8(f) applies as to the determination of the Net Cash or the Company Parent Net Cash at the Cash Determination Time described in Section 2.8(a), upon resolution of the matter in accordance with this Section 2.8(i‎2.8(f), the Parties shall not be required to determine Net Cash or Company Parent Net Cash again even though the Closing Date may occur later than the Anticipated Closing Date, except that either Zordich Parent and the Company may request a redetermination of Net Cash or Company Parent Net Cash if the Closing Date is more than 30 thirty (30) days after the Anticipated Closing Date. (j) All determinations made pursuant to this Section 2.8 shall be null and void, and the Parties shall again comply with the provisions of this Section 2.8, ab initio, in the event that for any reason the Required Zordich Stockholder Vote is not obtained within thirty (30) days of the Determination Date.

Calculation of Net Cash. (a) No later than the Determination Date, Zordich Vibrant will deliver to the Company a schedule (the “Net Cash Schedule”) setting forth, in reasonable detail, ZordichVibrant’s good faith, estimated calculation of Net Cash (the “Net Cash Calculation” and the date of delivery of such schedule being the “Delivery Date”) as of the close of business on the last Business Day prior to the Anticipated Closing Date (the “Cash Determination Time”) prepared and certified by ZordichVibrant’s Chief Financial Officer. Zordich Vibrant shall make available to the Company, as reasonably requested by the Company, the work papers and back-up materials used or useful in preparing the Net Cash Schedule and, if reasonably requested by the Company, ZordichVxxxxxx’s accountants and counsel at reasonable times and upon reasonable notice. The Net Cash Calculation shall include ZordichVibrant’s determination, as of the Cash Determination Time, of the defined terms in Section 1.1(a) necessary to calculate the Exchange Ratio. (b) No later than the Determination Date, the Company will deliver to Zordich a schedule (the “Company Net Cash Schedule”) setting forth, in reasonable detail, the Company’s good faith, estimated calculation of Company Net Cash (the “Company Net Cash Calculation”) and the date of delivery of such schedule being the “Company Net Cash Delivery Date”) as of the close of business on the last Business Day prior to the Anticipated Closing Date (the “Company Cash Determination Time”) prepared and certified by the Company’s Chief Financial Officer. The Company shall make available to Zordich, as reasonably requested by Zordich, the work papers and back-up materials used or useful in preparing the Company Net Cash Schedule and, if reasonably requested by Zordich, the Company’s accountants and counsel at reasonable times and upon reasonable notice. (c) No later than three (3) days after the Delivery Date (the last day of such period, the “Response Date”), the Company shall have the right to dispute any part of the Net Cash Calculation by delivering a written notice to that effect to Zordich Vibrant (a “Dispute Notice”). Any Dispute Notice shall identify in reasonable detail and to the extent known the nature and amounts of any proposed revisions to the Net Cash Calculation and will be accompanied by reasonably detailed materials supporting the basis for such revisions. (d) No later than three (3) days after the Company Net Cash Delivery Date (the last day of such period, the “Company Net Cash Response Date”), Zordich shall have the right to dispute any part of the Company Net Cash Calculation by delivering a written notice to that effect to the Company (a “Company Net Cash Dispute Notice”). Any Company Net Cash Dispute Notice shall identify in reasonable detail and to the extent known the nature and amounts of any proposed revisions to the Company Net Cash Calculation and will be accompanied by reasonably detailed materials supporting the basis for such revisions. (ec) If, on or prior to the Response Date, the Company notifies Zordich Vibrant in writing that it has no objections to the Net Cash Calculation or, if on the Response Date, the Company fails to deliver a Dispute Notice as provided in Section 2.8(c2.8(b), then the Net Cash Calculation as set forth in the Net Cash Schedule shall be deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash at the Cash Determination Time for purposes of this Agreement. (f) If, on or prior to the Company Net Cash Response Date, Zordich notifies the Company in writing that it has no objections to the Company Net Cash Calculation or, if on the Company Net Cash Response Date, Zordich fails to deliver a Company Net Cash Dispute Notice as provided in Section 2.8(d), then the Company Net Cash Calculation