Common use of Closing Adjustment Clause in Contracts

Closing Adjustment. At least three (3) Business Days prior to the Closing Date, Seller shall prepare in good faith and deliver to Buyer a statement (the “Estimated Statement”) setting forth an unaudited consolidated balance sheet of the Acquired Companies as of 12:01 a.m. Eastern time on the Closing Date and an estimated calculation of (i) Net Working Capital (the “Estimated Net Working Capital”), (ii) Cash (the “Estimated Cash”), and (iii) Seller’s calculation of the amount payable under Section 2.2(a) on the basis of the Estimated Statement, in each case, along with reasonable supporting detail to evidence the calculation of such amount. The Estimated Statement and all calculations therein shall be determined as of 12:01 a.m. Eastern time on the Closing Date and in accordance with GAAP, consistently applied, and using the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the Audited Balance Sheet and the Example Net Working Capital Calculation. Seller shall provide Buyer with reasonable access to the Books and Records of the Acquired Companies and shall cause the personnel of the Acquired Companies to reasonably cooperate with Buyer for the purpose of enabling Buyer to calculate, and to review Seller’s calculation of Estimated Net Working Capital and Estimated Cash and such amounts shall be adjusted in response to any reasonable comments of Buyer provided prior to the Closing. The amount payable under Section 2.4(b)(i) shall be (i) increased or decreased, respectively, dollar-for-dollar by the amount that the Estimated Net Working Capital is more than or less than Target Net Working Capital and (ii) increased dollar-for-dollar by the amount of the Estimated Cash (provided that in no event shall the Estimated Cash exceed the Maximum Cash Amount); provided, however, that in the event of a decrease, in lieu of decreasing the amount payable under Section 2.4(b)(i), the Deferred Payment Amount shall first be decreased by up to an aggregate of $2,000,000, and, if applicable, thereafter the amount payable under Section 2.4(b)(i) shall be decreased by the amount in excess of $2,000,000.

Closing Adjustment. (i) At least three (3) Business Days prior to before the Closing DateClosing, Seller Holdco shall prepare in good faith and deliver to Buyer Parent a statement (the “Estimated Closing Statement”) setting forth an unaudited consolidated balance sheet its good faith estimate of the Acquired Companies as of 12:01 a.m. Eastern time on (A) the Closing Date and an estimated calculation of (i) Net Working Capital (the “Estimated Net Closing Working Capital”) prepared and calculated in a manner consistent with the application of GAAP and the calculation set forth on Exhibit E, which such estimate will contain an estimated consolidated balance sheet of Holdco as of the Closing Date (giving effect to the Non-Core Asset Transactions, but without giving effect to the other Transactions), (B) Cash of the FNC Entities as of the open of business on the Closing Date (“Estimated Closing Cash”), (iiC) Cash Indebtedness of the FNC Entities as of the open of business on the Closing Date (the “Estimated CashClosing Indebtedness”), and (iiiD) Seller’s calculation Transaction Expenses as of the amount payable under Section 2.2(a) on Closing (the basis of the “Estimated Statement, in each case, along with reasonable supporting detail to evidence the calculation of such amountClosing Transaction Expenses”). The Estimated Closing Statement and all calculations therein shall be determined as will contain a certificate of 12:01 a.m. Eastern time on the Chief Financial Officer of Holdco that the Estimated Closing Date and Statement was prepared in accordance with GAAP, consistently applied, and applied using the same accounting methods, policiespractices, practices principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodology, as methodologies that were used in the preparation of the Audited Balance Sheet and the Example Net Working Capital Calculation. Seller shall provide Buyer with reasonable access to the Books and Records of the Acquired Companies and shall cause the personnel of the Acquired Companies to reasonably cooperate with Buyer Financial Statements for the purpose most recent fiscal year end as if such Estimated Closing Statement was being prepared and audited as of enabling Buyer to calculatea fiscal year end, and to review Seller’s consistent with the calculation of Estimated Net Working Capital and Estimated Cash and such amounts shall be adjusted in response to any reasonable comments of Buyer provided prior to the Closing. The amount payable under Section 2.4(b)(i) shall be (i) increased or decreased, respectively, dollar-for-dollar by the amount that the Estimated Net Working Capital is more than or less than Target Net Working Capital and set forth on Exhibit E. (ii) increased dollar-for-dollar by the The “Estimated Closing Adjustment” shall be an amount of equal to the Estimated Cash Closing Working Capital minus $4,740,000 (provided that in no event shall the Estimated Cash exceed the Maximum Cash Amountwhich such amount may be a positive or negative number); provided, however, that in the event of a decrease, in lieu of decreasing the amount payable under Section 2.4(b)(i), the Deferred Payment Amount shall first be decreased by up to an aggregate of $2,000,000, and, if applicable, thereafter the amount payable under Section 2.4(b)(i) shall be decreased by the amount in excess of $2,000,000.

Closing Adjustment. (i) At least three (3) Business Days prior to before the Closing DateClosing, Seller shall prepare in good faith and deliver to Buyer a statement (the “Estimated Statement”) setting forth an unaudited consolidated balance sheet its good faith estimate of the Acquired Companies as of 12:01 a.m. Eastern time on the Closing Date and an estimated calculation of (i) Net Working Capital (the “Estimated Net Closing Working Capital”), which statement shall contain an estimated balance sheet of the Company as of the Closing Date (ii) Cash without otherwise giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital (the “Estimated CashClosing Working Capital Statement”), and (iii) Seller’s calculation of the amount payable under Section 2.2(a) on the basis of the such Estimated Statement, in each case, along with reasonable supporting detail to evidence the calculation of such amount. The Estimated Closing Working Capital Statement and all calculations therein shall be determined as of 12:01 a.m. Eastern time on the Closing Date and in accordance with GAAP, consistently applied, and having been prepared using the same accounting methods, policiespractices, practices principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodology, as methodologies that were used in the preparation to establish Target Working Capital of the Audited Balance Sheet and Company as modified by the Example Net Closing Working Capital Calculation. Seller shall provide Buyer with reasonable access to the Books and Records of the Acquired Companies and shall cause the personnel of the Acquired Companies to reasonably cooperate with Buyer for the purpose of enabling Buyer to calculate, and to review Seller’s calculation of Methodology. (ii) The “Estimated Net Working Capital and Estimated Cash and such amounts Closing Adjustment” shall be adjusted in response to any reasonable comments of Buyer provided prior to the Closing. The amount payable under Section 2.4(b)(i) shall be (i) increased or decreased, respectively, dollar-for-dollar by the amount that the by which Estimated Net Closing Working Capital is more than Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) greater or less than Target Net Working Capital. There will be no Estimated Closing Adjustment if Estimated Closing Working Capital is greater than Seven Hundred Fifty Thousand and 00/100 Dollars (ii$750,000.00) increased dollar-for-dollar by (the “Minimum Working Capital Amount”) but less than One Million Two Hundred Fifty Thousand and 00/100 Dollars ($1,250,000.00) (the “Maximum Working Capital Amount”) and the Estimated Closing Adjustment shall be equal to the amount of (if any) by which Estimated Working Capital is less than the Estimated Cash (provided that in no event shall the Estimated Cash exceed Minimum Working Capital Amount or exceeds the Maximum Cash Working Capital Amount); provided. In addition, howeverfor the avoidance of doubt, that the calculation of Target Working Capital shall exclude cash, while the calculation of Closing Working Capital will include cash, in the event computation of a decrease, in lieu of decreasing the amount payable under Section 2.4(b)(i), the Deferred Payment Amount shall first be decreased by up to an aggregate of $2,000,000, and, if applicable, thereafter the amount payable under Section 2.4(b)(i) shall be decreased by the amount in excess of $2,000,000Current Assets.

Closing Adjustment. (i) At least three (3) Business Days prior to before the Closing DateClosing, Seller the Company shall prepare in good faith and deliver to Buyer Parent a statement (the “Estimated Closing Statement”) setting forth which shall contain (1) an unaudited consolidated estimated balance sheet of the Acquired Companies Company as of 12:01 a.m. Eastern time on the Closing Date (without giving effect to the transactions contemplated herein) (the “Estimated Closing Balance Sheet”), and an estimated (2) a detailed calculation of its good faith estimate of (iA) Net the Closing Working Capital (the “Estimated Net Closing Working Capital”), (iiCapital”),(B) the Closing Cash (the “Estimated Closing Cash”), (C) the Closing Indebtedness (the “Estimated Closing Indebtedness”) and (iiiD) Seller’s calculation the Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”), and a certificate of the amount payable under Section 2.2(a) on the basis President of the Company that the Estimated Closing Statement, in each casethe Estimated Closing Balance Sheet, along with reasonable supporting detail to evidence the calculation of such amount. The Estimated Statement Closing Working Capital, the Estimated Closing Cash, the Estimated Closing Indebtedness and all calculations therein shall be determined as of 12:01 a.m. Eastern time on the Estimated Closing Date and Transaction Expenses were prepared in accordance with GAAP, consistently applied, the sample calculations set forth on Schedule 1.1(x) of the Disclosure Schedules and GAAP applied using the same accounting methods, policiespractices, practices principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodology, as methodologies that were used in the preparation of the Audited Financial Statements and the Balance Sheet, as if such accounts were being prepared and audited as of a fiscal year end. In the event of any conflict among Schedule 1.1(x) of the Disclosure Schedules, the Balance Sheet and and/or GAAP, the Example Net Working Capital Calculation. Seller following shall provide Buyer with reasonable access control: (1) first, GAAP, (2) second, to the Books and Records extent not inconsistent with GAAP, Schedule 1.1(x) of the Acquired Companies and shall cause Disclosure Schedules (3) third, to the personnel extent not inconsistent with GAAP or Schedule 1.1(x) of the Acquired Companies to reasonably cooperate with Buyer for Disclosure Schedules, the purpose of enabling Buyer to calculate, and to review Seller’s calculation of Estimated Net Working Capital and Estimated Cash and such amounts shall be adjusted in response to Balance Sheet. In calculating any reasonable comments of Buyer provided prior to the Closing. The amount payable under Section 2.4(b)(i) shall be (i) increased or decreased, respectively, dollar-for-dollar by the amount that items on the Estimated Net Working Capital is more Closing Statement (other than the Estimated Closing Transaction Expenses), such calculations shall not take into account (x) transactions contemplated by this Agreement or less than Target Net Working Capital and the financing thereof or (y) any purchase price accounting or other similar adjustment resulting from the consummation of the transactions contemplated by this Agreement. (ii) increased dollar-for-dollar by the The “Estimated Closing Adjustment” shall be an amount of equal to the Estimated Cash Closing Working Capital minus $1,700,000 (provided that in no event shall the Estimated Cash exceed the Maximum Cash Amount“Target Working Capital”); provided, however, that in the event of a decrease, in lieu of decreasing the amount payable under Section 2.4(b)(i), the Deferred Payment Amount shall first be decreased by up to an aggregate of $2,000,000, and, if applicable, thereafter the amount payable under Section 2.4(b)(i) shall be decreased by the amount in excess of $2,000,000.

Closing Adjustment. At least three (3a) Not less than five Business Days prior to the anticipated Closing Date, Seller Parent shall prepare in good faith provide Purchaser Parent with an estimated statement of Working Capital, Closing Cash, Closing Indebtedness and deliver to Buyer a statement Closing Transaction Expenses, including reasonable detail supporting the calculation thereof (the “Estimated Closing Statement”), which shall be accompanied by a notice (the “Closing Notice”) setting signed by an authorized signatory of Parent that sets forth an unaudited consolidated balance sheet of the Acquired Companies as of 12:01 a.m. Eastern time on the Closing Date and an estimated calculation of (i) Net Working Capital (the “Estimated Net Working Capital”), (ii) Cash (the “Estimated Cash”), and (iii) SellerParent’s calculation good faith determination of the amount payable under Section 2.2(a) on Closing Adjustment and the basis of the Estimated Statement, in each case, along with reasonable supporting detail Purchase Price after giving effect to evidence the calculation of such amount. The Estimated Statement and all calculations therein shall be determined as of 12:01 a.m. Eastern time on the Closing Date and in accordance with GAAP, consistently applied, and using the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the Audited Balance Sheet and the Example Net Working Capital Calculation. Seller shall provide Buyer with reasonable access to the Books and Records of the Acquired Companies and shall cause the personnel of the Acquired Companies to reasonably cooperate with Buyer for the purpose of enabling Buyer to calculate, and to review Seller’s calculation of Estimated Net Working Capital and Estimated Cash and such amounts shall be adjusted in response to any reasonable comments of Buyer provided prior to the Closing. The amount payable under Section 2.4(b)(i) shall be (i) increased or decreased, respectively, dollar-for-dollar by the amount that the Estimated Net Working Capital is more than or less than Target Net Working Capital Adjustment and (ii) increased dollar-for-dollar by the account or accounts to which Purchaser Parent shall cause the Purchasing Entities or one or more of Purchaser Parent’s designees to transfer the Purchase Price pursuant to Section 2.03. (b) The Estimated Closing Statement shall specify an amount (which may be positive or negative) (the “Closing Adjustment”) that shall be equal to (i) the estimated amount of Working Capital, less (ii) the Target Working Capital Amount, plus (iii) the estimated amount of Closing Cash, less (iv) the estimated amount of Closing Indebtedness, less (v) the estimated amount of Closing Transaction Expenses. Parent shall use its commercially reasonable efforts to make its representatives reasonably available to Purchaser Parent and its representatives prior to the Closing following delivery of the Closing Notice to discuss its calculation of the Closing Adjustment and shall consider Purchaser Parent’s reasonable comments in good faith. (c) The Estimated Closing Statement shall be prepared in accordance with the accounting principles, classifications, practices, policies, bases, categorizations, management judgments and estimation methodologies set forth on Schedule II hereto (the “Accounting Principles”) and the terms of this Agreement. For illustrative purposes, Annex I to Schedule II sets forth a calculation of the Working Capital as if the Closing had occurred on January 31, 2019 (the “Illustrative Working Capital Statement”). (d) Notwithstanding anything to the contrary in this Agreement, in no event will the acceptance or the use of the Estimated Cash (provided that Closing Statement for the purposes of the Closing be deemed to constitute the agreement of Purchaser Parent to any of the estimates or amounts set forth therein, and in no event shall way will the delivery of the Estimated Cash exceed Closing Statement or the Maximum Cash Amount); provided, however, that in consummation of the event Closing be construed as a waiver by Purchaser Parent of a decrease, in lieu of decreasing the amount payable its rights under Section 2.4(b)(i), the Deferred Payment Amount shall first be decreased by up to an aggregate of $2,000,000, and, if applicable, thereafter the amount payable under Section 2.4(b)(i) shall be decreased by the amount in excess of $2,000,0002.05.

