Common use of Determination of Purchase Price Adjustment Clause in Contracts

Determination of Purchase Price Adjustment. (a) Promptly after the Closing Date, and in any event not later than sixty (60) Business Days following the Closing Date, the Purchaser shall cause the Company to prepare and deliver to the Sellers’ Representative a statement (the “Closing Statement”) setting forth the Purchaser’s good faith calculations of (i) the amount of the Closing Indebtedness, (ii) the amount of the Closing Cash, (iii) the Company Transaction Expenses, (iv) the Closing Working Capital, (v) the amount of the Working Capital Adjustment, (vi) the Sales Tax Holdback, and (vii) a calculation of the Final Purchase Price based on the amounts set forth in the Closing Statement. The Closing Statement shall be prepared in a manner consistent with the policies and principles used by the Company in connection with the preparation of the Financial Statements, consistently applied. Upon delivery of the Closing Statement by the Purchaser, the Purchaser shall cause the Company to provide the Sellers’ Representative and its Representatives with reasonable access, during normal business hours, to the Company’s accounting and other personnel and to the books and records of the Company, as the case may be, and any other document or information reasonably requested by the Sellers’ Representative, in order to allow the Sellers’ Representative and its Representatives to verify the accuracy of the Closing Statement. (b) In the event that the Sellers’ Representative does not object to the Closing Statement by written notice of objection (the “Notice of Objection”) delivered to Purchaser within 30 Business Days after the Sellers’ Representative’s receipt of the Closing Statement, the recalculation of the Initial Purchase Price pursuant to the Closing Statement shall be deemed final and binding. A Notice of Objection under this Section 2.03(b) hereof shall set forth in reasonable detail the Sellers’ Representative’s alternative calculations of (i) as applicable, (A) the amount of the Closing Indebtedness, (B) the amount of the Closing Cash, (C) the Company Transaction Expenses, and/or (D) the Closing Working Capital and the Working Capital Adjustment calculated by reference thereto and (ii) a recalculation of the Final Purchase Price based on such applicable alternative calculations. (c) If the Sellers’ Representative delivers a Notice of Objection to the Purchaser within the thirty (30) Business Day period referred to in Section 2.03(b) hereof, then any element of the Closing Statement that is not in dispute on the date such Notice of Objection is given shall be treated as final and binding and any dispute (all such amounts, the “Disputed Amounts”) shall be resolved as set forth in this Section 2.03(c): (i) The Sellers’ Representative and Purchaser shall promptly endeavor in good faith to resolve the Disputed Amounts listed in the Notice of Objection. If a written agreement determining the Disputed Amounts has not been reached within 10 Business Days (or such longer period as may be agreed by the Sellers’ Representative and Purchaser) after the date of receipt by Purchaser from Sellers’ Representative of the Notice of Objection, the resolution of such Disputed Amounts shall be submitted to an office in the United States of an impartial, nationally-recognized firm of independent certified public accountants, other than the Sellers’ accountants or the Purchaser's accountants, who the Sellers and the Purchaser shall appoint by mutual agreement (the “Arbitrator”). The Sellers’ Representative and Purchaser shall submit to the Arbitrator and exchange with each other in advance of the hearing a single figure representing the amount it believes should be awarded. The Arbitrator shall be limited to awarding only one of the two figures submitted. (ii) The Sellers’ Representative and Purchaser shall use their commercially reasonable efforts to cause the Arbitrator to render a decision in accordance with this Section 2.03(c) along with a statement of reasons therefor within 30 days of the submission of the Disputed Amounts, or a reasonable time thereafter, to the Arbitrator. The decision of the Arbitrator shall be final, binding and non-appealable upon each party hereto and the decision of the Arbitrator shall constitute an arbitral award that is final, binding and non‑appealable and upon which a judgment may be entered by a court having jurisdiction thereover. (iii) The Final Purchase Price shall be recalculated based upon the final determination (or deemed determination) of the Arbitrator with respect to the Disputed Amounts and the Final Purchase Price, as so recalculated, shall be deemed to be final and binding. (iv) If the Sellers’ Representative and Purchaser submit any Disputed Amounts to the Arbitrator for resolution, the Sellers’ Representative and Purchaser shall each pay their own costs and expenses incurred under this Section 2.03(c). The Sellers’ Representative shall be responsible for that fraction of the fees and costs of the Arbitrator where (A) the numerator is the absolute value of the difference between Sellers’ Representative’s aggregate position with respect to the Final Purchase Price and the Final Purchase Price as recalculated based upon Arbitrator’s final determination with respect to the Disputed Amounts and (B) the denominator is the absolute value of the difference between Sellers’ Representative’s aggregate position with respect to the Final Purchase Price and Purchaser’s aggregate position with respect to the Final Purchase Price, and Purchaser shall be responsible for the remainder of such fees and costs. (v) The Arbitrator shall act as an arbitrator to determine, based upon the provisions of this Section 2.03(c), only the Disputed Amounts and the determination of each amount of the Disputed Amounts shall be made in accordance with the procedures set forth in Section 2.04(a) hereof. (d) Upon the determination, in accordance with Section 2.03(b) or Section 2.03(c) hereof, of the Final Purchase Price, the Sellers’ Representative or Purchaser, as the case may be, shall make the payment required by subsections (i) or (ii) of this Section 2.03(d). The amount payable by the Sellers’ Representative or Purchaser pursuant to this Section 2.03(d) is referred to herein as the “Purchase Price Adjustment” and shall be treated as an adjustment to the purchase price for federal, state, local and foreign income Tax purposes: (i) If the Final Purchase Price is greater than the Initial Purchase Price, then the Purchaser shall pay to each of the Sellers their respective pro rata shares (as set forth in Annex 1) of the difference between the Final Purchase Price and the Initial Purchase Price within three (3) Business Days of the determination of the Final Purchase Price, such Purchase Price Adjustment to be paid by wire transfer of immediately available funds to such accounts designated by the Sellers’ Representative in writing to the Purchaser promptly after the final determination of the Final Purchase Price. (ii) If the Final Purchase Price is less than the Initial Purchase Price, then within three (3) Business Days after the determination of the Final Purchase Price each Seller shall pay or cause to be paid to the Purchaser their respective pro rata shares (as set forth in Annex 1) of the difference between the Final Purchase Price and the Initial Purchase Price, with such Purchase Price Adjustment to be paid by wire transfer in immediately available funds to an account designated by the Purchaser in writing to the Sellers’ Representative promptly after the final determination of the Final Purchase Price.

