Common use of Closing Adjustment Clause in Contracts

Closing Adjustment. (i) At the Closing, the cash amount of 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 top of the range of the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the bottom of the range of the Target Working Capital; (B) a decrease by the estimated Closing Indebtedness (“Estimated Closing Indebtedness”); and Securities Purchase Agreement 18 Project Acorn (C) a decrease by the amount of estimated Closing Transaction Expenses (“Estimated Closing Transaction Expenses”). The net amount after giving effect to the adjustments listed above (and exclusive of the the Akerna Loan which will be deemed repaid in full at Closing pursuant to its terms) shall be the “Closing Date Payment.” (ii) At least three (3) Business Days before the Closing, Seller shall prepare and deliver to Buyer a statement setting forth its good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”), Estimated Closing Indebtedness, and Estimated Closing Transaction Expenses, which statement shall contain an estimated balance sheet of the Company Group as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital, Estimated Closing Indebtedness, and Estimated Closing Transaction Expenses (the “Estimated Closing Statement”), and a certificate of the Chief Financial Officer of Seller certifying that the Estimated Closing Statement was prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Annual Financial Statements for the most recent fiscal year end as if such Estimated Closing Statement was being prepared and audited as of a fiscal year end, as adjusted as set forth on Schedule B. The Estimated Closing Statement shall include a reasonably detailed explanation and supporting detail of the calculations thereof.

Closing Adjustment. (i) At Within 90 days after the ClosingClosing Date, the cash amount of 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 top of the range of the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the bottom of the range of the Target Working Capital; (B) a decrease by the estimated Closing Indebtedness (“Estimated Closing Indebtedness”); and Securities Purchase Agreement 18 Project Acorn (C) a decrease by the amount of estimated Closing Transaction Expenses (“Estimated Closing Transaction Expenses”). The net amount after giving effect to the adjustments listed above (and exclusive of the the Akerna Loan which will be deemed repaid in full at Closing pursuant to its terms) shall be the “Closing Date Payment.” (ii) At least three (3) Business Days before the Closing, Seller Buyer shall prepare and deliver to Buyer Sellers’ Representative a statement setting forth its good faith estimate calculation of Closing Working Capital (the “Estimated Closing Working Capital”), Estimated Closing Indebtedness, and Estimated Closing Transaction Expenses, which statement shall contain an estimated audited balance sheet of the Company Group as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital, Estimated Closing Indebtedness, and Estimated Closing Transaction Expenses Capital (the “Estimated Closing Working Capital Statement”), ) and a certificate of the Chief Financial Officer of Seller certifying Buyer that the Estimated Closing Working Capital Statement was prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Annual Audited Financial Statements for the most recent fiscal year end as if such Estimated Closing Working Capital Statement was being prepared and audited as of a fiscal year end, as adjusted as set forth on Schedule B. . (ii) The post-closing adjustment shall be an amount equal to (a) if the Closing Working Capital is greater than the Estimated Closing Statement Working Capital, the Closing Working Capital minus the Estimated Closing Working Capital, or (b) if the Estimated Closing Working Capital is greater than the Closing Working Capital, the Estimated Closing Working Capital minus the Closing Working Capital (the “Post-Closing Adjustment”). If the Post-Closing Adjustment is calculated pursuant to clause (a) above, then it shall include a reasonably detailed explanation and supporting detail of be owed by Buyer to Sellers, in accordance with the calculations thereofAllocation Schedule. If the Post-Closing Adjustment is calculated pursuant to clause (b) above, it shall be owed by the Sellers to Buyer.

Closing Adjustment. Not less than ten (i10) At Business Days prior to the Closinganticipated Closing Date, Parent shall provide Buyer with a notice (the cash amount of “Closing Notice”) that includes the Purchase Price shall be adjusted in the following mannerfollowing: (Aa) either (1) an increase a “Statement of Estimated Cash and Indebtedness”, prepared by the amount, if any, by which the Estimated Closing Working Capital (as determined Parent in good faith in accordance with Section 2.04(a)(ii)) is greater than the top Transaction Accounting Principles and in the format of the range of the Target Working CapitalReference Indebtedness Statement set forth in Exhibit D, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the bottom of the range of the Target Working Capital; (B) a decrease by setting forth the estimated Closing Cash (“Estimated Closing Cash”) and estimated Closing Date Indebtedness (“Estimated Closing IndebtednessDebt”); and Securities Purchase Agreement 18 Project Acorn; (Cb) a decrease “Statement of Estimated Working Capital”, prepared by Parent in good faith in accordance with the amount Transaction Accounting Principles and in the format of the Reference Working Capital Statement set forth in Exhibit D, setting forth the estimated Closing Transaction Expenses Date Working Capital (“Estimated Closing Transaction Expenses”). The net amount after giving effect to the adjustments listed above (and exclusive of the the Akerna Loan which will be deemed repaid in full at Closing pursuant to its terms) shall be the “Closing Date Payment.” (ii) At least three (3) Business Days before the Closing, Seller shall prepare and deliver to Buyer a statement setting forth its good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”); (c) Parent’s determination of the “Closing Adjustment”, which shall be an amount (which, for the avoidance of doubt, may be positive or negative) equal to (i) the amount of Estimated Closing IndebtednessCash, and minus (ii) the amount of Estimated Closing Transaction ExpensesDebt, which statement shall contain plus (iii) the amount of Estimated Working Capital Adjustment (which, for the avoidance of doubt, may be positive or negative); (d) taking into account the Closing Adjustment, the estimated Purchase Price at Closing, calculated as follows, (i) if the Closing Adjustment is a positive amount, then the Base Payment will be increased by an estimated balance sheet of amount equal to the Company Group as Closing Adjustment, (ii) if the Closing Adjustment is a negative amount, then the Base Payment will be reduced by the absolute amount of the Closing Date Adjustment or (without giving effect iii) if the Closing Adjustment is zero, then the Base Payment will not be adjusted (such amount as calculated pursuant to the transactions contemplated hereinthis clause (d), a calculation of Estimated Closing Working Capital, Estimated Closing Indebtedness, and Estimated Closing Transaction Expenses (the “Estimated Closing StatementPurchase Price”), and a certificate of ; and (e) the Chief Financial Officer of Seller certifying that account or accounts to which Buyer shall pay the Estimated Closing Statement was prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Annual Financial Statements for the most recent fiscal year end as if such Estimated Closing Statement was being prepared and audited as of a fiscal year end, as adjusted as set forth on Schedule B. The Estimated Closing Statement shall include a reasonably detailed explanation and supporting detail of the calculations thereofPayment.

