Common use of Company Net Working Capital Adjustment Clause in Contracts

Company Net Working Capital Adjustment. (a) Pursuant to Section 5.14, the Company shall deliver a draft of the Company Net Working Capital Certificate to Acquirer not less than 2 Business Days prior to the Closing Date. (b) As soon as practicable, but in any case no later than ninety (90) days after the Closing, Acquirer may object to the Company Net Working Capital calculations included in the Company Net Working Capital Certificate (the “NWC Calculations”) by delivering to the Stockholders’ Agent a certificate (the “Acquirer NWC Certificate”) executed by Acquirer’s Chief Financial Officer setting forth Acquirer’s calculation of the Company Net Working Capital and the amount by which Company Net Working Capital as calculated by Acquirer is less than the Company Net Working Capital set forth in the Company Net Working Capital Certificate. (c) The Stockholders’ Agent may object to the Company Net Working Capital calculations set forth in the Acquirer NWC Certificate by providing written notice of such objection to Acquirer within twenty (20) Business Days after Acquirer’s delivery of the Acquirer NWC Certificate (the “Notice of Objection”). (d) If the Stockholders’ Agent timely provides the Notice of Objection, then the parties shall confer in good faith for a period of up to ten (10) Business Days following Acquirer’s timely receipt of the Notice of Objection, in an attempt to resolve any disagreement and any resolution by them shall be in writing and shall be final and binding. (e) If, after such ten (10) Business Day period, the Stockholders’ Agent and Acquirer cannot resolve any such disagreement, then the parties shall an independent third party auditing firm acceptable to both the Stockholders’ Agent and Acquirer (the “Reviewing Accountant”) to review the NWC Calculations. After review of the NWC Calculations and the Company’s books and records, the Reviewing Accountant shall promptly determine the Company Net Working Capital and such determination shall be final and binding on the parties. (f) If the Company Net Working Capital, as determined pursuant to Section 1.6(b) (in the event there is no Notice of Objection), Section 1.6(d) or Section 1.6(e), as the case may be, is in fact less than the Company Net Working Capital set forth in the Company Net Working Capital Certificate (such difference, the “Negative Adjustment Amount”), then each Converting Holder will indemnify and hold harmless Acquirer without any dispute by the Stockholders’ Agent, for the full amount of: (i) the Negative Adjustment Amount; and (ii) all fees and expenses, if any, of the Reviewing Accountant. (g) If the Company Net Working Capital as determined by the Reviewing Accountant, if applicable, is greater than the Company Net Working Capital as set forth in the Acquirer NWC Certificate, all fees and expenses, if any, of the Reviewing Accountant, will be paid by Acquirer. Acquirer’s right to indemnification pursuant to this Section 1.6 will not be subject to any of the limitations set forth in ARTICLE 8.

Company Net Working Capital Adjustment. (a) Pursuant to Section 5.145.11, the Company shall deliver a draft of the Company Net Working Capital Closing Financial Certificate to Acquirer not less than 2 Business Days the Acquirers Representative prior to the Closing Dateor upon Closing. (b) As soon as practicable, but in any case no later than Within ninety (90) days after the Closing, Acquirer Acquirers Representative may object to the Company Net Working Capital calculations included in calculation of the Company Net Working Capital Certificate Closing Consideration and deliver to the Seller a statement (the “NWC CalculationsAcquiror Closing Financial Statement”) by delivering to the Stockholders’ Agent a certificate (the “Acquirer NWC Certificate”) executed by Acquirer’s Chief Financial Officer setting forth AcquirerAcquirer Representative’s calculation of the Company Net Working Capital Closing Consideration and the amount by which Company Net Working Capital as calculated by Acquirer is less than the Company Net Working Capital each element thereof set forth in the Company Net Working Capital CertificateClosing Financial Certificate (“Acquiror Calculations”), in each case together with supporting documentation, information and calculations and any other relevant information reasonably requested by Seller. (c) The Stockholders’ Agent Seller may object to the Company Net Working Capital calculations set forth in the Acquirer NWC Certificate Representative’s Calculations by providing written notice of such objection to Acquirer the Acquirers Representative within twenty thirty (2030) Business Days days after Acquirerthe Acquirers Representative’s delivery of the Acquirer NWC Certificate Acquiror Closing Financial Statement (the “Notice of Objection”), together with supporting documentation, information and Calculations (the “Seller Calculations”). Any matters not expressly set forth in the Notice of Objection shall be deemed to have been accepted by the Seller. (d) If the Stockholders’ Agent Seller timely provides the Notice of Objection, then Acquirers Representative and the parties Seller shall confer in good faith for a period of up to ten (10) Business Days following AcquirerAcquiror’s timely receipt of the Notice of Objection, Objection in an attempt to resolve any disagreement disputed matter set forth in the Notice of Objection, and any resolution by them shall be in writing and shall be final and bindingbinding on the parties hereto. (e) If, after such the ten (10) Business Day periodperiod set forth in Section 7.3(d), Acquirers Representative and the Stockholders’ Agent and Acquirer Seller cannot resolve any such disagreementmatter set forth in the Notice of Objection, then Acquirers and the parties Seller shall an independent third party engage one of the big four accounting firms in Israel or, if such firm is not able or willing to so act, another auditing firm acceptable to both Acquirers Representative and the Stockholders’ Agent and Acquirer Seller (the “Reviewing Accountant”) to review only the NWC Calculationsmatters in the Notice of Objection that are still disputed by Acquiror Representative and the Seller and the Acquiror Calculations or Seller Calculations to the extent relevant thereto. After such review and a review of the NWC Calculations and the Company’s relevant books and records, the Reviewing Accountant shall promptly (and in any event within twenty (20) days following its engagement) determine the Company Net Working Capital and resolution of such remaining disputed matters, which determination shall be final and binding on the partiesparties hereto, and the Reviewing Accountant shall provide Acquiror Representative and the Seller with a calculation of the Closing Consideration in accordance with such determination. (f) If the Company Net Working Capital, Closing Consideration as finally determined pursuant to Section 1.6(b7.3(b) (in the event there is no Notice of Objection), Section 1.6(d7.3(d) or and/or Section 1.6(e7.3(e), as the case may be, is in fact less than be (the Company Net Working Capital set forth “Final Consideration”) included in the Company Net Working Capital Closing Financial Certificate exceeds the Final Consideration (the amount of such differenceexcess, the “Negative Adjustment AmountFinal Consideration Shortfall”), then each Converting Holder will indemnify the Seller and hold harmless Acquirer without any dispute by Acquirers Representative shall within five (5) Business Days of the Stockholders’ Agent, for Final Consideration being finally determined jointly instruct the full Escrow Agent to pay to Acquirors from the Adjustment Escrow Amount in the Escrow Fund an amount ofequal to: (i) the Negative Adjustment AmountFinal Consideration Shortfall; andplus (ii) all fees fees, costs and expensesexpenses of the Reviewing Accountant to be paid by the Seller pursuant to Section 7.3(h)(ii) or Section 7.3(h)(iii), if any, of the Reviewing Accountant. (g) If the Total Consideration included in the Company Net Working Capital Closing Financial Certificate is less than the Final Consideration (the amount of such difference, the “Final Consideration Surplus”), then Acquirers shall within five (5) Business Days of the Final Consideration being finally determined pay to the Paying Agent an amount in cash equal to the Final Consideration Surplus and instruct the Paying Agent to distribute to Seller the Final Consideration Surplus. (h) The fees, costs and expenses of the Reviewing Accountant shall be paid (i) by Acquirers in the event the difference between the Final Consideration as determined by the Reviewing AccountantAccountant pursuant to Section 7.3(f) and the Acquiror Calculations (such difference, if applicable, the “Acquiror’s Difference”) is greater than the Company Net Working Capital difference between the Final Consideration as set forth in determined by the Acquirer NWC CertificateReviewing Accountant pursuant to Section 7.3(e) and the Seller Calculations (such difference, all fees the “Seller’s Difference”), (ii) by the Seller if the Acquirer’s Difference is less than the Seller’s Difference or (iii) equally by Acquiror on the one hand, and expensesthe Seller on the other hand, if any, of the Reviewing Accountant, will be paid by Acquirer. Acquirer’s right to indemnification pursuant to this Section 1.6 will not be subject to any of Difference is the limitations set forth in ARTICLE 8same as the Seller’s Difference.

Company Net Working Capital Adjustment. (a) Pursuant to Section 5.14, the The Company shall deliver a draft of the Company Net Working Capital Closing Financial Certificate to Acquirer Buyer not less than 2 three (3) Business Days prior to the Closing Date. (b) As soon as practicable, but in any case no later than ninety Within forty-five (9045) days after the Closing, Acquirer Buyer may object to the calculations of the Company Net Working Capital calculations included in the Company Net Working Capital Closing Financial Certificate (the “NWC Financial Calculations”) by delivering to the StockholdersSellers’ Agent Representative a certificate signed by an officer of Buyer (the “Acquirer NWC CertificateBuyer Financial Notice”) executed by Acquirer’s Chief Financial Officer setting forth AcquirerBuyer’s calculation of the Company Net Working Capital and the amount by which Company Net Working Capital as calculated by Acquirer Buyer is more or less than the Company Net Working Capital as set forth in the Company Net Working Capital CertificateClosing Financial Certificate together with supporting documentation, information and calculations. Any Buyer Financial Notice shall be prepared in accordance with GAAP (as consistently applied by the Company) and shall take into account any information not available to the parties at the time the Company Closing Financial Certificate shall have been delivered. (c) The StockholdersSellers’ Agent Representative may object to the Company Net Working Capital calculations Financial Calculations set forth in the Acquirer NWC Certificate Buyer Financial Notice by providing written notice of such objection to Acquirer Buyer, within twenty thirty (2030) Business Days days after AcquirerBuyer’s delivery of the Acquirer NWC Certificate Buyer Financial Notice (the “Notice of Objection” and the “Objection Period”, respectively). Buyer shall provide an auditing firm reasonably acceptable to both the Buyer and Sellers’ Representative (the “Reviewing Accountant”) with a copy of the Notice of Objection and the Buyer Financial Notice within two (2) Business Days of such Notice of Objection. The Sellers’ Representative’s failure to timely provide the Notice of Objection shall be deemed an acceptance by Sellers’ Representative (on behalf of all Sellers) of the Financial Calculations set forth in the Buyer Financial Notice. The Sellers’ Representative and its representatives and agents shall be given reasonable access (including electronic access, to the extent available), at any time prior to the expiry of the Objection Period, during Buyer’s and/or the ’Company’s (as the case may be) normal business hours (or such other times as the parties may agree) to the books and records of the Company, as they may reasonably require, and reasonable access during normal business hours to such personnel or representatives of the Company and Buyer (and such other applicable Subsidiaries) (including but not limited to accountants and the individuals responsible for preparing the Buyer Financial Notice) for the purposes of resolving any disputes or responding to any matters or inquiries raised concerning the Buyer Financial Notice and/or the Financial Calculations as set forth in the Buyer Financial Notice. (d) If the StockholdersSellers’ Agent Representative timely provides the Notice of Objection, then the parties shall confer in good faith for a period of up to ten (10) Business Days following AcquirerBuyer’s timely receipt of the Notice of Objection, in an attempt to resolve any disagreement and any resolution by them shall be in writing and shall be final and binding. (e) If, after such ten (10) Business Day Days period, the StockholdersSellers’ Agent Representative and Acquirer Buyer cannot resolve any such disagreement, then the parties Reviewing Accountant shall an independent third party auditing firm acceptable review only the matters in the Notice of Objection that are still disputed by Buyer and the Sellers’ Representative and the Financial Calculations to both the Stockholders’ Agent and Acquirer (the “Reviewing Accountant”) to review the NWC Calculationsextent relevant thereto. After review of such calculations and other information that the NWC Calculations and the Company’s books and recordsReviewing Accountant in its sole discretion determines is relevant, the Reviewing Accountant shall promptly determine the resolution of such remaining disputed items (and the parties shall instruct the Reviewing Accountant to make such determination within ten (10) days following submission) and a reasonably detailed explanation of the basis for such determination and the Reviewing Accountant shall provide Buyer and the Sellers’ Representative with a calculation of Company Net Working Capital and/or Company Cash in accordance with such determination and such determination and explanation shall be final and binding on the parties. (f) If either the Company Net Working Capital, as finally determined pursuant to this Section 1.6(b) 1.8 (in the event there is no Notice of Objection“Final Net Working Capital”), Section 1.6(d) or Section 1.6(e), as the case may be, is in fact less than (that is, more negative than) the Company Net Working Capital set forth in the Company Financial Closing Certificate (such difference, a “Final Net Working Capital Shortfall”), then each Seller will severally but not jointly, based on such Seller’s Indemnity Pro Rata Share, indemnify and hold harmless Buyer, and Buyer shall have the right to retain from the Post-Closing Adjustment Holdback Amount, a number of shares of Buyer Common Stock (rounded down to the nearest whole number) equal to the Final Net Working Capital Shortfall, if any, based on the Buyer Stock Price Per Share. (g) If the Final Net Working Capital , is more than (that is, more positive than) the Company Net Working Capital set forth in the Company Financial Closing Certificate (such difference, the “Negative Positive Adjustment Amount”), then Buyer shall deliver (or caused to be delivered) to each Converting Holder will indemnify Seller, as soon as reasonably practicable, and hold harmless Acquirer without in any dispute by event within five (5) Business Days, such Seller’s Indemnity Pro Rata Share of the Stockholders’ Agent, for number of shares of Buyer Common Stock (rounded down to the full amount of: (inearest whole number) the Negative equal to such Positive Adjustment Amount; and (ii, based on the Buyer Stock Price Per Share, and cash in lieu of fractional shares of Buyer Common Stock pursuant to Section 1.4(c) all fees and expenses, if any, above. Any such upward or downward adjustment in respect of the Reviewing Accountant. (g) If the Company Final Net Working Capital will be reflected in the calculation of the Post-Closing Adjustment Holdback Amount to be distributed to the Sellers, each in accordance with its respective Non-Founder Seller Pro-Rata Share or Founder Seller Pro-Rata Share, as determined by the Reviewing Accountant, if applicable, is greater than after the Company Net Working Capital as set forth in the Acquirer NWC Certificate, all fees and expenses, if any, of the Reviewing Accountant, will be paid by Acquirer. Acquirer’s right to indemnification Closing pursuant to this Section 1.6 will not be subject to any of the limitations set forth in ARTICLE 8Sections 1.2(b) and (c).