Determination of Purchase Price Adjustment. (a) Promptly Within 90 calendar days after the Closing Date, and in any event not later than sixty (60) Business Days following the Closing Date, the Purchaser Parent shall cause the Company to prepare and deliver to the SellersStockholders’ Representative a statement (the “Closing Statement”) setting forth the Purchaserin reasonable detail Parent’s good faith calculations calculation of the following items (each a “Closing Item”): (i) the amount Cash as of the Closing IndebtednessAdjustment Time (as finally determined pursuant to this Section 2.6, “Final Cash”); (ii) the amount Working Capital as of the Closing CashAdjustment Time (as finally determined pursuant to this Section 2.6, the “Final Working Capital”); (iii) the aggregate amount of Indebtedness of the Company Transaction Expensesand the Company Subsidiaries as of Closing (as finally determined pursuant to this Section 2.6, “Final Indebtedness”); (iv) the Closing Working Capitalaggregate amount of Transaction Expenses (as finally determined pursuant to this Section 2.6, the “Final Transaction Expenses”); and (v) the amount of the Working Capital Adjustment, (vi) the Sales Tax Holdback, and (vii) a resulting calculation of the Final Purchase Price Price. With respect to any Closing Item (and each line item thereof), the exchange rate of any currency other than U.S. Dollars shall be determined based on the amounts set forth in published Wall Street Journal rate on the Closing Statement. The date the Estimated Closing Statement shall be prepared in a manner consistent with the policies and principles used is delivered by the Company in connection with the preparation of the Financial Statements, consistently applied. Upon delivery of the Closing Statement by the Purchaser, the Purchaser shall cause the Company to provide the Sellers’ Representative and its Representatives with reasonable access, during normal business hours, to the Company’s accounting and other personnel and to the books and records of the Company, as the case may be, and any other document or information reasonably requested by the Sellers’ Representative, in order to allow the Sellers’ Representative and its Representatives to verify the accuracy of the Closing StatementParent. (b) In the event that the Sellers’ Representative does not object to the Closing Statement by written notice of objection (the “Notice of Objection”) delivered to Purchaser within 30 Business Days From and after the SellersStockholders’ Representative’s receipt of the Closing StatementStatement until the Closing Items are finally determined pursuant to this Section 2.6, the recalculation of the Initial Purchase Price pursuant Stockholders’ Representative, its Affiliates and their auditors, accountants and other Representatives shall be permitted reasonable access to the Closing Statement shall be deemed final Surviving Corporation, its Subsidiaries and binding. A Notice of Objection under this Section 2.03(b) hereof shall set forth their auditors, accountants, personnel, books and records and any other documents or information reasonably requested by the Stockholders’ Representative (including the information, data and work papers used by auditors or accountants that assisted in reasonable detail the Sellers’ Representative’s alternative calculations of (i) as applicable, (A) the amount preparation of the Closing Indebtedness, (B) the amount of the Closing Cash, (C) the Company Transaction Expenses, and/or (D) the Closing Working Capital and the Working Capital Adjustment calculated by reference thereto and (ii) a recalculation of the Final Purchase Price based on such applicable alternative calculationsItems). (c) If the SellersThe Stockholders’ Representative delivers a Notice of Objection to the Purchaser within the thirty (30) Business Day period referred to in Section 2.03(b) hereof, then any element shall have 30 calendar days after its receipt of the Closing Statement that is not in dispute on (the date such Notice “Review Period”) within which to review Parent’s calculation of Objection is given shall be treated as final and binding and the Closing Items. If the Stockholders’ Representative disputes any dispute (all such amountsof the Closing Items, the Stockholders’ Representative shall notify Parent in writing of its objection to such Closing Item(s) within the Review Period, together with a description of the basis for and dollar amount of such disputed items (to the extent reasonably possible) (a “Disputed AmountsDispute Notice”) shall be resolved ). The Closing Items, as set forth in this Section 2.03(c): (i) The Sellersthe Closing Statement, shall become final, conclusive and binding on the Parties unless the Stockholders’ Representative and Purchaser shall promptly endeavor in good faith delivers to resolve Parent a Dispute Notice within the Disputed Amounts listed Review Period. If the Stockholders’ Representative timely delivers a Dispute Notice, any amounts on the Closing Statement not objected to by the Stockholders’ Representative in the Dispute Notice of Objection. If a written agreement determining the Disputed Amounts has not been reached within 10 Business Days (or such longer period by Parent as may be agreed a result of the items disputed by the SellersStockholders’ Representative in any such Dispute Notice) shall be final, conclusive and Purchaser) after binding on the date of receipt by Purchaser from SellersParties, and Parent and the Stockholders’ Representative of the Notice of Objectionshall, the resolution within 30 calendar days following Parent’s receipt of such Disputed Amounts shall be submitted to an office in the United States of an impartial, nationally-recognized firm of independent certified public accountants, other than the Sellers’ accountants or the Purchaser's accountants, who the Sellers and the Purchaser shall appoint by mutual agreement Dispute Notice (the “ArbitratorResolution Period”). The Sellers’ Representative and Purchaser shall submit to the Arbitrator and exchange with each other in advance of the hearing a single figure representing the amount it believes should be awarded. The Arbitrator shall be limited to awarding only one of the two figures submitted. (ii) The Sellers’ Representative and Purchaser shall , use their commercially reasonable efforts to cause attempt to resolve in writing their differences with respect to the Arbitrator matters set forth in the Dispute Notice (and any matters with respect to render the Closing Items which Parent is disputing as a decision in accordance with this Section 2.03(c) along with a statement of reasons therefor within 30 days result of the submission matters set forth in the Dispute Notice, or any disputed matters arising out of the Disputed Amounts, or a reasonable time thereafter, to the Arbitrator. The decision of the Arbitrator foregoing) and any such resolution shall be final, conclusive and binding and non-appealable upon on the Parties. If, at the conclusion of the Resolution Period, any amounts remain in dispute, then each party hereto of Parent and the decision Stockholders’ Representative shall submit all items remaining in dispute to a nationally or regionally recognized accounting firm mutually acceptable to Parent and