Closing Adjustment. (i) At Within 90 days after the ClosingClosing Date, the cash amount of 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 top of the range of the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the bottom of the range of the Target Working Capital; (B) a decrease by the estimated Closing Indebtedness (“Estimated Closing Indebtedness”); and Securities Purchase Agreement 18 Project Acorn (C) a decrease by the amount of estimated Closing Transaction Expenses (“Estimated Closing Transaction Expenses”). The net amount after giving effect to the adjustments listed above (and exclusive of the the Akerna Loan which will be deemed repaid in full at Closing pursuant to its terms) shall be the “Closing Date Payment.” (ii) At least three (3) Business Days before the Closing, Seller Buyer shall prepare and deliver to Buyer Sellers’ Representative a statement setting forth its good faith estimate calculation of Closing Working Capital (the “Estimated Closing Working Capital”), Estimated Closing Indebtedness, and Estimated Closing Transaction Expenses, which statement shall contain an estimated audited balance sheet of the Company Group as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital, Estimated Closing Indebtedness, and Estimated Closing Transaction Expenses Capital (the “Estimated Closing Working Capital Statement”), ) and a certificate of the Chief Financial Officer of Seller certifying Buyer that the Estimated Closing Working Capital Statement was prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Annual Audited Financial Statements for the most recent fiscal year end as if such Estimated Closing Working Capital Statement was being prepared and audited as of a fiscal year end, as adjusted as set forth on Schedule B. . (ii) The post-closing adjustment shall be an amount equal to (a) if the Closing Working Capital is greater than the Estimated Closing Statement Working Capital, the Closing Working Capital minus the Estimated Closing Working Capital, or (b) if the Estimated Closing Working Capital is greater than the Closing Working Capital, the Estimated Closing Working Capital minus the Closing Working Capital (the “Post- Closing Adjustment”). If the Post-Closing Adjustment is calculated pursuant to clause (a) above, then it shall include a reasonably detailed explanation and supporting detail of be owed by Buyer to Sellers, in accordance with the calculations thereofAllocation Schedule. If the Post-Closing Adjustment is calculated pursuant to clause (b) above, it shall be owed by the Sellers to Buyer.

Closing Adjustment. (i) At the Closing, the cash amount of the Purchase Price Cash Consideration 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 two hundred twenty five thousand dollars ($225,000.00) (the top of the range of the “Target Working Capital”), or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the bottom of the range of the Target Working Capital; (B) a decrease by the estimated outstanding Indebtedness of the Company as of the close of business on the Closing Indebtedness (“Estimated Closing Indebtedness”)Date; and Securities Purchase Agreement 18 Project Acornand (C) a decrease by the amount of estimated Closing unpaid Transaction Expenses (“Estimated of the Company as of the close of business on the Closing Transaction Expenses”)Date. The net amount after giving effect to the adjustments listed above (and exclusive of the the Akerna Loan which will be deemed repaid in full at Closing pursuant to its terms) shall be the “Closing Date Payment.” (ii) At least three (3) Business Days before Before the Closing, Seller the Company shall prepare and deliver to Buyer a statement setting forth its good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”), ) of all current assets of the Company (exclusive of cash in the amount of one hundred fifty thousand dollars ($150,000) (the “Retained Cash”) which shall not be included in the Estimated Closing Indebtedness, Working Capital) which Sellers shall retain in the Company) less all current liabilities of the Company (excluding Indebtedness and Estimated Closing Transaction Expenses) determined in accordance with GAAP (“Working Capital”), which statement shall contain an estimated balance sheet of the Company Group as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital, Estimated Closing Indebtedness, and Estimated Closing Transaction Expenses Capital (the “Estimated Closing Working Capital Statement”), and a certificate of the Chief Financial Executive Officer of Seller certifying the Company that the Estimated Closing Working Capital Statement was prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Annual Financial Statements for the most recent fiscal year end as if such Estimated Closing Working Capital Statement was being prepared and audited as of a fiscal year end, as adjusted as set forth on Schedule B. The Estimated Closing Statement shall include a reasonably detailed explanation and supporting detail of the calculations thereof.

Closing Adjustment. (i) At the Closing, the cash amount of 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 top of the range of the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the bottom of the range of the Target Working Capital; ; (B) a decrease an increase by the estimated Closing Indebtedness (“amount of the Estimated Closing Indebtedness”)Cash of the Company as of the open of business on the Closing Date; and Securities Purchase Agreement 18 Project Acorn (C) a decrease by the outstanding Indebtedness of the Company as of the open of business on the Closing Date; (D) a decrease by the amount of estimated Closing unpaid Transaction Expenses of the Company as of the open of business on the Closing Date; and (“Estimated Closing Transaction Expenses”)E) a decrease in an amount equal to the Holdback Amount in shares of AgEagle Stock. The net amount after giving effect to the adjustments listed above (and exclusive of the the Akerna Loan which will be deemed repaid in full at Closing pursuant to its terms) shall be the “Closing Date Payment.”” The adjustments to the Purchase Price in clauses (A) through (D) shall be allocated to the cash portion of the Purchase Price, and the adjustment to the Purchase Price in clause (E) shall be allocated to the portion of the Purchase Price payable in shares of AgEagle Stock. (ii) At least three (3) Business Days before the Closing, Seller Sellers’ Representative shall prepare have prepared and deliver delivered to Buyer a statement setting forth its good faith estimate estimates of Closing Working Capital (the “Estimated Closing Working Capital”), ) and Closing Cash (the “Estimated Closing Indebtedness, and Estimated Closing Transaction ExpensesCash”), which statement shall contain an estimated balance sheet of the Company Group as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital, Estimated Closing Indebtedness, and Estimated Closing Transaction Expenses Capital (the “Estimated Closing Working Capital Statement”), and a certificate of the Chief Financial Executive Officer of Seller certifying the Company that the Estimated Closing Working Capital Statement was prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Annual Audited Financial Statements for the most recent fiscal year end as if such Estimated Closing Working Capital Statement was being prepared and audited as of a fiscal year end, as adjusted as set forth on Schedule B. The Estimated Closing Statement shall include a reasonably detailed explanation and supporting detail of the calculations thereof.