Company Net Working Capital Adjustment. (a) Pursuant to Section 5.145.13, the Company shall deliver a draft of the Company Net Working Capital Closing Financial Certificate to Acquirer not less later than 2 three Business Days prior to the Closing Date. (b) As soon as practicable, but in any case no later than ninety (90) Within 90 days after the Closing, Acquirer may object to the calculation of Company Net Working Capital calculations included in the Company Net Working Capital Closing Financial Certificate (the “NWC Calculations”) by delivering to the StockholdersSecurityholders’ Agent a certificate notice (the “Acquirer NWC CertificateNotice”) executed by Acquirer’s Chief Financial Officer setting forth Acquirer’s calculation of the Company Net Working Capital and the amount by which Company Net Working Capital as calculated by Acquirer is less than differs from Company Net Working Capital as set forth in the Company Closing Financial Certificate, in each case together with supporting documentation, information and calculations (which shall include an itemized list of the elements of Company Net Working Capital). (c) The Securityholders’ Agent may object to the calculation of Company Net Working Capital set forth in the Company Net Working Capital Certificate. (c) The Stockholders’ Agent may object to the Company Net Working Capital calculations set forth in the Acquirer NWC Certificate Notice by providing written notice of such objection to Acquirer within twenty (20) Business Days 20 days after Acquirer’s delivery of the Acquirer NWC Certificate Notice (the “Notice of Objection”), together with supporting documentation, information and calculations. Any matters not expressly set forth in the Notice of Objection shall be deemed to have been accepted by the Securityholders’ Agent on behalf of the Indemnifying Holders. (d) If the StockholdersSecurityholders’ Agent timely provides the Notice of Objection, then Acquirer and the parties Securityholders’ Agent shall confer in good faith for a period of up to ten (10) 10 Business Days following Acquirer’s timely receipt of the Notice of Objection, Objection in an attempt to resolve any disagreement disputed matter set forth in the Notice of Objection, and any resolution by them shall be in writing and shall be final and bindingbinding on the parties hereto and the Indemnifying Holders. (e) If, after such ten (10) the 10 Business Day periodperiod set forth in Section 1.6(d), Acquirer and the StockholdersSecurityholders’ Agent and Acquirer cannot resolve any such disagreementmatter set forth in the Notice of Objection, then Acquirer and the parties Securityholders’ Agent shall an independent third party engage Ernst & Young LLP or, if such firm is not able or willing to so act, another auditing firm reasonably acceptable to both Acquirer and the StockholdersSecurityholders’ Agent and Acquirer (the “Reviewing Accountant”) to review only the matters in the Notice of Objection that are still disputed by Acquirer and the Securityholders’ Agent and the NWC CalculationsCalculations to the extent relevant thereto. After such review and a review of the NWC Calculations and the Company’s relevant books and records, the Reviewing Accountant shall promptly (and in any event within 60 days following its engagement) determine the Company Net Working Capital and resolution of such remaining disputed matters, which determination shall be final and binding on the partiesparties hereto and the Indemnifying Holders, and the Reviewing Accountant shall provide Acquirer and the Securityholders’ Agent with a calculation of Company Net Working Capital in accordance with such determination. (f) If After the Company Net Working Capital, as Capital is finally determined pursuant to Section 1.6(b) (in the event there is no Notice of Objection), Section 1.6(d) or and/or Section 1.6(e), as the case may bebe (the “Final Net Working Capital”), the Merger Consideration shall be recalculated (as so recalculated, the “Final Merger Consideration”) using (I) the amount, if any, by which the Final Net Working Capital is greater than the Closing Net Working Capital Target in fact such calculation instead of the Closing Net Working Capital Surplus or (II) the amount, if any, by which Final Net Working Capital is less than the Company Closing Net Working Capital set forth in Target instead of the Company Closing Net Working Capital Certificate Shortfall. If the Final Merger Consideration is less than the Merger Consideration (such difference, the “Negative Adjustment AmountFinal Shortfall”), then each Converting Holder will the Indemnifying Holders hereby severally but not jointly indemnify and hold harmless Acquirer without any dispute by the StockholdersSecurityholders’ Agent, for the full amount of: : (i) the Negative Adjustment AmountFinal Shortfall; and and (ii) all fees fees, costs and expensesexpenses of the Reviewing Accountant to be paid by the Indemnifying Holders pursuant to Section 1.6(g)(ii) or Section 1.6(g)(iii), if any. If the Final Merger Consideration is greater than the Merger Consideration (such difference, the “Final Surplus”), the Acquirer shall promptly pay to the Indemnifying Holders in accordance with their Pro Rata Shares (i) the Final Surplus and (ii) all fees, costs and expenses of the Reviewing AccountantAccountant to be paid by the Indemnifying Holders pursuant to Section 1.6(g)(ii) or Section 1.6(g)(iii), if any. (g) If The fees, costs and expenses of the Company Reviewing Accountant shall be paid (i) by Acquirer in the event the difference between the Final Net Working Capital as determined by the Reviewing Accountant, if applicable, is greater than Accountant pursuant to Section 1.6(e) and the Company Net Working Capital as NWC Calculations set forth in the Acquirer NWC CertificateNotice (such difference, all fees the “Acquirer’s Difference”) is greater than the difference between the Final Net Working Capital as determined by the Reviewing Accountant pursuant to Section 1.6(e) and expensesthe NWC Calculations set forth in the Notice of Objection (such difference, the “Securityholders’ Agent’s Difference”), (ii) by the Indemnifying Holders if the Acquirer’s Difference is less than the Securityholders’ Agent’s Difference or (iii) equally by Acquirer on the one hand, and the Indemnifying Holders on the other hand, if any, of the Reviewing Accountant, will be paid by Acquirer. ’s Difference is the same as the Securityholders’ Agent’s Difference. (h) Acquirer’s right to indemnification pursuant to this Section 1.6 will not be subject to any of the limitations set forth in ARTICLE 8Article VIII. Any payments made pursuant to this Section 1.6 shall be treated as adjustments to the Merger Consideration for all Tax purposes to the maximum extent permitted under Applicable Law. (i) For clarity, except as set forth in Sections 8.2(a)(iv), (v), (x), and (xiv), the process set forth in this Section 1.6 shall be the exclusive remedy of Parent and the Securityholders’ Agent for disputes related to the NWC Calculations, Acquirer NWC Notice, and Notice of Objection and amounts set forth therein.

Company Net Working Capital Adjustment. (a) Pursuant to Section 5.14, The Company shall have delivered the Company shall deliver a draft of the Company Net Working Capital Closing Financial Certificate to Acquirer not less later than 2 three Business Days prior to the Closing Date. (b) As soon as practicable, but in any case no later than ninety (90) Within 90 days after the Closing, Acquirer may object to the calculation of Company Net Working Capital calculations included in the Company Net Working Capital Closing Financial Certificate (the “NWC Calculations”) by delivering to the StockholdersSecurityholders’ Agent a certificate notice (the “Acquirer NWC CertificateNotice”) executed by Acquirer’s Chief Financial Officer setting forth Acquirer’s calculation of the Company Net Working Capital and the amount by which Company Net Working Capital as calculated by Acquirer is less than Company Net Working Capital as set forth in the Company Closing Financial Certificate, in each case together with supporting documentation, information and calculations. (c) The Securityholders’ Agent may object to the calculation of Company Net Working Capital set forth in the Company Net Working Capital Certificate. (c) The Stockholders’ Agent may object to the Company Net Working Capital calculations set forth in the Acquirer NWC Certificate Notice by providing written notice of such objection to Acquirer within twenty (20) Business Days 30 days after Acquirer’s delivery of the Acquirer NWC Certificate Notice (the “Notice of Objection”), together with supporting documentation, information and calculations. Any matters not expressly set forth in the Notice of Objection shall be deemed to have been accepted by the Securityholders’ Agent on behalf of the Indemnifying Holders. (d) If the StockholdersSecurityholders’ Agent timely provides the Notice of Objection, then Acquirer and the parties Securityholders’ Agent shall confer in good faith for a period of up to ten (10) 10 Business Days following Acquirer’s timely receipt of the Notice of Objection, Objection in an attempt to resolve any disagreement disputed matter set forth in the Notice of Objection, and any resolution by them shall be in writing and shall be final and bindingbinding on the parties hereto and the Indemnifying Holders. (e) If, after such ten (10) the 10 Business Day periodperiod set forth in Section 1.2(d), Acquirer and the StockholdersSecurityholders’ Agent and Acquirer cannot resolve any such disagreementmatter set forth in the Notice of Objection, then Acquirer and the parties Securityholders’ Agent shall an independent third party auditing engage a nationally recognized accounting firm acceptable to both Acquirer and the StockholdersSecurityholders’ Agent and Acquirer (the “Reviewing Accountant”) to review only the matters in the Notice of Objection that are still disputed by Acquirer and the Securityholders’ Agent and the NWC CalculationsCalculations to the extent relevant thereto. After such review and a review of the NWC Calculations and the Company’s relevant books and records, the Reviewing Accountant shall promptly (and in any event within 60 days following its engagement) determine the Company Net Working Capital and resolution of such remaining disputed matters, which determination shall be final and binding on the partiesparties hereto and the Indemnifying Holders, and the Reviewing Accountant shall provide Acquirer and the Securityholders’ Agent with a calculation of Company Net Working Capital in accordance with such determination. (f) If the Company Net Working Capital, as finally determined pursuant to Section 1.6(b) (in the event there is no Notice of Objection1.2(b), Section 1.6(d1.2(d) or and/or Section 1.6(e1.2(e), as the case may bebe (the “Final Net Working Capital”), is in fact less than the Company Net Working Capital as set forth in the Company Net Working Capital Closing Financial Certificate (such difference, the “Negative Adjustment AmountFinal Net Working Capital Shortfall”), then each Converting Holder will the Indemnifying Holders shall severally but not jointly indemnify and hold harmless Acquirer without any dispute by the StockholdersSecurityholders’ Agent, for the full amount of: (i) the Negative Adjustment AmountFinal Net Working Capital Shortfall; and (ii) all fees fees, costs and expenses, if any, expenses of the Reviewing AccountantAccountant to be paid by the Indemnifying Holders pursuant to Section 1.2(g)(ii) or Section 1.2(g)(iii) (the sum of clauses (i) and (ii) of this Section 1.2(f) being, the “Total NWC Adjustment Amount”); provided, however, notwithstanding the foregoing, the Indemnifying Holders shall not have any indemnification obligation to Acquirer pursuant to this Section 1.2(f) unless and until the Total NWC Adjustment Amount equals or exceeds $150,000 (the “NWC Basket”), in which event the Indemnifying Holders’ indemnification obligation to Acquirer pursuant to this Section 1.2(f) shall be the full Total NWC Adjustment Amount (including the amount of such NWC Basket). (g) If The fees, costs and expenses of the Company Reviewing Accountant shall be paid (i) by Acquirer in the event the difference between the Final Net Working Capital as determined by the Reviewing Accountant, if applicable, is greater than Accountant pursuant to Section 1.2(e) and the Company Net Working Capital as NWC Calculations set forth in the Acquirer NWC CertificateNotice (such difference, all fees the “Acquirer’s Difference”) is greater than the difference between the Final Net Working Capital as determined by the Reviewing Accountant pursuant to Section 1.2(e) and expensesthe NWC Calculations set forth in the Notice of Objection (such difference, the “Securityholders’ Agent’s Difference”), (ii) by the Indemnifying Holders if the Acquirer’s Difference is less than the Securityholders’ Agent’s Difference or (iii) equally by Acquirer on the one hand, and the Indemnifying Holders on the other hand, if any, of the Reviewing Accountant, will be paid by Acquirer. ’s Difference is the same as the Securityholders’ Agent’s Difference. (h) Acquirer’s right to indemnification pursuant to this Section 1.6 1.2 will not be subject to any of the limitations set forth in ARTICLE 8Article VII. Any payments made pursuant to this Section 1.2 shall be treated as adjustments to the Adjusted Consideration for all Tax purposes to the maximum extent permitted under Applicable Law. For the avoidance of doubt, any amounts Acquirer recovers from the Escrow Fund pursuant to this Section 1.2 shall not reduce the amount that an Indemnified Person may recover with respect to claims made pursuant to Article VII.