Closing Adjustment. At the Closing, the Purchase Price shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Net Working Capital (as determined in accordance with this Section 2.7) is greater than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital (in either case, the “Estimated Adjustment Amount”); (B) a decrease by the outstanding Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland as of the close of business on the Closing Date; and (C) a decrease by the amount of unpaid Transaction Costs as of the close of business on the Closing Date. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” At least three one (31) Business Days Day prior to the Closing Date, Seller the Sellers and Mission Maryland shall prepare in good faith and deliver to Buyer the Buyers a statement report (the “Estimated StatementClosing Report”) setting forth (1) an unaudited estimated consolidated balance sheet of the Acquired Companies Sellers and the LicenseCos and Mission Maryland as of 12:01 a.m. Eastern time on the Closing Date (without giving effect to the consummation of the transactions contemplated hereby), including the Sellers’ and an estimated calculation Mission Maryland’s good faith estimate of (i) the Net Working Capital (the “Estimated Net Working Capital”), (ii2) Cash the Sellers’ and Mission Maryland’s good faith estimate of the Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereof, and (3) based upon the foregoing, a calculation of the Closing Date Payment based thereon (the “Estimated CashClosing Date Payment”), including the Sellers’ good faith estimate of the portion of the Estimated Closing Date Payment payable to each Seller in accordance with the Allocation Schedule. The preparation of the Closing Report and (iii) Seller’s the calculation of the amount payable under Section 2.2(a) on the basis of the Estimated Statement, in each case, along with reasonable supporting detail to evidence the calculation of such amount. The Estimated Statement and all calculations therein components thereof shall be determined as of 12:01 a.m. Eastern time on the Closing Date and prepared in accordance with GAAP, consistently applied, the policies and using the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were procedures used in calculating the preparation sample calculation of the Audited Balance Sheet and the Example Net Working Capital Calculation. Seller shall provide Buyer with reasonable access to the Books and Records of the Acquired Companies as set forth on Schedule 2.7(a), and shall cause the personnel of the Acquired Companies to reasonably cooperate with Buyer for the purpose of enabling Buyer to calculate, and to review Seller’s calculation of Estimated Net Working Capital and Estimated Cash and such amounts shall be adjusted in response to any reasonable comments of Buyer provided prior to the Closing. The amount payable under Section 2.4(b)(i) shall be (i) increased or decreased, respectively, dollar-for-dollar be signed by the amount Sellers and shall certify that the Estimated Net Working Capital is more than or less than Target Net Working Capital components of the Closing Report and the calculations therein were prepared in good faith based on the books and records of the Sellers and the LicenseCos and Mission Maryland, and (ii) increased dollar-for-dollar by include reasonably detailed supporting documents for the amount calculation of the Estimated Cash (provided that in no event shall components of the Estimated Cash exceed the Maximum Cash Amount); provided, however, that in the event of a decrease, in lieu of decreasing the amount payable under Section 2.4(b)(i), the Deferred Payment Amount shall first be decreased by up to an aggregate of $2,000,000, and, if applicable, thereafter the amount payable under Section 2.4(b)(i) shall be decreased by the amount in excess of $2,000,000Closing Report.

Closing Adjustment. At least (i) No later than three (3) Business Days prior to before the Closing Date, Seller shall prepare in good faith and the Partnership will deliver to Buyer the Parent (A) an estimated unaudited consolidated balance sheet of the Partnership at and as of 11:59 P.M. on the day immediately preceding the Closing Date (the “Estimated Closing Balance Sheet”), (B) a statement (the “Estimated Closing Statement”) setting forth an unaudited consolidated balance sheet of the Acquired Companies as of 12:01 a.m. Eastern time on the Closing Date and an estimated calculation of (i) Net Working Capital (the “Estimated Net Working Capital”), (ii) Cash (the “Estimated Cash”), and (iii) Seller’s calculation its good faith estimate of the amount payable under Section 2.2(a) on the basis of the Closing Cash, any Closing Working Capital Surplus or Closing Working Capital Deficiency, the Closing Indebtedness and the Transaction Expenses and (C) an updated version of Exhibit C reflecting the Rollover Consideration and Cash Consideration payable in accordance with the Estimated Statement, in each case, along with reasonable supporting detail to evidence the calculation of such amountClosing Statement (“Updated Exhibit C”). The Estimated Statement and all calculations therein shall be determined as of 12:01 a.m. Eastern time on the Closing Date and in accordance with GAAP, consistently applied, and using the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the Audited Balance Sheet and the Example Net Working Capital CalculationEstimated Closing Statement will be prepared by the Partnership in accordance with GAAP and this Agreement applied on a basis consistent with past practice and the principles used in preparation of the Latest Balance Sheet (without giving effect to the transactions contemplated herein). Seller shall provide Buyer The Parent and its Representatives, including the Parent’s independent accountants, will be entitled to review all work papers of the Partnership and its Representatives, including its independent accountants, prepared or reviewed in connection with reasonable the delivery of the Estimated Closing Balance Sheet and the Estimated Closing Statement, as well as access to the Books books and Records of the Acquired Companies records and shall cause the personnel of the Acquired Companies to Partnership as the Parent may reasonably cooperate with Buyer request for the purpose of enabling Buyer to calculatereviewing the Estimated Closing Balance Sheet and the Estimated Closing Statement. If the Parent disputes the Estimated Closing Balance Sheet, and to review Seller’s calculation of the Estimated Net Working Capital and Estimated Cash and such amounts shall be adjusted in response to Closing Statement (or any reasonable comments of Buyer provided portion thereof) or the Updated Exhibit C prior to the Closing. The amount payable under Section 2.4(b)(i) shall be (i) increased or decreased, respectively, dollar-for-dollar by then the amount that the Estimated Net Working Capital is more than or less than Target Net Working Capital and (ii) increased dollar-for-dollar by the amount of the Estimated Cash (provided that in no event shall the Estimated Cash exceed the Maximum Cash Amount); provided, however, that in the event of a decrease, in lieu of decreasing the amount payable under Section 2.4(b)(i)Parent, the Deferred Payment Amount shall first be decreased by up Partnership, and the Holder Representative will negotiate in good faith to an aggregate of $2,000,000, and, if applicable, thereafter the amount payable under Section 2.4(b)(i) shall be decreased by the amount in excess of $2,000,000resolve any such dispute at or prior to Closing.

Closing Adjustment. (i) At least three the Closing, the Purchase Price shall be adjusted in the following manner (3in each case as determined in accordance with Section 2.04(a)(ii) below): (A) either (1) an increase by the amount, if any, by which the Estimated Closing Working Capital is greater than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the Target Net Working Capital; (B) either (1) an increase by the amount, if any, by which the Estimated Closing PP&E Amount is greater than the Target PP&E Amount, or (2) a decrease by the amount, if any, by which the Estimated Closing PP&E Amount is less than the Target PP&E Amount; (C) an increase by the outstanding amount of Estimated Closing Cash of the Heartland Companies as of the Calculation Time; (D) a decrease by the outstanding Estimated Closing Indebtedness of the Heartland Companies as of the Calculation Time; and (E) a decrease by the amount of unpaid Estimated Closing Transaction Expenses of the Heartland Companies as of the Calculation Time. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment”. (ii) One (1) Business Days Day prior to the Closing DateClosing, Seller Representative shall prepare in good faith and deliver to Buyer a statement (the “Estimated Statement”) setting forth an unaudited consolidated balance sheet of the Acquired Companies as of 12:01 a.m. Eastern time on the Closing Date and an estimated calculation with its good faith estimate of (i) Net Closing Working Capital (the “Estimated Net Closing Working Capital”), (ii) Cash Closing PP&E Amount (the “Estimated Closing PP&E Amount”), (iii) Closing Cash (“Estimated Closing Cash”), (iv) Closing Indebtedness (including an itemized list of each such item of Closing Indebtedness and the person to whom such item of Closing Indebtedness is owed) (“Estimated Closing Indebtedness”) and (iiiv) Seller’s calculation Closing Transaction Expenses (including an itemized list of each such unpaid Transaction Expense and the person to whom such expense is owed) (“Estimated Closing Transaction Expenses”), which statement shall contain an estimated balance sheet of the amount payable under Section 2.2(a) on the basis of the Estimated Statement, in each case, along with reasonable supporting detail to evidence the calculation of such amount. The Estimated Statement and all calculations therein shall be determined Heartland Companies as of 12:01 a.m. Eastern time on the Closing Date and in accordance with GAAP, consistently applied, and using the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the Audited Balance Sheet and the Example Net Working Capital Calculation. Seller shall provide Buyer with reasonable access (without giving effect to the Books and Records of the Acquired Companies and shall cause the personnel of the Acquired Companies to reasonably cooperate with Buyer for the purpose of enabling Buyer to calculate, and to review Seller’s calculation of Estimated Net Working Capital and Estimated Cash and such amounts shall be adjusted in response to any reasonable comments of Buyer provided prior to the Closing. The amount payable under Section 2.4(b)(i) shall be (i) increased or decreased, respectively, dollar-for-dollar by the amount that the Estimated Net Working Capital is more than or less than Target Net Working Capital and (ii) increased dollar-for-dollar by the amount of the Estimated Cash (provided that in no event shall the Estimated Cash exceed the Maximum Cash Amount); provided, however, that in the event of a decrease, in lieu of decreasing the amount payable under Section 2.4(b)(i), the Deferred Payment Amount shall first be decreased by up to an aggregate of $2,000,000, and, if applicable, thereafter the amount payable under Section 2.4(b)(i) shall be decreased by the amount in excess of $2,000,000.transactions

Closing Adjustment. (i) At the Closing, the Term Loans Consideration Amount shall be adjusted in the following manner: either (1) an increase by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.7(a)(ii)) is greater than the Target Working Capital provided that in no event will such increase be more than $50,000,000, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the Target Working Capital. (ii) At least three (3) 3 Business Days prior to before the Closing DateClosing, Seller Sellers shall prepare in good faith and deliver to Buyer Purchaser a statement (the “Estimated Statement”) setting forth an unaudited consolidated balance sheet its good faith estimate of the Acquired Companies as of 12:01 a.m. Eastern time on the Closing Date and an estimated calculation of (i) Net Working Capital (the “Estimated Net Closing Working Capital”), (ii) Cash which statement shall be substantially in the form of Exhibit E and contain a calculation of Estimated Closing Working Capital (the “Estimated CashClosing Working Capital Statement”), and (iii) Seller’s calculation of the amount payable under Section 2.2(a) on the basis of the Estimated Statement, in each case, along with reasonable supporting detail to evidence the calculation of such amount. The Estimated Statement and all calculations therein shall be determined as of 12:01 a.m. Eastern time on the Closing Date and prepared in accordance with GAAP, consistently applied, and GAAP applied using the same accounting methods, policiespractices, practices principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodology, as were methodologies used by Sellers and their Affiliates in the preparation of the Audited Balance Sheet Financial Statements, subject to any modifications and limitations set forth on Exhibit E. During the Example Net period after the delivery of the Estimated Closing Working Capital Calculation. Seller Statement and prior to the Closing Date, Purchaser shall have an opportunity to review the Estimated Closing Working Capital Statement and Elixir (on behalf of the Sellers) shall provide Buyer with Purchaser and its Advisors reasonable access to all properties, books and records relating thereto and the Books officers and Records other employees and advisors of the Acquired Companies Sellers and shall cause their Affiliates, in each case, to the personnel extent reasonably necessary to assist Purchaser and its Advisors in their review of the Acquired Companies Estimated Closing Working Capital Statement; provided that such access shall be in a manner that does not interfere with the normal business operations of Sellers. The Sellers shall in good faith consider any questions or comments received from Purchaser regarding the Estimated Closing Working Capital Statement; provided that, to reasonably cooperate the extent that Elixir and Purchaser disagree as to any one or more items, then with Buyer respect to each such item, the amount of such item set forth in the initial Estimated Closing Working Capital Statement sent by Elixir will be used for purposes of calculating the Term Loans Consideration Amount for the purpose Closing. The agreement, if any, of enabling Buyer the Parties to calculaterevisions to the Estimated Closing Working Capital Statement or the failure of the Parties to agree to any such revisions shall not constitute a waiver or limitation of a Party’s rights and obligations pursuant to Section 2.7(b), and to review Seller’s Section 2.7(c), or Section 2.7(d). (iii) The Parties agree that the amounts set forth in Exhibit E are solely for the purposes of providing an example calculation of Estimated Net Closing Working Capital in accordance with the terms of this Agreement but that such amounts are solely illustrative and Estimated Cash and do not constitute any agreement or representation or warranty by any Party as to what such amounts shall be adjusted in response to any reasonable comments of Buyer provided prior to the Closing. The amount payable under Section 2.4(b)(i) shall be (i) increased or decreased, respectively, dollar-for-dollar by the amount that the Estimated Net Estimate Closing Working Capital is more than or less than Target Net the Closing Working Capital and (ii) increased dollar-for-dollar by the amount none of the Estimated Cash (provided that in no event shall the Estimated Cash exceed the Maximum Cash Amount); provided, however, that in the event of a decrease, in lieu of decreasing the amount payable under Section 2.4(b)(i)Closing Working Capital Statement, the Deferred Payment Amount shall first be decreased by up to an aggregate Closing Working Capital Statement, or the Statement of $2,000,000, and, if applicable, thereafter the amount payable under Section 2.4(b)(i) Objections shall be decreased bound by or required to include the amount amounts set forth in excess of $2,000,000.Exhibit E.

Closing Adjustment. (i) At the Closing, the Purchase Price shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.04(a)(ii)) is greater than the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the Target Working Capital; and (B) a decrease by the amount of Estimated Transaction Expenses of the Company as of the Closing Effective Time (determined without giving effect to the transactions contemplated herein), which shall in no event be an amount less than the amounts paid by the Buyer pursuant to Section 2.03(a)(ii). The net amount after giving effect to the adjustments listed above shall be the “Estimated Closing Date Payment.” (ii) At least three (3) five Business Days prior to before the Closing DateClosing, Seller shall prepare in good faith and deliver to Buyer a statement (the “Estimated Closing Statement”) setting forth an unaudited consolidated balance sheet its good faith estimate of the Acquired Companies as of 12:01 a.m. Eastern time on (A) the Closing Date and an estimated calculation of (i) Net Working Capital (the “Estimated Net Closing Working Capital”), (iiB) Cash the Transaction Expenses (the “Estimated CashTransaction Expenses”); (C) any net adjustment (upward or downward) to the Purchase Price as a result of the foregoing, and (iiiD) Seller’s calculation of the amount payable under Section 2.2(a) on the basis of the resulting Estimated Statement, in each case, along with reasonable supporting detail to evidence the calculation of such amountClosing Date Payment. The Estimated Closing Statement and all calculations therein shall be determined accompanied by an (X) estimated balance sheet of the Company as of 12:01 a.m. Eastern time on the Closing Date Effective Time (determined without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital, and a certificate of the Chief Financial Officer of Seller certifying that the Estimated Closing Statement was prepared using the definitions contained in this Agreement and, to the extent consistent with such definitions, in accordance with GAAP, consistently applied, and GAAP applied using the same accounting methods, policiespractices, practices principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodology, as methodologies that were used in the preparation of the Audited Balance Sheet and the Example Net Working Capital Calculation. Seller shall provide Buyer with reasonable access to the Books and Records of the Acquired Companies and shall cause the personnel of the Acquired Companies to reasonably cooperate with Buyer Financial Statements for the purpose most recent fiscal year end as if such Estimated Closing Statement was being prepared and audited as of enabling Buyer to calculate, and to review Seller’s calculation of Estimated Net Working Capital and Estimated Cash and such amounts shall be adjusted in response to any reasonable comments of Buyer provided prior to the Closing. The amount payable under Section 2.4(b)(i) shall be (i) increased or decreased, respectively, dollar-for-dollar by the amount that the Estimated Net Working Capital is more than or less than Target Net Working Capital a fiscal year end and (iiY) increased dollar-for-dollar by the amount of the Estimated Cash (provided that in no event shall the Estimated Cash exceed the Maximum Cash Amount); provided, however, that in the event of a decrease, in lieu of decreasing the amount payable under Section 2.4(b)(i), the Deferred Payment Amount shall first be decreased by up to an aggregate of $2,000,000, and, if applicable, thereafter the amount payable under Section 2.4(b)(i) shall be decreased by the amount in excess of $2,000,000Closing Transaction Expenses Certificate.