the Stockholders’ Representative (the “Valuation Firm”) for resolution by delivering within 15 calendar days after the expiration of the Arbitrator shall constitute an arbitral award that is final, binding and non‑appealable and upon which a judgment may be entered by a court having jurisdiction thereover. (iii) The Final Purchase Price shall be recalculated based upon Resolution Period to the final determination (or deemed determination) of the Arbitrator Valuation Firm their written position with respect to such items remaining in dispute. The fees and expenses of the Disputed Amounts Valuation Firm pursuant to this Section 2.6 shall be divided equally between Parent and the Final Purchase Price, as so recalculated, shall be deemed to be final and binding. (iv) If the SellersStockholders’ Representative and Purchaser submit any Disputed Amounts to (it being understood that the Arbitrator for resolution, the Sellers’ Representative and Purchaser shall each pay their own costs and expenses incurred under this Section 2.03(c). The SellersStockholders’ Representative shall be responsible for that fraction entitled to pay all such fees out of the fees Expense Holdback Amount). The Valuation Firm shall determine, based solely on the submissions by the Stockholders’ Representative and costs of Parent, and not by independent review, only those issues set forth in the Arbitrator where (A) Dispute Notice that remain in dispute and shall determine a value for any such disputed item which is equal to or between the numerator is final values proposed by Parent and the absolute value of Stockholders’ Representative in their respective submissions. The Parties shall request that the difference between Sellers’ Representative’s aggregate position Valuation Firm make a decision with respect to all disputed items within 30 calendar days after the Final Purchase Price submissions of the Parties, and the Final Purchase Price in any event as recalculated based upon Arbitrator’s promptly as practicable. The final determination with respect to the Disputed Amounts and (B) the denominator is the absolute value of the difference between Sellers’ Representative’s aggregate position with respect to the Final Purchase Price and Purchaser’s aggregate position with respect to the Final Purchase Price, and Purchaser all dispute items shall be responsible for the remainder of such fees and costs. (v) The Arbitrator shall act as an arbitrator to determine, based upon the provisions of this Section 2.03(c), only the Disputed Amounts and the determination of each amount of the Disputed Amounts shall be made in accordance with the procedures set forth in Section 2.04(a) hereofa written statement by the Valuation Firm delivered to Parent and the Stockholders’ Representative and shall be final, conclusive and binding on Parent, the Stockholders’ Representative and the Equityholders. Parent and the Stockholders’ Representative shall promptly execute any reasonable engagement letter requested by the Valuation Firm and shall each cooperate fully with the Valuation Firm, including by providing the information, data and work papers used by each Party to prepare and/or calculate the Closing Items, making its personnel and accountants available to explain any such information, data or work papers, so as to enable the Valuation Firm to make such determination as quickly and as accurately as practicable. (d) Upon the determination, in accordance with Section 2.03(b) or Section 2.03(c) hereof, of the Final Purchase Price, the Sellers’ Representative or Purchaser, as the case may be, shall make the payment required by subsections (i) or (ii) of this Section 2.03(d). The amount payable by the Sellers’ Representative or Purchaser pursuant to this Section 2.03(d) is referred to herein as the “Purchase Price Adjustment” and shall be treated as an adjustment to the purchase price for federal, state, local and foreign income Tax purposes: (i) If the Final Purchase Price is greater than the Initial Purchase PricePrice (such excess amount, then the Purchaser shall pay to each of the Sellers their respective pro rata shares (as set forth in Annex 1) of the difference between the Final Purchase Price and the Initial Purchase Price “Excess Amount”), then, within three (3) Business Days of the determination of after the Final Purchase PricePrice is finally determined pursuant to this Section 2.6, such Purchase Price Adjustment (i) Parent shall pay (without interest) to be paid the Paying Agent an aggregate amount equal to the Excess Amount and instruct the Paying Agent to pay (without interest) to the Equityholders, by wire transfer of immediately available funds to the Equityholder’s account set forth in the Funds Flow, the aggregate portion of the Excess Amount that such accounts designated by Equityholder is entitled in accordance with Section 2.6(g) and (ii) the SellersStockholders’ Representative in writing and Parent shall deliver joint written instructions to the Purchaser promptly after Escrow Agent instructing the final determination of Escrow Agent to release the Final Purchase PriceEscrow Amount. (iie) If the Final Purchase Price is less than the Initial Purchase PricePrice (such shortfall amount, then the “Shortfall Amount”), the Stockholders’ Representative and Parent shall, within three (3) Business Days after following the determination of the Final Purchase Price each Seller shall pay or cause Closing Items pursuant to be paid this Section 2.6, deliver joint written instructions to the Purchaser their respective pro rata shares (as set forth in Annex 1) of Escrow Agent instructing the difference between Escrow Agent to deliver to Parent from the Final Purchase Price and Escrow Amount, the Initial Purchase Price, with such Purchase Price Adjustment to be paid Shortfall Amount by wire transfer in of immediately available funds to an account one or more accounts designated by Parent. If the Purchaser in writing Shortfall Amount is less than the Escrow Amount then the Stockholders’ Representative and Parent shall, within three (3) Business Days following the determination of the Closing Items pursuant to this Section 2.6, deliver joint written instructions to the SellersEscrow Agent instructing the Escrow Agent to deliver to the Paying Agent (for further payment to the Equityholders pursuant to Section 2.6(g)) an aggregate amount equal to the Escrow Amount plus any interest accrued thereon minus the Shortfall Amount. (f) Unless the Stockholders’ Representative promptly after determines otherwise, on the final determination first anniversary of the Closing Date, the Stockholders’ Representative shall pay to the Paying Agent (for further payment to the Equityholders pursuant to Section 2.6(g)) an aggregate amount equal to the remaining Expense Holdback Amount. (g) All amounts payable to the Equityholders pursuant to this Section 2.6 shall be paid as if such amounts had been included in the Closing Merger Consideration; provided that any amounts payable to the Option Holders shall be paid net of the applicable withholding amount pursuant to Section 2.5, in each case, as determined by the Stockholders’ Representative. (h) Any payments made pursuant to this Section 2.6 shall be deemed an adjustment to the Final Purchase Price.