Company Net Working Capital Adjustment. (a) Pursuant to Section 5.146.8, Seller shall deliver the Company shall deliver a draft of the Company Closing Net Working Capital Certificate to Acquirer Buyer not less later than 2 five Business Days prior to the Closing Date. (b) As soon as practicable, but in any case no later than ninety (90) Within 75 days after the Closing, Acquirer Buyer may object to the calculation of Company Net Working Capital calculations included in the Company Closing Net Working Capital Certificate (the “NWC Calculations”) by delivering to the Stockholders’ Agent Seller a certificate notice (the “Acquirer NWC CertificateBuyer Notice”) executed by Acquirer’s Chief Financial Officer setting forth AcquirerBuyer’s calculation of the Company Net Working Capital and the amount by which Company Net Working Capital as calculated by Acquirer Buyer is less than Company Net Working Capital as set forth in the Company Closing Net Working Capital Certificate, in each case together with supporting documentation, information and calculations as is reasonably necessary for Seller to review such calculations. (c) Seller may object to the calculation of Company Net Working Capital set forth in the Company Net Working Capital Certificate. (c) The Stockholders’ Agent may object to the Company Net Working Capital calculations set forth in the Acquirer NWC Certificate Buyer Notice by providing written notice of such objection to Acquirer Buyer within twenty (20) Business Days 30 days after Acquirer’s delivery receipt of the Acquirer NWC Certificate Buyer Notice (the “Notice of Objection”), together with supporting documentation, information and calculations, as is reasonably necessary for Buyer to review such calculations. Any matters not set forth in the Notice of Objection shall be deemed to have been accepted by Seller. (d) If the Stockholders’ Agent Seller timely provides the Notice of Objection, then the parties Buyer and Seller shall confer in good faith for a period of up to ten (10) 10 Business Days following AcquirerBuyer’s timely receipt of the Notice of Objection, Objection in an attempt to resolve any disagreement disputed matter set forth in the Notice of Objection, and any resolution by them shall be in writing and shall be final and bindingbinding on the parties hereto. (e) If, after such ten (10) the 10 Business Day periodperiod set forth in Section 1.4(d), the Stockholders’ Agent Buyer and Acquirer Seller cannot resolve any such disagreementmatter set forth in the Notice of Objection, then the parties Buyer and Seller shall an independent third party engage KPMG LLP or, if such firm is not able or willing to so act, another auditing firm acceptable to both the Stockholders’ Agent Buyer and Acquirer Seller (the “Reviewing Accountant”) to review only the NWC Calculationsmatters in the Notice of Objection that are still disputed by Buyer and Seller and the Calculations to the extent relevant thereto. After such review and a review of the NWC Calculations and the Company’s relevant books and records, the Reviewing Accountant shall promptly (and in any event within 60 days following its engagement) determine in writing the Company Net Working Capital and resolution of such remaining disputed matters, which written determination shall be final and binding on the partiesparties hereto, and the Reviewing Accountant shall provide Buyer and Seller with a calculation of Company Net Working Capital in accordance with such determination. (f) If the Final Net Working Capital differs from the Company Net Working Capital, as determined pursuant then the adjustment to Section 1.6(b) (in the event there is no Notice of Objection), Section 1.6(d) or Section 1.6(e), as Purchase Price that would have been made at Closing if the case may be, is in fact less than the Company Final Net Working Capital set forth in the Company Net Working Capital Certificate (such difference, the “Negative Adjustment Amount”), then each Converting Holder will indemnify and hold harmless Acquirer without any dispute by the Stockholders’ Agent, for the full amount of: (i) the Negative Adjustment Amount; and (ii) all fees and expenseshad been used, if any, of shall be calculated and Seller or Buyer, as applicable, shall deliver to the Reviewing Accountant.other the difference between the adjustment that was made and the adjustment that would have been made if the Final Net Working Capital amount had been used.. (g) If The fees, costs and expenses of the Company Reviewing Accountant shall be paid (i) by Buyer in the event the difference between the Final Net Working Capital as determined by the Reviewing AccountantAccountant pursuant to Section 1.4(e) and the Calculations set forth in the Buyer Notice (such difference, if applicable, the “Buyer’s Difference”) is greater than the Company difference between the Final Net Working Capital as determined by the Reviewing Accountant pursuant to Section 1.4(e) and the Calculations set forth in the Acquirer NWC CertificateNotice of Objection (such difference, all fees the “Seller’s Difference”), (ii) by Seller if the Buyer’s Difference is less than the Seller’s Difference or (iii) equally by Buyer on the one hand, and expensesSeller on the other hand, if anythe Buyer’s Difference is the same as Seller’s Difference. (h) To the extent that the Seller has an obligation to deliver amounts to Buyer pursuant to this Section 1.4, Buyer shall first satisfy such obligation through a reduction in the principal amount of the Reviewing Accountant, will be paid by AcquirerNote. AcquirerBuyer’s right to indemnification pursuant to this Section 1.6 1.4 will not be subject to any of the limitations set forth in ARTICLE 8Article IX. Any payments made pursuant to this Section 1.4 shall be treated as adjustments to the Purchase Price for all Tax purposes to the maximum extent permitted under Applicable Law.

Company Net Working Capital Adjustment. (a) Pursuant to Section 5.145.13, the Company shall deliver a draft of the Company Net Working Capital Closing Financial Certificate to Acquirer not less later than 2 three Business Days prior to the Closing Date. (b) As soon as practicable, but in any case no later than ninety (90) Within 90 days after the Closing, Acquirer may object to the calculation of Company Debt or Company Net Working Capital calculations included in the Company Net Working Capital Closing Financial Certificate (collectively, the “NWC Calculations”) by delivering to the StockholdersHolders’ Agent a certificate notice (the “Acquirer NWC CertificateNotice”) executed by Acquirer’s Chief Financial Officer setting forth Acquirer’s calculation of the Company Debt and Company Net Working Capital and the amount by which Company Debt or Company Net Working Capital as calculated by Acquirer is more or less than Company Debt or Company Net Working Capital as set forth in the Company Closing Financial Certificate (the “Closing Company Debt” and the “Closing Company Net Working Capital”, respectively), in each case together with supporting documentation, information and calculations. As it pertains to the calculation of Company Net Working Capital, Acquirer shall be deemed to have accepted the calculation of Company Net Working Capital set forth on the Closing Financial Certificate unless Acquirer delivers an Acquirer NWC Notice specifying any objection thereto within 90 days after the Closing. (c) The Holders’ Agent may object to the calculation of Company Debt or Company Net Working Capital set forth in the Company Net Working Capital Certificate. (c) The Stockholders’ Agent may object to the Company Net Working Capital calculations set forth in the Acquirer NWC Certificate Notice by providing written notice of such objection to Acquirer within twenty (20) Business Days 30 days after Acquirer’s delivery of the Acquirer NWC Certificate Notice (the “Notice of Objection”), together with supporting documentation, information and calculations. Any matters not expressly set forth in the Notice of Objection shall be deemed to have been accepted by the Holders’ Agent on behalf of the Converting Securityholders. (d) If the StockholdersHolders’ Agent timely provides the Notice of Objection, then Acquirer and the parties Holders’ Agent shall confer in good faith for a period of up to ten (10) 10 Business Days following Acquirer’s timely receipt of the Notice of Objection, Objection in an attempt to resolve any disagreement disputed matter set forth in the Notice of Objection, and any resolution by them shall be in writing and shall be final and bindingbinding on the parties hereto and the Converting Securityholders. (e) If, after such ten (10) the 10 Business Day periodperiod set forth in Section 1.6(d), Acquirer and the StockholdersHolders’ Agent and Acquirer cannot resolve any such disagreementmatter set forth in the Notice of Objection, then Acquirer and the parties Holders’ Agent shall an independent third party engage a nationally recognized auditing firm not used by either Acquirer or the Company and reasonably acceptable to both Acquirer and the StockholdersHolders’ Agent and Acquirer (the “Reviewing Accountant”) to review only the matters in the Notice of Objection that are still disputed by Acquirer and the Holders’ Agent and the NWC CalculationsCalculations to the extent relevant thereto. After such review and a review of the NWC Calculations and the Company’s relevant books and records, the Reviewing Accountant shall promptly (and in any event within 60 days following its engagement) determine the Company Net Working Capital and resolution of such remaining disputed matters, which determination shall be final and binding on the partiesparties hereto and the Converting Securityholders, and the Reviewing Accountant shall provide Acquirer and the Holders’ Agent with a calculation of Company Debt and Company Net Working Capital in accordance with such determination. (f) If the amount equal to (i) the Company Net Working Capital, Capital as of the Closing as finally determined pursuant to Section 1.6(b) (in the event there is no Notice of Objection), Section 1.6(d) or and/or Section 1.6(e), as the case may bebe (the “Final Net Working Capital”), less the Company Debt as of the Closing as finally determined pursuant to Section 1.6(b), Section 1.6(d) and/or Section 1.6(e), as the case may be (the “Final Company Debt”) is in fact less than the amount equal to (ii) the Closing Company Net Working Capital set forth in Capital, less the Closing Company Net Working Capital Certificate Debt (such difference, the “Negative Adjustment AmountFinal Net Working Capital Shortfall”), then each the Converting Holder will Securityholders shall severally but not jointly in accordance with their respective Pro Rata Shares indemnify and hold harmless Acquirer without any dispute by the StockholdersHolders’ Agent, for the full amount of: (i) the Negative Adjustment AmountFinal Net Working Capital Shortfall; and (ii) all fees fees, costs and expensesexpenses of the Reviewing Accountant to be paid by the Converting Securityholders pursuant to Section 1.6(g)(ii) or Section 1.6(g)(iii), if any. Any Final Net Working Capital Shortfall shall first be recovered from the Holdback Stock Consideration (based on the Average Stock Price) and, thereafter, from the Converting Securityholders in accordance with the foregoing; provided, that, the total liability of a Converting Securityholder for any Final Net Working Capital Shortfall, taken together with the aggregate liability for Indemnifiable Damages pursuant to Article VIII, shall be limited to the cash value (based on the Average Stock Price) of the Reviewing Accountantaggregate amount of shares of Acquirer Common Stock issued to such Converting Securityholder pursuant to Section 1.3(a) (assuming, for these purposes, that all shares in the Holdback Shares Fund have been released and issued to the Converting Securityholders); provided, that, any portion of such amount in excess of the Holdback Stock Consideration may be satisfied, at the election of each Converting Securityholder, in cash or shares of Acquirer Common Stock (based on the Average Stock Price), or any combination thereof. (g) If The fees, costs and expenses of the Reviewing Accountant shall be paid (i) by Acquirer in the event the difference between the Final Company Debt and Final Net Working Capital as determined by the Reviewing Accountant, if applicable, is greater than Accountant pursuant to Section 1.6(e) and the Company Net Working Capital as NWC Calculations set forth in the Acquirer NWC CertificateNotice (such difference, all fees the “Acquirer’s Difference”) is greater than the difference between the Final Company Debt and expenses, if any, of Final Net Working Capital as determined by the Reviewing Accountant, will be paid by Acquirer. Acquirer’s right to indemnification Accountant pursuant to this Section 1.6 will not be subject to any of 1.6(e) and the limitations NWC Calculations set forth in ARTICLE 8the Notice of Objection (such difference, the “Holders’ Agent’s Difference”), (ii) by the Converting Securityholders if the Acquirer’s Difference is less than the Securityholders’ Agent’s Difference or (iii) equally by Acquirer on the one hand, and the Converting Securityholders on the other hand, if the Acquirer’s Difference is the same as the Holders’ Agent’s Difference.