Closing Adjustment. (i) At the Closing, the Purchase Price shall be adjusted by either: (1) an increase by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.3(a)(ii)) is greater than the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the Target Working Capital. The net amount after giving effect to this adjustment shall be the “Closing Date Payment.” (ii) At least three (3) Business Days prior to before the Closing DateClosing, Seller shall prepare in good faith and deliver to Buyer a statement (the “Estimated Statement”) setting forth an unaudited consolidated balance sheet its good faith estimate of the Acquired Companies as of 12:01 a.m. Eastern time on the Closing Date and an estimated calculation of (i) Net Working Capital (the “Estimated Net Closing Working Capital”), which statement shall contain an estimated balance sheet of the Company as of the Closing Date (ii) Cash without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital (the “Estimated CashClosing Working Capital Statement”), and (iii) Seller’s calculation a certificate of the amount payable under Section 2.2(a) on the basis Chief Executive Officer of Seller that the Estimated Statement, in each case, along with reasonable supporting detail to evidence the calculation of such amount. The Estimated Closing Working Capital Statement and all calculations therein shall be determined as of 12:01 a.m. Eastern time on the Closing Date and was prepared in accordance with GAAP, consistently applied, and GAAP applied using the same accounting methods, policiespractices, practices principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodology, as methodologies that were used in the preparation of the Audited Balance Sheet and audited Financial Statements for the Example Net most recent fiscal year end as if such Estimated Closing Working Capital CalculationStatement was being prepared and audited as of a fiscal year end. In addition, Seller shall provide Buyer with agrees to use commercially reasonable access efforts to deliver an uncertified update to the Books and Records of the Acquired Companies and shall cause the personnel of the Acquired Companies to reasonably cooperate with Buyer for the purpose of enabling Buyer to calculate, and to review Seller’s calculation of Estimated Net Closing Working Capital Statement on or before November 10, 2018, which Buyer and Estimated Cash and such amounts Seller agree shall be adjusted in response to any reasonable comments of Buyer provided prior to the Closing. The amount payable under Section 2.4(b)(i) shall be (i) increased or decreased, respectively, dollar-for-dollar by the amount that the Estimated Net Working Capital is more than or less than Target Net Working Capital and (ii) increased dollar-for-dollar by the amount of the Estimated Cash (provided that in no event shall the Estimated Cash exceed the Maximum Cash Amount); provided, however, that in the event of a decrease, in lieu of decreasing the amount payable under Section 2.4(b)(i), the Deferred Payment Amount shall first be decreased by up to an aggregate of $2,000,000, and, if applicable, thereafter the amount payable under Section 2.4(b)(i) shall be decreased by the amount in excess of $2,000,000for informational purposes only.

Closing Adjustment. (i) At the Closing, the Purchase Price shall be adjusted upward or downward dollar-for-dollar by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.04(a)(ii)), which is set forth on Exhibit D hereto, is greater than Seven Million Seven Hundred Seventy-eight Thousand Four Hundred and Five Dollars ($7,778,405.00), or is less than Seven Million Seven Hundred Twenty-eight Thousand Four Hundred and Five Dollars ($7,728,405.00)(the “Target Net Working Capital Valuation Range”). The net amount after giving effect to the adjustment described above shall be the “Closing Date Payment.” For purposes of clarity, (A) the adjustment described in this Section 2.04(a)(i) shall be made to the Closing Cash Payment, and (B) Buyer and Seller agree to treat the payment of the outstanding Indebtedness of the Company and Transaction Expenses as deductible expenses of the Company incurred during a Pre-Closing Tax Period to the fullest extent allowed by Law. (ii) At least three (3) Business Days prior to before the Closing DateClosing, Seller shall prepare in good faith and deliver to Buyer a statement setting forth his good faith estimate of Closing Working Capital, subject to any modification as may be mutually agreed upon by Seller and Buyer (the “Estimated StatementClosing Working Capital”) setting forth ), which statement shall contain an unaudited consolidated estimated balance sheet of the Acquired Companies Company as of 12:01 a.m. Eastern time on the Closing Date and an estimated (without giving effect to the transactions contemplated herein), a calculation of (i) Net Estimated Closing Working Capital (the “Estimated Net Closing Working Capital”), (ii) Cash (the “Estimated CashCapital Statement”), and (iii) Seller’s calculation a certificate of the amount payable under Section 2.2(a) on the basis of the Estimated Statement, in each case, along with reasonable supporting detail to evidence the calculation of such amount. The Estimated Statement and all calculations therein shall be determined as of 12:01 a.m. Eastern time on the Closing Date and in accordance with GAAP, consistently applied, and using the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the Audited Balance Sheet and the Example Net Working Capital Calculation. Seller shall provide Buyer with reasonable access to the Books and Records of the Acquired Companies and shall cause the personnel of the Acquired Companies to reasonably cooperate with Buyer for the purpose of enabling Buyer to calculate, and to review Seller’s calculation of Estimated Net Working Capital and Estimated Cash and such amounts shall be adjusted in response to any reasonable comments of Buyer provided prior to the Closing. The amount payable under Section 2.4(b)(i) shall be (i) increased or decreased, respectively, dollar-for-dollar by the amount that the Estimated Net Closing Working Capital is more than or less than Target Net Working Capital and (ii) increased dollar-for-dollar by the amount of the Estimated Cash (provided that in no event shall the Estimated Cash exceed the Maximum Cash Amount); provided, however, that in the event of a decrease, in lieu of decreasing the amount payable under Section 2.4(b)(i), the Deferred Payment Amount shall first be decreased by up to an aggregate of $2,000,000, and, if applicable, thereafter the amount payable under Section 2.4(b)(i) shall be decreased by the amount in excess of $2,000,000Statement was prepared Consistent with Past Practice.

Closing Adjustment. (i) At the Closing, the portion of the Purchase Price payable in cash pursuant to Section 2.02(a) shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.04(a)(ii)) is greater than the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the Target Working Capital; (B) a decrease by the outstanding Indebtedness of the Company Group as of the Closing Date; and (C) a decrease by the amount of unpaid Transaction Expenses of the Company Group as of the Closing Date. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” (ii) At least three (3) Business Days prior to before the Closing DateClosing, Seller shall prepare in good faith and deliver to Buyer a statement (the “Estimated Statement”) setting forth an unaudited consolidated balance sheet its good faith estimate of the Acquired Companies as of 12:01 a.m. Eastern time on the Closing Date and an estimated calculation of (i) Net Working Capital (the “Estimated Net Closing Working Capital”), which statement shall contain an estimated consolidated balance sheet of the Company Group as of the Closing Date (ii) Cash without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital (the “Estimated CashClosing Working Capital Statement”), and (iii) Seller’s calculation a certificate of the amount payable under Section 2.2(a) on the basis of Seller that the Estimated Statement, in each case, along with reasonable supporting detail to evidence the calculation of such amount. The Estimated Closing Working Capital Statement and all calculations therein shall be determined as of 12:01 a.m. Eastern time on the Closing Date and was prepared in accordance with GAAP, consistently applied, GAAP and using otherwise in a manner consistent with the same accounting methods, policiespractices, practices principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodology, as methodologies that were used in the preparation of the Audited Balance Sheet and Unaudited Financial Statements for the Example Net most recent fiscal year end as if such Estimated Closing Working Capital Calculation. Seller shall provide Buyer with reasonable access to the Books Statement was being prepared and Records of the Acquired Companies and shall cause the personnel of the Acquired Companies to reasonably cooperate with Buyer for the purpose of enabling Buyer to calculate, and to review Seller’s calculation of Estimated Net Working Capital and Estimated Cash and such amounts shall be adjusted in response to any reasonable comments of Buyer provided prior to the Closing. The amount payable under Section 2.4(b)(i) shall be (i) increased or decreased, respectively, dollar-for-dollar by the amount that the Estimated Net Working Capital is more than or less than Target Net Working Capital and (ii) increased dollar-for-dollar by the amount of the Estimated Cash (provided that in no event shall the Estimated Cash exceed the Maximum Cash Amount); provided, however, that in the event unaudited as of a decrease, in lieu of decreasing the amount payable under Section 2.4(b)(i), the Deferred Payment Amount shall first be decreased by up to an aggregate of $2,000,000, and, if applicable, thereafter the amount payable under Section 2.4(b)(i) shall be decreased by the amount in excess of $2,000,000fiscal year end.

Closing Adjustment. At least three four (34) Business Days prior to business days before the Closing DateClosing, Seller shall prepare in good faith and deliver to Buyer (A) a statement (the “Estimated Closing Working Capital Statement”) setting forth an unaudited consolidated balance sheet in reasonable detail Seller’s good faith estimates of the Acquired Companies as of 12:01 a.m. Eastern time on the Closing Date and an estimated calculation of (i) Net Working Capital and each component thereof, and all supporting calculations, schedules, and documentation therefor (the “Estimated Net Closing Working Capital”), (ii) Cash (the “Estimated Cash”), and (iiiB) Seller’s a certificate of the chief financial officer of Seller that the Estimated Closing Working Capital Statement was prepared in accordance with the Accounting Policies. By way of illustration, a sample calculation of Estimated Closing Working Capital as of March 31, 2016 is set forth on Schedule 2.9 attached hereto. The Parties shall negotiate in good faith to resolve any dispute related to the calculation of the amount payable under Section 2.2(aEstimated Closing Working Capital within three (3) on the basis business days of Seller’s delivery of the Estimated Statement, in each case, along with reasonable supporting detail to evidence the calculation of such amount. The Estimated Statement and all calculations therein shall be determined as of 12:01 a.m. Eastern time on the Closing Date and in accordance with GAAP, consistently applied, and using the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the Audited Balance Sheet and the Example Net Working Capital Calculation. Seller shall provide Buyer with reasonable access Statement and, to the Books and Records of the Acquired Companies and shall cause the personnel of the Acquired Companies to reasonably cooperate with Buyer for the purpose of enabling Buyer to calculateextent applicable, and to review Seller’s calculation of Estimated Net Working Capital and Estimated Cash and such amounts estimated amount shall be adjusted in response to reflect any changes mutually agreed to by the Parties; provided, however, that if the Parties are unable to reach agreement within such three (3) business day period with respect to any reasonable comments of such dispute, the Buyer provided prior shall nevertheless proceed to the Closing, subject to the terms and conditions set forth herein, and, in such an event, Buyer shall pay to Sellers at the Closing the Closing Payment determined based upon the Estimated Closing Working Capital Statement as delivered by Seller (it being understood that with respect to any unresolved items, the Estimated Closing Working Capital Statement as delivered by Seller shall control solely for purposes of determining the amounts payable at the Closing, but shall not limit or otherwise affect Buyer’s remedies under this Agreement or otherwise, or constitute an acknowledgement by Buyer of the accuracy of the amounts reflected thereof). The amount payable under Section 2.4(b)(i) Closing Payment shall be (i) increased or decreased, respectively, dollar-for-dollar by the amount that the Estimated Net Closing Working Capital is more than or less than $3,150,000 (the “Target Net Working Capital and Capital”) (ii) increased dollar-for-dollar by the amount of the Estimated Cash (provided that in no event shall the Estimated Cash exceed the Maximum Cash Amount); provided, however, that in the event of a such increase or decrease, in lieu of decreasing the amount payable under Section 2.4(b)(i)as applicable, the Deferred “Closing Payment Amount shall first be decreased by up to an aggregate of $2,000,000, and, if applicable, thereafter the amount payable under Section 2.4(b)(i) shall be decreased by the amount in excess of $2,000,000Adjustment”).

Closing Adjustment. (i) At the Closing, the Closing Cash Purchase Price shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.04(a)(ii)) is greater than the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the Target Working Capital; (B) an increase by Estimated Cash; (C) a decrease by the Estimated Indebtedness (including the Estimated Vehicle Lease Obligations Amount); (D) a decrease by the Estimated Transaction Expenses; and (E) an increase by Estimated Vehicle Lease Obligations Amount. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Cash Consideration.” (ii) At least three (3) Business Days prior to before the Closing DateClosing, the Stockholders and the Seller shall prepare in good faith and deliver to the Buyer a statement (the “Estimated Closing Statement”) setting forth an unaudited consolidated balance sheet of the Acquired Companies as of 12:01 a.m. Eastern time on the Closing Date and an estimated calculation a good faith estimate of (iA) Net Closing Working Capital (the “Estimated Net Closing Working Capital”), (iiB) Cash as of the Determination Time (the “Estimated Cash”), (C) the outstanding Indebtedness of the Company as of the Determination Time (“Estimated Indebtedness”), (D) the unpaid Transaction Expenses as of the Determination Time (“Estimated Transaction Expenses”), (E) the outstanding amount of Vehicle Lease Obligations as of the Determination Time (the “Estimated Vehicle Lease Obligations Amount”), and (iiiF) the Seller’s calculation of the amount payable under Closing Date Cash Consideration in accordance with Section 2.2(a2.04(a)(i) on the basis as a result of the estimates described in the foregoing clauses (A) through (E), together with a certificate of the Chief Financial Officer of the Company that the Estimated Statement, Closing Statement was prepared in each case, along with reasonable supporting detail to evidence the calculation of such amount. The Estimated Statement and all calculations therein shall be determined as of 12:01 a.m. Eastern time on the Closing Date good faith and in accordance with GAAP, consistently applied, this Agreement and GAAP applied using the same accounting methods, policiespractices, practices principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodology, as methodologies that were used in the preparation of the Audited Balance Sheet Financial Statements for the most recent fiscal year end as if such Estimated Closing Statement was being prepared and the Example Net Working Capital Calculationaudited as of a fiscal year end. The Seller shall provide consult the Buyer with reasonable access to regarding the Books and Records of the Acquired Companies and shall cause the personnel of the Acquired Companies to reasonably cooperate with Buyer for the purpose of enabling Buyer to calculate, and to review Seller’s calculation of Estimated Net Working Capital and Estimated Cash and such amounts shall be adjusted in response to any reasonable comments of Buyer provided prior to the Closing. The amount payable under Section 2.4(b)(i) shall be (i) increased or decreased, respectively, dollar-for-dollar by the amount that the Estimated Net Working Capital is more than or less than Target Net Working Capital and (ii) increased dollar-for-dollar by the amount preparation of the Estimated Cash (provided that in no event Closing Statement, including any estimates of such amounts. Not less than one Business Day prior to Closing, the Buyer shall notify the Seller of its good faith objections, if any, to the Estimated Cash exceed Closing Statement. The Seller shall consider in good faith the Maximum Cash Amount); providedBuyer’s objections to the Estimated Closing Statement calculations and shall revise such calculations, howeverif, that in based on Seller’s good faith assessment of the event of a decreaseBuyer’s objections, in lieu of decreasing such changes are warranted, which revised calculations shall become the amount payable under Section 2.4(b)(i), the Deferred Payment Amount shall first be decreased by up to an aggregate of $2,000,000, and, if applicable, thereafter the amount payable under Section 2.4(b)(i) shall be decreased by the amount in excess of $2,000,000applicable Estimated Closing Statement.