Determination of Purchase Price Adjustment. (a) Promptly after the Closing Date, and in any event not later than sixty (60) Business Days Within 15 days following the Closing DateCLOSING DATE, the Purchaser Seller shall cause the Company to prepare and deliver to the Sellers’ Representative Purchaser a statement balance sheet of Company as at the close of business on June 30, 2000 (the “Closing Statement”) setting forth the Purchaser’s good faith calculations of (i) the amount of the Closing Indebtedness, (ii) the amount of the Closing Cash, (iii) the Company Transaction Expenses, (iv) the Closing Working Capital, (v) the amount of the Working Capital Adjustment, (vi) the Sales Tax Holdback, and (vii) a calculation of the Final Purchase Price based on the amounts set forth in the Closing Statement"CLOSING BALANCE SHEET"). The Closing Statement Balance Sheet shall be based upon the books and records of Company, shall be prepared in accordance with GAAP applied on a manner basis consistent with that of the policies preceding fiscal year, except as described on SCHEDULE 2.3(a) and principles used shall present fairly the financial position of Company as at June 30, 2000. PURCHASE PRICE ADJUSTMENT shall be the difference between the Tangible Book Value ("TANGIBLE BOOK VALUE") on the Closing Balance Sheet and $7.6 million, less $652,000. SCHEDULE 2.3(a) contains a description of certain accounting adjustments to be made (or not made as the case may be) in preparation of the Closing Balance Sheet. Notwithstanding the fact that the Closing Balance Sheet shall show intercompany loans payable by Company to Seller, such intercompany loans shall be forgiven by Seller and therefore will not be included in calculating Tangible Book Value. (b) The Purchaser and Purchaser's regular independent public accountants, Ernst & Young LLP ("Purchaser's Accountants"), shall have the Company opportunity to examine the work papers, schedules and other documents prepared or reviewed by Seller in connection with the preparation of the Financial Statements, consistently appliedCLOSING BALANCE SHEET and of the Purchase Price Adjustment referred to in subparagraph (a) hereof and consult with those individuals involved in the preparation of the CLOSING BALANCE SHEET. Upon The Purchaser shall have a period of forty (40) days after delivery of the Closing Statement by CLOSING BALANCE SHEET and the Purchaser, Purchase Price Adjustment to present in writing to Seller any objections the Purchaser shall cause the Company may have to provide the Sellers’ Representative and its Representatives with reasonable access, during normal business hours, to the Company’s accounting and other personnel and to the books and records any of the Companymatters set forth therein, as the case may be, and any other document or information reasonably requested by the Sellers’ Representative, in order to allow the Sellers’ Representative and its Representatives to verify the accuracy of the Closing Statement. (b) In the event that the Sellers’ Representative does not object to the Closing Statement by written notice of objection (the “Notice of Objection”) delivered to Purchaser within 30 Business Days after the Sellers’ Representative’s receipt of the Closing Statement, the recalculation of the Initial Purchase Price pursuant to the Closing Statement which objections shall be deemed final and binding. A Notice of Objection under this Section 2.03(b) hereof shall set forth in reasonable detail the Sellers’ Representative’s alternative calculations of (i) as applicable, (A) the amount of the Closing Indebtedness, (B) the amount of the Closing Cash, (C) the Company Transaction Expenses, and/or (D) the Closing Working Capital and the Working Capital Adjustment calculated by reference thereto and (ii) a recalculation of the Final Purchase Price based on detail. If no objections are raised within such applicable alternative calculations. (c) If the Sellers’ Representative delivers a Notice of Objection to the Purchaser within the thirty (30) Business Day period referred to in Section 2.03(b) hereof, then any element of the Closing Statement that is not in dispute on the date such Notice of Objection is given shall be treated as final and binding and any dispute (all such amounts40-day period, the “Disputed Amounts”) shall be resolved as set forth in this Section 2.03(c): (i) The Sellers’ Representative and Purchaser shall promptly endeavor in good faith to resolve the Disputed Amounts listed in the Notice of Objection. If a written agreement determining the Disputed Amounts has not been reached within 10 Business Days (or such longer period as may be agreed by the Sellers’ Representative and Purchaser) after the date of receipt by Purchaser from Sellers’ Representative of the Notice of Objection, the resolution of such Disputed Amounts shall be submitted to an office in the United States of an impartial, nationally-recognized firm of independent certified public accountants, other than the Sellers’ accountants or the Purchaser's accountants, who the Sellers and the Purchaser shall appoint by mutual agreement (the “Arbitrator”). The Sellers’ Representative and Purchaser shall submit to the Arbitrator and exchange with each other in advance of the hearing a single figure representing the amount it believes should be awarded. The Arbitrator shall be limited to awarding only one of the two figures submitted. (ii) The Sellers’ Representative and Purchaser shall use their commercially reasonable efforts to cause