Company Net Working Capital Adjustment. (a) Pursuant to Section 5.14, the Company shall deliver a draft of the Company Net Working Capital Certificate to Acquirer not less Not later than 2 three (3) Business Days prior to the Closing Date, the Company shall deliver to Acquirer a certificate (the “Company Closing Financial Certificate”), in form and substance reasonably satisfactory to Acquirer, executed by an authorized officer of the Company and setting forth in reasonable detail the Company’s good faith estimates of: (i) the amount of Closing Cash (the “Estimated Closing Cash”); (ii) the amount of Closing Debt (the “Estimated Closing Debt”); (iii) the amount of Transaction Expenses (the “Estimated Transaction Expenses”); (iv) the amount of Company Net Working Capital (the “Estimated Company Net Working Capital”); and (v) the amount of Closing Cash Consideration determined on the basis of the foregoing amounts and such other amounts included in the definition of Closing Cash Consideration. (b) As soon as practicable, but in any case no later than ninety (90) Within 90 days after the Closing, Acquirer may object shall deliver to the Securityholder Agent a certificate executed by an authorized officer of Acquirer and setting forth in reasonable detail Acquirer’s good faith calculation of (i) the amount of Closing Cash, (ii) the amount of Closing Debt, (iii) the amount of Transaction Expenses, (iv) the amount of Company Net Working Capital calculations Capital, , and (v) the amount of Adjusted Closing Cash Consideration determined on the basis of the foregoing amounts and such other amounts included in the Company Net Working Capital Certificate definition of Adjusted Closing Cash Consideration (the “NWC Adjustment Calculations”) by delivering to the Stockholders’ Agent a certificate (,” and such certificate, the “Acquirer NWC CertificateAdjustment Notice”) executed by Acquirer’s Chief Financial Officer setting forth Acquirer’s calculation of the Company Net Working Capital ), in each case together with supporting documentation, information and the amount by which Company Net Working Capital as calculated by Acquirer is less than the Company Net Working Capital set forth in the Company Net Working Capital Certificatecalculations therefor. (c) The Stockholders’ Securityholder Agent may object object, in whole or in part, to the Company Net Working Capital calculations Adjustment Calculations set forth in the Acquirer NWC Certificate Adjustment Notice by providing written notice of such objection to Acquirer within twenty thirty (2030) Business Days days after Acquirer’s delivery of the Acquirer NWC Certificate Adjustment Notice (the “Notice of Objection”), which Notice of Objection shall set forth in reasonable detail the particulars of such objection together with supporting documentation, information and calculations therefor. Any matters not expressly set forth in the Notice of Objection shall be deemed to have been accepted by the Securityholder Agent on behalf of the Sellers. If the Securityholder Agent fails to timely deliver the Notice of Objection, then the Securityholder Agent shall be deemed to have accepted in full the Adjustment Calculations as prepared by Acquirer and set forth in the Adjustment Notice, and such Adjustment Calculations shall become final and binding on the parties hereto and the Sellers as of 11:59 p.m. Eastern Time on such thirtieth (30th) day. (d) If the Stockholders’ Securityholder Agent timely provides the Notice of Objection, then Acquirer and the parties Securityholder Agent shall confer in good faith for a period of up to ten (10) Business Days following Acquirer’s timely receipt of the Notice of Objection, Objection in an attempt to resolve any disagreement disputed matter set forth in the Notice of Objection, and any resolution by them shall be set forth in writing and shall be final and bindingbinding on the parties hereto and the Sellers. (e) If, after such ten (10) the 10 Business Day periodperiod set forth in Section 1.7(d), Acquirer and the Stockholders’ Securityholder Agent and Acquirer cannot resolve any such disagreementmatter set forth in the Notice of Objection, then Acquirer and the parties Securityholder Agent shall an independent third party engage Ernst & Young or, if such firm is not able or willing to so act, another nationally recognized auditing firm acceptable to both Acquirer and the Stockholders’ Securityholder Agent and Acquirer (the “Reviewing Accountant”) to review only the NWC Calculationsmatters in the Notice of Objection that are still disputed by Acquirer and the Securityholder Agent and the Adjustment Calculations to the extent relevant thereto. After such review and a review of the NWC Calculations and the Company’s relevant books and records, the Reviewing Accountant shall promptly (and in any event within sixty (60) days following its engagement) determine the Company Net Working Capital and resolution of such remaining disputed matters, which determination shall be final and binding on the partiesparties hereto and the Sellers, and the Reviewing Accountant shall provide Acquirer and the Securityholder Agent with a calculation of the Adjusted Closing Cash Consideration in accordance with such determination. The Reviewing Accountant’s determination shall be based upon and consistent with the terms and conditions of this Agreement, including the definitions of Closing Cash, Closing Debt, Transaction Expenses, Company Net Working Capital, and Adjusted Closing Cash Consideration. (f) If To the Company Net Working Capital, extent that (i) the Adjusted Closing Cash Consideration as finally determined pursuant to this Section 1.6(b) (in the event there 1.7 is no Notice of Objection), Section 1.6(d) or Section 1.6(e), as the case may be, is in fact less than the Company Net Working Capital set forth in the Company Net Working Capital Certificate Closing Cash Consideration (such difference, expressed as a positive number, the “Negative Adjustment Shortfall Amount”), and such Shortfall Amount exceeds the Adjustment Holdback Amount, then each Converting Holder will indemnify Acquirer and hold harmless the Securityholder Agent shall Release from Indemnity to Acquirer without that number of Acquirer ADSs that have an aggregate value, based on the volume weighted average price of an Acquirer ADS on the Nasdaq Global Market in the 30 trading days prior to such final determination of the Adjusted Closing Cash Consideration equal to the Shortfall Amount less the Adjustment Holdback Amount (it being understood that, notwithstanding anything to the contrary contained herein, the Indemnity Fund shall be the sole source of recovery for any dispute by payment required to be made pursuant to this Section 1.7(f)(i)) or (ii) the Stockholders’ Adjusted Closing Cash Consideration as finally determined pursuant to this Section 1.7 is greater than the Closing Cash Consideration (such amount, expressed as a positive number, the “Surplus Amount”) then Acquirer shall promptly (and in any event within three (3) Business Days following final determination of the Adjusted Closing Cash Consideration) pay to the Paying Agent, for further distribution to the full Sellers in accordance with Section 1.4(b), Section 1.4(d)(i) and Section 1.4(e), an amount of: in cash equal to the Surplus Amount. In addition, (ix) if there is a Shortfall Amount and such Shortfall Amount is less than the Adjustment Holdback Amount, or (y) if there is no Shortfall Amount, then in each case (x) and (y), the Acquirer shall promptly and in any event within three (3) Business Days following final determination of the Adjusted Closing Cash Consideration, pay to the Paying Agent for further distribution to the Sellers in accordance with Section 1.4(b), Section 1.4(d)(i) and Section 1.4(e) an amount in cash equal to (A) the Negative Adjustment Holdback Amount minus (B) such Shortfall Amount; and (ii) all fees and expenses, if anythere is a Shortfall Amount, of the Reviewing Accountantor zero, if there is no Shortfall Amount. (g) If The fees, costs and expenses of the Company Net Working Capital Reviewing Accountant shall be allocated between the Securityholder Agent (on behalf of the Sellers), on the one hand, and Acquirer, on the other hand, in the same proportion that the aggregate amount of the disputed items submitted to the Reviewing Accountant that is unsuccessfully disputed by each such party (as finally determined by the Reviewing Accountant) bears to the total amount of such disputed items so submitted. (h) For purposes of giving effect to the terms set forth in this Section 1.7, if applicableduring the period from Acquirer’s delivery of the Adjustment Notice until final determination of the Adjusted Closing Cash Purchase Price, is greater than notwithstanding anything herein to the Company Net Working Capital as contrary, Acquirer shall make available to the Securityholder Agent and its representatives copies of all information, records, data, working papers (including those working papers of its accountants, subject to such accountants’ policies with respect thereto), supporting schedules, calculations and other documentation, in each case, to the extent relating to Acquirer’s calculation of the amounts set forth in the Acquirer NWC CertificateAdjustment Notice, all fees and expenses, if any, shall permit reasonable access to Acquirer’s senior finance personnel and accountants involved in the preparation of the Reviewing AccountantAdjustment Notice, will in each case, on a timely basis and as may be paid by Acquirer. Acquirer’s right to indemnification pursuant to this Section 1.6 will not be subject to any reasonably required in connection with the review of the limitations set forth Adjustment Notice or the amounts reflected therein; provided that such access shall be conducted in ARTICLE 8a manner that does not interfere with the normal business operations of Acquirer.

Company Net Working Capital Adjustment. (a) Pursuant to Section 5.14, the The Company or Holdco shall deliver a draft of the proposed Company Net Working Capital Closing Financials Certificate to Acquirer (with a copy to the Stockholders’ Agent) not less than 2 three (3) Business Days prior to the Closing DateDate in form and substance reasonably satisfactory to Acquirer. (b) As soon as practicable, but in any case no later than Within ninety (90) days after the Closing, Acquirer may object to the Company Net Working Capital calculations included in the Company Net Working Capital Certificate (the “NWC Calculations”) by delivering shall prepare and deliver to the Stockholders’ Agent a certificate (the “Acquirer NWC Certificate”) executed by Acquirer’s Chief Financial Officer a duly authorized officer of Acquirer setting forth Acquirer’s calculation of the Company Net Working Capital. Acquirer’s failure to timely provide the Acquirer NWC Certificate shall be deemed an acceptance by Acquirer of the Company Net Working Capital calculations set forth in the Company Closing Financials Certificate, without prejudice to the Stockholders’ Agent’s right to require that Acquirer deliver the Acquirer NWC Certificate and effectuate an adjustment pursuant to Section 1.12(h). (c) The Stockholders’ Agent and its representatives and agents shall be given all such reasonable access (including electronic access, to the extent available) during Acquirer’s normal business hours (or such other times as the parties may agree) as they may reasonably require to the books and records of the Company and the amount by which Final Surviving Entity, and reasonable access during Acquirer’s normal business hours to such personnel or representatives of the Company and Acquirer (including but not limited to accountants and the individuals responsible for preparing the Acquirer NWC Certificate) for the purposes of resolving any disputes or responding to any matters or inquiries raised concerning the Acquirer NWC Certificate and/or the calculation of the Company Net Working Capital as calculated by Acquirer is less than the Company Net Working Capital set forth in the Company Net Working Capital Acquirer NWC Certificate. (cd) The Stockholders’ Agent may object to the Company Net Working Capital calculations set forth in the Acquirer NWC Certificate by providing written notice of such objection to Acquirer (with a copy to the Escrow Agent) within twenty thirty (2030) Business Days after Acquirer’s delivery of the Acquirer NWC Certificate (the “Notice of Objection”). (d) If the Stockholders’ Agent timely provides the Notice of Objection, then the parties shall confer in good faith for a period of up to ten (10) Business Days following Acquirer’s timely receipt of the Notice of Objection, in an attempt to resolve any disagreement and any resolution by them shall be in writing and shall be final and binding. (e) If, after such ten (10) Business Day period, the Stockholders’ Agent and Acquirer cannot resolve any such disagreement, then the parties shall an independent third party auditing firm acceptable to both the Stockholders’ Agent and Acquirer (the “Reviewing Accountant”) to review the NWC Calculations. After review of the NWC Calculations and the Company’s books and records, the Reviewing Accountant shall promptly determine the Company Net Working Capital and such determination shall be final and binding on the parties. (f) If the Company Net Working Capital, as determined pursuant to Section 1.6(b) (in the event there is no Notice of Objection), Section 1.6(d) or Section 1.6(e), as the case may be, is in fact less than the Company Net Working Capital set forth in the Company Net Working Capital Certificate (such difference, the “Negative Adjustment Amount”), then each Converting Holder will indemnify and hold harmless Acquirer without any dispute by the Stockholders’ Agent, for the full amount of: (i) the Negative Adjustment Amount; and (ii) all fees and expenses, if any, of the Reviewing Accountant. (g) If the Company Net Working Capital as determined by the Reviewing Accountant, if applicable, is greater than the Company Net Working Capital as set forth in the Acquirer NWC Certificate, all fees and expenses, if any, of the Reviewing Accountant, will be paid by Acquirer. Acquirer’s right to indemnification pursuant to this Section 1.6 will not be subject to any of the limitations set forth in ARTICLE 8.

Company Net Working Capital Adjustment. (a) Pursuant to Section 5.145.13, the Company shall deliver a draft of the Company Net Working Capital Certificate Closing Financial Statement to Acquirer not less later than 2 three Business Days prior to the Closing Date. (b) As soon as practicable, but in any case no later than ninety (90) Within 90 days after the Closing, Acquirer may object to the calculation of Company Net Working Capital calculations included in the Company Net Working Capital Certificate Closing Financial Statement (the “NWC Calculations”) by delivering to the Stockholders’ Agent a certificate notice (the “Acquirer NWC CertificateNotice”) executed by Acquirer’s Chief Financial Officer setting forth Acquirer’s calculation of the Company Net Working Capital and the amount by which Company Net Working Capital as calculated by Acquirer is less than the Company Net Working Capital as set forth in the Company Net Working Capital CertificateClosing Financial Statement, in each case together with supporting documentation, information and calculations. (c) The Stockholders’ Agent may object to the calculation of Company Net Working Capital calculations set forth in the Acquirer NWC Certificate Notice by providing written notice of such objection to Acquirer within twenty (20) Business Days 20 days after Acquirer’s delivery of the Acquirer NWC Certificate Notice (the “Notice of Objection”), together with supporting documentation, information and calculations. Any matters not expressly set forth in the Notice of Objection shall be deemed to have been accepted by the Stockholders’ Agent on behalf of the Converting Holders. (d) If the Stockholders’ Agent timely provides the Notice of Objection, then Acquirer and the parties Stockholders’ Agent shall confer in good faith for a period of up to ten (10) 10 Business Days following Acquirer’s timely receipt of the Notice of Objection, Objection in an attempt to resolve any disagreement disputed matter set forth in the Notice of Objection, and any resolution by them shall be in writing and shall be final and bindingbinding on the parties hereto and the Converting Holders. (e) If, after such ten (10) the 10 Business Day periodperiod set forth in Section 1.6(d), Acquirer and the Stockholders’ Agent and Acquirer cannot resolve any such disagreementmatter set forth in the Notice of Objection, then Acquirer and the parties Stockholders’ Agent shall an independent third party engage KPMG LLP or, if such firm is not able or willing to so act, another auditing firm acceptable to both Acquirer and the Stockholders’ Agent and Acquirer (the “Reviewing Accountant”) to review only the matters in the Notice of Objection that are still disputed by Acquirer and the Stockholders’ Agent and the NWC CalculationsCalculations to the extent relevant thereto. After such review and a review of the NWC Calculations and the Company’s relevant books and records, the Reviewing Accountant shall promptly (and in any even within 60 days following its engagement) determine the Company Net Working Capital and resolution of such remaining disputed matters, which determination shall be final and binding on the partiesparties hereto and the Converting Holders, and the Reviewing Accountant shall provide Acquirer and the Stockholders’ Agent with a calculation of Company Net Working Capital in accordance with such determination. (f) If the sum of (x) Company Net Working Capital, Capital as finally determined pursuant to Section 1.6(b) (in the event there is no Notice of Objection), Section 1.6(d) or and/or Section 1.6(e), as the case may bebe (the “Final Net Working Capital”), plus (y) the Closing Net Working Capital Shortfall, if any, is in fact less than the Company Closing Net Working Capital set forth in the Company Net Working Capital Certificate Target (such difference, the “Negative Adjustment AmountFinal Net Working Capital Shortfall”), then each the Converting Holder will Holders shall severally but not jointly indemnify and hold harmless Acquirer without any dispute by the Stockholders’ Agent, for the full amount of: (i) the Negative Adjustment AmountFinal Net Working Capital Shortfall; and (ii) all fees fees, costs and expensesexpenses of the Reviewing Accountant to be paid by the Converting Holders pursuant to Section 1.6(g)(ii) or Section 1.6(g)(iii), if any, of the Reviewing Accountant. (g) If The fees, costs and expenses of the Company Reviewing Accountant shall be paid by (i) Acquirer in the event the difference between the Final Net Working Capital as determined by the Reviewing Accountant, if applicable, is greater than Accountant pursuant to Section 1.6(e) and the Company Net Working Capital as NWC Calculations set forth in the Acquirer NWC CertificateNotice (such difference, all fees the “Acquirer’s Difference”) is greater than the difference between the Final Net Working Capital as determined by the Reviewing Accountant pursuant to Section 1.6(e) and expensesthe NWC Calculations set forth in the Notice of Objection (such difference, the “Stockholders’ Agent’s Difference”), (ii) by the Converting Holders if the Acquirer’s Difference is less than the Stockholders’ Agent’s Difference or (iii) equally by Acquirer on the one hand, and the Converting Holders on the other hand, if anythe Acquirer’s Difference is the same as the Stockholders’ Agent’s Difference. (h) To the extent that the Converting Holders have an obligation to indemnify Acquirer pursuant to this Section 1.6 and there is an amount of cash and/or a number shares of Acquirer Common Stock in the Escrow Fund, Acquirer shall, in satisfaction of such indemnification obligation, cause the Reviewing Accountant, will be paid by AcquirerEscrow Agent to return to Acquirer an amount in cash and/or a number of shares of Acquirer Common Stock having an aggregate value (based on the Acquirer Stock Price) equal to the aggregate amount of such indemnification obligation. Acquirer’s right to indemnification pursuant to this Section 1.6 will not be subject to any of the limitations set forth in ARTICLE 8Article VIII. Any payments made pursuant to this Section 1.6 shall be treated as adjustments to the Merger Consideration for all Tax purposes to the maximum extent permitted under Applicable Law.