Closing Adjustment. At least As soon as practicable before the Closing, but in no event later than 5:00 p.m. (Mountain Time) on the date that is three (3) Business Days prior to the Closing Date, Seller the Member Representatives shall prepare in good faith and deliver to Buyer Parent: (i) an estimated balance sheet of the Company as of 12:01 a.m. Mountain Time on the Closing Date; and (ii) a statement (the “Estimated Closing Statement”) setting forth an unaudited consolidated balance sheet ), in the format attached hereto as Exhibit B, of the Acquired Companies as Merger Consideration adjusted for (A) the Member Representatives’ good faith estimate of 12:01 a.m. Eastern time on the Closing Date and an estimated calculation of (i) Net Working Capital Amount (such estimate, the “Estimated Net Closing Working CapitalCapital Amount”), presented in a manner consistent with the pro forma example attached hereto as Schedule 2.05(b) and prepared in accordance with GAAP; (B) the Estimated Closing Working Capital Adjustment Amount, (C) the Member Representatives’ good faith calculation of the Closing Indebtedness Amount (such estimate, the “Estimated Closing Indebtedness Amount”); (D) the Member Representatives’ good faith calculation of the Closing Non-Reimbursable Transaction Expenses Amount (such estimate, the “Estimated Closing Non-Reimbursable Transaction Expenses Amount”), (iiE) Cash (the “Estimated Cash”), and (iii) Seller’s Member Representatives’ good faith calculation of the Closing Merger Consideration payable to each Member in accordance with the terms hereof; (F) the Allocation Schedule; and (G) bank wire instructions for, and the aggregate amount payable under due to, each Person entitled to any payment at the Closing pursuant to Section 2.2(a) on the basis of the Estimated Statement3.02, in each case, along with reasonable which will be accompanied by reasonably detailed supporting detail to evidence the calculation of such amount. The Estimated Statement calculations and all calculations therein shall be determined as of 12:01 a.m. Eastern time on the Closing Date and in accordance with GAAP, consistently applied, and using the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the Audited Balance Sheet and the Example Net Working Capital Calculation. Seller shall provide Buyer with reasonable access to the Books and Records of the Acquired Companies and shall cause the personnel of the Acquired Companies to reasonably cooperate with Buyer for the purpose of enabling Buyer to calculate, and to review Seller’s calculation of Estimated Net Working Capital and Estimated Cash and such amounts shall be adjusted in response to any reasonable comments of Buyer provided prior to the Closing. The amount payable under Section 2.4(b)(i) shall be (i) increased or decreased, respectively, dollar-for-dollar by the amount that the Estimated Net Working Capital is more than or less than Target Net Working Capital and (ii) increased dollar-for-dollar by the amount of the Estimated Cash (provided that in no event shall the Estimated Cash exceed the Maximum Cash Amount); provided, however, that in the event of a decrease, in lieu of decreasing the amount payable under Section 2.4(b)(i), the Deferred Payment Amount shall first be decreased by up to an aggregate of $2,000,000, and, if applicable, thereafter the amount payable under Section 2.4(b)(i) shall be decreased by the amount in excess of $2,000,000documentation.

Closing Adjustment. (a) At least three (3) Business Days prior to the Closing Date, Seller shall prepare in good faith and deliver to Buyer Purchaser a statement (the “Estimated Closing Statement”) setting forth an unaudited consolidated estimated balance sheet of the Acquired Companies Company as of 12:01 a.m. Eastern time on the Closing Date and including a good faith estimate (which estimate includes the following on both an estimated calculation aggregate basis of the Company and, if applicable, on an individual basis of Company) of the: (i) Net Working Capital estimated Closing Indebtedness (the “Estimated Net Indebtedness”); (ii) Working Capital at Closing (the “Estimated Working Capital”), (ii) Cash (the “Estimated Cash”), and ; (iii) Seller’s calculation of the amount payable under Section 2.2(aestimated Transaction Expenses to be paid at Closing, (iv) on the basis of the Estimated Statement, Working Capital Adjustment (as determined in each case, along accordance with reasonable supporting detail to evidence Section 2.7(b)); and (v) the calculation of such amountEstimated Closing Consideration resulting from the foregoing. The Estimated Closing Statement and all calculations therein shall be determined prepared in accordance with the terms set forth in the Working Capital Principles. Except as otherwise provided in this Section 2.7 or in the definition of 12:01 a.m. Eastern time on Working Capital Principles, Indebtedness or Closing Cash, the Estimated Closing Date and Statement shall be prepared in accordance with GAAP, consistently applied, . The worksheets and using data used by the same accounting methods, policies, practices and procedures, Seller to prepare the Estimated Closing Statement shall be delivered to the Purchaser concurrent with consistent classifications, judgments and estimation methodologythe delivery of the Estimated Closing Statement. (b) If, as were used set forth in the preparation of Estimated Closing Statement, the Audited Balance Sheet and the Example Net Estimated Working Capital Calculation. Seller shall provide Buyer with reasonable access to the Books and Records of the Acquired Companies and shall cause the personnel of the Acquired Companies to reasonably cooperate with Buyer for the purpose of enabling Buyer to calculate, and to review Seller’s calculation of Estimated Net Working Capital and Estimated Cash and such amounts shall be adjusted in response to any reasonable comments of Buyer provided prior to the Closing. The amount payable under Section 2.4(b)(i) shall be (i) increased or decreasedexceeds the Target Working Capital, respectivelythen the Estimated Closing Consideration will be increased, dollar-for-dollar by the dollar, in an amount that the Estimated Net Working Capital is more than equal to such excess, or less than Target Net Working Capital and (ii) increased is less than the Target Working Capital, then the Estimated Closing Consideration will be decreased, dollar-for-dollar by the amount of the Estimated Cash (provided that in no event shall the Estimated Cash exceed the Maximum Cash Amount); provided, however, that in the event of a decreasedollar, in lieu of decreasing the an amount payable under Section 2.4(b)(i)equal to such shortfall (in either case, such adjustment, the Deferred Payment Amount shall first be decreased by up “Estimated Working Capital Adjustment”) pursuant to an aggregate of $2,000,000, and, if applicable, thereafter the amount payable under Section 2.4(b)(i) shall be decreased by the amount in excess of $2,000,0002.6.

Closing Adjustment. At least As soon as practicable before the Closing, but in no event later than 5:00 p.m. (Mountain Time) on the date that is three (3) Business Days prior to the Closing Date, Seller the Company shall prepare in good faith and deliver to Buyer Parent a statement (the “Estimated Closing Statement”) setting forth an unaudited consolidated balance sheet forth: (i) the Company’s good faith estimate of the Acquired Working Capital of the Target Companies as of 12:01 a.m. Eastern time Mountain Time on the Closing Date and an estimated calculation of (i) Net Working Capital (such estimate, the “Estimated Net Closing Working CapitalCapital Amount”), prepared in accordance with GAAP and presented in a manner consistent with the pro forma example attached hereto as Schedule 2.05(b); (ii) Cash the Company’s good faith calculation of the Closing Indebtedness (such estimate, the “Estimated CashClosing Indebtedness Amount”), and ; (iii) Sellerthe Company’s good faith calculation of the amount payable under Section 2.2(aClosing Cash Amount (such estimate, the “Estimated Closing Cash Amount”); (iv) on the basis Company’s good faith calculation of the unpaid Company Transaction Expenses (such estimate, the “Estimated StatementClosing Company Transaction Expenses Amount”); (v) the amount of the aggregate Change of Control Payments to be paid pursuant to Section 3.02(a)(iii); (vi) the Allocation Schedule; and (vii) bank wire instructions for, and the aggregate amount due to, each Person entitled to any payment at Closing pursuant to Section 3.02(a), in each case, along with reasonable which will be accompanied by reasonably detailed supporting detail to evidence the calculation of calculations and documentation. All such amount. The Estimated Statement and all calculations therein estimates shall be determined as of 12:01 a.m. Eastern time on the Closing Date and in accordance with GAAPsubject to Parent’s approval, consistently appliedwhich shall not be unreasonably withheld, and using the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the Audited Balance Sheet and the Example Net Working Capital Calculation. Seller shall provide Buyer with reasonable access to the Books and Records of the Acquired Companies conditioned or delayed and shall cause control solely for purposes of calculating the personnel of the Acquired Companies to reasonably cooperate with Buyer for the purpose of enabling Buyer to calculate, Estimated Adjusted Merger Consideration and to review Seller’s calculation of Estimated Net Working Capital and Estimated Cash and such amounts shall be adjusted in response to any reasonable comments of Buyer provided prior to the Closing. The amount payable under Section 2.4(b)(i) shall be (i) increased or decreased, respectively, dollar-for-dollar by the amount that the Estimated Net Working Capital is more than Adjusted Merger Consideration and shall not limit or less than Target Net Working Capital and (ii) increased dollar-for-dollar otherwise affect Parent’s remedies under this Agreement or otherwise, or constitute an acknowledgement by the amount Parent of the Estimated Cash (provided that in no event shall accuracy of the Estimated Cash exceed the Maximum Cash Amount); provided, however, that in the event of a decrease, in lieu of decreasing the amount payable under Section 2.4(b)(i), the Deferred Payment Amount shall first be decreased by up to an aggregate of $2,000,000, and, if applicable, thereafter the amount payable under Section 2.4(b)(i) shall be decreased by the amount in excess of $2,000,000amounts reflected therein.

Closing Adjustment. At least (a) No later than three (3) Business Days days prior to the Closing Date, the Seller and the Buyer shall prepare mutually agree in good faith writing upon an estimate of the Cash Reserve (after including and taking into account the prorations and adjustments for cash received or credited as provided for in Section 2.5) determined during the period commencing on October 1, 2012 and ending on the Closing Date (such estimate, the “Estimated Closing Cash Reserve”); provided, that in the event the Seller and the Buyer are unable to agree to the Estimated Closing Cash Reserve, the Estimated Closing Cash Reserve shall equal Three Hundred Fourteen Thousand Four Hundred Seventeen Dollars ($314,417) (subject to the prorations and adjustments for cash received or credited as provided for in Section 2.5). (b) Within seventy-five (75) days after the Closing Date, the Buyer will prepare, or cause to be prepared, and deliver to Buyer a the Seller an unaudited statement (the “Estimated Closing Statement”) setting ), which shall set forth an unaudited consolidated balance sheet of the Acquired Companies as of 12:01 a.m. Eastern time on the Closing Date and an estimated Buyer’s calculation of (i) Net Working Capital the Cash Reserve (after including and taking into account the prorations and adjustments for cash received or credited as provided for in Section 2.5) determined during the period commencing on October 1, 2012 and ending on the Closing Date (the “Estimated Net Working CapitalClosing Cash Reserve”), (ii) Cash the Indebtedness of the Company as of the Closing Date (the “Estimated CashClosing Company Indebtedness”), and (iii) Seller’s calculation the aggregate amount of free rent concessions associated with the amount payable under Section 2.2(a) Property, determined based on the basis of the Estimated Statement, in each case, along with reasonable supporting detail to evidence the calculation of such amount. The Estimated Statement applicable base and all calculations therein shall be determined additional rents as of 12:01 a.m. Eastern time on the Closing Date and (the “Closing Free Rent Credit”). The Closing Statement shall be prepared in accordance with GAAP, consistently applied, the accounting policies and using the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were procedures used in the preparation of the Audited Balance Sheet Company’s financial statements, consistently applied. At the Buyer’s request, the Seller (x) shall cooperate (but shall not be required to incur any material costs) in the preparation of the Closing Statement, (y) shall provide the Buyer and its Representatives with any information in its possession and reasonably requested by them in connection therewith and (z) shall give the Example Net Working Capital Calculation. Buyer and its Representatives access, during normal business hours and upon reasonable notice, to the Seller’s personnel, properties and books and records for that purpose. (c) Upon receipt from the Buyer, the Seller shall have thirty (30) days to review the Closing Statement (the “Review Period”). At the Seller’s request, the Buyer (i) shall cooperate with (but shall not be required to incur any material costs) the Seller and its Representatives in reviewing the Closing Statement, (ii) shall provide Buyer the Seller and its Representatives with any information reasonably requested by them in connection therewith and (iii) shall give the Seller and its Representatives access, during normal business hours and upon reasonable access notice, to the Books Buyer’s personnel, properties and Records books and records for that purpose. If the Seller disagrees with the Buyer’s computation of the Acquired Companies Closing Cash Reserve, Closing Company Indebtedness or Closing Free Rent Credit, the Seller may, on or prior to the last day of the Review Period, deliver a written notice to the Buyer (the “Notice of Objection”), which sets forth its specific objections to the Buyer’s calculation of such amounts; provided that the Notice of Objection shall include only objections based on (i) non-compliance with the terms of this Section 2.4 for the preparation of the Closing Statement and (ii) mathematical errors in the computation of the Closing Cash Reserve, Closing Company Indebtedness or Closing Free Rent Credit. Any Notice of Objection shall specify those items or amounts with which the Seller disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount, and shall cause set forth the personnel of the Acquired Companies to reasonably cooperate with Buyer for the purpose of enabling Buyer to calculate, and to review Seller’s calculation of Estimated Net Working Capital the Closing Cash Reserve, Closing Company Indebtedness and Estimated Cash and such amounts Closing Free Rent Credit, as applicable, based on those objections. To the extent not set forth in the Notice of Objection, the parties shall be adjusted deemed to have agreed with all other items and amounts contained in response the Closing Statement. (d) Unless the Seller delivers the Notice of Objection to any reasonable comments of the Buyer provided on or prior to the Closing. The amount payable under Section 2.4(b)(i) last day of the Review Period, the Seller shall be deemed to have accepted the Buyer’s calculation of each of the Closing Cash Reserve, Closing Company Indebtedness and Closing Free Rent Credit, and the Closing Statement shall be final, conclusive and binding. If the Seller delivers the Notice of Objection to the Buyer within the Review Period, the Buyer and the Seller shall, during the fifteen (i15) increased days following such delivery or decreasedany mutually agreed extension thereof, respectively, dollar-for-dollar by use their commercially reasonable efforts to reach agreement on the amount that the Estimated Net Working Capital is more than or less than Target Net Working Capital disputed items and (ii) increased dollar-for-dollar by amounts in order to determine the amount of Closing Cash Reserve, Closing Company Indebtedness and Closing Free Rent Credit, as applicable. If, at the Estimated end of that period or any mutually agreed extension thereof, the Buyer and the Seller are unable to resolve their disagreements, they shall jointly retain and refer their disagreements to an independent accounting firm mutually acceptable to the Buyer and the Seller (the “Independent Expert”). The parties shall instruct the Independent Expert promptly to review this Section 2.4 and to determine solely with respect to the disputed items and amounts so submitted whether and to what extent, if any, the amounts set forth in the Closing Statement require adjustment. The Independent Expert shall base its determination solely on written submissions by the Seller and the Buyer and not on an independent review. The Buyer and the Seller shall make available to the Independent Expert all relevant books and records and other items reasonably requested by the Independent Expert. As promptly as practicable, but in no event later than thirty (30) days after its retention, the Independent Expert shall deliver to the Buyer and the Seller a report that sets forth its resolution of the disputed items and amounts and its calculation of each of the Closing Cash Reserve, Closing Company Indebtedness and Closing Free Rent Credit (taking into account any undisputed items); provided that in no event shall any of the Estimated Closing Cash exceed Reserve, Closing Company Indebtedness and Closing Free Rent Credit, as determined by the Maximum Independent Expert, be less than the Buyer’s calculation of such amounts as set forth in the Closing Statement, nor more than the Seller’s calculation of such amounts as set forth in the Notice of Objection. The decision of the Independent Expert shall be final, conclusive and binding on the parties. The costs and expenses of the Independent Expert shall be allocated between the parties based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by that party, as determined by the Independent Expert. (e) For purposes of this Agreement, each of the (i) “Final Cash AmountReserve”, (ii) “Final Company Indebtedness” and (iii) “Final Free Rent Credit” means the amount: (x) as shown in the Closing Statement delivered by the Buyer to the Seller pursuant to Section 2.4(b), if no Notice of Objection with respect thereto is timely delivered by the Seller to the Buyer pursuant to Section 2.4(c); providedor (y) if a Notice of Objection is so delivered, however, that (A) as agreed by the Buyer and the Seller pursuant to Section 2.4(d) or (B) in the event absence of a decreasesuch agreement, as shown in lieu of decreasing the amount payable under Independent Expert’s calculation delivered pursuant to Section 2.4(b)(i2.4(d), the Deferred Payment Amount shall first be decreased by up to an aggregate of $2,000,000, and, if applicable, thereafter the amount payable under Section 2.4(b)(i) shall be decreased by the amount in excess of $2,000,000.