Closing Adjustment. (i) At the Closing, the cash amount of 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 top of the range of the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the bottom of the range of the Target Working Capital; (B) a decrease by the estimated Closing Indebtedness (“Estimated Closing Indebtedness”); and Securities Purchase Agreement 18 Project Acorn (C) a decrease by the amount of estimated Closing Transaction Expenses (“Estimated Closing Transaction Expenses”). The net amount after giving effect to the adjustments listed above (and exclusive of the the Akerna Loan which will be deemed repaid in full at Closing pursuant to its terms) shall be the “Closing Date Payment.” (ii) At least three (3) Business Days before the Closing, Seller MD Holdings shall cause the Company to prepare and deliver to Buyer XXXX a statement setting forth its good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”), Closing Indebtedness (the “Estimated Closing Indebtedness”), and Closing Cash on Hand (“Estimated Closing Transaction ExpensesCash on Hand”), which statement shall contain an estimated balance sheet of the Company Group as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital, Estimated Closing Indebtedness, Indebtedness and Estimated Closing Transaction Expenses Cash on Hand (the “Estimated Closing Statement”), a calculation based on the Estimated Closing Statement of Company Preferred Stock Value, Company Preferred Stock Value (MD Portion), Company Equity Value, Company Equity Value (MD Portion) and Total Holder Value for each MD Holdings Member as of immediately prior to the Effective Time and a certificate of the Chief Financial Officer of MD Holdings, acknowledged and agreed to in writing by the Seller certifying Representative, that the Estimated Closing Statement was prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Annual Company Financial Statements for the most recent fiscal year end as if such Estimated Closing Statement was being prepared and audited as of a fiscal year end. The “Closing Adjustment Amount” shall be an amount equal to (i) Estimated Closing Working Capital minus Target Working Capital, as adjusted as set forth plus (ii) if positive, Estimated Closing Cash on Schedule B. The Hand minus Target Cash minus (iii) if negative, the absolute value of Estimated Closing Cash on Hand minus Target Cash, minus (iv) the Estimated Closing Indebtedness. XXXX may object to MD Holdings’ Estimated Closing Statement and the Estimated Closing Working Capital, Estimated Closing Indebtedness and/or Estimated Closing Cash on Hand set forth therein, in which case MD Holdings and XXXX shall include a reasonably detailed explanation negotiate in good faith to agree on the Estimated Closing Working Capital, Estimated Closing Indebtedness and supporting detail Estimated Closing Cash on Hand for purposes of determining the calculations thereofClosing Adjustment Amount. In the event that XXXX and MD Holdings are unable to resolve any such disputes through negotiation, the Estimated Closing Statement as prepared by the Company on behalf of MD Holdings shall be accepted for purposes of Closing, subject to Section 3.7(b).

Closing Adjustment. (i) At the Closing, the cash amount of 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 top of the range of the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the bottom of the range of the Target Working Capital; (B) a decrease by the estimated Closing Indebtedness (“Estimated Closing Indebtedness”); and Securities Purchase Agreement 18 Project Acorn (C) a decrease by the amount of estimated Closing Transaction Expenses (“Estimated Closing Transaction Expenses”). The net amount after giving effect to the adjustments listed above (and exclusive of the the Akerna Loan which will be deemed repaid in full at Closing pursuant to its terms) shall be the “Closing Date Payment.” (ii) At least three (3) Business Days before the Closing, Seller Sellers shall cause the Company to have completed a physical asset count covering inventory located at its facilities in Tulsa, Oklahoma, San Antonio, Texas, and Salisbury, England (which count a representative of Buyer shall be entitled to observe to the extent requested by Buyer) and, based on such count, to prepare and deliver to Buyer a statement setting forth its good faith estimate of the amount of cash and cash equivalents to be held by the Acquired Companies as of the close of business on the Closing Date after giving effect to the consummation of the Reorganization (“Estimated Cash”) and its good faith estimate of the amount of Closing Working Capital (the “Estimated Closing Working Capital”), Estimated Closing Indebtedness, and Estimated Closing Transaction Expenses, which statement shall contain an estimated consolidated balance sheet of the Company Group as of the Closing Date (without giving effect to the transactions contemplated hereinherein but after giving effect to the Reorganization), a calculation of Estimated Closing Working Capital, Estimated Closing Indebtedness, and Estimated Closing Transaction Expenses Capital (the “Estimated Closing Working Capital Statement”), and a certificate of the Chief Financial Officer of Seller certifying the Company that the Estimated Closing Working Capital Statement was prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, procedures described on Schedule 2.04 with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Annual Financial Statements for Sample Working Capital Statement. Sellers shall use commercially reasonable efforts to cause the most recent fiscal year end as Acquired Companies to have no more than $250,000 of Estimated Cash (including by distributing any excess cash to the holders of Membership Interests or by transferring any excess cash to Newco pursuant to the Asset Transfer Agreement). (ii) The “Closing Adjustment” shall be an amount equal to the Estimated Cash plus the Estimated Working Capital Excess Adjustment (if such any) or minus the Estimated Working Capital Deficit Adjustment (if any). “Estimated Working Capital Excess Adjustment” means, if and only if the Estimated Closing Statement was being prepared and audited as of a fiscal year end, as adjusted as set forth on Schedule B. The Estimated Closing Statement shall include a reasonably detailed explanation and supporting detail of Working Capital exceeds the calculations thereof.Target

Closing Adjustment. (i) At the Closing, the cash amount of 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 top of the range of the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the bottom of the range of the Target Working Capital; (B) a decrease by the estimated Closing Indebtedness (“Estimated Closing Indebtedness”); and Securities Purchase Agreement 18 Project Acorn; (C) a decrease by the amount of estimated Closing Transaction Expenses (“Estimated Closing Transaction Expenses”); and (D) a decrease by the amount of estimated Credit for Referral Payments (“Estimated Credit for Referral Payments”). The net amount after giving effect to the adjustments listed above (and exclusive of the the Akerna Loan which will be deemed repaid in full at Closing pursuant to its terms) shall be the “Closing Date Payment.” (ii) At least three (3) Business Days before the Closing, Seller shall prepare and deliver to Buyer a statement setting forth its good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”), Estimated Closing Indebtedness, and Estimated Closing Transaction Expenses, and Estimated Credit for Referral Payments, which statement shall contain an estimated balance sheet of the Company Group as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital, Estimated Closing Indebtedness, and Estimated Closing Transaction Expenses Expenses, and Estimated Credit for Referral Payments (the “Estimated Closing Statement”), and a certificate of the Chief Financial Officer of Seller certifying that the Estimated Closing Statement was prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Annual Financial Statements for the most recent fiscal year end as if such Estimated Closing Statement was being prepared and audited as of a fiscal year end, as adjusted as set forth on Schedule B. The Estimated Closing Statement shall include a reasonably detailed explanation and supporting detail of the calculations thereof.