the Arbitrator to render a decision in accordance with this Section 2.03(c) along with a statement of reasons therefor within 30 days of the submission of the Disputed Amounts, or a reasonable time thereafter, to the Arbitrator. The decision of the Arbitrator shall be final, binding and non-appealable upon each party hereto and the decision of the Arbitrator shall constitute an arbitral award that is final, binding and non‑appealable and upon which a judgment may be entered by a court having jurisdiction thereover. (iii) The Final Purchase Price shall be recalculated based upon the final determination (or deemed determination) of the Arbitrator with respect to the Disputed Amounts and the Final Purchase Price, as so recalculated, shall be deemed to be final and binding. (iv) If the Sellers’ Representative and Purchaser submit any Disputed Amounts to the Arbitrator for resolution, the Sellers’ Representative and Purchaser shall each pay their own costs and expenses incurred under this Section 2.03(c). The Sellers’ Representative shall be responsible for that fraction of the fees and costs of the Arbitrator where (A) the numerator is the absolute value of the difference between Sellers’ Representative’s aggregate position with respect to the Final Purchase Price and the Final Purchase Price as recalculated based upon Arbitrator’s final determination with respect to the Disputed Amounts and (B) the denominator is the absolute value of the difference between Sellers’ Representative’s aggregate position with respect to the Final Purchase Price and Purchaser’s aggregate position with respect to the Final Purchase Price, and Purchaser shall be responsible for the remainder of such fees and costs. (v) The Arbitrator shall act as an arbitrator to determine, based upon the provisions of this Section 2.03(c), only the Disputed Amounts CLOSING BALANCE SHEET and the determination of each amount of the Disputed Amounts PURCHASE PRICE ADJUSTMENT shall be made in accordance with deemed accepted and approved by the procedures set forth in Section 2.04(a) hereof. (d) Upon Purchaser and by the determination, in accordance with Section 2.03(b) or Section 2.03(c) hereof, of Seller and payment to either the Final Purchase Price, the Sellers’ Representative Seller or Purchaser, as the case may be, shall make be made no later than the payment required by subsections fifth (i5th) business day following the expiration of such 40-day period. If the Purchaser shall raise any objections within the aforesaid 40-day period, Seller and Purchaser shall attempt to resolve the matter or (ii) of this Section 2.03(d)matters in dispute. The amount payable If such dispute cannot be resolved by the Sellers’ Representative or Purchaser pursuant to this Section 2.03(dand the Seller within forty (40) is referred to herein as days after the “delivery of the CLOSING BALANCE SHEET and the Purchase Price Adjustment” and shall be treated as an adjustment to the purchase price for federal, state, local and foreign income Tax purposes: (i) If the Final Purchase Price is greater than the Initial Purchase Price, then the specific matter in dispute shall be submitted to Deloitte & Touche, or, if such firm declines to act in such capacity, such other firm of independent public accountants mutually acceptable to the Purchaser shall pay to each of the Sellers their respective pro rata shares (as set forth in Annex 1) of the difference between the Final Purchase Price and the Initial Purchase Price Seller, which firm shall make a final and binding determination as to such matter or matters within three sixty (360) Business Days days of their receipt thereof. Deloitte & Touche shall send its written determination as to the determination correct PURCHASE PRICE ADJUSTMENT to the Purchaser and the Seller. Payment to either the Seller or Purchaser, as the case may be shall then take place no later than five (5) business days following the receipt of such document by the Final Purchase Price, such Purchase Price Adjustment to be paid Purchaser and the Seller by wire transfer of immediately available funds to such accounts designated by the Sellers’ Representative in writing to the Purchaser promptly after the final determination of the Final Purchase Price. (ii) If the Final Purchase Price is less than the Initial Purchase Price, then within three (3) Business Days after the determination of the Final Purchase Price each Seller shall pay or cause to be paid to the Purchaser their respective pro rata shares (as set forth in Annex 1) of the difference between the Final Purchase Price and the Initial Purchase Price, with such Purchase Price Adjustment to be paid by wire transfer in immediately available funds to an account designated by the Purchaser recipient. The parties agree to cooperate with each other and each other's authorized representatives and with Deloitte & Touche in writing to the Sellers’ Representative promptly after the order that any and all matters in dispute shall be resolved as soon as practicable and that a final determination of the Final Purchase PricePURCHASE PRICE ADJUSTMENT shall be made. The determination of Deloitte & Touche shall be binding upon the parties. (c) PURCHASE PRICE ADJUSTMENT will not be subject to the Deductible in Section 8.2(a). (d) The fees and expenses of Deloitte & Touche, or any other accounting firm selected by the Purchaser and the Seller to resolve disputes pursuant to subparagraph (b) above shall be paid one-half by the Purchaser and one-half by the Seller.