Closing Adjustment. At least three (3) Business Days prior to the Closing DateClosing, Seller shall prepare in good faith and deliver to Buyer a statement (the “Estimated Statement”) setting forth an unaudited consolidated balance sheet of the Acquired Companies as of 12:01 a.m. Eastern time on the Closing Date and an estimated calculation of (i) Net Working Capital (the “Estimated Net Working Capital”), (ii) Cash (the “Estimated Cash”), and (iii) Seller’s calculation of the amount payable under Section 2.2(a) on the basis of the Estimated Statement, in each case, along with reasonable supporting detail to evidence the calculation of such amount. The Estimated Statement and all calculations therein shall be determined as of 12:01 a.m. Eastern time on the Closing Date and in accordance with GAAP, consistently applied, and using the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the Audited Balance Sheet and the Example Net Working Capital Calculation. Seller shall provide Buyer with reasonable access to the Books and Records of the Acquired Companies and shall cause the personnel of the Acquired Companies to reasonably cooperate with Buyer for the purpose of enabling Buyer to calculate, and to review Seller’s calculation of Estimated Net Working Capital and Estimated Cash and such amounts Unadjusted Purchase Price shall be adjusted by the following amounts in response to any reasonable comments of Buyer provided prior to the Closing. The amount payable under Section 2.4(b)(i) shall be following manner (without duplication): (i) increased or decreased, respectively, dollar-for-dollar by the amount that the Estimated Net Working Capital is more than or less than Target Net Working Capital and Closing Cash Amount (as determined in accordance with Section 2.3(a)); (ii) either (A) increased dollar-for-dollar by the amount amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.3(a)) exceeds the Target Working Capital, or (B) decreased by the amount, if any, by which the Target Working Capital exceeds the Estimated Closing Working Capital (as determined in accordance with Section 2.3(a)); (iii) decreased by the amount, if any, of Estimated Closing Outstanding Indebtedness (as determined in accordance with Section 2.3(a)); (iv) decreased by the amount, if any, of the Estimated Cash Unpaid Transaction Expenses (provided that as determined in no event shall the Estimated Cash exceed the Maximum Cash Amountaccordance with Section 2.3(a)); and (v) decreased by the sum of the Capital Expenditure Shortfall Amount, if any, plus the Marketing Expenditure Shortfall Amount, if any, plus the Equipment Subsidy Shortfall Amount, if any (each as determined in accordance with Section 2.3(a)). The net amount resulting from the adjustments of the Unadjusted Purchase Price as set forth in this Section 2.3(b) shall be referred to herein as the “Estimated Purchase Price;” provided, however, that in the event the net amount resulting from such adjustments of a decrease, the Unadjusted Purchase Price set forth above is less than the Adjustment Threshold Amount (in lieu of decreasing either direction) then the amount payable under Section 2.4(b)(i), the Deferred Payment Amount shall first be decreased by up to an aggregate of $2,000,000, and, if applicable, thereafter the amount payable under Section 2.4(b)(i) Estimated Purchase Price shall be decreased by deemed to be the amount in excess of $2,000,000Unadjusted Purchase Price and no adjustments to the Unadjusted Purchase Price shall be made pursuant to this Section 2.3(b).

Closing Adjustment. (i) At least three the Closing, the Closing Amount shall be adjusted in the following manner: (3A) Business Days prior either (1) an increase by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.03(a)(ii)) is greater than the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the Target Working Capital; (B) an increase by the amount of Cash of the Acquired Companies; (C) a decrease by the amount of the Estimated Closing Debt Like Items (as determined in accordance with Section 2.03(a)(ii)); (D) a decrease by the amount of the Estimated Closing Indebtedness (as determined in accordance with Section 2.03(a)(ii)); and (E) a decrease by the amount of the Estimated Closing Transaction Expenses (as determined in accordance with Section 2.03(a)(ii)). The net amount after giving effect to the adjustments listed in (A)-(E) above shall be the “Closing DateDate Payment.” The Closing Date Payment shall be paid (i) $17,999,979.84 in the form of Buyer Stock issued from Buyer to Sellers (the “Closing Date Stock Payment”), Seller shall prepare with the specific number of shares of Buyer Stock being calculated pursuant to Section 2.06 and Section 2.07, and (ii) the remainder paid in good faith cash (the “Closing Date Cash Payment”). (ii) The Shareholder Representative has prepared and deliver delivered to Buyer a statement setting forth its good faith estimate of Closing Working Capital (the “Estimated StatementClosing Working Capital”) setting forth ), which statement shall contain an unaudited consolidated estimated balance sheet of the Acquired Companies as of 12:01 a.m. Eastern time on the Closing Date and an estimated (without giving effect to the transactions contemplated herein), a calculation of (i) Net Working Capital (the “Estimated Net Closing Working Capital”), (ii) a calculation of the Cash of the Acquired Companies as of the Closing (the “Estimated Cash”) a calculation of all outstanding Debt Like Items of the Acquired Companies as of the Closing (the “Estimated Closing Debt Like Items”) and payment information with respect thereto, a calculation of all outstanding Indebtedness of the Acquired Companies as of the Closing (the “Estimated Closing Indebtedness”) and payment information with respect thereto, and a calculation of all unpaid Transaction Expenses of the Acquired Companies as of the Closing (the “Estimated Closing Transaction Expenses”) and payment information with respect thereto (such statement the “Estimated Closing Working Capital Statement”), and (iii) Seller’s calculation a certificate of the amount payable under Section 2.2(a) on the basis of Shareholder Representative that the Estimated Statement, in each case, along with reasonable supporting detail to evidence the calculation of such amount. The Estimated Closing Working Capital Statement and all calculations therein shall be determined as of 12:01 a.m. Eastern time on the Closing Date and was prepared in accordance with GAAP, consistently applied, and GAAP applied using the same accounting methods, practices, principles, policies, practices and procedures, with consistent classifications, judgments judgments, and valuation and estimation methodologymethodologies, as that were used in the preparation of the Audited Balance Sheet Financial Statements and the Example Net Working Capital Calculation. Seller shall provide Buyer with reasonable access to the Books and Records of the Acquired Companies and shall cause the personnel of the Acquired Companies to reasonably cooperate with Buyer for the purpose of enabling Buyer to calculate, and to review Seller’s sample calculation of Estimated Net Working Capital and Estimated Cash and such amounts shall be adjusted in response to any reasonable comments of Buyer provided prior to the Closing. The amount payable under Section 2.4(b)(i) shall be (i) increased or decreased, respectively, dollar-for-dollar by the amount that the Estimated Net Working Capital is more than or less than Target Net Working Capital and (ii) increased dollar-for-dollar by the amount of the Estimated Cash (provided that in no event shall the Estimated Cash exceed the Maximum Cash Amount); provided, however, that in the event of a decrease, in lieu of decreasing the amount payable under Section 2.4(b)(i), the Deferred Payment Amount shall first be decreased by up to an aggregate of $2,000,000, and, if applicable, thereafter the amount payable under Section 2.4(b)(i) shall be decreased by the amount in excess of $2,000,000.attached hereto as Exhibit A.

Closing Adjustment. (a) At least three (3) Business Days prior the Closing, the Sellers shall deliver to the Closing Date, Seller shall prepare in good faith and deliver to Buyer Purchaser a statement (the “Estimated Statement”"CLOSING STATEMENT") setting forth an unaudited consolidated balance sheet in the form of the Acquired Companies as of 12:01 a.m. Eastern time on the Closing Date and an estimated calculation of SCHEDULE 2.3(A), which lists (i) Net Working Capital the cash of the Company as of the Balance Sheet Date (such amount, the “Estimated Net Working Capital”"SELLERS' CLOSING CASH BALANCE"), (ii) Cash (the “Estimated Cash”)amounts of the short-term asset and short-term liability accounts of the Company listed thereon, and (iii) Seller’s calculation the amount calculated by subtracting the sum of such short-term liability accounts from the sum of such short-term asset accounts set forth therein (such amount, the "SELLERS' CLOSING WORKING CAPITAL BALANCE"), together with the work papers and other supporting documents used by the Sellers to prepare the Closing Statement. The Purchaser shall be entitled to participate in the preparation of the amount payable under Section 2.2(a) on Closing Statement. The Purchaser and the basis Sellers acknowledge that, solely for purpose of the Estimated Closing Statement, in each case, along with reasonable supporting detail to evidence the calculation of such amount. The Estimated Statement and all calculations therein shall accrued expenses will not be determined actually calculated as of 12:01 a.m. Eastern time the Balance Sheet Date and such amount on the Closing Statement shall be equal to an amount that is 110 % of the balance of accrued expenses set forth in the Interim Company Financial Statements. (b) The amounts set forth in the Closing Statement shall be calculated in accordance with SCHEDULE 2.3(B) and to reflect the financial position of the Company on a consolidated basis as of the Balance Sheet Date in accordance with the accounting records of the Company and GAAP consistent, to the extent such Audited Company Financial Statements are in accordance with GAAP, consistently applied, and using the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were those used in the preparation of the Audited Balance Sheet and Company Financial Statements as of December 31, 2001. (c) At the Example Net Working Capital Calculation. Seller shall provide Buyer with reasonable access to Closing, the Books and Records of the Acquired Companies and shall cause the personnel of the Acquired Companies to reasonably cooperate with Buyer for the purpose of enabling Buyer to calculate, and to review Seller’s calculation of Estimated Net Working Capital and Estimated Cash and such amounts Closing Adjustment shall be adjusted in response to any reasonable comments of Buyer provided prior to the Closing. The amount payable under Section 2.4(b)(i) shall be determined as follows: (i) increased or decreased, respectively, dollar-for-dollar by In the amount event that the Estimated Net Sellers' Closing Working Capital Balance is more a positive number equal to or greater than or less than Target Net Working Capital and (ii) increased dollar-for-dollar by the amount of the Estimated Target Working Capital, then the Closing Adjustment shall be a positive number equal to the Sellers' Closing Cash (provided that in no event shall Balance. For the Estimated Cash exceed avoidance of doubt and by way of example of the Maximum Cash Amount); providedforegoing, however, that in the event that the Sellers' Closing Working Capital Balance is U.S.$4,000,000, and the Sellers' Closing Cash Balance is U.S.$3,000,000, the Base Price would be increased by U.S.$3,000,000, but the Base Price would not be further adjusted at the Closing for the U.S.$1,000,000 excess working capital. (ii) In the event that the Sellers' Closing Working Capital Balance is a negative number, zero or a positive number less than the Target Working Capital, then the Closing Adjustment shall be a positive or negative number equal to the sum of a decreasethe Sellers' Closing Cash Balance and the Sellers' Closing Working Capital Balance, minus the Target Working Capital, giving effect for purposes of such calculation to whether each number is negative or positive. For the avoidance of doubt and by way of example of the foregoing, in lieu of decreasing the amount payable under Section 2.4(b)(i)event that the Sellers' Working Capital Balance is U.S.$2,000,000, and the Deferred Payment Amount shall first Sellers' Closing Cash Balance is U.S.$4,000,000, then the Base Price would be decreased increased by up to an aggregate of $2,000,000, and, if applicable, thereafter the amount payable under Section 2.4(b)(i) shall be decreased by the amount in excess of $2,000,000U.S.$3,000,000.

Closing Adjustment. At least Not less than three (3) Business Days prior to the Closing Date, the Seller Members shall cause the Company to prepare in good faith and deliver to Buyer a statement (the “Estimated Statement”) setting forth an unaudited consolidated balance sheet of the Acquired Companies as of 12:01 a.m. Eastern time on the Closing Date and an estimated calculation of (i) Net the estimated Closing Working Capital as of 12:01 AM Pacific Time on the Closing Date (the “Estimated Net Closing Working Capital”) in accordance with the calculation of Current Assets and Current Liabilities as set forth on Schedule C, (ii) the estimated amount of Cash as of 12:01 AM Pacific Time on the Closing Date (the “Estimated Closing Cash Amount”), (ii) Cash (the “Estimated Cash”), and (iii) Seller’s calculation the estimated amount of the amount payable under Section 2.2(a) on the basis of the Estimated Statement, in each case, along with reasonable supporting detail to evidence the calculation of such amount. The Estimated Statement and all calculations therein shall be determined Indebtedness as of 12:01 a.m. Eastern time AM Pacific Time on the Closing Date and in accordance with GAAP(the aggregate amount of such Indebtedness, consistently appliedthe “Estimated Indebtedness Amount”), identifying each Person to whom such Indebtedness is owed, the account designated by such Person to receive payment, and using the same accounting methodsamount necessary to satisfy in full the Seller Members’ and Company’s obligation for such Indebtedness to such Person, policiesand (iv) all unpaid Transaction Expenses (the aggregate amount of such Transaction Expenses, practices the “Estimated Transaction Expenses Amount”), identifying each Person that provided services that generated Transaction Expenses, the account designated by such Person to receive payment, and proceduresthe amount necessary to satisfy in full the Seller Members’ and Company’s obligation for such Transaction Expenses to such Person; each such estimate to be prepared in good faith (each, an “Estimated Statement” and together, the “Estimated Statements”). Buyer may discuss with consistent classifications, judgments and estimation methodology, as were used in the preparation Seller Members any aspect of the Audited Balance Sheet Estimated Statements before the Closing, and the Example Net Working Capital Calculation. Seller Members shall provide Buyer with reasonable access adjust the Estimated Statements to the Books and Records of the Acquired Companies and shall cause the personnel of the Acquired Companies to reasonably cooperate with Buyer for the purpose of enabling Buyer to calculate, and to review Seller’s calculation of Estimated Net Working Capital and Estimated Cash and such amounts shall be adjusted in response to reflect any reasonable comments of Buyer provided mutually agreed upon changes prior to the Closing. The amount payable under Section 2.4(b)(ifinal Estimated Statements (taking into account any adjustments pursuant to the foregoing sentence) will be delivered to Buyer at the Closing by the Sellers’ Representative. If the Estimated Closing Working Capital is less than the Target Working Capital, then the Closing Payment Amount shall be (i) increased or decreased, respectively, reduced on a dollar-for-dollar basis by the amount that of the deficiency (such deficiency is referred to as the “Estimated Negative Working Capital Adjustment Amount”). If the Estimated Net Closing Working Capital is more greater than or less than the Target Net Working Capital and (ii) Capital, then the Closing Payment Amount shall be increased on a dollar-for-dollar basis by the amount of the excess (such excess is referred to as the “Estimated Cash (provided that in no event shall the Estimated Cash exceed the Maximum Cash Positive Working Capital Adjustment Amount”); provided, however, that in the event of a decrease, in lieu of decreasing the amount payable under Section 2.4(b)(i), the Deferred Payment Amount shall first be decreased by up to an aggregate of $2,000,000, and, if applicable, thereafter the amount payable under Section 2.4(b)(i) shall be decreased by the amount in excess of $2,000,000.