Closing Adjustment. (i) At least three (3) Business Days prior to the ClosingClosing Date, Seller shall provide a statement (the cash amount “Estimated Closing Statement”) setting forth Seller’s estimated balance sheet of the Purchase Price shall be adjusted Business as of the Effective Time, prepared in according with the following mannerAccounting Principles, and Xxxxxx’s good-faith estimate of each of the following: (A) either the Closing Transaction Expenses (1the “Estimated Closing Transaction Expenses”); (B) an increase the Closing Indebtedness (the “Estimated Closing Indebtedness”); (C) the Closing Cash on Hand (the “Estimated Closing Cash on Hand”); and (D) the Closing Working Capital (the “Estimated Closing Working Capital”). (ii) Upon the terms and subject to the conditions set forth in this Agreement, the Closing Payment paid by the Buyer to Seller on the Closing Date shall be (a) increased 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 top of the range of exceeds the Target Working Capital, or (2b) a decrease decreased by the amount, if any, by which the Target Working Capital exceeds the Estimated Closing Working Capital is less than the bottom of the range of the Target Working Capital; , (Bc) a decrease decreased by the estimated Closing Indebtedness (“Estimated Closing Indebtedness”); and Securities Purchase Agreement 18 Project Acorn , (Cd) a decrease decreased by the amount of estimated Closing Transaction Expenses (“Estimated Closing Transaction Expenses, and (e) increased by the Closing Cash on Hand (the amount actually paid to Seller pursuant to this Section 1.06(b)(ii), the “Purchase Price”). The net amount after giving effect to the adjustments listed above (and exclusive of the the Akerna Loan which will be deemed repaid in full at Closing pursuant to its terms) shall be the “Closing Date Payment.” (iiiii) At least three In no event will any amount included in the calculation of: (3x) Business Days before the Closing, Seller shall prepare and deliver to Buyer a statement setting forth its good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”)Transaction Expenses, Estimated Closing Indebtedness, and Estimated Closing Transaction Expenses, which statement shall contain an estimated balance sheet of the Company Group as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Cash on Hand or Estimated Closing Working Capital, Estimated on the one hand, or (y) Closing Transaction Expenses, Closing Indebtedness, Closing Cash on Hand or Closing Working Capital, on the other, be included in any such other calculations within such subsections (x) and Estimated Closing Transaction Expenses (y) to the “Estimated Closing Statement”), and a certificate of the Chief Financial Officer of Seller certifying that the Estimated Closing Statement was prepared extent doing so would result in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Annual Financial Statements for the most recent fiscal year end as if such Estimated Closing Statement was being prepared and audited as of a fiscal year end, as adjusted as set forth on Schedule B. The Estimated Closing Statement shall include a reasonably detailed explanation and supporting detail of the calculations thereofdouble counting.

Closing Adjustment. (i) At the Closing, the cash amount of 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 top of the range of the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the bottom of the range of the Target Working Capital; (B) a decrease by the estimated Closing Indebtedness (“Estimated Closing Indebtedness”); and Securities Purchase Agreement 18 Project Acorn (C) a decrease by the amount of estimated Closing Transaction Expenses (“Estimated Closing Transaction Expenses”). The net amount after giving effect to the adjustments listed above (and exclusive of the the Akerna Loan which will be deemed repaid in full at Closing pursuant to its terms) shall be the “Closing Date Payment.” (ii) At least three (3) Business Days before the Closing, Seller the Company shall prepare and deliver to Buyer Parent a statement (the “Estimated Closing Statement”) setting forth its good faith estimate estimates of Closing Working Capital each component of the Share Consideration Adjustment Amount Value (the “Estimated Closing Working CapitalShare Consideration Adjustment Amount Value”), Estimated Closing Indebtedness, and Estimated Closing Transaction Expenses, which statement shall contain an estimated unaudited balance sheet of the Company Group as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital, Estimated Closing Indebtedness, and Estimated Closing Transaction Expenses (the “Estimated Closing Statement”), and a certificate of the Chief Financial Officer Vice President of Seller certifying Finance of the Company that the Estimated Closing Statement was prepared in accordance with US GAAP applied and using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were procedures used in to prepare the preparation of the Annual Financial Statements for (as modified by Schedule 2.19(b)) (the most recent fiscal year end as if such “Accounting Policies”). In the event of any conflicts between US GAAP and the Accounting Policies, US GAAP shall control. The parties hereto agree that the purpose of preparing the Estimated Closing Statement was being prepared and audited determining Current Assets and Current Liabilities pursuant to this Section 2.19 is to adjust for inaccuracies in the estimates in the amounts of Closing Working Capital, Current Assets, Current Liabilities, Excess Cash, Company M&A Fund Cash Amount, and Closing Indebtedness as of a fiscal year endthe Closing, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the estimates of Closing Working Capital, Current Assets, Current Liabilities, Excess Cash, Company M&A Fund Cash Amount and Closing Indebtedness as adjusted of the Closing. The Company shall cooperate with Parent in supplying any other information Parent may reasonably request in order to verify the amounts reflected on the Estimated Closing Statement. The estimates of Closing Working Capital, Excess Cash, Company M&A Fund Cash Amount and Closing Indebtedness as of the Closing set forth on Schedule B. The the Estimated Closing Statement Statement, with any changes thereto as agreed by Parent and the Company prior to the Closing, will be used for purposes of calculating the Closing Merger Consideration absent manifest error. (ii) The “Estimated Closing Adjustment” shall include a reasonably detailed explanation and supporting detail be that number of shares of Parent Common Stock equal to the calculations thereofEstimated Share Consideration Adjustment Amount Value divided by the Parent Stock Signing Price.