Determination of Purchase Price Adjustment. (a) Promptly after the Closing Date, and in any event not later than sixty thirty (6030) Business Days days following the Closing Date, the Purchaser shall cause the Company to prepare and deliver to the Sellers’ Representative Representative, in each case, as of 11:59 pm on the Business Day immediately prior to the Closing Date, (i) an unaudited consolidated balance sheet of the Company (the “Closing Balance Sheet”), and (ii) a statement (the “Closing Statement”) setting forth the Purchaser’s good faith calculations (the “Purchaser’s Proposed Calculations”) of (iA) the amount of the Closing Indebtedness, (iiB) the amount of any Company Transaction Expenses not otherwise paid by the Company prior to the Closing Date, deducted from the Initial Purchase Price or included in the calculation of the Closing Working Capital, (C) the amount of the Closing Cash, (iiiD) the Working Capital of the Company Transaction Expenses(the “Closing Working Capital”), (ivE) the amount, if any, by which the Target Working Capital differs from the Closing Working Capital, Capital (v) the amount of the “Working Capital Adjustment, (vi”) the Sales Tax Holdback, and (viiF) a calculation recalculation of the Final Initial Purchase Price based on such amounts and the amounts set forth in the Closing Statementprovisions of this Section 2.3(a). The Closing Statement Purchaser’s Proposed Calculations shall be prepared made in accordance with GAAP applied on a manner basis consistent with the Financial Statements and the policies and principles used by set forth in Section 1.1(b) of the Company Sellers Disclosure Letter and in connection the same manner and in accordance with the preparation same principles utilized in Section 2.2(a); in the event of any conflict between such principles and GAAP the principles set forth in Section 1.1(b) of the Financial Statements, consistently appliedSellers Disclosure Letter and the principles and procedures utilized in Section 2.2(a) shall control. Upon delivery of the Closing Statement Balance Sheet and Purchaser’s Proposed Calculations by the Purchaser, the Purchaser shall cause the Company to provide the Sellers’ Representative and its Representatives with reasonable access, during normal business hours, access to the Company’s auditors and accounting and other personnel and to the books and records of the Company, as the case may be, and any other document or information reasonably requested by the Sellers’ Representative, in order to allow the Sellers’ Representative and its Representatives to verify determine if Sellers’ Representative agrees with the accuracy determination by Purchaser of the Closing StatementPurchaser’s Proposed Calculations. (b) In the event that the Sellers’ Representative does not object to the Closing Statement Balance Sheet or Purchaser’s Proposed Calculations by written notice of objection (the “Notice of Objection”) delivered to Purchaser within 30 Business Days thirty (30) days after the Sellers’ Representative’s receipt of the Closing StatementBalance Sheet and Purchaser’s Proposed Calculations, the recalculation of the Initial Purchase Price pursuant to the Closing Statement Purchaser’s Proposed Calculations shall be deemed final and binding. A Notice of Objection under this Section 2.03(b2.3(b) hereof shall set forth in reasonable detail the Sellers’ Representative’s alternative calculations of (i) as applicable, (A) the amount of the Closing Indebtedness, (Bii) the amount of any Company Transaction Expenses not otherwise paid by the Company on or prior to the Closing Date, deducted from the Initial Purchase Price or included in Purchaser’s Proposed Calculations, (iii) the amount of the Closing Cash, (C) the Company Transaction Expenses, and/or (Div) the Closing Working Capital and the Working Capital Adjustment calculated by reference thereto and (iiv) a recalculation of the Final Initial Purchase Price based on such applicable alternative calculationsamounts. (c) If the Sellers’ Representative delivers a Notice of Objection to the Purchaser within the thirty (30) Business Day day period referred to in Section 2.03(b) hereof2.3(b), then (i) any element amount of the Closing Statement adjustment to the Initial Purchase Price (or other amount subject hereto) that is not in dispute on the date such Notice of Objection is given shall be treated as final and binding and (ii) any dispute (all such disputed amounts, the “Disputed Amounts”) shall be resolved as set forth in this Section 2.03(c):follows: (i) The Sellers’ Representative and Purchaser shall promptly endeavor in good faith to resolve the Disputed Amounts listed in the Notice of Objection. If In the event that a written agreement determining the Disputed Amounts has not been reached within 10 twenty (20) Business Days (or such longer period as may be agreed by the Sellers’ Representative and Purchaser) after the date of receipt by Purchaser from Sellers’ Representative of the Notice of Objection, the resolution of such Disputed Amounts shall be submitted to an office in the United States of an impartial, nationally-recognized firm of independent certified public accountants, other than the Sellers’ accountants or the Purchaser's accountants, who the Sellers and the Purchaser shall appoint by mutual agreement Deloitte & Touche LLP (the “Arbitrator”). The Sellers’ Representative and Purchaser shall submit to the Arbitrator and exchange with each other in advance of the hearing a single figure representing the amount it believes should be awarded. The Arbitrator shall be limited to awarding only one of the two figures submitted.; (ii) The Sellers’ Representative and Purchaser shall use their commercially reasonable efforts to cause the Arbitrator to render a decision in accordance with this Section 2.03(c2.3(c) along with a statement of reasons therefor within 30 thirty (30) days of the submission of the Disputed Amounts, or a reasonable time thereafter, to the Arbitrator. The decision of the Arbitrator shall be final, final and binding and non-appealable upon each party hereto and the decision of the Arbitrator shall constitute an arbitral award that is final, binding and non‑appealable non-appealable and upon which a judgment may be entered by a court having jurisdiction thereover.; (iii) The Final Purchase Price shall be recalculated based upon in the final determination (or deemed determination) of the Arbitrator with respect to the Disputed Amounts and the Final Purchase Price, as so recalculated, shall be deemed to be final and binding. (iv) If the event Sellers’ Representative and Purchaser submit any Disputed Amounts to the Arbitrator for resolution, the Sellers’ Representative Sellers and Purchaser shall each pay their own costs and expenses incurred under this Section 2.03(c2.3(c). The Sellers’ Representative Sellers shall be responsible for that fraction of the fees and costs of the Arbitrator where equal to (A1) the numerator is the absolute value of the difference between Sellers’ Representative’s aggregate position with respect to the Final Purchase Price Disputed Amounts and the Final Purchase Price as recalculated based upon Arbitrator’s final determination with respect to the Disputed Amounts and over (B2) the denominator is the absolute value of the difference between Sellers’ Representative’s aggregate position with respect to the Final Purchase Price Disputed Amounts and Purchaser’s