Closing Adjustment. At least three (3i) Business Days prior Prior to the Closing, the Company prepared and delivered, or caused to be prepared and delivered, to Buyer showing in reasonable detail the reasonable good faith estimate of (A) the balance sheet of the Company as of the Closing Date, Seller which shall prepare in good faith specifically identify the amount of each item of Unpaid Company Indebtedness and deliver to Buyer a statement item of Unpaid Company Transaction Expenses (the “Estimated Statement”) setting forth an unaudited consolidated balance sheet of the Acquired Companies as of 12:01 a.m. Eastern time on the Closing Date and an Balance Sheet”), (B) the estimated calculation of (i) Net Working Capital (the “Estimated Net Working Capital”), (iiC) the estimated Closing Cash (the “Estimated Closing Cash”) and (D) a statement setting forth the amount by which the Merger Consideration is to be adjusted pursuant to this Section 1.10(a) (in all cases, subject to true-up in accordance with Sections 1.10(b), (c) and (d)), which shall be used for purposes of determining the Closing Date Consideration. The Estimated Closing Date Balance Sheet, the Estimated Closing Cash and the Estimated Working Capital (x) shall each be prepared, calculated and determined in accordance with GAAP as in effect on the date the Estimated Working Capital, Estimated Closing Cash and Estimated Closing Date Balance Sheet were prepared and the assumptions and methods set forth on Schedule 1.10(a) (the “Agreed Principles”), except where there is an inconsistency between GAAP and this Agreement, in which case this Agreement shall be controlling, and (iiiy) Seller’s calculation of shall be provided with appropriate supporting calculations and documentation. (ii) At the amount payable under Closing, the Merger Consideration shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Working Capital is greater than the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Working Capital is less than the Target Working Capital (all as determined in accordance with Section 2.2(a1.10(a)(i)); (B) on an increase by the basis amount, if any, of the Estimated Statement, in each case, along with reasonable supporting detail to evidence Closing Cash; (C) a decrease by the calculation outstanding Indebtedness of such amount. The Estimated Statement and all calculations therein shall be determined the Company as of 12:01 a.m. Eastern time the Closing that is not paid and satisfied on the Closing Date and in accordance with GAAP, consistently applied, and or otherwise using Merger Consideration (the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the Audited Balance Sheet and the Example Net Working Capital Calculation. Seller shall provide Buyer with reasonable access to the Books and Records of the Acquired Companies and shall cause the personnel of the Acquired Companies to reasonably cooperate with Buyer for the purpose of enabling Buyer to calculate, and to review Seller’s calculation of Estimated Net Working Capital and Estimated Cash and such amounts shall be adjusted in response to any reasonable comments of Buyer provided prior to the Closing. The amount payable under Section 2.4(b)(i“Unpaid Company Indebtedness”); and (D) shall be (i) increased or decreased, respectively, dollar-for-dollar by the amount that the Estimated Net Working Capital is more than or less than Target Net Working Capital and (ii) increased dollar-for-dollar a decrease by the amount of unpaid Company Transaction Expenses (after giving effect to Closing Transaction Expense Payments paid pursuant to Section 1.9(b)(v)(A)) as of the Estimated Cash Closing that is not paid and satisfied on the Closing Date or otherwise using Merger Consideration (provided that in no event shall the Estimated Cash exceed “Unpaid Company Transaction Expenses”). The net amount after giving effect to the Maximum Cash Amount); provided, however, that in the event of a decrease, in lieu of decreasing the amount payable under Section 2.4(b)(i), the Deferred Payment Amount shall first be decreased by up to an aggregate of $2,000,000, and, if applicable, thereafter the amount payable under Section 2.4(b)(i) adjustments listed above shall be decreased by the amount in excess of $2,000,000“Closing Date Consideration.”

Closing Adjustment. (i) At least three (3) Business Days prior to before the Closing DateClosing, Seller shall prepare in good faith and deliver to Buyer a statement (the “Estimated Statement”) setting forth an unaudited consolidated balance sheet its good faith estimate of the Acquired Companies as of 12:01 a.m. Eastern time on the Closing Date and an estimated calculation of (i) Net Working Capital (the “Estimated Net Closing Working Capital”), which statement shall contain: (iiA) Cash an estimated balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein); (B) a calculation of Estimated Closing Working Capital; (C) the amount of all of the Company’s and Holdco’s Indebtedness as of the Closing Date (indicating the amount of each individual component of such Indebtedness and the Persons to whom such Indebtedness is owed); and (D) the amount of all of the Company’s and Holdco’s Transaction Expenses as of the Closing Date (indicating the amount of each individual component of such Transaction Expenses and the Persons to whom such Transaction Expenses are owed) (the “Estimated CashClosing Statement”), and (iii) Seller’s calculation a certificate of the amount payable under Section 2.2(a) on the basis Chief Financial Officer of the Estimated Statement, in each case, along with reasonable supporting detail to evidence the calculation of such amount. The Estimated Statement and all calculations therein shall be determined as of 12:01 a.m. Eastern time on Seller that the Closing Date and Statement was prepared in accordance with GAAP, consistently applied, GAAP and using the same accounting methods, policies, practices line items and procedures, with consistent classifications, judgments and estimation methodology, as were used methodologies specified in the preparation Section 2.04(a)(i) of the Audited Balance Sheet and Disclosure Schedules (the Example Net “Working Capital Calculation. Seller shall provide Buyer with reasonable access to the Books and Records of the Acquired Companies and shall cause the personnel of the Acquired Companies to reasonably cooperate with Buyer for the purpose of enabling Buyer to calculate, and to review Seller’s calculation of Estimated Net Working Capital and Estimated Cash and such amounts shall be adjusted in response to any reasonable comments of Buyer provided prior to the Closing. The amount payable under Section 2.4(b)(i) shall be (i) increased or decreased, respectively, dollar-for-dollar by the amount that the Estimated Net Working Capital is more than or less than Target Net Working Capital and Methodology”). (ii) increased dollar-for-dollar The portion of the Purchase Price payable at the Closing shall be reduced by the amount of the Estimated Cash (provided that in no event Closing Adjustment, if any, and the aggregate Purchase Price shall be increased or reduced, as applicable, by the net amount of the Closing Adjustment and the Post-Closing Adjustment. The “Closing Adjustment” shall be an amount, if any, equal to the amount by which the Target Working Capital exceeds the Estimated Cash exceed the Maximum Cash Amount); provided, however, that in the event of a decrease, in lieu of decreasing the amount payable under Section 2.4(b)(i), the Deferred Payment Amount shall first be decreased by up to an aggregate of $2,000,000, and, if applicable, thereafter the amount payable under Section 2.4(b)(i) shall be decreased by the amount in excess of $2,000,000Closing Working Capital.

Closing Adjustment. (i) At least three (3) 3 Business Days prior to before the Closing DateClosing, Seller Sellers shall prepare in good faith and deliver to Buyer a certified statement (the “Estimated Closing Statement”) setting forth an unaudited consolidated balance sheet of the Acquired Companies as of 12:01 a.m. Eastern time on the Closing Date and an estimated calculation their good faith estimate of (iA) Net Working Capital (the “Estimated Net Closing Working Capital”), (ii) Cash (the “Estimated Cash”), and (iii) Seller’s calculation of the amount payable under Section 2.2(a) on the basis of the Estimated Statement, in each case, along with reasonable supporting detail to evidence the calculation of such amount. The Estimated Statement and all calculations therein shall be determined as of 12:01 a.m. Eastern time on the Closing Date and calculated in accordance with GAAP, consistently applied, and GAAP applied using the same accounting methods, policiespractices, practices principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodology, as methodologies that were used in the preparation of the Audited Balance Sheet Unaudited Financial Statements for the most recent fiscal year end (“Estimated Working Capital”), (B) an itemized list of all outstanding Indebtedness of the Company as of the Closing Date, including the Persons to whom such outstanding Indebtedness is owed, and an aggregate total of such Indebtedness (“Closing Indebtedness”), and (C) the amount of Transaction Expenses remaining unpaid as of the Closing Date (“Closing Transaction Expenses”), including an itemized list of each such unpaid Transaction Expense with a description of the nature of such expense and the Example Net Working Capital Calculation. Seller shall provide Buyer with reasonable access person to whom such expense is. (ii) At the Books and Records of Closing, the Acquired Companies and shall cause the personnel of the Acquired Companies to reasonably cooperate with Buyer for the purpose of enabling Buyer to calculate, and to review Seller’s calculation of Estimated Net Working Capital and Estimated Cash and such amounts Purchase Price shall be adjusted in response to any reasonable comments of Buyer provided prior to the Closing. The amount payable under Section 2.4(b)(ifollowing manner: (A) shall be either (i1) increased or decreased, respectively, dollar-for-dollar an increase by the amount that amount, if any, by which the Estimated Net Working Capital is more greater than the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Working Capital is less than the Target Net Working Capital and Capital; (iiB) increased dollar-for-dollar a decrease by the amount of the Estimated Cash Closing Indebtedness; and (provided that in no event shall the Estimated Cash exceed the Maximum Cash Amount); provided, however, that in the event of C) a decrease, in lieu of decreasing the amount payable under Section 2.4(b)(i), the Deferred Payment Amount shall first be decreased by up to an aggregate of $2,000,000, and, if applicable, thereafter the amount payable under Section 2.4(b)(i) shall be decreased decrease by the amount in excess of $2,000,000Closing Transaction Expenses. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.”

Closing Adjustment. (i) At least the Closing, the portion of the Base Price payable to the Sellers shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Closing Working Capital is greater than the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the Target Working Capital; (B) an increase by the amount of Estimated Closing Cash on Hand; (C) a decrease (without duplication) by the outstanding Estimated Closing Indebtedness; and (D) a decrease (without duplication) by the amount of unpaid Estimated Closing Transaction Expenses. (ii) The net amount after giving effect to the adjustments listed above shall be the “Initial Payment.” (iii) No later than three (3) Business Days prior to the Closing Datedate hereof, Seller Sellers’ Representative shall prepare in good faith have prepared and deliver delivered to Buyer (A) a statement (the “Estimated Closing Statement”) setting forth an unaudited consolidated balance sheet Sellers’ Representative’s good faith estimate of the Acquired Companies as of 12:01 a.m. Eastern time on the Closing Date and an estimated calculation of (i) Net Working Capital (the “Estimated Net Closing Working Capital”), (ii) Closing Cash on Hand (the “Estimated CashClosing Cash on Hand”), Closing Indebtedness (the “Estimated Closing Indebtedness”) and Closing Transaction Expenses (iiithe “Estimated Closing Transaction Expenses”), (B) Seller’s calculation a certificate of an officer of the amount payable under Section 2.2(a) on the basis of the Estimated Statement, in each case, along with reasonable supporting detail to evidence the calculation of such amount. The Estimated Statement and all calculations therein shall be determined as of 12:01 a.m. Eastern time on Company that the Closing Date and Statement was prepared in accordance with GAAP, consistently appliedthe Agreed Accounting Principles, and using (C) a statement setting forth for each Seller the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation portion of the Audited Balance Sheet Purchase Price to be received by such Seller and the Example Net Working Capital Calculation. Seller shall provide Buyer with reasonable access to the Books and Records of the Acquired Companies and shall cause the personnel of the Acquired Companies to reasonably cooperate with Buyer wire transfer instructions for the purpose of enabling Buyer account or accounts into which payments to calculatesuch Seller may be paid. The Closing Statement shall be accompanied by customary payoff letters, and to review Seller’s calculation which will include customary lien releases, for every item of Estimated Net Working Capital and Estimated Cash and such amounts shall be adjusted in response to any reasonable comments of Buyer provided prior to the Closing. The amount payable under Section 2.4(b)(i) shall be (i) increased or decreased, respectively, dollar-for-dollar by the amount that the Estimated Net Working Capital is more than or less than Target Net Working Capital and (ii) increased dollar-for-dollar by the amount of the Estimated Cash (provided that in no event shall the Estimated Cash exceed the Maximum Cash Amount); provided, however, that in the event of a decrease, in lieu of decreasing the amount payable under Section 2.4(b)(i), the Deferred Payment Amount shall first be decreased by up to an aggregate of $2,000,000, and, if applicable, thereafter the amount payable under Section 2.4(b)(i) shall be decreased by the amount in excess of $2,000,000Closing Indebtedness.

Closing Adjustment. (i) The amount payable to Sellers hereunder at the Closing and the Purchase Price shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.04(a)(ii)) is greater than the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the Target Working Capital; (B) a decrease by the outstanding Indebtedness paid by Xxxxx as provided in Section 2.03(a)(ii)(A) above, if any; and (C) a decrease by the amount of outstanding Transaction Expenses as provided in Section 2.03(a)(ii)(B) above, if any. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” (ii) At least three (3) Business Days prior to before the Closing DateClosing, Seller Sellers shall prepare in good faith and deliver to Buyer a statement (the “Estimated Closing Statement”) setting forth an unaudited consolidated balance sheet their good faith estimate of the Acquired Companies as of 12:01 a.m. Eastern time on the Closing Date and an estimated calculation of (i) Net Working Capital (the “Estimated Net Closing Working Capital”), (ii) Cash Indebtedness (the “Estimated CashIndebtedness”) and Transaction Expenses (the “Estimated Transaction Expenses”), and which Estimated Closing Statement (iiiA) Seller’s calculation shall contain an estimated balance sheet of the amount payable under Section 2.2(a) on the basis Company as of the Estimated Statement, in each case, along with reasonable supporting detail Closing Date (without giving effect to evidence the transactions contemplated herein) and the calculation of such amount. The Estimated Statement Closing Working Capital, and all calculations therein (B) shall be determined as of 12:01 a.m. Eastern time on the Closing Date and in accordance with GAAP, consistently applied, and prepared using the same accounting methods, policiespractices, practices principles, policies and procedures, with consistent classifications, judgments and estimation methodology, procedures as were used in the preparation of the Audited Balance Sheet and the Example Net Working Capital Calculation. Seller shall provide Buyer with reasonable access to the Books and Records of the Acquired Companies and shall cause the personnel of the Acquired Companies to reasonably cooperate with Buyer for the purpose of enabling Buyer to calculate, and to review Seller’s calculation of Estimated Net Working Capital and Estimated Cash and such amounts shall be adjusted in response to any reasonable comments of Buyer provided prior to the Closing. The amount payable under Section 2.4(b)(i) shall be (i) increased or decreased, respectively, dollar-for-dollar by the amount that the Estimated Net Working Capital is more than or less than Target Net Working Capital and (ii) increased dollar-for-dollar by the amount of the Estimated Cash (provided that in no event shall the Estimated Cash exceed the Maximum Cash Amount); provided, however, that in the event of a decrease, in lieu of decreasing the amount payable under Section 2.4(b)(i), the Deferred Payment Amount shall first be decreased by up to an aggregate of $2,000,000, and, if applicable, thereafter the amount payable under Section 2.4(b)(i) shall be decreased by the amount in excess of $2,000,000Annual Financial Statements.