Closing Adjustment. (i) At Not more than forty-five (45) days after the Closing, the cash amount of 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 top of the range of the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the bottom of the range of the Target Working Capital; (B) a decrease by the estimated Closing Indebtedness (“Estimated Closing Indebtedness”); and Securities Purchase Agreement 18 Project Acorn (C) a decrease by the amount of estimated Closing Transaction Expenses (“Estimated Closing Transaction Expenses”). The net amount after giving effect to the adjustments listed above (and exclusive of the the Akerna Loan which will be deemed repaid in full at Closing pursuant to its terms) shall be the “Closing Date Payment.” (ii) At least three (3) Business Days before the Closing, Seller Sellers shall prepare and deliver to Buyer an audited balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein) (the “Closing Date Balance Sheet”). Buyer agrees to make available to Sellers, upon reasonable request of Sellers post-closing, any books, records, and systems of the Company as reasonably necessary for Sellers to prepare such Closing Date Balance Sheet. (ii) Within thirty (30) days of Buyer’s receipt of the Closing Date Balance Sheet from Sellers, Buyer shall prepare and deliver to Seller a statement setting forth its good faith estimate calculation of Closing Working Capital (the “Estimated Closing Working Capital”), Estimated Closing Indebtedness, and Estimated Closing Transaction Expenses, which statement shall contain an estimated audited balance sheet of the Company Group as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital, Estimated Closing Indebtedness, and Estimated Closing Transaction Expenses Capital (the “Estimated "Closing Working Capital Statement”), ") and a certificate of the Chief Financial Officer of Seller certifying Buyer that the Estimated Closing Working Capital Statement was prepared in accordance with GAAP applied using and this Agreement. (iii) The "Closing Adjustment" shall be an amount that is equal to (a) the same accounting methodsamount by which Closing Working Capital exceeds the Target Working Capital Range, practicesas of the audited Closing Balance Sheet; or (b) the amount by which Closing Working Capital falls below the Target Working Capital Range, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used as of the audited Closing Balance Sheet; or (c) in the preparation event Closing Working Capital is within the Target Working Capital Range, $0. In the case of subsection (a) above, the Purchase Price shall be increased by the amount of the Annual Financial Statements for Closing Adjustment, on a dollar-for-dollar basis, and Buyer shall pay to Sellers an amount equal to the most recent fiscal year end as if such Estimated Closing Statement was being prepared and audited as Adjustment. In the case of a fiscal year endsubsection (b) above, as adjusted as set forth on Schedule B. The Estimated Closing Statement the Purchase Price shall include a reasonably detailed explanation and supporting detail be reduced by the amount of the calculations thereofClosing Adjustment, on a dollar-for-dollar basis, and Sellers shall pay to Buyer an amount equal to the Closing Adjustment.

Closing Adjustment. Prior to the date hereof Seller shall have prepared and delivered to Buyer: (i) At the Closing, the cash amount of 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 top of the range of the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the bottom of the range of the Target Working Capital; (B) a decrease by the estimated Closing Indebtedness (“Estimated Closing Indebtedness”); and Securities Purchase Agreement 18 Project Acorn (C) a decrease by the amount of estimated Closing Transaction Expenses (“Estimated Closing Transaction Expenses”). The net amount after giving effect to the adjustments listed above (and exclusive of the the Akerna Loan which will be deemed repaid in full at Closing pursuant to its terms) shall be the “Closing Date Payment.” (ii) At least three (3) Business Days before the Closing, Seller shall prepare and deliver to Buyer a statement setting forth its good faith estimate of Closing Working Capital (the “Estimated Closing Working CapitalStatement”), Estimated Closing Indebtedness, and Estimated Closing Transaction Expenses, which statement shall contain an estimated balance sheet ) setting forth Seller’s good faith estimate of the Company Group Net Working Capital Amount of the Business as of the close of business on the date immediately prior to the Closing Date (prepared in accordance with GAAP, consistently applied, and the definition of Net Working Capital Amount, and containing the line items set forth in the sample working capital amount calculation set forth solely for illustration purposes on Schedule 1.6, without giving effect to the transactions contemplated hereinherein (the “Estimated Net Working Capital Amount”); and (ii) an estimated unaudited balance sheet of the Business (excluding the Excluded Assets and Retained Liabilities) as of the close of business on the date immediately prior to the Closing Date prepared in accordance with GAAP, a calculation of Estimated Closing Working Capitalconsistently applied, Estimated Closing Indebtedness, and Estimated Closing Transaction Expenses without giving effect to the transactions contemplated herein (the “Estimated Closing StatementDate Balance Sheet”). The Estimated Closing Statement shall contain detailed calculations of the Estimated Net Working Capital Amount, and shall be accompanied by a certificate of the Chief Financial Officer an authorized officer of Seller certifying that the Estimated Closing Statement was and Estimated Closing Date Balance Sheet were prepared in accordance with GAAP applied using GAAP, consistently applied. The Consideration shall be adjusted at Closing to the same accounting methodsextent that the Estimated Net Working Capital Amount is less than or greater than $850,000 (the “Target Working Capital Amount” and such adjustment, practicesthe “Closing Adjustment”). If the Estimated Net Working Capital Amount is less than the Target Working Capital Amount, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation Consideration shall be decreased on a dollar-for-dollar basis by the amount of the Annual Financial Statements for Closing Adjustment. If the most recent fiscal year end as if such Estimated Closing Statement was being prepared and audited as of Net Working Capital Amount is greater than the Target Working Capital Amount, the Consideration shall be increased on a fiscal year end, as adjusted as set forth on Schedule B. The Estimated Closing Statement shall include a reasonably detailed explanation and supporting detail dollar-for-dollar basis by the amount of the calculations thereofClosing Adjustment.

Closing Adjustment. (i) At Prior to the Closing, the cash amount of 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 top of the range of the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the bottom of the range of the Target Working Capital; (B) a decrease by the estimated Closing Indebtedness (“Estimated Closing Indebtedness”); and Securities Purchase Agreement 18 Project Acorn (C) a decrease by the amount of estimated Closing Transaction Expenses (“Estimated Closing Transaction Expenses”). The net amount after giving effect to the adjustments listed above (and exclusive of the the Akerna Loan which will be deemed repaid in full at Closing pursuant to its terms) shall be the “Closing Date Payment.” (ii) At least three (3) Business Days before the Closing, Seller Company shall prepare and deliver to Buyer a statement setting forth its good faith estimate of Closing Adjusted Working Capital (the “"Estimated Closing Working Capital”"), Estimated Closing Indebtedness, and Estimated Closing Transaction Expenses, which statement shall contain an estimated balance sheet of the Company Group as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital, Capital (the "Estimated Closing Indebtedness, and Estimated Closing Transaction Expenses (the “Estimated Closing Working Capital Statement”"), and a certificate of the Chief Financial Executive Officer of Seller certifying the Company that the Estimated Closing Working Capital Statement was prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies as those that were used in the preparation of the Annual Financial Statements for the most recent fiscal year end as if such Estimated Closing Working Capital Statement was being prepared and audited as of a fiscal year end, as adjusted as set forth on Schedule B. . (ii) The "Closing Adjustment" shall be an amount equal to the Estimated Closing Statement Working Capital minus $3,814,000 (the "Target Working Capital"). If the Closing Adjustment is a positive number, the Purchase Price shall include a reasonably detailed explanation and supporting detail be increased by the amount of the calculations thereofClosing Adjustment. If the Closing Adjustment is a negative number, the Purchase Price shall be reduced by the amount of the Closing Adjustment. In the event the Closing Adjustment is a positive number, 15% of the Closing Adjustment shall be placed into the Escrow Account and the Escrow Amount shall be increased accordingly. (iii) There shall not be taken into account in calculating the Closing Adjustment (x) any Federal, State, local or foreign Tax attributable to the Section 338(h)(10) Election (including, without limitation, any Tax under Code Section 1374 or any similar provision of State or local law); (y) any Federal, State, local or foreign Tax attributable to any voluntary election or other action by the Buyer or by the Company after the Closing; and (z) any bonuses paid to employees in consideration of their continuing employment with the Company following the Closing.