aggregate position with respect to the Final Purchase PriceDisputed Amounts, and Purchaser shall be responsible for the remainder of such fees and costs.; and (viv) The the Arbitrator shall act as an arbitrator to determine, based upon the provisions of this Section 2.03(c2.3(c), only the Disputed Amounts and the determination of each amount of the Disputed Amounts shall be made in accordance with the procedures set forth in Section 2.04(a2.2(a) hereofand, in any event shall be no less than the lesser of the amount claimed by either Sellers’ Representative or Purchaser, and shall be no greater than the greater of the amount claimed by either Sellers’ Representative or Purchaser. (d) Upon the determination, in accordance with Section 2.03(b2.3(b) or Section 2.03(c2.3(c), of the final calculations of the amounts of the Closing Indebtedness, the Company Transaction Expenses not otherwise paid by the Company prior to the Closing Date, deducted from the Initial Purchase Price or included in Purchaser’s Proposed Calculation of the Closing Working Capital, the Closing Cash, the Closing Working Capital and the Working Capital Adjustment calculated by reference thereto and in accordance with Section 2.3(a), the Initial Purchase Price shall be recalculated using such finally determined amounts in lieu of the amounts used in the Closing Statement. The term “Final Purchase Price” means the result of such recalculation of the Initial Purchase Price, and, for the avoidance of doubt, shall not include the Purchase Price Escrow Amount. If the Final Purchase Price is greater than the Initial Purchase Price, then Purchaser shall be obligated to (i) hereofpay to Sellers’ Representative, on behalf of Sellers, such deficiency at least two (2) Business Days, but not more than seven (7) Business Days, after the determination of the Final Purchase Price and (ii) take all actions required pursuant to Section 2.2(g) to disburse to Sellers and the EOIP Holders the Purchase Price Escrow Amount. If the Final Purchase Price is less than the Initial Purchase Price, then Sellers’ Representative, on behalf of Sellers, shall be obligated to pay to Purchaser such deficiency at least two (2) Business Days, but not more than seven (7) Business Days, after the determination of the Final Purchase Price, the Sellers’ Representative or Purchaser, as the case may be, shall make the payment required by subsections (i) or (ii) of this Section 2.03(d). The amount payable by the Sellers’ Representative Representative, on behalf of Sellers, or Purchaser pursuant to this Section 2.03(d2.3(d) is referred to herein as the “Purchase Price Adjustment” and shall be treated as an adjustment to the purchase price such for federalFederal, state, local and foreign income Tax tax purposes: (i) If the Final Purchase Price is greater than the Initial Purchase Price, then the Purchaser shall pay to each of the Sellers their respective pro rata shares (as set forth in Annex 1) of the difference between the Final Purchase Price and the Initial Purchase Price within three (3) Business Days of the determination of the Final Purchase Price, such Purchase Price Adjustment to be paid by wire transfer of immediately available funds to such accounts designated by the Sellers’ Representative in writing to the Purchaser promptly after the final determination of the Final Purchase Price. (ii) If the Final Purchase Price is less than the Initial Purchase Price, then within three (3) Business Days after the determination of the Final Purchase Price each Seller shall pay or cause to be paid to the Purchaser their respective pro rata shares (as set forth in Annex 1) of the difference between the Final Purchase Price and the Initial Purchase Price, with such Purchase Price Adjustment to be paid by wire transfer in immediately available funds to an account designated by the Purchaser in writing to the Sellers’ Representative promptly after the final determination of the Final Purchase Price.

Determination of Purchase Price Adjustment. (a) Promptly after the Closing Date, and in any event not later than sixty ninety (6090) Business Days days following the Closing Date, the Purchaser shall prepare or shall cause the Company to prepare and deliver to Seller (i) an unaudited consolidated balance sheet of the Sellers’ Representative Company as of 11:59 P.M. on the Business Day immediately prior to the Closing Date (the “Closing Balance Sheet”), and (ii) a statement (the “Closing Statement”) setting forth the Purchaser’s good faith calculations of (iA) the amount of the Closing Indebtedness, (iiB) the amount of the Closing Cash, (iiiC) the amount of the Company Transaction Expenses, (ivD) the amount of Closing Working Capital, (vE) the amount of the Working Capital Adjustment, (viF) the Sales Tax Holdback, amount of the Target Working Capital and (viiG) a calculation of the Final Purchase Price based on the amounts set forth in the Closing Statement. For purposes of preparing the Closing Statement, Purchaser shall make a physical count of the Inventory (the “Inventory Count”) and determine the actual Inventory Value less the Inventory Adjustment, in each case, calculated as of 11:59 P.M. on the Business Day immediately preceding the Closing Date in accordance with Annex C. Seller and its accountants (and other representatives) shall have the right to be physically present during, participate in and monitor the Inventory Count. The Closing Statement shall be prepared in a manner consistent with the policies and principles used by the Company Seller in connection with the preparation of the Audited Financial Statements, consistently applied. applied and Annex C. Upon delivery of the Closing Statement by the Purchaser, the Purchaser shall cause the Company to provide the Sellers’ Representative Seller and its Representatives with reasonable access, during normal business hours, to the Company’s accounting and other personnel and to the books and records of the Company, as the case may be, and any other document or information reasonably requested by the Sellers’ Representative, in order Seller necessary to allow the Sellers’ Representative Seller and its Representatives to verify the accuracy of the Closing Statement. (b) In the event that the Sellers’ Representative Seller does not object to the Closing Balance Sheet or Closing Statement by written notice of objection (the “Notice of Objection”) delivered to Purchaser within 30 Business Days forty-five (45) days after the Sellers’ RepresentativeSeller’s receipt of the Closing Balance Sheet and the Closing Statement, the recalculation of the Initial Purchase Price pursuant to the Closing Statement shall be deemed final and binding. A Notice of Objection under this Section 2.03(b) hereof shall set forth in reasonable detail the Sellers’ RepresentativeSeller’s alternative calculations of (i) as applicable, (A) the amount of the Closing Indebtedness, (Bii) the amount of the Closing Cash, (Ciii) the amount of any Company Transaction Expenses, and/or (Div) the Closing Working Capital and (including the Inventory Value), (v) the Working Capital Adjustment calculated by reference thereto and (iivi) a recalculation of the Final Initial Purchase Price based on such applicable alternative calculationsamounts. (c) If the Sellers’ Representative Seller delivers a Notice of Objection to the Purchaser within the thirty forty-five (3045) Business Day day period referred to in Section 