Closing Adjustment. (i) At the Closing, the Cash Payment component of the Closing Date Payment payable at Closing by Purchaser pursuant to Section 2.5(a) shall be adjusted in the following manner: either (1) an increase by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.7(a)(ii)) is greater than the Target Working Capital provided that in no event will such increase be more than $50,000,000, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the Target Working Capital. (ii) At least three (3) 3 Business Days prior to before the Closing DateClosing, Seller Sellers shall prepare in good faith and deliver to Buyer Purchaser a statement (the “Estimated Statement”) setting forth an unaudited consolidated balance sheet its good faith estimate of the Acquired Companies as of 12:01 a.m. Eastern time on the Closing Date and an estimated calculation of (i) Net Working Capital (the “Estimated Net Closing Working Capital”), (ii) Cash which statement shall be substantially in the form of Exhibit E and contain a calculation of Estimated Closing Working Capital (the “Estimated CashClosing Working Capital Statement”), and (iii) Seller’s calculation of the amount payable under Section 2.2(a) on the basis of the Estimated Statement, in each case, along with reasonable supporting detail to evidence the calculation of such amount. The Estimated Statement and all calculations therein shall be determined as of 12:01 a.m. Eastern time on the Closing Date and prepared in accordance with GAAP, consistently applied, and GAAP applied using the same accounting methods, policiespractices, practices principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodology, as were methodologies used by Sxxxxxx and their Affiliates in the preparation of the Audited Balance Sheet Financial Statements, subject to any modifications and limitations set forth on Exhibit E. (iii) The Parties agree that the Example Net amounts set forth in Exhibit E are solely for the purposes of providing an example calculation of Closing Working Capital Calculation. Seller shall provide Buyer in accordance with reasonable access the terms of this Agreement but that such amounts are solely illustrative and do not constitute any agreement or representation or warranty by any Party as to the Books and Records of the Acquired Companies and shall cause the personnel of the Acquired Companies to reasonably cooperate with Buyer for the purpose of enabling Buyer to calculate, and to review Seller’s calculation of Estimated Net Working Capital and Estimated Cash and what such amounts shall be adjusted in response to any reasonable comments of Buyer provided prior to the Closing. The amount payable under Section 2.4(b)(i) shall be (i) increased or decreased, respectively, dollar-for-dollar by the amount that the Estimated Net Estimate Closing Working Capital is more than or less than Target Net the Closing Working Capital and (ii) increased dollar-for-dollar by the amount none of the Estimated Cash (provided that in no event shall the Estimated Cash exceed the Maximum Cash Amount); provided, however, that in the event of a decrease, in lieu of decreasing the amount payable under Section 2.4(b)(i)Closing Working Capital Statement, the Deferred Payment Amount shall first be decreased by up to an aggregate Closing Working Capital Statement, or the Statement of $2,000,000, and, if applicable, thereafter the amount payable under Section 2.4(b)(i) Objections shall be decreased bound by or required to include the amount amounts set forth in excess of $2,000,000.Exhibit E.

Closing Adjustment. (i) At least three the Closing, the Purchase Price shall be adjusted in the following manner: (3A) Business Days prior to either (1) an increase by the amount, if any, by which the Estimated Closing DateWorking Capital (as determined in accordance with Section 2.05(a)(ii)) is greater than the Target Working Capital, Seller shall prepare in good faith and deliver to Buyer or (2) a statement decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the Target Working Capital; (B) a decrease by the “Estimated Statement”) setting forth an unaudited consolidated balance sheet outstanding Indebtedness of the Acquired Companies Company as of 12:01 a.m. Eastern time the close of business on the Closing Date and (which shall in no event be an estimated calculation amount less than the amounts paid by the Buyer pursuant to Section 2.04(c)(i)(A)); and (C) a decrease by the amount of unpaid Transaction Expenses of the Company and/or the Sellers as of the close of business on the Closing Date (iwhich shall in no event be an amount less than the amounts paid by the Buyer pursuant to Section 2.04(c)(i)(B)). The net amount after giving effect to the adjustments listed above in this 2.05(a) Net shall be the “Closing Date Payment”. (ii) Buyer acknowledges receipt of a statement setting forth Seller Representative’s good faith estimate of Closing Working Capital (the “Estimated Net Closing Working Capital”), which statement contains an estimated balance sheet of the Company as of the Closing Date (ii) Cash without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital (the “Estimated CashClosing Working Capital Statement”), . The Sellers represent and (iii) Seller’s calculation of the amount payable under Section 2.2(a) on the basis of warrant that the Estimated Statement, in each case, along with reasonable supporting detail to evidence the calculation of such amount. The Estimated Closing Working Capital Statement and all calculations therein shall be determined as of 12:01 a.m. Eastern time on the Closing Date and was prepared in accordance with GAAP, consistently applied, and using the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the Audited Balance Sheet and the Example Net Working Capital Calculation. Seller shall provide Buyer with reasonable access to the Books and Records of the Acquired Companies and shall cause the personnel of the Acquired Companies to reasonably cooperate with Buyer for the purpose of enabling Buyer to calculate, and to review Seller’s calculation of Estimated Net Working Capital and Estimated Cash and such amounts shall be adjusted in response to any reasonable comments of Buyer provided prior to the Closing. The amount payable under Section 2.4(b)(i) shall be (i) increased or decreased, respectively, dollar-for-dollar by the amount that the Estimated Net Working Capital is more than or less than Target Net Working Capital and (ii) increased dollar-for-dollar by the amount of the Estimated Cash (provided that in no event shall the Estimated Cash exceed the Maximum Cash Amount); provided, however, that in the event of a decrease, in lieu of decreasing the amount payable under Section 2.4(b)(i), the Deferred Payment Amount shall first be decreased by up to an aggregate of $2,000,000, and, if applicable, thereafter the amount payable under Section 2.4(b)(i) shall be decreased by the amount in excess of $2,000,000Accounting Principles.

Closing Adjustment. At least three (3a) Not less than five (5) Business Days prior to the anticipated Closing Date, Seller shall prepare in good faith and deliver to Buyer provide Purchaser with a statement (the “Estimated StatementClosing Notice”) setting forth an unaudited consolidated balance sheet of the Acquired Companies as of 12:01 a.m. Eastern time on the Closing Date and an estimated calculation of (i) Net Seller’s good faith estimate (in each case, with reasonable supporting detail and without duplication) of the amounts of (A) Closing Working Capital (the “Estimated Net Working Capital”), (iiB) Closing Cash (the “Estimated Cash”); (C) Closing Indebtedness (the “Estimated Indebtedness”), including Seller’s good faith calculation of the Unfunded International Pension Liability Amount, (D) Transaction Expenses (the “Estimated Transaction Expenses”), (E) Estimated Adjustment Amount and (iiiF) Excess Cash Amount (the “Estimated Excess Cash Amount”), (ii) Seller’s calculation of the amount payable Estimated Purchase Price after giving effect to the Estimated Adjustment Amount and (iii) the account or accounts to which Purchaser shall deliver in cash the Estimated Purchase Price pursuant to Section 2.9. (b) Each of the estimated amounts set forth in the Closing Notice shall be calculated and prepared in accordance with the principles and policies described in the Accounting Principles. (c) Without limiting Purchaser’s rights under Section 2.2(a) on 2.13, Seller shall consider in good faith any reasonable comments by Purchaser with respect to the basis of the Estimated Statement, in each case, along with reasonable supporting detail to evidence the calculation of such amount. The Estimated Statement and all calculations therein shall be determined as of 12:01 a.m. Eastern time amounts set forth on the Closing Date and in accordance with GAAPNotice; however, consistently applied, and using the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the Audited Balance Sheet and the Example Net Working Capital Calculation. Seller shall provide Buyer with reasonable access not be required to adjust the Books and Records of the Acquired Companies and shall cause the personnel of the Acquired Companies to reasonably cooperate with Buyer for the purpose of enabling Buyer to calculate, and to review Seller’s calculation of Estimated Net Working Capital and Estimated Cash and such Closing Notice or any amounts shall be adjusted set forth therein in response to Purchaser’s comments and any reasonable decision by Seller not to reflect any such comments in the Closing Notice shall not in any event delay or prevent the consummation of Buyer provided prior to the Closing. The amount payable under Section 2.4(b)(i) shall be (i) increased or decreased, respectively, dollar-for-dollar by the amount that the Estimated Net Working Capital is more than or less than Target Net Working Capital and (ii) increased dollar-for-dollar by the amount of the Estimated Cash (provided that in no event shall the Estimated Cash exceed the Maximum Cash Amount); provided, however, that in the event of a decrease, in lieu of decreasing the amount payable under Section 2.4(b)(i), the Deferred Payment Amount shall first be decreased by up to an aggregate of $2,000,000, and, if applicable, thereafter the amount payable under Section 2.4(b)(i) shall be decreased by the amount in excess of $2,000,000.

Closing Adjustment. (i) At least three five (35) Business Days prior to the Closing Date, Seller the Company shall prepare in and deliver, or cause to be prepared and delivered, to Parent, with a copy to the Member Representative, a statement setting forth its good faith and deliver to Buyer a statement estimate of Closing Cash (the “Estimated StatementClosing Cash”) setting forth an unaudited consolidated balance sheet of the Acquired Companies as of 12:01 a.m. Eastern time on the ), Closing Date and an estimated calculation of (i) Net Working Capital (the “Estimated Net Closing Working Capital”), (ii) Cash Closing Debt (the “Estimated CashClosing Debt”), Closing Debt-Like Items (the “Estimated Closing Debt-Like Items”) and Closing Transaction Expenses (iii) Seller’s the “Estimated Closing Transaction Expenses”), which statement shall contain a calculation of the amount payable under Section 2.2(a) on Estimated Purchase Price (the basis of the “Estimated Closing Statement”), in each case, along prepared in accordance with the Accounting Principles, the underlying definitions and the terms of this Agreement, and with reasonable supporting detail and documentation with respect to evidence the calculation of such amountall amounts included therein. The Estimated Statement and all calculations therein Parent shall be determined as of 12:01 a.m. Eastern time have the right to comment on the Estimated Closing Date and in accordance with GAAPStatement or any component thereof, consistently appliedincluding drafts thereof. (ii) The Company shall, and using the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the Audited Balance Sheet and the Example Net Working Capital Calculation. Seller shall provide Buyer with reasonable access to the Books and Records of the Acquired Companies and shall cause the personnel other members of the Acquired Companies Company Group to, give Parent and its accountants and counsel full access to reasonably cooperate with Buyer for the purpose books and records of enabling Buyer to calculatethe Company Group, the personnel of, and to review Seller’s calculation of Estimated Net Working Capital and Estimated Cash and such amounts shall be adjusted in response to any reasonable comments of Buyer provided prior work papers prepared by, the Company Group and/or their respective independent accountants (subject to the Closing. The amount payable under Section 2.4(b)(iexecution of customary work paper access letters in form and substance reasonably satisfactory to such independent accountants, if so requested) shall be (i) increased or decreased, respectively, dollar-for-dollar by to the amount extent that they relate to the Estimated Net Working Capital is more than or less than Target Net Working Capital Closing Statement and to such historical financial information (iito the extent in the Company Group’s possession) increased dollar-for-dollar by the amount of relating to the Estimated Cash Closing Statement (provided that in no event shall the Estimated Cash exceed the Maximum Cash Amount)and drafts thereof) as Parent may reasonably request; provided, however, that any access shall be conducted during normal business hours upon reasonable advance notice to the Company, under the supervision of the Company’s personnel and in such a manner as not to interfere with normal operations of Company Group. The Company shall cooperate in good faith with the event objective that Parent and the Company shall mutually agree upon the Estimated Closing Statement for purposes of Closing; provided, however, that if Parent and the Company are not able to reach a decrease, in lieu of decreasing mutual agreement prior to the amount payable under Section 2.4(b)(i)Closing Date, the Deferred Payment Amount shall first be decreased Estimated Closing Statement provided by up the Company to an aggregate of $2,000,000, and, if applicable, thereafter Parent (as revised with respect to any items for which the amount payable under Section 2.4(b)(iCompany and Parent have reached mutual agreement) shall be decreased by used for purposes of calculating the amount Estimated Purchase Price at Closing. Notwithstanding the foregoing, in excess no event will any of $2,000,000Parent’s rights under this Section 1.10 or the remaining provisions of this Agreement be considered waived, impaired or otherwise limited as a result of Parent not raising objections, comments or modifications prior to the Closing or Parent having raised an objection, comment or modification that is not implemented, in whole or in part, prior to the Closing. (iii) If the Company and Parent agree to any modification of the calculations set forth in the Estimated Closing Statement, the Company shall promptly as reasonably practicable prepare and deliver, or cause to be prepared and delivered, to Parent, with a copy to the Member Representative, a version of the Estimated Closing Statement and Consideration Spreadsheet that reflects such modifications, which shall constitute the Estimated Closing Statement and the Consideration Spreadsheet hereunder.

Closing Adjustment. At least three (3) Business Days business days prior to the Closing Date, Seller the Sellers shall prepare in good faith and deliver to the Buyer a statement (the “Estimated Statement”i) setting forth an unaudited estimated consolidated balance sheet of the Acquired Companies Company as of 12:01 a.m. Eastern time on immediately prior to the Closing Date and an estimated calculation of Time, which shall reflect (iwithout limitation) Net Working Capital all Indebtedness (the “Estimated Balance Sheet”) and (ii) a calculation of the estimated Net Working Capital based on the Estimated Balance Sheet (the “Estimated Closing Net Working Capital”), (ii) Cash (the “Estimated Cash”), and (iii) Seller’s calculation of the amount payable under Section 2.2(a) on the basis of the Estimated Statement, in each case, along with reasonable supporting detail to evidence the calculation of such amount. The Estimated Statement Balance Sheet and all calculations therein Estimated Closing Net Working Capital shall be determined as of 12:01 a.m. Eastern time on prepared from the Closing Date Books and Records in accordance with GAAP, consistently applied, and GAAP using the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the Audited Recent Balance Sheet and in compliance with Section 3.8 (except that notwithstanding the Example foregoing the determination of Estimated Closing Net Working Capital Calculation. Seller shall provide Buyer with reasonable access to take into account the Books modifications and Records exceptions set forth in the proviso contained in the definition of the Acquired Companies “Net Working Capital” contained in this Agreement), and shall cause the personnel of the Acquired Companies to reasonably cooperate with Buyer for the purpose of enabling Buyer to calculate, and to review Seller’s calculation of Estimated Net Working Capital and Estimated Cash and such amounts shall be adjusted in response to any reasonable comments of Buyer provided prior to the Closing. The amount payable under Section 2.4(b)(i) shall be accompanied by (i) a certificate of the Chief Financial Officer of the Company certifying to such preparation, and (ii) detailed supporting documents for the calculation of the Estimated Closing Net Working Capital. The Cash Purchase Price shall be increased or decreased, respectively, dollar-for-dollar by the amount that the Estimated Closing Net Working Capital on the Closing Date is more than $100,175.00 (the “Upper Target”) or less than Target Net Working Capital and $81,962.00 (iithe “Lower Target”) increased dollar-for-dollar by the amount of the Estimated Cash (provided that in no event shall the Estimated Cash exceed the Maximum Cash Amount); provided, however, that such increase or decrease in the event of a decrease, in lieu of decreasing the amount payable under Section 2.4(b)(i)Cash Purchase Price, the Deferred Payment Amount shall first “Closing Adjustment”). For purposes of this Agreement, an increase in the Cash Purchase Price will be decreased by up referred to an aggregate of $2,000,000, and, if applicable, thereafter the amount payable under Section 2.4(b)(i) shall as a “Positive Closing Adjustment” and a decrease in Cash Purchase Price will be decreased by the amount in excess of $2,000,000referred to as a “Negative Closing Adjustment”.