as set forth in the Company Net Cash Schedule shall be deemed to have been finally determined for purposes of this Agreement and to represent the Company Net Cash at the Cash Determination Time for purposes of this Agreement. (gd) If the Company delivers a Dispute Notice on or prior to the Response Date, then Representatives of Zordich Vibrant and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of Net Cash, which agreed upon Net Cash amount shall be deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash at the Cash Determination Time for purposes of this Agreement. (h) If Zordich delivers a Company Net Cash Dispute Notice on or prior to the Company Net Cash Response Date, then Representatives of Zordich and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of Company Net Cash, which agreed upon Company Net Cash amount shall be deemed to have been finally determined for purposes of this Agreement and to represent the Company Net Cash at the Cash Determination Time for purposes of this Agreement. (ie) If Representatives of Zordich Vibrant and the Company are unable to negotiate an agreed-upon determination of Net Cash or Company Net Cash, as applicable, as of the Cash Determination Time pursuant to Section 2.8(g) or Section 2.8(h2.8(d) within three days after delivery of the Dispute Notice (or such other period as Zordich Vibrant and the Company may mutually agree upon), then any remaining disagreements as to the calculation of Net Cash or Company Net Cash, as applicable, shall be referred to an independent auditor of recognized national standing jointly selected by Zordich Vibrant and the Company. If the parties are unable to select an independent auditor within five days, then either Zordich Vibrant or the Company may thereafter request that the Boston, Massachusetts Office of the American Arbitration Association (“AAA”) make such selection (either the independent auditor jointly selected by both parties or such independent auditor selected by the AAA, the “Accounting Firm”). Zordich Vibrant and the Company shall promptly deliver to the Accounting Firm the work papers and back-up materials used in preparing the Net Cash Schedule or Company Net Cash Schedule, as applicable, and the Dispute Notice and the Company Net Cash Dispute Notice, and Zordich Vibrant and the Company shall use commercially reasonable efforts to cause the Accounting Firm to make its determination within 5 five (5) Business Days of accepting its selection. Zordich Vibrant and the Company shall be afforded the opportunity to present to the Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Accounting Firm; provided, however, that no such presentation or discussion shall occur without the presence of a Representative of each of Zordich Vibrant and the Company. The determination of the Accounting Firm shall be limited to the disagreements submitted to the Accounting Firm. The determination of the amount of Net Cash or Company Net Cash, as applicable, made by the Accounting Firm shall be made in writing delivered to each of Zordich Vibrant and the Company, shall be final and binding on Zordich Vibrant and the Company and shall (absent manifest error) be deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash or Company Net Cash, as applicable, at the Cash Determination Time for purposes of this Agreement. The Parties shall delay the Closing until the resolution of the matters described in this Section 2.8(i2.8(e). The fees and expenses of the Accounting Firm shall be allocated between Zordich Vibrant and the Company in the same proportion that the disputed amount of the Net Cash or Company Net Cash, as applicable, that was unsuccessfully disputed by such Party (as finally determined by the Accounting Firm) bears to the total disputed amount of the Net Cash or Company Net Cash amount. If this Section 2.8(i2.8(e) applies as to the determination of the Net Cash or the Company Net Cash at the Cash Determination Time described in Section 2.8(a), upon resolution of the matter in accordance with this Section 2.8(i2.8(e), the Parties shall not be required to determine Net Cash or Company Net Cash again even though the Closing Date may occur later than the Anticipated Closing Date, except that either Zordich Vibrant and the Company may request a redetermination of Net Cash or Company Net Cash if the Closing Date is more than 30 days after the Anticipated Closing Date. (j) All determinations made pursuant to this Section 2.8 shall be null and void, and the Parties shall again comply with the provisions of this Section 2.8, ab initio, in the event that for any reason the Required Zordich Stockholder Vote is not obtained within thirty (30) days of the Determination Date.