Closing Adjustment. (i) At the Closing, the cash amount of 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 top of the range of the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the bottom of the range of the Target Working Capital; (B) a decrease by the estimated Closing Indebtedness (“Estimated Closing Indebtedness”); and Securities Purchase Agreement 18 Project Acorn (C) a decrease by the amount of estimated Closing Transaction Expenses (“Estimated Closing Transaction Expenses”). The net amount after giving effect to the adjustments listed above (and exclusive of the the Akerna Loan which will be deemed repaid in full at Closing pursuant to its terms) shall be the “Closing Date Payment.” (ii) At least three (3) Business Days before the Closing, Seller shall prepare and deliver to Buyer a statement setting forth its good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”), Estimated Closing Indebtedness, and Estimated Closing Transaction Expenses, which statement shall contain an estimated balance sheet of the Company Group as of the Closing Date (without giving effect to the transactions contemplated herein) and a separate statement of the amount of cash in the Company’s bank accounts as of the Closing Date and a description of the dollar amount of each such account (the “Actual Closing Cash”), a calculation of Estimated Closing Working Capital, Estimated Closing Indebtedness, and Estimated Closing Transaction Expenses Capital (the “Estimated Closing Working Capital Statement”), and a certificate of the Chief Financial Officer of Seller certifying that the Estimated Closing Working Capital Statement was prepared in accordance with Exhibit C and GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Annual Financial Statements for the most recent fiscal year end as if such Estimated Closing Working Capital Statement was being prepared and audited as of a fiscal year end. The Actual Closing Cash shall include cash held in the Company’s bank accounts of at least $650,000 (“Required Closing Cash”) (and which, as adjusted as set forth on Schedule B. for great certainty and without duplication, shall be included in the Closing Working Capital). If the Actual Closing Cash is less than the Required Closing Cash at Closing then Seller shall pay to Buyer at Closing an amount equal to the difference between the Company’s Required Closing Cash and the Actual Closing Cash (the “Closing Cash Deficiency”). (ii) The “Closing Adjustment” shall be an amount equal to the Estimated Closing Statement Working Capital minus $9,850,000 (the “Target Working Capital”). If the Closing Adjustment is a positive number, the Cash Consideration shall include a reasonably detailed explanation and supporting detail be increased by the amount of the calculations thereofClosing Adjustment. If the Closing Adjustment is a negative number, the Cash Consideration shall be reduced by the amount of the Closing Adjustment.

Closing Adjustment. (i) At the Closing, the cash amount portion of the Purchase Base Price payable to Seller 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 top of the range of the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the bottom of the range of the Target Working Capital; (B) a decrease an increase by the estimated Closing Indebtedness (“amount of Estimated Closing Indebtedness”); and Securities Purchase Agreement 18 Project AcornCash on Hand; (C) a decrease (without duplication) by the outstanding Estimated Closing Indebtedness; and (D) a decrease (without duplication) by the amount of estimated Closing Transaction Expenses (“unpaid Estimated Closing Transaction Expenses”). The net amount after giving effect to the adjustments listed above (and exclusive of the the Akerna Loan which will be deemed repaid in full at Closing pursuant to its terms) shall be the “Closing Date Initial Payment.” (ii) At least three No later than five (35) Business Days before prior to the Closingdate hereof, Seller shall prepare have prepared and deliver delivered to Buyer (A) a statement (the “Closing Statement”) setting forth its Seller’ good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”), Closing Cash on Hand (the “Estimated Closing Cash on Hand”), Closing Indebtedness (the “Estimated Closing Indebtedness”), and Estimated Closing Transaction Expenses, which statement shall contain an estimated balance sheet of the Company Group as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital, Estimated Closing Indebtedness, and Estimated Closing Transaction Expenses (the “Estimated Closing StatementTransaction Expenses”), ) and (B) a certificate of the Chief Financial Officer an officer of Seller certifying that the Estimated Closing Statement was prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Annual Financial Statements for the most recent fiscal year end as if such Estimated Closing Statement was being prepared and audited as of a fiscal year end, as adjusted as set forth on Schedule B. Agreed Accounting Principles. The Estimated Closing Statement shall be accompanied by customary payoff letters, which will include a reasonably detailed explanation and supporting detail customary lien releases, for every item of the calculations thereofEstimated Closing Indebtedness.

Closing Adjustment. At least five (i5) At Business Days prior to the Closing, the cash amount of the Purchase Price Company 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 top of the range of the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the bottom of the range of the Target Working Capital; (B) a decrease by the estimated Closing Indebtedness (“Estimated Closing Indebtedness”); and Securities Purchase Agreement 18 Project Acorn (C) a decrease by the amount of estimated Closing Transaction Expenses (“Estimated Closing Transaction Expenses”). The net amount after giving effect to the adjustments listed above (and exclusive of the the Akerna Loan which will be deemed repaid in full at Closing pursuant to its terms) shall be the “Closing Date Payment.” (ii) At least three (3) Business Days before the Closing, Seller shall prepare and deliver to Buyer Parent a statement setting forth its good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”), Estimated Closing Indebtedness, and Estimated Closing Transaction Expenses, which statement shall contain an estimated balance sheet of the Company Group as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital, Estimated Closing Indebtedness, and Estimated Closing Transaction Expenses Capital (the “Estimated Closing Working Capital Statement”), and a certificate of the Chief Financial Officer of Seller certifying Company that the Estimated Closing Working Capital Statement was prepared in accordance with GAAP applied using the same accounting methodsAgreed Accounting Principles. The Company shall provide Parent with reasonable access to the books and records of the Company, practicesand other Company documents, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used to verify the information set forth in the preparation Estimated Closing Working Capital Statement prior to the Closing Date. The “Closing Adjustment” shall be an amount equal to the amount by which the difference between the Estimated Closing Working Capital and the Target Working Capital exceeds Two Hundred Fifty Thousand Dollars ($250,000). If the Closing Adjustment is a positive number, the Merger Consideration shall be increased by the amount of the Annual Financial Statements for Closing Adjustment. If the most recent fiscal year end as Closing Adjustment is a negative number, the Merger Consideration shall be reduced by the amount of the Closing Adjustment. For example, if such the Estimated Closing Statement was being prepared Working Capital is $10 million and audited the Target Working Capital is $11 million, the Closing Adjustment would be $750,000, and it would reduce the Merger Consideration. If the Estimated Closing Working Capital is $10.5 million and the Target Working Capital is $10 million, the Closing Adjustment would be $250,000, and it would increase the Merger Consideration. In addition, at least two (2) Business Days prior to the Closing, the Company shall deliver to Parent a good faith estimate of (i) the cash and cash equivalents expected to be on hand as of a fiscal year endthe Closing Time determined in accordance with the Agreed Accounting Principles (the “Estimated Cash Balance”), (ii) the expected amount of the Closing Date Indebtedness as adjusted as set forth on Schedule B. The of the Closing Time (the “Estimated Closing Statement shall include Date Indebtedness”), (iii) a reasonably detailed explanation and supporting detail calculation of the calculations thereofMerger Consideration payable at the Closing based on such estimated amounts, and (iv) the amounts to be paid pursuant to Section 2.7. The Company shall provide Parent with reasonable access to the books and records of the Company, and other Company documents, to verify such amounts.