Company Net Working Capital Adjustment. (a) Pursuant to Section 5.14, the Company shall deliver a draft of the Company Net Working Capital Certificate to Acquirer not less than 2 Business Days prior to Within 120 days after the Closing Date. (b) As soon as practicable, but in any case no later than ninety (90) days after the Closing, Acquirer may object to the Company Net Working Capital calculations included in the Company Net Working Capital Certificate (the “NWC Calculations”) by delivering shall deliver to the Stockholders’ Agent a certificate statement (the “Acquirer NWC CertificateClosing Statement”) executed by Acquirer’s Chief Financial Officer setting forth Acquirer’s good faith calculation as of the Closing Date and immediately prior to the Closing of (i) the Company Net Working Capital and Capital, (ii) the amount by which of Company Net Working Capital as calculated by Debt, (iii) the amount of Company Cash and (iv) the amount of Transaction Expenses. Acquirer is less than shall provide the Company Net Working Capital set forth Stockholders’ Agent and its representatives reasonable access upon reasonable notice to the records, properties, personnel and (subject to the execution of customary work paper access letters if requested) auditors relating to the preparation of the Acquirer Closing Statement and shall cause its personnel to reasonably cooperate with the Stockholders’ Agent in connection with its review of the Company Net Working Capital CertificateAcquirer Closing Statement. (cb) The Stockholders’ Agent shall have 30 days within which to review the Acquirer Closing Statement after Acquirer’s delivery thereof. The Stockholders’ Agent may object to the Company Net Working Capital calculations any calculation set forth in the Acquirer NWC Certificate Closing Statement by providing written notice of such objection to Acquirer within twenty (20) Business Days 30 days after Acquirer’s delivery of the Acquirer NWC Certificate Closing Statement (the “Notice of Objection”), together with the basis of its objection in reasonable detail and any supporting documentation, information and calculations. If a Notice of Objection is not provided within such 30-day period, the Acquirer Closing Statement (and each of the calculations set forth therein) shall be deemed final. (dc) If the Stockholders’ Agent timely provides the Notice of Objection, then Acquirer and the parties Stockholders’ Agent shall confer in good faith for a period of up to ten (10) Business Days 30 days following Acquirer’s timely receipt of the Notice of Objection, Objection in an attempt to resolve any disagreement disputed matter set forth in the Notice of Objection, and any resolution by them shall be in writing and shall be final and bindingbinding on the parties hereto and the Indemnifying Parties. (ed) If, after such ten (10) Business Day periodthe 30-day period set forth in Section 1.7(c), Acquirer and the Stockholders’ Agent and Acquirer cannot resolve any such disagreementmatter set forth in the Notice of Objection, then Acquirer and the parties Stockholders’ Agent shall an engage one of the “big four” independent third party auditing certified public accounting firm acceptable to both Acquirer and the Stockholders’ Agent or, if such firm is not able or willing to so act, another auditing firm reasonably acceptable to both Acquirer and Acquirer the Stockholders’ Agent (the “Reviewing Accountant”) to review only the NWC Calculationsmatters in the Notice of Objection that are still disputed by Xxxxxxxx and the Stockholders’ Agent and any calculations to the extent relevant thereto. After such review and a review of the NWC Calculations and the Company’s relevant books and records, the Reviewing Accountant shall promptly (and in any event within 45 days following its engagement) determine the Company Net Working Capital and resolution of such remaining disputed matters, which determination shall (absent fraud or manifest error) be final and binding on the partiesparties hereto and the Indemnifying Parties. (e) If the Aggregate Consideration as finally determined pursuant to Section 1.7(b), Section 1.7(c) and/or Section 1.7(d), as the case may be (the “Final Aggregate Consideration”), is less than the Aggregate Consideration that was calculated in accordance with the Company Closing Financial Certificate (such difference, the “Aggregate Consideration Shortfall”), the Aggregate Consideration Shortfall shall be recovered by Acquirer from the Holdback Fund in accordance with Article VIII. (f) If the Company Net Working Capital, as determined pursuant to Section 1.6(b) (in the event there Final Aggregate Consideration is no Notice of Objection), Section 1.6(d) or Section 1.6(e), as the case may be, is in fact less greater than the Company Net Working Capital set forth Aggregate Consideration that was calculated in accordance with the Company Net Working Capital Closing Financial Certificate (such difference, the “Negative Adjustment AmountAggregate Consideration Surplus”), then each Converting Holder will indemnify the Aggregate Consideration Surplus shall be deemed to be added to the Aggregate Consideration and hold harmless as promptly as practicable thereafter, (i) an amount of cash equal to the Aggregate Consideration Surplus multiplied by the Cash Percentage shall be wired to the Paying Agent for further distribution to the Company Series A Stockholders in accordance with their Cash Pro Rata Share, rounded down to the nearest cent and (ii) an amount of shares equal to the Aggregate Consideration Surplus multiplied by the Stock Percentage divided by the Acquirer without any dispute by Stock Price shall be issued to the Company Series A Stockholders (valued at the Acquirer Stock Price) in accordance with their Stock Pro Rata Share, rounded down to the nearest whole share. The fees, costs and expenses of the Reviewing Accountant shall be allocated between the Stockholders’ Agent, for the full amount of: Agent (i) the Negative Adjustment Amount; and (ii) all fees and expenses, if any, on behalf of the Indemnifying Parties), on the one hand, and Acquirer, on the other hand, in the same proportion that the aggregate amount of the disputed items submitted to the Reviewing Accountant. Accountant that is unsuccessfully disputed by each such party (g) If the Company Net Working Capital as finally determined by the Reviewing Accountant, if applicable, is greater than ) bears to the Company Net Working Capital as set forth in the Acquirer NWC Certificate, all fees and expenses, if any, total amount of the Reviewing Accountant, will be paid by Acquirer. Acquirer’s right to indemnification pursuant to this Section 1.6 will not be subject to any of the limitations set forth in ARTICLE 8such disputed items so submitted.

Company Net Working Capital Adjustment. (a) Pursuant to Section 5.14, the Company shall deliver a draft of the Company Net Working Capital Certificate to Acquirer not less than 2 Business Days prior to the Closing Date. (b) As soon as practicable, but in any case no later than ninety (90) Within 90 days after the Closing, Acquirer may object to shall prepare the calculation of Company Net Working Capital calculations included in the Company Net Working Capital Certificate (the “NWC Calculations”) by delivering to the Stockholders’ Agent a certificate notice (the “Acquirer NWC CertificateNotice”) executed by Acquirer’s Chief Financial Officer setting forth Acquirer’s calculation of the Company Net Working Capital and the amount by which Company Net Working Capital as calculated by Acquirer is less than the or more than Company Net Working Capital as set forth in the Company Net Working Capital Closing Financial Certificate, in each case together with supporting documentation, information and calculations. Any matters not expressly set forth in the Acquirer NWC Notice shall be deemed to have been accepted by Acquirer, except for such other matters contained in the NWC Calculations that are affected by the ultimate resolution of the matters in dispute. Acquirer shall provide the Stockholders’ Agent and its representatives reasonable access at reasonable times and upon reasonable notice to the records, properties, personnel and (subject to the execution of customary work paper access letters if requested) auditors relating to the preparation of the Acquirer NWC Notice and shall cause its personnel to reasonably cooperate with the Stockholders’ Agent in connection with its review of the Acquirer NWC Notice. (cb) The Stockholders’ Agent may object to the calculation of Company Net Working Capital calculations set forth in the Acquirer NWC Certificate Notice by providing written notice of such objection to Acquirer within twenty (20) Business Days 30 days after Acquirer’s delivery of the Acquirer NWC Certificate Notice (the “Notice of Objection”), together with supporting documentation, information and calculations. Any matters not expressly set forth in the Notice of Objection shall be deemed to have been accepted by the Stockholders’ Agent on behalf of the Converting Holders, except for such other matters contained in the NWC Calculations that are affected by the ultimate resolution of the matters in dispute. (dc) If the Stockholders’ Agent timely provides the Notice of Objection, then Acquirer and the parties Stockholders’ Agent shall confer in good faith for a period of up to ten (10) Business Days following Acquirer’s timely receipt of the Notice of Objection, Objection in an attempt to resolve any disagreement disputed matter set forth in the Notice of Objection, and any resolution by them shall be in writing and shall be final and bindingbinding on the parties hereto and the Converting Holders. (ed) If, after such the ten (10) Business Day periodperiod set forth in Section 1.6(c), Acquirer and the Stockholders’ Agent cannot resolve any matter set forth in the Notice of Objection, then Acquirer and the Stockholders’ Agent shall engage a nationally recognized independent accounting firm reasonably acceptable to both Acquirer and the Stockholders’ Agent, with which neither has an existing relationship (the “Independent Accountant”) to review only the matters in the Notice of Objection that are still disputed by Acquirer and the Stockholders’ Agent and Acquirer cannot resolve any such disagreement, then the parties shall an independent third party auditing firm acceptable to both the Stockholders’ Agent and Acquirer (the “Reviewing Accountant”) to review the NWC CalculationsCalculations to the extent relevant thereto. After such review and a review of the NWC Calculations and the Company’s relevant books and records, the Reviewing Independent Accountant shall promptly (and in any event within 60 days following its engagement) determine the Company Net Working Capital and resolution of such remaining disputed matters, which determination shall be final and binding on the partiesparties hereto and the Converting Holders, and the Independent Accountant shall provide Acquirer and the Stockholders’ Agent with a calculation of Company Net Working Capital in accordance with such determination. The Independent Accountant shall make its determination as an auditor, not an arbitrator, and based solely on the written submissions of Acquirer and the Stockholders’ Agent of the appropriate amount of each of the items which remain in dispute. With respect to each disputed line item, the determination of the Independent Accountant shall not be in excess of the higher, nor less than the lower, of the amounts advocated by Acquirer or the Stockholders’ Agent, as applicable. Notwithstanding the foregoing, the scope of the disputes to be resolved by the Independent Accountant shall be limited to fixing mathematical errors and determining whether any disputed determination of Company Net Working Capital or any component thereof was properly calculated in accordance with the terms of this Agreement. The Independent Accountant is not authorized to, and shall not, make any other determination, including (A) any determination with respect to any matter included in the Company Closing Financial Statement, Acquirer NWC Notice or Notice of Objection other than those matters that were properly submitted for resolution to the Independent Accountant or (B) any determination as to the accuracy of the representations and warranties set forth in this Agreement. (e) In the event that Acquirer and Stockholders’ Agent submit any unresolved objections with respect to the Company Net Working Capital to the Independent Accountant for resolution as provided in Section 1.6(d), Acquirer and the Stockholders’ Agent (on behalf of the Converting Holders) shall each pay their own fees and expenses. The costs and charges of the Independent Accountant will be allocated between the parties based on the inverse of the percentage its determination (before such allocation) bears to the aggregate amount of the items in dispute as originally submitted to the Independent Accountant. By way of illustration and not limitation, assuming the items in dispute total an amount equal to $1,000 and the Independent Accountant awards $600 in favor of the Stockholders’ Agent’s position, 60% of the costs of its review would be borne by Acquirer and 40% of such costs would be borne by the Converting Holders. (f) If In the event the Company Net Working Capital, Capital as finally determined pursuant to Section 1.6(b) (in the event there is no Notice of Objection), Section 1.6(c), Section 1.6(d) or and/or Section 1.6(e), as the case may be, be (the “Closing Net Working Capital”) is in fact less than the Company Net Working Capital set forth calculated in the Company Closing Financial Certificate, the Closing Net Working Capital Certificate (such differenceShortfall will be recalculated using the Closing Net Working Capital, and the “Negative Adjustment Amount”)Converting Holders shall severally but not jointly, then each Converting Holder will based on their respective Pro Rata Share, indemnify and hold harmless Acquirer Acquirer, without any dispute objection by the Stockholders’ Agent, for the full amount of: (if any) by which the Company Net Working Capital Shortfall has increased in magnitude and Acquirer shall be entitled at its discretion to either (i) cancel a number of shares of Acquirer Common Stock equal to (x) the Negative Adjustment Amount; and aggregate amount of such indemnification obligation divided by (y) the Acquirer Stock Price or (ii) all fees and expensesif such indemnification obligation amount exceeds $500,000, if anyseek recourse directly against the Converting Holders based on their Pro Rata Share for any amount in excess of $500,000 (it being understood that such indemnification obligation may be satisfied in the discretion of any Converting Holder by cash, a forfeiture of Acquirer Common Stock with a deemed value equal to the Reviewing AccountantAcquirer Stock Price or a combination thereof). (g) If In the Company event the Closing Net Working Capital as determined by the Reviewing Accountant, if applicable, is greater than the Company Net Working Capital as set forth calculated in the Acquirer NWC Company Closing Financial Certificate, all fees the Closing Net Working Capital Shortfall will be recalculated using the Closing Net Working Capital, and expenses, Acquirer will distribute to the Converting Holders (according to their respective Pro Rata Shares) a number of shares of Acquirer Common Stock equal to the quotient obtained by dividing (i) the full amount (if any, of ) by which the Reviewing Accountant, will be paid Company Net Working Capital Shortfall has decreased in magnitude by Acquirer. (ii) the Acquirer Stock Price. (h) Acquirer’s right to indemnification pursuant to this Section 1.6 will not be subject to any of the limitations set forth in ARTICLE 8Article V. Any payments made pursuant to this Section 1.6 shall be treated as adjustments to the Total Merger Consideration for all Tax purposes to the maximum extent permitted under Applicable Law. For clarity, the process set forth in this Section 1.6 shall be the exclusive remedy of Acquirer and the Stockholders’ Agent for disputes related to the Acquirer NWC Notice, Notice of Objection and any amounts set forth therein.