Closing Adjustment. At least No later than three (3) Business Days prior to before the Closing DateClosing, Seller the Companies shall prepare in good faith prepare, and the Sellers’ Representative shall deliver to Buyer Buyer, (a) a statement (the “Estimated Statement”) setting forth an unaudited consolidated balance sheet their good faith estimate of the Acquired Companies as of 12:01 a.m. Eastern time on the Closing Date and an estimated calculation of (i) Net CPS Working Capital (the “Estimated Net CPS Working Capital”), the MPI Working Capital (ii) the “Estimated MPI Working Capital”), the CPS Cash (the “Estimated CPS Cash”), the MPI Cash (the “Estimated MPI Cash”), the CPS Indebtedness (the “Estimated CPS Indebtedness”), MPI Indebtedness (the “Estimated MPI Indebtedness”), the CPS Transaction Expenses (the “Estimated CPS Transaction Expenses”), the MPI Transaction Expenses (the “Estimated MPI Transaction Expenses”), the CPS Change of Control Payments (the “Estimated CPS Change of Control Payments”), and the MPI Change of Control Payments (iii) Seller’s calculation the “Estimated MPI Change of the amount payable under Section 2.2(a) on the basis of the Estimated StatementControl Payments”), in each casecase as of the Closing Date, along with reasonable supporting detail to evidence the calculation of such amount. The Estimated Statement and all calculations therein which statement shall be determined as of 12:01 a.m. Eastern time on the Closing Date and prepared in accordance with GAAPGAAP and the Accounting Principles and (b) the payee and the amount of all Transaction Expenses and all Change of Control Payments. Prior to the Closing, consistently appliedthe Sellers’ Representative shall (i) provide to Buyer any books, records and using the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were other documents pertaining to or used in connection with the preparation of the Audited Balance Sheet Estimated Statement and the Example Net Working Capital Calculation. Seller shall provide Buyer with reasonable access to the Books and Records of the Acquired Companies and shall cause the personnel of the Acquired Companies to reasonably cooperate with Buyer for the purpose of enabling Buyer to calculaterequested by Buyer, and to review Seller’s calculation of Estimated Net Working Capital and Estimated Cash and such amounts shall be adjusted in response to (ii) consider any reasonable comments of Buyer provided prior with respect to the ClosingEstimated Statement. The amount payable under Section 2.4(b)(i) CPS Closing Date Cash Amount shall be (i) increased or decreased, respectively, dollar-for-dollar by the amount that the Estimated Net Working Capital is more than or less than Target Net Working Capital and (iix) increased dollar-for-dollar by the amount of the Estimated Cash CPS Working Capital exceeds $325,000 or (provided that in no event shall the Estimated Cash exceed the Maximum Cash Amount); provided, however, that in the event of a decrease, in lieu of decreasing the amount payable under Section 2.4(b)(i), the Deferred Payment Amount shall first be y) decreased by up to an aggregate of $2,000,000, and, if applicable, thereafter the amount payable under Section 2.4(b)(i) shall be decreased dollar-for-dollar by the amount in excess of the Estimated CPS Working Capital is less than $2,000,000325,000. The MPI Closing Date Cash Amount shall be (x) increased dollar-for-dollar by the amount the Estimated MPI Working Capital exceeds $250,000 or (y) decreased dollar-for-dollar by the amount the Estimated MPI Working Capital is less than $250,000.

Closing Adjustment. At least three (3a) Not later than five (5) Business Days prior to the Closing Date, Seller the Company shall prepare in good faith and deliver to Buyer a statement in the form attached hereto as Annex I (the “Estimated Closing Statement”) setting forth an unaudited consolidated balance sheet of the Acquired Companies as of 12:01 a.m. Eastern time on the Closing Date and an estimated calculation Company’s reasonable, good-faith estimate of (i) Excess Company Debt Amount (if any), (ii) the Net Working Capital (the “Estimated Net Working Capital”), (iiiii) the Working Capital Deficiency or Working Capital Excess (as applicable), (iv) the dollar amount of the Outstanding Company Fees, (v) the Cash Amount, (vi) the “Estimated Cash”Outstanding Company Fees Deficiency (if any), (vii) the RWI Underwriting Fee Amount, (viii) the RWI Broker Fee Amount, (ix) the RWI Premium Amount, (x) the Equity Value, (xi) the Per Share Equity Consideration Value, and (iiixii) Seller’s calculation of the amount payable under Section 2.2(a) on the basis of the Estimated Statement, Per Share Equity Consideration in each case, along with reasonable supporting detail to evidence the calculation of such amount. The Estimated Statement and all calculations therein shall be determined as of 12:01 a.m. Eastern time the close of business on the Closing Date Date. (b) Following delivery of the Estimated Closing Statement, if the Buyer has any comment with respect to any amounts included in the Estimated Closing Statement, Company shall consider such comments in good faith. Not later than two (2) Business Days prior to the Closing Date, the Company and the Buyer shall agree on the amounts set forth in accordance with GAAPthe Estimated Closing Statement (the “Final Closing Statement”). (c) The Final Closing Statement shall be in the form attached hereto as Xxxxx X, consistently appliedupdated as of the close of business on the day immediately prior to the Closing Date, as agreed by the Company and the Buyer, and using shall be final and binding on the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in parties hereto. (d) If the preparation amount of the Audited Balance Sheet and the Example Net Working Capital Calculation. Seller shall provide Buyer with reasonable access to as set forth on the Books and Records of the Acquired Companies and shall cause the personnel of the Acquired Companies to reasonably cooperate with Buyer for the purpose of enabling Buyer to calculate, and to review Seller’s calculation of Estimated Net Working Capital and Estimated Cash and such amounts shall be adjusted in response to any reasonable comments of Buyer provided prior to the Closing. The amount payable under Section 2.4(b)(i) shall be (i) increased or decreased, respectively, dollar-for-dollar by the amount that the Estimated Net Working Capital Final Closing Statement is more than or less than the Target Net Working Capital and by more than $37,500 (iithe amount of such deficiency, disregarding the threshold, the “Working Capital Deficiency”), then the Base Equity Value shall be decreased by an amount equal to the Working Capital Deficiency, from the first dollar. (e) increased dollar-for-dollar by If the amount of the Estimated Cash Net Working Capital as set forth on the Final Closing Statement exceeds the Target Net Working Capital by more than $37,500 (provided that in no event shall the Estimated Cash exceed the Maximum Cash Amount); provided, however, that in the event of a decrease, in lieu of decreasing the amount payable under Section 2.4(b)(iof such excess, disregarding the threshold, the “Working Capital Excess”), then the Deferred Payment Base Equity Value shall be increased by an amount equal to the Working Capital Excess, from the first dollar. (f) If the dollar amount of the Outstanding Company Fees is in excess of the Cash Amount (the “Outstanding Company Fees Deficiency”), then the Base Equity Value shall first be decreased by up to an aggregate such amount. (g) If the dollar amount of $2,000,000the Company Debt is in excess of the Permitted Company Debt Amount (the “Excess Company Debt Amount”), and, if applicable, thereafter then the amount payable under Section 2.4(b)(i) Base Equity Value shall be decreased by the Excess Company Debt Amount. (h) If the dollar amount of the Company Debt is less than the Permitted Company Debt Amount, then the Base Equity Value shall not be adjusted in excess respect of $2,000,000the Company Debt.

Closing Adjustment. (i) At least three five (35) Business Days prior to before the Closing DateClosing, Seller Company shall prepare in good faith and deliver to Buyer a statement (the “Estimated Statement”) setting forth an unaudited consolidated balance sheet its good faith estimate of the Acquired Companies as of 12:01 a.m. Eastern time on the Closing Date and an estimated calculation of (i) Net Working Capital (the “Estimated Net Closing Working Capital”), which statement shall contain an estimated balance sheet of the Company as of the Closing Date (ii) Cash without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital (the “Estimated CashClosing Working Capital Statement”), and (iii) Seller’s calculation a certificate executed by an officer of the amount payable under Section 2.2(a) on the basis of Company stating that the Estimated Statement, in each case, along with reasonable supporting detail to evidence the calculation of such amount. The Estimated Closing Working Capital Statement and all calculations therein shall be determined as of 12:01 a.m. Eastern time on the Closing Date and was prepared in accordance with GAAP, consistently applied, and using the same accounting methods, policiespractices, practices principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodology, as methodologies (including with respect to reserves) that were used in the preparation of the Audited Balance Sheet Interim Financial Statements; provided, that, notwithstanding the foregoing, and solely for the Example Net purposes of calculating the amount of Estimated Closing Working Capital, the Estimated Closing Working Capital Calculation. Seller Statement (but not, for the avoidance of doubt, the Closing Working Capital Statement) shall provide Buyer with reasonable access include an additional $40,000 as a Current Liability of the Company (the “Additional Liability”). (ii) The “Closing Adjustment” shall be an amount equal to the Books and Records of the Acquired Companies and shall cause the personnel of the Acquired Companies to reasonably cooperate with Buyer for the purpose of enabling Buyer to calculate, and to review Seller’s calculation of Estimated Net Closing Working Capital and Estimated Cash and such amounts shall be adjusted in response to any reasonable comments minus the Target Working Capital. For the avoidance of Buyer provided prior to the Closing. The amount payable under Section 2.4(b)(i) shall be doubt, (i) if the Closing Adjustment is a positive number, the Initial Cash Consideration shall be increased or decreased, respectively, dollar-for-dollar by the amount that the Estimated Net Working Capital is more than or less than Target Net Working Capital and (ii) increased dollar-for-dollar by the amount of the Estimated Closing Adjustment and (ii) if the Closing Adjustment is a negative number, the Initial Cash (provided that in no event Consideration shall be reduced by the Estimated Cash exceed absolute value of the Maximum Cash Amount); provided, however, that in amount of the event of a decreaseClosing Adjustment, in lieu of decreasing the amount payable under each case pursuant to Section 2.4(b)(i3.2(a), the Deferred Payment Amount shall first be decreased by up to an aggregate of $2,000,000, and, if applicable, thereafter the amount payable under Section 2.4(b)(i) shall be decreased by the amount in excess of $2,000,000.

Closing Adjustment. At least three (3a) Not less than five (5) Business Days prior to the anticipated Closing Date, Seller Supervalu shall prepare in good faith and deliver to Buyer provide Purchaser with a statement setting forth its good-faith estimates of Cash, Working Capital and Indebtedness as of the Closing (the “Estimated Closing Statement”) setting forth an unaudited consolidated balance sheet of the Acquired Companies as of 12:01 a.m. Eastern time on the Closing Date and an estimated calculation of (i) Net Working Capital (the “Estimated Net Working Capital”), (ii) Cash (the “Estimated Cash”), and such schedules with respect to the determination thereof as Supervalu believes is reasonably necessary to support such Estimated Closing Statement, which shall be accompanied by a notice (the “Closing Notice”) that sets forth (i) Supervalu’s determination of the Closing Adjustment and the Purchase Price after giving effect to the Closing Adjustment and (ii) the account or accounts to which Purchaser shall transfer the Purchase Price pursuant to Section 2.7. (b) The Closing Notice shall specify an amount (the “Closing Adjustment”), positive or negative, that shall be equal to (i) the amount of Cash set forth in the Estimated Closing Statement, plus (ii) the amount of Working Capital set forth in the Estimated Closing Statement, less (iii) Seller’s calculation the Target Working Capital Amount, less (iv) the amount of Indebtedness set forth in the Estimated Closing Statement (it being understood that the amount of the amount payable under Section 2.2(a) on the basis Debt Financing will not be considered Indebtedness for purposes of the Estimated Statement, in each case, along with reasonable supporting detail to evidence the calculation of such amount. Closing Adjustment). (c) The Estimated Closing Statement and all calculations therein shall be determined as of 12:01 a.m. Eastern time on the Closing Date and prepared in accordance with GAAPthe definitions of “Cash”, “Working Capital” and “Indebtedness” (as applicable and without duplication) set forth herein based on the Accounting Standard, applied consistently applied, and using the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used their application in connection with the preparation of the Audited Balance Sheet and the Example Net Working Capital Calculation. Seller shall provide Buyer with reasonable access to the Books and Records of the Acquired Companies and shall cause the personnel of the Acquired Companies to reasonably cooperate with Buyer for the purpose of enabling Buyer to calculate, and to review Seller’s calculation of Estimated Net Working Capital and Estimated Cash and such amounts shall be adjusted in response to any reasonable comments of Buyer provided prior to the Closing. The amount payable under Section 2.4(b)(i) shall be (i) increased or decreased, respectively, dollar-for-dollar by the amount that the Estimated Net Working Capital is more than or less than Target Net Working Capital and (ii) increased dollar-for-dollar by the amount of the Estimated Cash (provided that in no event shall the Estimated Cash exceed the Maximum Cash Amount); provided, however, that in the event of a decrease, in lieu of decreasing the amount payable under Section 2.4(b)(i), the Deferred Payment Amount shall first be decreased by up to an aggregate of $2,000,000, and, if applicable, thereafter the amount payable under Section 2.4(b)(i) shall be decreased by the amount in excess of $2,000,000Financial Statements.

Closing Adjustment. At least three (3i) Business Days prior Prior to the Closing Date, Seller shall prepare in good faith Sellers have prepared and deliver delivered to Buyer a statement (the “Estimated Closing Statement”) setting forth an unaudited consolidated balance sheet Sellers’ good faith estimate of the Acquired Companies as Closing Payment, which shall include a separate estimate of 12:01 a.m. Eastern time on the Inventory at Closing Date and an estimated calculation of (i) Net Working Capital its value (the “Estimated Net Working CapitalInventory”) and shall be delivered together with reasonably detailed supporting schedules, calculations, and documentation sufficient to support the amounts set forth in such statement. The calculations and determinations set forth in such statement shall be prepared in accordance with the Accounting Principles. An illustrative calculation of the Estimated Inventory, determined in accordance with the Accounting Principles, is set forth on Schedule 2.6(a) hereto. (ii) Subject to Section 2.6(a)(iii), in the event the Estimated Inventory is less than the Target Inventory by more than $1,500,000 (the “Threshold”), (ii) Cash (at Closing, the “Estimated Cash”), and (iii) Seller’s calculation of the amount payable under Section 2.2(a) on the basis of the Estimated Statement, in each case, along with reasonable supporting detail to evidence the calculation of such amount. The Estimated Statement and all calculations therein shall be determined as of 12:01 a.m. Eastern time on the Closing Date and in accordance with GAAP, consistently applied, and using the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the Audited Balance Sheet and the Example Net Working Capital Calculation. Seller shall provide Buyer with reasonable access to the Books and Records of the Acquired Companies and shall cause the personnel of the Acquired Companies to reasonably cooperate with Buyer for the purpose of enabling Buyer to calculate, and to review Seller’s calculation of Estimated Net Working Capital and Estimated Cash and such amounts Base Purchase Price shall be adjusted in response to any reasonable comments of Buyer provided prior to the Closing. The amount payable under Section 2.4(b)(i) shall be (i) increased or decreased, respectively, downward dollar-for-dollar by such amount in excess of the amount that Threshold (the “Inventory Shortfall”). In the event the Estimated Net Working Capital Inventory is determined to be an amount greater than the Target Inventory by more than or less than Target Net Working Capital and (ii) increased the Threshold, the Base Purchase Price shall be adjusted upwards dollar-for-dollar by the amount of the Estimated Cash (provided that in no event shall the Estimated Cash exceed the Maximum Cash Amount); provided, however, that in the event of a decrease, in lieu of decreasing the amount payable under Section 2.4(b)(i), the Deferred Payment Amount shall first be decreased by up to an aggregate of $2,000,000, and, if applicable, thereafter the amount payable under Section 2.4(b)(i) shall be decreased by the such amount in excess of $2,000,000the Threshold (the “Inventory Surplus”). (iii) Xxxxx and Sellers agree to negotiate any disagreement concerning the Closing Statement and the Estimated Inventory in good faith. If Buyer and Sellers have failed to reach agreement with respect to the Estimated Inventory prior to the Closing, the Base Purchase Price shall not be adjusted in accordance with this Section 2.6 at Closing and the dispute, and any resulting adjustment, shall be resolved post-Closing in accordance with Section 2.6(b) of this Agreement.