Closing Adjustment. No later than two (2) days prior to the Closing Date, Sellers shall prepare and deliver to Buyer a statement (the “Preliminary Closing Statement”), together with such supporting documentation as is reasonably requested by Buyer, that references and attaches (i) At the Closing, the cash amount an unaudited consolidated balance sheet of the Purchase Price shall be adjusted Company as of the close of business on the last day of the last full calendar month immediately preceding the month in which the following manner: Preliminary Closing Statement is being delivered, and (A) either (1ii) an increase by updated version of the amountClosing Date Payment Schedule, if any, by which setting forth Sellers’ good faith estimate of the Closing Date Net Total Consideration (the “Estimated Closing Date Net Total Consideration”) in sufficient detail to identify on an item-by-item basis the calculation of each item comprising the Estimated Closing Working Capital Date Net Total Consideration (as determined other than the Net Inventory Value, which will be calculated in accordance with Section 2.04(a)(ii2.3), including good faith estimates of (A) is greater than the top of the range of the Target Working Capital, or Closing Cash (2) a decrease by the amount, if any, by which the “Estimated Closing Working Capital is less than the bottom of the range of the Target Working Capital; Cash”), (B) a decrease by the estimated Closing Net Working Capital (“Estimated Closing Net Working Capital”), (C) Closing Indebtedness (“Estimated Closing Indebtedness”); and Securities Purchase Agreement 18 Project Acorn , (CD) a decrease by the amount of estimated Closing Unpaid Company Transaction Expenses (“Estimated Closing Unpaid Company Transaction Expenses”), and (E) the Closing Adjustment. The net amount after giving effect to Sellers shall prepare the adjustments listed above (Preliminary Closing Statement in accordance with the principles and exclusive of methodologies set forth on Schedule 1.1 and the the Akerna Loan which will be deemed repaid in full at Closing pursuant to its terms) shall be the Date Payment Schedule. “Closing Date Payment.” Adjustment” means an amount equal to (ii1) At least three Estimated Closing Cash, plus (2) Estimated Closing Net Working Capital minus (3) Business Days before the Closing, Seller shall prepare and deliver to Buyer a statement setting forth its good faith estimate of Closing Net Working Capital Target, minus (the “Estimated Closing Working Capital”), 4) Estimated Closing Indebtedness, and minus (5) Estimated Closing Unpaid Company Transaction Expenses. If the Closing Adjustment is a positive number, which statement then the Closing Date Net Total Consideration payable on the Closing Date shall contain an estimated balance sheet of be increased by the Company Group as amount of the Closing Adjustment. If the Closing Adjustment is a negative number, then the Closing Date (without giving effect to Net Total Consideration payable on the transactions contemplated herein), a calculation of Estimated Closing Working Capital, Estimated Closing Indebtedness, and Estimated Closing Transaction Expenses (Date shall be reduced by the “Estimated Closing Statement”), and a certificate amount of the Chief Financial Officer of Seller certifying that the Estimated Closing Statement was prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Annual Financial Statements for the most recent fiscal year end as if such Estimated Closing Statement was being prepared and audited as of a fiscal year end, as adjusted as set forth on Schedule B. The Estimated Closing Statement shall include a reasonably detailed explanation and supporting detail of the calculations thereofAdjustment.

Closing Adjustment. (i) At Within 90 days after the ClosingEffective Date, the cash amount of 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 top of the range of the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the bottom of the range of the Target Working Capital; (B) a decrease by the estimated Closing Indebtedness (“Estimated Closing Indebtedness”); and Securities Purchase Agreement 18 Project Acorn (C) a decrease by the amount of estimated Closing Transaction Expenses (“Estimated Closing Transaction Expenses”). The net amount after giving effect to the adjustments listed above (and exclusive of the the Akerna Loan which will be deemed repaid in full at Closing pursuant to its terms) shall be the “Closing Date Payment.” (ii) At least three (3) Business Days before the Closing, Seller Acquiror shall prepare and deliver to Buyer the Principals a statement setting forth its good faith estimate the Acquiror’s calculation of Closing Working Capital (the “Estimated Closing Working Capital”), Estimated Closing Indebtedness, and Estimated Closing Transaction Expenses, which statement shall contain an estimated unaudited balance sheet of the Company Group as of the Closing Effective Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital, Estimated Closing Indebtedness, and Estimated Closing Transaction Expenses Capital (the “Estimated Closing Working Capital Statement”), ) and a certificate of the Chief Financial Officer of Seller certifying the Acquiror that the Estimated Closing Working Capital Statement was prepared in accordance with GAAP IFRS applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Annual Company Financial Statements for the most recent fiscal year end as if such Estimated Closing Working Capital Statement was being prepared and on an audited basis as of a fiscal financial year end. (ii) The post-closing adjustment shall be an amount equal to the Closing Working Capital minus [REDACTED - COMMERCIALLY SENSITIVE] (the “Post-Closing Adjustment”). If the Post-Closing Adjustment is a negative number, as adjusted as set forth on Schedule B. The Estimated Closing Statement the Acquiror shall include a reasonably detailed explanation and supporting detail be entitled to reduce the amount of the calculations thereofConsideration by an amount equal to the Post-Closing Adjustment multiplied by 1.5, which shall be satisfied by the Acquiror not issuing that portion of the Holdback Consideration that is equal to the Post- Closing Adjustment multiplied by 1.5. If the Post-Closing Adjustment is a positive number, all of the Holdback Consideration shall be released to the Company Shareholders in the same manner as the Consideration, and the Consideration shall be increased by an amount equal to the Post-Closing Adjustment, which shall be satisfied by the Acquiror releasing all of the Holdback Consideration and issuing an additional number of Acquiror Shares in an amount equal to the lesser of: (i) the Post- Closing Adjustment; and (ii) $3,000,000. By way of example, and for greater certainty, if the Post-Closing Adjustment is -$100,000, then the Acquiror shall be entitled to reduce the amount of Consideration by - $150,000 worth of Holdback Consideration, or if the Post-Closing Adjustment is $100,000, then the Acquiror shall increase the amount of the Consideration by $100,000 worth of Acquiror Shares. In the event any Holdback Consideration remains after resolution of all Disputed Amounts (as defined below) and any resolution of the Consideration contemplated herein, such remaining Holdback Consideration shall be forthwith issued to the Company Shareholders in the same manner as the Consideration is to be issued pursuant to the Arrangement. (iii) For the purposes of giving effect to the Post-Closing Adjustment, the value of the Holdback Consideration shall be equal to, on a per Acquiror Share basis, a price based on the twenty (20) day volume weighted average trading price of the Acquiror Shares on the TSX as determined on the last trading day immediately preceding the finalization of the Closing Working Capital calculation in accordance with this Section 3.3.