Company Net Working Capital Adjustment. (a) Pursuant to Section 5.14, the Company shall deliver a draft of the Company Net Working Capital Closing Financial Certificate to Acquirer not less later than 2 two Business Days prior to the Closing Date. (b) As soon as practicable, but in any case no later than ninety (90) Within 75 days after the Closing, Acquirer may object shall deliver to the Company Net Working Capital calculations included in the Company Net Working Capital Certificate (the “NWC Calculations”) by delivering to the StockholdersHolders’ Agent a certificate notice (the “Acquirer NWC CertificateNotice”) executed by Acquirer’s Chief Financial Officer setting forth Acquirer’s calculation of the Company Net Working Capital and the amount by which Company Net Working Capital as calculated by Acquirer is less or more than Company Net Working Capital as set forth in the Company Closing Financial Certificate, in each case together with supporting documentation, information and calculations, and in accordance with the Working Capital Methodologies. (c) The Holders’ Agent may object to the calculation of Company Net Working Capital set forth in the Company Net Working Capital Certificate. (c) The Stockholders’ Agent may object to the Company Net Working Capital calculations set forth in the Acquirer NWC Certificate Notice by providing written notice of such objection to Acquirer within twenty (20) Business Days 30 days after Acquirer’s delivery of the Acquirer NWC Certificate Notice (the “Notice of Objection”), together with supporting documentation, information and calculations. Any matters not expressly set forth in the Notice of Objection shall be deemed to have been accepted by the Holders’ Agent on behalf of the Converting Holders. (d) If the StockholdersHolders’ Agent timely provides the Notice of Objection, then Acquirer and the parties Holders’ Agent shall confer in good faith for a period of up to ten (10) 10 Business Days following Acquirer’s timely receipt of the Notice of Objection, Objection in an attempt to resolve any disagreement disputed matter set forth in the Notice of Objection, and any resolution by them shall be in writing and shall be final and bindingbinding on the parties hereto and the Converting Holders. (e) If, after such ten (10) the 10 Business Day periodperiod set forth in Section 1.6(d), Acquirer and the StockholdersHolders’ Agent and Acquirer cannot resolve any such disagreementmatter set forth in the Notice of Objection, then Acquirer and the parties Holders’ Agent shall an independent third party engage KPMG LLC or, if such firm is not able or willing to so act, another nationally recognized auditing firm acceptable to both Acquirer and the StockholdersHolders’ Agent and Acquirer (the “Reviewing Accountant”) to review only the matters in the Notice of Objection that are still disputed by Acquirer and the Holders’ Agent and the calculation of Company Net Working Capital included in the Company Closing Financial Certificate, the Acquirer NWC Notice and the Notice of Objection ( the “NWC Calculations”) to the extent relevant thereto. After such review and a review of the NWC Calculations and the Company’s relevant books and records, the Reviewing Accountant shall promptly (and in any event within 60 days following its engagement) determine the Company Net Working Capital and resolution of such remaining disputed matters, which determination shall be final and binding on the parties. (f) If parties hereto and the Company Net Working CapitalConverting Holders, as determined pursuant to Section 1.6(b) (in and the event there is no Notice Reviewing Accountant shall provide Acquirer and the Holders’ Agent with a calculation of Objection), Section 1.6(d) or Section 1.6(e), as the case may be, is in fact less than the Company Net Working Capital set forth in the Company Net Working Capital Certificate (accordance with such difference, the “Negative Adjustment Amount”), then each Converting Holder will indemnify and hold harmless Acquirer without any dispute by the Stockholders’ Agent, for the full amount of: (i) the Negative Adjustment Amount; and (ii) all fees and expenses, if any, of the Reviewing Accountantdetermination. (g) If the Company Net Working Capital as determined by the Reviewing Accountant, if applicable, is greater than the Company Net Working Capital as set forth in the Acquirer NWC Certificate, all fees and expenses, if any, of the Reviewing Accountant, will be paid by Acquirer. Acquirer’s right to indemnification pursuant to this Section 1.6 will not be subject to any of the limitations set forth in ARTICLE 8.

Company Net Working Capital Adjustment. (a) Pursuant to Section 5.146.13, the Company shall deliver a draft of the Company Net Working Capital Closing Financial Certificate to Acquirer not less later than 2 five Business Days prior to the Closing Date. The Company Closing Financial Certificate shall include the Company’s good faith estimated calculation of (i) the Company Net Working Capital (the “Estimated Net Working Capital”), Company Cash as of the Closing (the “Estimated Cash”), Company Debt as of the Closing (the “Estimated Debt”) and Transaction Expenses that are incurred but unpaid as of the Closing (the “Estimated Transaction Expenses”) and (ii) the Estimated Merger Consideration. (b) As soon as practicable, but in any case no later than ninety (90) Within 75 days after the Closing, Acquirer may object to the Company Net Working Capital calculations included in Company’s calculation of the Company Net Working Capital Certificate (the “NWC Calculations”) Estimated Merger Consideration by delivering to the Stockholders’ Agent a certificate notice (the “Acquirer NWC CertificateNotice”) executed by Acquirer’s Chief Financial Officer setting forth Acquirer’s good faith calculation of (i) the Company Net Working Capital and (the amount by which Company “Asserted Net Working Capital Capital”), Company Cash as calculated by of the Closing (the “Asserted Cash”), Company Debt as of the Closing (the “Asserted Debt”) and Transaction Expenses that are incurred but unpaid as of the Closing (the “Asserted Transaction Expenses”), and (ii) the Asserted Merger Consideration, in each case together with supporting documentation, information and calculations. If the Acquirer is less than does not deliver an Acquirer Notice within 75 days after Closing, Acquirer shall be deemed to have accepted the Company Closing Financial Certificate, including the Company’s calculation of Estimated Net Working Capital set forth in the Company Net Working Capital CertificateCapital, Estimated Cash, Estimated Debt, Estimated Transaction Expenses and Estimated Merger Consideration, which shall be deemed final and binding on all parties, absent fraud. (c) The Stockholders’ Agent may object to the Company Net Working Capital calculations set forth in calculation of the Acquirer NWC Certificate Asserted Merger Consideration by providing written notice of such objection to Acquirer within twenty (20) Business Days 20 days after Acquirer’s delivery of the Acquirer NWC Certificate Notice (the “Notice of Objection”), together with supporting documentation, information and calculations. Any matters not expressly set forth in the Notice of Objection shall be deemed to have been accepted by the Stockholders’ Agent on behalf of the Converting Holders. Following the Closing, Surviving Corporation shall provide Stockholders’ Agent with reasonable access during normal business hours to the records of Surviving Corporation, for purposes of this Section 2.6, as deemed necessary by Stockholders’ Agent and in a manner not unreasonably disruptive to Surviving Corporation’s and the Subsidiaries’ businesses. Acquirer agrees that, following the Closing and until the date on which the Merger Consideration becomes final and binding on the Parties in accordance with the terms of this Agreement, Acquirer shall not take, and shall not permit Surviving Corporation or any of the Subsidiaries to take, any actions with respect to any accounting books, records, policies or procedures on which the Final Merger Consideration is to be based, or from which it is to be derived, that would materially impede or delay, or otherwise make unavailable information required for, the determination of the Merger Consideration in the manner and utilizing the methods contemplated by this Agreement. (d) If the Stockholders’ Agent timely provides the Notice of Objection, then Acquirer and the parties Stockholders’ Agent shall confer in good faith for a period of up to ten (10) 10 Business Days following Acquirer’s timely receipt of the Notice of Objection, Objection in an attempt to resolve any disagreement disputed matter set forth in the Notice of Objection, and any resolution by them shall be in writing and shall be final and bindingbinding on the parties hereto and the Converting Holders. (e) If, after such ten (10) the 10 Business Day periodperiod set forth in Section 2.6(d), Acquirer and the Stockholders’ Agent and Acquirer cannot resolve any such disagreementmatter set forth in the Notice of Objection, then Acquirer and the parties Stockholders’ Agent shall an independent third party engage KPMG LLP or, if such firm is not able or willing to so act, another auditing firm acceptable to both Acquirer and the Stockholders’ Agent and Acquirer (the “Reviewing Accountant”) to review only the NWC Calculationsmatters in the Notice of Objection that are still disputed by Acquirer and the Stockholders’ Agent and the Acquirer Notice to the extent relevant thereto. After such review and a review of the NWC Calculations and the Company’s relevant books and records, the Reviewing Accountant shall promptly (and in any event within 60 days following its engagement) determine the Company Net Working Capital and resolution of such remaining disputed matters in accordance with the terms of this Agreement, which determination shall be final and binding on the partiesparties hereto and the Converting Holders, and the Reviewing Accountant shall provide Acquirer and the Stockholders’ Agent with a calculation of (i) Company Net Working Capital, Company Cash as of the Closing, Company Debt as of the Closing and Transaction Expenses incurred but unpaid as of the Closing and (ii) the Merger Consideration, in each case in accordance with such determinations. (f) If the Company Net Working Capital, Merger Consideration as finally determined pursuant to Section 1.6(b) (in the event there is no Notice of Objection2.6(b), Section 1.6(d2.6(c), Section 2.6(d) or and/or Section 1.6(e2.6(e), as the case may be, be (the “Final Merger Consideration”) is in fact less more than the Company Net Working Capital set forth in the Company Net Working Capital Certificate Estimated Merger Consideration (such difference, the “Negative Adjustment AmountFinal Excess”), then (i) Acquirer shall pay to each Converting Holder will indemnify such Converting Holder’s Pro Rata Share of each of the Final Excess, and hold harmless (ii) the Adjustment Escrow Amount shall be released to the Converting Holders. If the Final Merger Consideration is equal to the Estimated Merger Consideration, within five Business Days after the Final Merger Consideration has been determined, Acquirer without any dispute by and the Stockholders’ Agent, for Agent shall deliver joint written instructions to the full amount of: (i) Escrow Agent to release to the Negative Converting Holders the Adjustment Amount; and (ii) all fees and expenses, if any, of the Reviewing AccountantEscrow Amount on a pro rata basis in accordance with their respective Pro Rata Shares. (g) If the Company Net Working Capital Final Merger Consideration is less than the Estimated Merger Consideration (such difference, the “Final Shortfall”), then (i) Acquirer shall be entitled to reclaim from the Adjustment Escrow Amount the lesser of (A) the Final Shortfall and (B) the Adjustment Escrow Amount, (ii) if the Adjustment Escrow Amount is insufficient to make payment to Acquirer of the Final Shortfall, then the amount of such insufficiency shall be satisfied by an offset against the Acquirer Promissory Notes and (iii) the Converting Holders shall be entitled to the Adjustment Escrow Amount remaining after Acquirer has been paid the amount to which it is entitled pursuant to clause (i) of this Section 2.6(g). The offset against the Acquirer Promissory Notes provided in this Section 2.6(g) shall be implemented in a manner that (i) reduces the aggregate indebtedness owed to each Converting Holder by an amount equal to such Converting Holder’s Pro Rata Share of such the insufficiency due to Acquirer Indemnifiable Damages, and (ii) reduces the amount of indebtedness under each Converting Holder’s Tranche 1 Promissory Note by the same amount as such Converting Holder’s Tranche 2 Promissory Note. To the extent Acquirer is entitled to reclaim any funds from the Adjustment Escrow Amount pursuant to this Section 2.6(g), within five Business Days after the Final Merger Consideration has been determined, Acquirer and the Stockholders’ Agent shall remit joint written instructions to the Escrow Agent to release from the Adjustment Escrow Account, the amounts due to Acquirer and the Converting Holders, as applicable, pursuant to this Section 2.6(g). (h) The fees, costs and expenses of the Reviewing Accountant shall be paid (i) by Acquirer in the event the difference between the Final Merger Consideration as determined by the Reviewing AccountantAccountant pursuant to Section 2.6(e) and the Asserted Merger Consideration (such difference, if applicable, the “Acquirer’s Difference”) is greater than the Company Net Working Capital difference between the Final Merger Consideration as set forth in determined by the Reviewing Accountant pursuant to Section 2.6(e) and the Estimated Merger Consideration (such difference, the “Stockholders’ Agent’s Difference”), (ii) by the Converting Holders if the Acquirer’s Difference is less than the Stockholders’ Agent’s Difference or (iii) equally by Acquirer NWC Certificateon the one hand, all fees and expensesthe Converting Holders on the other hand, if anythe Acquirer’s Difference is the same as the Stockholders’ Agent’s Difference. Notwithstanding anything to the contrary contained herein, of the Reviewing Accountant, will if any amount is to be paid by Acquirer. Acquirer’s right to indemnification the Converting Holders pursuant to this Section 1.6 will 2.6(h), Acquirer shall be entitled to reclaim such amount from the Adjustment Escrow Amount prior to its distribution in accordance with Section 2.6(f) or Section 2.6(g) to the extent not previously paid by the Converting Holders. Any amount due from the Acquirer pursuant to this Section 2.6(h) shall be subject to any borne by Acquirer out of its own pocket and not by a reduction of the limitations set forth in ARTICLE 8Adjustment Escrow Amount or an offset of the Acquirer Promissory Notes.

Company Net Working Capital Adjustment. (a) Pursuant to Section 5.14Within 60 days after the Closing Date, the Company Acquirer shall deliver to the Stockholders’ agent a draft statement (the “Acquirer Closing Statement”) setting forth Acquirer’s good faith calculation as of the Company Net Working Capital Certificate to Acquirer not less than 2 Business Days immediately prior to the Closing Date. of (bi) As soon as practicable, but in any case no later than ninety (90) days after the Closing, Acquirer may object to the Company Net Working Capital calculations included in the Company Net Working Capital Certificate (the “NWC Calculations”) by delivering to the Stockholders’ Agent a certificate (the “Acquirer NWC Certificate”) executed by Acquirer’s Chief Financial Officer setting forth Acquirer’s calculation of the Company Net Working Capital and the amount by which Company Closing Net Working Capital as calculated by Deduction, (ii) the amount of Company Debt, (iii) the amount of Company Cash and (iv) the amount of Transaction Expenses. Acquirer is less than shall provide the Company Net Working Capital set forth Stockholders’ Agent and its representatives reasonable access upon reasonable notice to the records, properties, personnel and (subject to the execution of customary work paper access letters if requested) auditors relating to the preparation of the Acquirer Closing Statement and shall cause its personnel to reasonably cooperate with the Stockholders’ Agent in connection with its review of the Company Net Working Capital CertificateAcquirer Closing Statement. (cb) The Stockholders’ Agent shall have 30 days within which to review the Acquirer Closing Statement after Acquirer’s delivery thereof. The Stockholders’ Agent may object to the Company Net Working Capital calculations any calculation set forth in the Acquirer NWC Certificate Closing Statement by providing written notice of such objection to Acquirer within twenty (20) Business Days 30 days after Acquirer’s delivery of the Acquirer NWC Certificate Closing Statement (the “Notice of Objection”), together with the basis of its objection in reasonable detail and any supporting documentation, information and calculations. If a Notice of Objection is not provided within such 30-day period, the Acquirer Closing Statement (and each of the calculations set forth therein) shall be deemed final. (dc) If the Stockholders’ Agent timely provides the Notice of Objection, then Acquirer and the parties Stockholders’ Agent shall confer in good faith for a period of up to ten (10) Business Days 30 days following Acquirer’s timely receipt of the Notice of Objection, Objection in an attempt to resolve any disagreement disputed matter set forth in the Notice of Objection, and any resolution by them shall be in writing and shall be final and bindingbinding on the parties hereto and the Converting Holders. (ed) If, after such ten (10) Business Day periodthe 30-day period set forth in Section 1.7(c), Acquirer and the Stockholders’ Agent and Acquirer cannot resolve any such disagreementmatter set forth in the Notice of Objection, then Acquirer and the parties Stockholders’ Agent shall an engage one of the “big four” independent third party auditing certified public accounting firm acceptable to both Acquirer and the Stockholders’ Agent or, if such firm is not able or willing to so act, another auditing firm reasonably acceptable to both Acquirer and Acquirer the Stockholders’ Agent (the “Reviewing Accountant”) to review only the NWC Calculationsmatters in the Notice of Objection that are still disputed by Acquirer and the Stockholders’ Agent and any calculations to the extent relevant thereto. After such review and a review of the NWC Calculations and the Company’s relevant books and records, the Reviewing Accountant shall promptly (and in any event within 45 days following its engagement) determine the Company Net Working Capital and resolution of such remaining disputed matters, which determination shall (absent fraud or manifest error) be final and binding on the partiesparties hereto and the Converting Holders. (e) If the Aggregate Consideration as finally determined pursuant to Section 1.7(b), Section 1.7(c) and/or Section 1.7(d), as the case may be (the “Final Aggregate Consideration”), is less than the Aggregate Consideration that was calculated in accordance with the Company Closing Financial Certificate (such difference, the “Aggregate Consideration Shortfall”), the Aggregate Consideration Shortfall shall be recovered by Acquirer first from the Adjustment Escrow Fund. To the extent the Adjustment Consideration Shortfall is greater than the Adjustment Escrow Fund (the “Excess Adjustment Amount”), Acquirer shall recover such Excess Adjustment Amount first from the Indemnity Escrow Fund, and only to the extent the Indemnity Escrow Fund is insufficient, from the Converting Holders directly, based on their Pro Rata Share. A joint written instruction setting forth the Aggregate Consideration Shortfall to be paid to Acquirer, and if applicable, any remaining amounts of the Adjustment Escrow Fund to be paid to the Converting Holders based on their Pro Rata Share, shall be prepared and signed by Acquirer and the Stockholders’ Agent and delivered to the Escrow Agent if requested by Acquirer. Upon receipt of such joint written instruction, the Escrow Agent shall distribute to Acquirer, and if applicable, the Converting Holders, such amount of cash from Adjustment Escrow Fund, and if there is an Excess Adjustment Amount, Acquirer shall be able to recover any such Excess Adjustment Amount from the Escrow Fund in the manner described in Section 8.4(j). (f) If the Company Net Working Capital, as determined pursuant to Section 1.6(b) (in the event there Final Aggregate Consideration is no Notice of Objection), Section 1.6(d) or Section 1.6(e), as the case may be, is in fact less greater than the Company Net Working Capital set forth Aggregate Consideration that was calculated in accordance with the Company Net Working Capital Closing Financial Certificate (such difference, the “Negative Adjustment AmountAggregate Consideration Surplus”), then each the Aggregate Consideration Surplus shall be deemed to be added to the Aggregate Consideration in same proportion of cash and shares of Acquirer Common Stock paid and issued to Converting Holder will indemnify Holders pursuant to Section 1.4(a) and hold harmless shall be, within 10 Business Days after delivery of joint written instruction by Acquirer without any dispute by and the Stockholders’ Agent to the Escrow Agent, for the full amount of: (i) with respect to the Negative cash portion, wired to the Paying Agent for further distribution to the Converting Holders, and Acquirer and the Stockholders’ Agent shall submit a joint written instruction to the Escrow Agent instructing Escrow Agent to pay to the Paying Agent the Adjustment Amount; and Escrow Fund for further distribution to the Converting Holders based on their Pro Rata Share, and (ii) all fees with respect to the stock portion, issued to the Converting Holders. The fees, costs and expenses, if any, expenses of the Reviewing Accountant. Accountant shall be allocated between the Stockholders’ Agent (g) If on behalf of the Company Net Working Capital Converting Holders), on the one hand, and Acquirer, on the other hand, in the same proportion that the aggregate amount of the disputed items submitted to the Reviewing Accountant that is unsuccessfully disputed by each such party (as finally determined by the Reviewing Accountant, if applicable, is greater than ) bears to the Company Net Working Capital as set forth in the Acquirer NWC Certificate, all fees and expenses, if any, total amount of the Reviewing Accountant, will be paid by Acquirer. Acquirer’s right to indemnification pursuant to this Section 1.6 will not be subject to any of the limitations set forth in ARTICLE 8such disputed items so submitted.

Company Net Working Capital Adjustment. (a) Pursuant to Section 5.145.17, the Company shall deliver a draft of the Company Net Working Capital Certificate to Acquirer Acquiror not less than 2 five (5) Business Days prior to the Closing Date. (b) As soon as practicable, but in any case no later than Within ninety (90) days after the Closing, Acquirer Acquiror may object to the Company Net Working Capital calculations included in the Company Net Working Capital Certificate (the “NWC Calculations”) by delivering to the StockholdersShareholders’ Agent a certificate (the “Acquirer Acquiror NWC Certificate”) executed by AcquirerAcquiror’s Chief Financial Officer setting forth Acquirer(i) Acquiror’s calculation of the Company Net Working Capital and the amount by which Company Net Working Capital as calculated by Acquirer Acquiror is less than the Company Net Working Capital set forth in the Company Net Working Capital Certificate and (ii) a reconciliation explaining in reasonably detailed terms the substantive differences between the NWC Calculations as set forth on the Company Net Working Capital Certificate and the NWC Calculations as set forth on the Acquiror NWC Certificate. (c) The StockholdersShareholders’ Agent may object to the Company Net Working Capital calculations set forth in the Acquirer Acquiror NWC Certificate by providing written notice of such objection to Acquirer Acquiror within twenty (20) Business Days days after AcquirerAcquiror’s delivery of the Acquirer Acquiror NWC Certificate (the “Notice of Objection”). (d) If the StockholdersShareholders’ Agent timely provides the Notice of Objection, then the parties shall confer in good faith for a period of up to ten thirty (1030) Business Days following AcquirerAcquiror’s timely receipt of the Notice of Objection, in an attempt to resolve any disagreement and any resolution by them shall be in writing and shall be final and binding. (e) If, after such ten thirty (1030) Business Day period, the StockholdersShareholders’ Agent and Acquirer Acquiror cannot resolve any such disagreement, then the parties shall an independent third party engage Xxxx Xxxxx LLP or if such firm is not able or willing to so act, another auditing firm acceptable to both the StockholdersShareholders’ Agent and Acquirer Acquiror (the “Reviewing Accountant”) to review the NWC Calculations. After review of the NWC Calculations and the Company’s books and records, the Reviewing Accountant shall promptly determine the Company Net Working Capital and such determination shall be final and binding on the parties. (f) If the Company Net Working Capital, as determined pursuant to Section 1.6(b1.12(b) (in the event there is no Notice of Objection), Section 1.6(d1.12(d) or Section 1.6(e1.12(e), as the case may be, is in fact less than the Company Net Working Capital set forth in the Company Net Working Capital Certificate (such difference, the “Negative Adjustment Amount”), then, if and only if the Merger Consideration would be reduced after giving effect to the Negative Adjustment Amount, then each Converting Effective Time Holder will indemnify and hold harmless Acquirer Acquiror without any dispute by the StockholdersShareholders’ Agent, for the full amount of: (i) the Negative Adjustment Amount; and; (ii) if the Company Net Working Capital as determined by the Reviewing Accountant, if applicable, is less than or equal to the Company Net Working Capital as set forth in the Acquiror NWC Certificate, all fees and expenses, if any, of the Reviewing Accountant.; and (giii) If if the Company Net Working Capital as determined by the Reviewing Accountant, if applicable, is greater than the Company Net Working Capital as set forth in the Acquirer Acquiror NWC Certificate, all a percentage of the fees and expenses, if any, of the Reviewing Accountant, will be paid which percentage shall equal the difference between the Company Net Working Capital as set forth in the Company Net Working Capital Certificate and the Company Net Working Capital as determined by Acquirerthe Reviewing Accountant, if applicable, divided by the difference between the Company Net Working Capital as set forth in the Company Net Working Capital Certificate and the Company Net Working Capital as set forth in the Acquiror NWC Certificate. (g) During the period required for the preparation and review of, and resolution of disputes relating to the Company Net Working Capital, or the amounts set forth on the Acquiror NWC Certificate or the Company Net Working Capital Certificate, Shareholders’ Agent and Acquiror shall each afford the other’s accountants and other designated representatives access during regular business hours to the books and records of the Company as they may reasonably require in order to review and verify the items on the Final Company Net Working Capital Closing Balance Sheet. AcquirerAcquiror’s right to indemnification for the Negative Adjustment Amount and the other amounts set forth in Section 1.12(f)(ii) and (iii) pursuant to this Section 1.6 1.12 will not be subject to any of the limitations set forth in ARTICLE 8Article VIII.