Closing Adjustment. (i) At the Closing, the cash amount of 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 top of the range of the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the bottom of the range of the Target Working Capital; (B) a decrease by the estimated Closing Indebtedness (“Estimated Closing Indebtedness”); and Securities Purchase Agreement 18 Project Acorn (C) a decrease by the amount of estimated Closing Transaction Expenses (“Estimated Closing Transaction Expenses”). The net amount after giving effect to the adjustments listed above (and exclusive of the the Akerna Loan which will be deemed repaid in full at Closing pursuant to its terms) shall be the “Closing Date Payment.” (ii) At least three (3) Business Days before the Closing, Seller shall prepare and deliver to Buyer a statement setting forth its good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”), Estimated Closing Indebtedness, and Estimated Closing Transaction Expenses, which statement shall contain an estimated consolidated balance sheet of Xxxxxxxx and the Company Group as of the Closing Date (without giving effect to the transactions contemplated herein) and a separate statement of the amount of cash in Xxxxxxxx’x and the Company’s bank accounts as of the Closing Date and a description of the dollar amount of each such account (the “Actual Closing Cash”), a calculation of Estimated Closing Working Capital, Estimated Closing Indebtedness, and Estimated Closing Transaction Expenses Capital (the “Estimated Closing Working Capital Statement”), and a certificate of the Chief Financial Officer of Seller certifying that the Estimated Closing Working Capital Statement was prepared in accordance with Exhibit C and GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Annual Financial Statements for the most recent fiscal year end as if such Estimated Closing Working Capital Statement was being prepared and audited as of a fiscal year end. The Actual Closing Cash shall include cash held in Xxxxxxxx’x and the Company’s bank accounts of at least $650,000 (“Required Closing Cash”) (and which, as adjusted as set forth on Schedule B. for great certainty and without duplication, shall be included in the Closing Working Capital). If the Actual Closing Cash is less than the Required Closing Cash at Closing then Seller shall pay to Buyer at Closing an amount equal to the difference between the Required Closing Cash and the Actual Closing Cash (the “Closing Cash Deficiency”). (ii) The “Closing Adjustment” shall be an amount equal to the Estimated Closing Statement Working Capital minus $9,850,000 (the “Target Working Capital”). If the Closing Adjustment is a positive number, the Cash Consideration shall include a reasonably detailed explanation and supporting detail be increased by the amount of the calculations thereofClosing Adjustment. If the Closing Adjustment is a negative number, the Cash Consideration shall be reduced by the amount of the Closing Adjustment.

Closing Adjustment. (i) At the Closing, the cash amount of 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 top of the range of the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the bottom of the range of the Target Working Capital; (B) a decrease by the estimated Closing Indebtedness (“Estimated Closing Indebtedness”); and Securities Purchase Agreement 18 Project Acorn (C) a decrease by the amount of estimated Closing Transaction Expenses (“Estimated Closing Transaction Expenses”). The net amount after giving effect to the adjustments listed above (and exclusive of the the Akerna Loan which will be deemed repaid in full at Closing pursuant to its terms) shall be the “Closing Date Payment.” (ii) At least three (3) Business Days before the Closing, Seller shall the Agent shall, on behalf of the Contributors, prepare and deliver to Buyer Beneficiary a statement setting forth its good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”), Estimated Closing Indebtedness, and Estimated Closing Transaction Expenses, which statement shall contain an estimated balance sheet of the Company Group Finesco and Scomedica as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital, Estimated Closing Indebtedness, and Estimated Closing Transaction Expenses Capital (the “Estimated Closing Working Capital Statement”), and a certificate of the Chief Financial Officer Officers of Seller certifying Finesco and Scomedica that the Estimated Closing Working Capital Statement was prepared in accordance with French GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Annual Financial Statements for Target Working Capital Amount, as shown on Exhibit D attached hereto. (ii) The “Closing Adjustment” shall be an amount equal to the most recent fiscal year end as if such Estimated Closing Statement was being prepared and audited Working Capital compared to a range of €1,100,000 to €1,300,000 target working capital (the “Target Working Capital”) as follows. The calculation of a fiscal year end, as adjusted as the Target Working Capital is set forth on Schedule B. The Exhibit D attached hereto. If the Estimated Closing Statement Working Capital exceeds €1,300,000, the Closing Adjustment will be a positive number equal to Estimated Closing Working Capital minus €1,300,000 and the Initial Contribution Amount shall include a reasonably detailed explanation and supporting detail be increased by the amount of the calculations thereofClosing Adjustment. If the Estimated Closing Working Capital is lower than €1,100,000, the Closing Adjustment will be a negative number equal to the Estimated Closing Working Capital minus €1,100,000 and the Initial Contribution Amount shall be reduced by the amount of the Closing Adjustment. If the Estimated Closing Working Capital is an amount between €1,100,000 and €1,300,000, the Closing Adjustment will be equal to €0. By way of example only, if the Closing Adjustment amount is €100,000, then the Initial Contribution Amount will equal €7,100,000; if the Closing Adjustment amount is negative €100,000, then the Initial Contribution Amount will equal €6,900,000.