Company Net Working Capital Adjustment. (a) Pursuant to Section 5.145.12, the Company shall deliver a draft of the Company Net Working Capital Closing Financial Certificate to Acquirer not less later than 2 three (3) Business Days prior to the Closing Date. (b) As soon as practicable, but in any case no later than ninety (90) Within 90 days after the Closing, Acquirer may object to the calculations of Company Net Working Capital calculations included in the Company Net Working Capital Closing Financial Certificate (the “NWC Calculations”) by delivering to the Stockholders’ Agent a certificate notice (the “Acquirer NWC CertificateNotice”) executed by Acquirer’s Chief Financial Officer setting forth Acquirer’s calculation of the Company Net Working Capital and the amount by which Company Net Working Capital as calculated by Acquirer is less than the Company Net Working Capital as set forth in the Company Net Working Capital Closing Financial Certificate. (c) The Stockholders’ Agent may object to the calculations of Company Net Working Capital calculations set forth in the Acquirer NWC Certificate Notice by providing written notice of such objection to Acquirer within twenty (20) Business Days 20 days after Acquirer’s delivery of the Acquirer NWC Certificate Notice (the “Notice of Objection”), together with such supporting documentation, information and calculations as are necessary for Acquirer to verify and determine the basis of such objection. Any matters not expressly set forth in the Notice of Objection shall be deemed to have been accepted by the Stockholders’ Agent on behalf of the Company Stockholders. (d) If the Stockholders’ Agent timely provides the Notice of Objection, then Acquirer and the parties Stockholders’ Agent shall confer in good faith for a period of up to ten (10) 20 Business Days following Acquirer’s timely receipt of the Notice of Objection, Objection in an attempt to resolve any disagreement disputed matter set forth in the Notice of Objection, and any resolution by them shall be in writing and shall be final and bindingbinding on the parties hereto and the Company Stockholders. (e) If, after such ten (10) the 20 Business Day periodperiod set forth in Section 1.5(d), Acquirer and the Stockholders’ Agent and Acquirer cannot resolve any such disagreementmatter set forth in the Notice of Objection, then Acquirer and the parties Stockholders’ Agent shall engage an independent third party auditing firm acceptable to both Acquirer and the Stockholders’ Agent and Acquirer (the “Reviewing Accountant”) to review only the matters in the Notice of Objection that are still disputed by Acquirer and the Stockholders’ Agent and the NWC CalculationsCalculations to the extent relevant thereto. After such review and a review of the NWC Calculations and the Company’s relevant books and records, the Reviewing Accountant shall promptly determine the Company Net Working Capital and resolution of such remaining disputed matters, which determination shall be final and binding on the partiesparties hereto and the Company Stockholders, and the Reviewing Accountant shall provide Acquirer and the Stockholders’ Agent with a calculation of Company Net Working Capital in accordance with such determination. (f) If the Company Net Working Capital, Capital as finally determined pursuant to Section 1.6(b) (in the event there is no Notice of Objection1.5(b), Section 1.6(d1.5(d) or and/or Section 1.6(e1.5(e), as the case may bebe (the “Final Net Working Capital”), is in fact less than the Company Net Working Capital as set forth in the Company Closing Financial Certificate (such shortfall, the “Final Net Working Capital Certificate (such difference, the “Negative Adjustment AmountShortfall”), then each Converting Holder will the Contributing Equityholders shall jointly and severally indemnify and hold harmless Acquirer without any dispute by the Stockholders’ Agent, for the full amount of: of (i) the Negative Adjustment Amount; and Final Net Working Capital Shortfall and (ii) all fees fees, costs and expenses, if any, of the Reviewing AccountantAccountant payable by the Contributing Equityholders pursuant to the terms of Section 1.5(i)(ii) or Section 1.5(i)(iii). Payment shall be in the form of cash and Acquirer Common Stock, and shall be allocated between cash and Acquirer Common Stock consistent with the ratio of the value of the Gross Cash Consideration and the Gross Stock Consideration (valued based on the fair market value of the Acquirer Common Stock as of such date). (g) If the Company Final Net Working Capital as determined by the Reviewing Accountant, if applicable, is greater than exceeds the Company Net Working Capital as set forth in the Company Closing Financial Certificate (such excess, the “Final Net Working Capital Excess”), then Acquirer NWC Certificate, all fees shall indemnify and expenses, if any, hold harmless the Contributing Equityholders in accordance with their respective Pro Rata Share of the Reviewing AccountantFinal Net Working Capital Excess. Payment shall be in the form of cash and Acquirer Common Stock, will and shall be paid allocated between cash and Acquirer Common Stock consistent with the ratio of the value of the Gross Cash Consideration and the Gross Stock Consideration (valued based on the fair market value of the Acquirer Common Stock as of such date). (h) To the extent that the Contributing Equityholders have an obligation to indemnify Acquirer pursuant to Section 1.5(f), (i) within five (5) Business Days following the final determination of the Final Net Working Capital, the Company Stockholders shall pay the cash portion of such indemnification obligation to Acquirer to an account designated by AcquirerAcquirer and (ii) Acquirer shall, in satisfaction of the portion of such indemnification obligation payable in Acquirer Common Stock, send written instructions to the Escrow Agent to cancel a number of such shares of Acquirer Common Stock (valued based on an assumed value of the Trading Price per share of Acquirer Common Stock) held in the Indemnity Escrow Fund having an aggregate value equal to the amount of such indemnification obligation. Acquirer’s right to indemnification pursuant to this Section 1.6 1.5 will not be subject to any of the limitations set forth in ARTICLE Article 8. (i) The fees, costs and expenses of the Reviewing Accountant shall be paid by (i) Acquirer in the event the difference between the Final Net Working Capital as determined by the Reviewing Accountant pursuant to Section 1.5(e) and the NWC Calculations set forth in the Acquirer NWC Notice (such difference, the “Acquirer’s Difference”) is greater than the difference between the Final Net Working Capital as determined by the Reviewing Accountant pursuant to Section 1.5(e) and the calculation of the Company Net Working Capital set forth in the Notice of Objection (such difference, the “Stockholders’ Agent’s Difference”), (ii) by the Contributing Equityholder if the Acquirer’s Difference is less than the Stockholders’ Agent’s Difference or (iii) equally by Acquirer on the one hand, and the Contributing Equityholder on the other hand, if the Acquirer’s Difference is the same as the Stockholders’ Agent’s Difference. (j) Any payments made pursuant to this Section 1.5 shall be treated as an adjustment to the purchase price by the parties for Tax purposes, unless otherwise required by Law.

Company Net Working Capital Adjustment. (a) Pursuant to Section 5.14, the The Company shall deliver a draft the proposed Company Closing Financials Certificate to Acquirer not less than three (3) Business Days prior to the Closing Date in form and substance reasonably satisfactory to Acquirer; provided, however, that if Acquirer and the Company are not able to agree on the calculation of the Company Net Working Capital Certificate to Acquirer not less than 2 Business Days on or prior to the Closing Date, at Acquirer’s election in its sole discretion, the Company Net Working Capital shall be deemed for purposes of the Company Closing Financials Certificate to be the average of Company’s good faith estimate and Acquirer’s good faith estimate of the Company Net Working Capital. (b) As soon as practicable, but in any case no later than Within ninety (90) days after the Closing, Acquirer may object to the Company Net Working Capital calculations included in the Company Net Working Capital Closing Financials Certificate (the “NWC Calculations”) by delivering to the Stockholders’ Agent a certificate (the “Acquirer NWC Certificate”) executed by Acquirer’s Chief Financial Officer a duly authorized officer of Acquirer setting forth Acquirer’s calculation of the Company Net Working Capital and Capital. Acquirer’s failure to timely provide the amount by which Company Net Working Capital as calculated Acquirer NWC Certificate shall be deemed an acceptance by Acquirer is less than of the Company Net Working Capital calculations set forth in the Company Net Working Capital Closing Financials Certificate. (c) The Stockholders’ Agent may object to the Company Net Working Capital calculations set forth in the Acquirer NWC Certificate by providing written notice of such objection to Acquirer within twenty (20) Business Days after Acquirer’s delivery of the Acquirer NWC Certificate (the “Notice of Objection”). (d) If the Stockholders’ Agent timely provides the Notice of Objection, then the parties shall confer in good faith for a period of up to ten fifteen (1015) Business Days following Acquirer’s timely receipt of the Notice of Objection, in an attempt to resolve any disagreement and any resolution by them shall be in writing and shall be final and binding. (e) If, after such ten fifteen (1015) Business Day period, the Stockholders’ Agent and Acquirer cannot resolve any such disagreement, then the parties shall engage an independent third party auditing firm acceptable to both Acquirer and the Stockholders’ Agent and Acquirer (the “Reviewing Accountant”) to review the NWC Calculations. After review of the NWC Calculations and the Company’s books and recordsCalculations, the Reviewing Accountant shall promptly determine the Company Net Working Capital and such determination shall be final and binding on the parties. In conducting its review, the Reviewing Accountant shall consider only items in dispute, and shall base its determination solely on presentations of Acquirer and the Stockholders’ Agent (i.e., no independent investigation). (f) If the Company Net Working Capital, as determined pursuant to this Section 1.6(b) (in the event there is no Notice of Objection), Section 1.6(d) or Section 1.6(e), as the case may be, 1.13 is in fact less than the Company Net Working Capital set forth in the Company Net Working Capital Closing Financials Certificate (such differenceshortfall, plus the costs and expenses of the Reviewing Accountant (the “Reviewing Accountant Fees”), if any, shall be collectively referred to as the “Negative Adjustment Amount”), then each Converting Effective Time Holder will will, severally but not jointly based on such holder’s Pro Rata Share, indemnify and hold harmless Acquirer without any further dispute by the Stockholders’ Agent, for such number of Escrow Shares having an aggregate value equal to the full amount of: (i) of the Negative Adjustment Amount; and (ii) all fees Amount and expensesAcquirer shall, if anyfollowing written notice to the Escrow Agent, of be entitled to reclaim such shares from the Reviewing AccountantEscrow Fund. (g) If the Company Net Working Capital Capital, as determined by the Reviewing Accountant, if applicable, pursuant to this Section 1.13 is in fact greater than the Company Net Working Capital as set forth in the Company Closing Financials 12- Certificate (such excess, the “Positive Adjustment Amount”), then Acquirer NWC Certificatewill disburse to each Effective Time Holder his, all fees and expenses, her or its Pro Rata Share of such number of shares of Acquirer Common Stock having an aggregate value equal to the full amount of the Positive Adjustment Amount. In the event of a Positive Adjustment (if any), of the Reviewing Accountant, will Accountant Fees shall be paid by Acquirer. . (h) For purposes of satisfying any Positive Adjustment Amount or Negative Adjustment Amount, each whole share of Acquirer Common Stock shall be deemed to have a value equal to the Acquirer Stock Price (as adjusted to appropriately reflect any stock split, reverse stock split, stock dividend, reorganization, reclassification, combination, recapitalization or other like change with respect to Acquirer Common Stock occurring after the Effective Time). (i) Acquirer’s right to indemnification pursuant to this Section 1.6 1.13 will not be subject to any of the limitations set forth in ARTICLE Article 8, including the Threshold.

Company Net Working Capital Adjustment. (a) Pursuant to Section 5.14, the Company shall deliver a draft of the Company Net Working Capital Closing Financial Certificate to Acquirer not less later than 2 three Business Days prior to the Closing Date. (b) As soon as practicable, but in any case no later than ninety (90) Within 90 days after the Closing, Acquirer may object to shall deliver a calculation of the Company Net Working Capital calculations included in as of the Company Net Working Capital Certificate Closing Date (the “NWC Calculations”) by delivering to the Stockholders’ Agent a certificate notice (the “Acquirer NWC CertificateNotice”) executed by Acquirer’s Chief Financial Officer setting forth Acquirer’s calculation of the Company Net Working Capital as of the Closing Date and the amount amount, if any, by which Company Net Working Capital as calculated by Acquirer is less different than the Company Net Working Capital as set forth in the Company Net Working Capital Closing Financial Certificate, in each case together with supporting documentation, information and calculations. (c) The Stockholders’ Agent may object to the calculation of Company Net Working Capital calculations set forth in the Acquirer NWC Certificate Notice by providing written notice of such objection to Acquirer within twenty (20) Business Days 30 days after Acquirer’s delivery of the Acquirer NWC Certificate Notice (the “Notice of Objection”), together with supporting documentation, information and calculations. Any matters not expressly set forth in the Notice of Objection shall be deemed to have been accepted by the Stockholders’ Agent on behalf of the Converting Holders. (d) If the Stockholders’ Agent timely provides the Notice of Objection, then Acquirer and the parties Stockholders’ Agent shall confer in good faith for a period of up to ten (10) 10 Business Days following Acquirer’s timely receipt of the Notice of Objection, Objection in an attempt to resolve any disagreement disputed matter set forth in the Notice of Objection, and any resolution by them shall be in writing and shall be final and bindingbinding on the parties hereto and the Converting Holders. (e) If, after such ten (10) the 10 Business Day periodperiod set forth in Section 1.6(d), Acquirer and the Stockholders’ Agent and Acquirer cannot resolve any such disagreementmatter set forth in the Notice of Objection, then Acquirer and the parties Stockholders’ Agent shall an independent third party engage KPMG or, if such firm is not able or willing to so act, another auditing firm acceptable to both Acquirer and the Stockholders’ Agent and Acquirer (the “Reviewing Accountant”) to review only the matters in the Notice of Objection that are still disputed by Acquirer and the Stockholders’ Agent and the NWC CalculationsCalculations to the extent relevant thereto. After such review and a review of the NWC Calculations and the Company’s relevant books and records, the Reviewing Accountant shall promptly (and in any even within 60 days following its engagement) determine the Company Net Working Capital and resolution of such remaining disputed matters, which determination shall be final and binding on the partiesparties hereto and the Converting Holders, and the Reviewing Accountant shall provide Acquirer and the Stockholders’ Agent with a calculation of Company Net Working Capital in accordance with such determination. (f) If the sum of (x) Company Net Working Capital, Capital as finally determined pursuant to Section 1.6(b) (in the event there is no Notice of Objection), Section 1.6(d) or and/or Section 1.6(e), as the case may be, be (the “Final Net Working Capital”) is in fact less than the Company Closing Net Working Capital set forth in the Company Net Working Capital Certificate Target (such difference, the “Negative Adjustment AmountFinal Net Working Capital Shortfall”), then each then, pursuant to Section 8.2(a)(iv) and subject to the provisions of this Section 1.6 and Article VIII, the Converting Holder will Holders shall indemnify and hold harmless Acquirer without any dispute by the Stockholders’ Agent, for the full amount of: of (iA) the Negative Adjustment Amount; and Final Net Working Capital Shortfall and (iiB) all fees fees, costs and expensesexpenses of the Reviewing Accountant to be paid by the Converting Holders pursuant to Section 1.6(h)(ii) or Section 1.6(h)(iii), if any, of the Reviewing Accountant. (g) If the Company Final Net Working Capital is greater than the Closing Net Working Capital Target (such difference, the “Final Net Working Capital Surplus”), then Acquirer shall deposit with the Paying and Exchange Agent, for further distribution to the Converting Holders, the full amount of (A) the Final Net Working Capital Surplus and (B) all fees, costs and expenses of the Reviewing Accountant to be paid by the Converting Holders pursuant to Section 1.6(h)(i) or Section 1.6(h)(iii), if any. (h) The fees, costs and expenses of the Reviewing Accountant shall be paid by (i) Acquirer in the event the difference between the Final Net Working Capital as determined by the Reviewing Accountant, if applicable, is greater than Accountant pursuant to Section 1.6(e) and the Company Net Working Capital as NWC Calculations set forth in the Acquirer NWC CertificateNotice (such difference, all fees the “Acquirer’s Difference”) is greater than the difference between the Final Net Working Capital as determined by the Reviewing Accountant pursuant to Section 1.6(e) and expensesthe NWC Calculations set forth in the Notice of Objection (such difference, the “Stockholders’ Agent’s Difference”), (ii) by the Converting Holders if the Acquirer’s Difference is less than the Stockholders’ Agent’s Difference or (iii) equally by Acquirer on the one hand, and the Converting Holders on the other hand, if any, of the Reviewing Accountant, will be paid by Acquirer. Acquirer’s right Difference is the same as the Stockholders’ Agent’s Difference. (i) To the extent that the Converting Holders have an obligation to indemnify Acquirer pursuant to this Section 1.6, Acquirer shall, in satisfaction of such indemnification obligation, first recover the amount of such indemnification obligation from the Escrow Fund in accordance with the procedures set forth in Section 8.6(c). Any payments made pursuant to this Section 1.6 will not shall be subject treated as adjustments to any of the limitations set forth in ARTICLE 8Merger Consideration for all Tax purposes to the maximum extent permitted under Applicable Law.