2.03(b) hereof2.3(b), then any element of the Closing Statement that is not in dispute on the date such Notice of Objection is given shall be treated as final and binding and any dispute (all such disputed amounts, the “Disputed Amounts”) shall be resolved as set forth in this Section 2.03(c):follows: (i) The Sellers’ Representative Seller and Purchaser shall promptly endeavor in good faith to resolve the Disputed Amounts listed in the Notice of Objection. If In the event that a written agreement determining the Disputed Amounts has not been reached within 10 ten (10) Business Days (or such longer period as may be agreed by the Sellers’ Representative Seller and Purchaser) after the date of receipt by Purchaser from Sellers’ Representative Seller of the Notice of Objection, the resolution of such Disputed Amounts shall be submitted to an office in the United States of an impartial, nationally-recognized firm of independent certified public accountants, other than the Sellers’ accountants or the Purchaser's accountants, who the Sellers and the Purchaser shall appoint by mutual agreement Deloitte (the “Arbitrator”). The Sellers’ Representative and Purchaser shall submit to the Arbitrator and exchange with each other in advance of the hearing a single figure representing the amount it believes should be awarded. The Arbitrator shall be limited to awarding only one of the two figures submitted.; (ii) The Sellers’ Representative Seller and Purchaser shall use their commercially reasonable efforts to cause the Arbitrator to render a decision in accordance with this Section 2.03(c2.3(c) along with a statement of reasons therefor within 30 thirty (30) days of the submission of the Disputed Amounts, or a reasonable time thereafter, to the Arbitrator. The decision of the Arbitrator shall be final, final and binding and non-appealable upon each party hereto and the decision of the Arbitrator shall constitute an arbitral award that is final, binding and non‑appealable non-appealable and upon which a judgment may be entered by a court having jurisdiction thereover.; (iii) The the Final Purchase Price shall be recalculated based upon the final determination (or deemed determination) of the Arbitrator with respect to the Disputed Amounts and the Final Purchase Price, as so recalculated, shall be deemed to be final and binding.; (iv) If in the Sellers’ Representative event Seller and Purchaser submit any Disputed Amounts to the Arbitrator for resolution, the Sellers’ Representative Seller and Purchaser shall each pay their own costs and expenses incurred under this Section 2.03(c2.3(c). The Sellers’ Representative Seller shall be responsible for that fraction of the fees and costs of the Arbitrator where (A1) the numerator is the absolute value of the difference between Sellers’ RepresentativeSeller’s aggregate position with respect to the Final Purchase Price and the Final Purchase Price as recalculated based upon Arbitrator’s final determination with respect to the Disputed Amounts and (B2) the denominator is the absolute value of the difference between Sellers’ RepresentativeSeller’s aggregate position with respect to the Final Purchase Price and Purchaser’s aggregate position with respect to the Final Purchase Price, and Purchaser shall be responsible for the remainder of such fees and costs.; and (v) The the Arbitrator shall act as an arbitrator to determine, based upon the provisions of this Section 2.03(c2.3(c), only the Disputed Amounts and the determination of each amount of the Disputed Amounts shall be made in accordance with the procedures set forth in Section 2.04(a2.3(a). The Arbitrator shall only decide the specific items under dispute by the parties and if (A) hereofthe Arbitrator’s determination of any Disputed Amount is less than the lesser of the amounts claimed by either Seller or Purchaser, then such disputed amount shall be deemed to be the lesser of the amounts claimed by either Seller or Purchaser or (B) the Arbitrator’s determination of any Disputed Amount is more than the greater of the amounts claimed by either Seller or Purchaser, then such disputed amount shall be deemed to be the greater of the amounts claimed by either Seller or Purchaser. (d) Upon the determination, in accordance with Section 2.03(b2.3(b) or Section 2.03(c) hereof2.3(c), of the Final Purchase Price, the Sellers’ Representative Seller or Purchaser, as the case may be, shall make the payment required by subsections (i) or (ii) of this Section 2.03(d2.3(d). The amount payable by the Sellers’ Representative Seller or Purchaser pursuant to this Section 2.03(d2.3(d) is referred to herein as the “Purchase Price Adjustment” and shall be treated as an adjustment to the purchase price for federal, state, local and foreign income Tax purposes:.” (i) If the Final Purchase Price is greater than the Initial Purchase Price, then the Purchaser shall pay to each of the Sellers their respective pro rata shares (as set forth in Annex 1) of the difference between the Final Purchase Price and the Initial Purchase Price within three (3) Business Days of after the determination of the Final Purchase Price, such Purchase Price Adjustment (A) Purchaser and Seller shall deliver a joint written instruction to be paid the Escrow Agent directing the Escrow Agent to pay Seller, by bank wire transfer of immediately available funds funds, to such accounts an account designated by the Sellers’ Representative in writing by Seller, an amount in cash equal to the Purchase Price Escrow Amount (together with any interest earned thereon) and (B) Purchaser promptly after shall pay to Seller, by bank wire transfer of immediately available funds, to an account designated in writing by Seller, an amount in cash equal to the final determination of the Final Purchase PricePrice Adjustment. (ii) If the Final Purchase Price is less than the Initial Purchase Price, then within three (3) Business Days after the determination of the Final Purchase Price, (A) Purchaser and Seller shall deliver a joint written instruction to the Escrow Agent directing the Escrow Agent to pay Purchaser, by bank wire transfer of immediately available funds, to an account designated in writing by Purchaser, an amount in cash equal to the Purchase Price each Adjustment (together with any interest earned thereon) out of the Purchase Price Escrow Amount, and (B) Purchaser and Seller shall direct the Escrow Agent to pay to Seller the remainder, if any, of the Purchase Price Escrow Amount (together with any interest earned thereon); provided, that if the Purchase Price Adjustment is greater than the Purchase Price Escrow Amount, then (C) Purchaser and Seller shall direct the Escrow Agent to pay to Purchaser the Purchase Price Escrow Amount (together with any interest earned thereon) and (D) Seller shall pay or cause to be paid Purchaser, by bank wire transfer of immediately available funds, to the Purchaser their respective pro rata shares (as set forth an account designated in Annex 1) of writing by Purchaser, an amount in cash equal to the difference between the Final Purchase Price and the Initial Purchase Price, with such Purchase Price Adjustment to be paid by wire transfer in immediately available funds to an account designated by and the Purchaser in writing to the Sellers’ Representative promptly after the final determination of the Final Purchase PricePrice Escrow Amount.

Determination of Purchase Price Adjustment. (a) Promptly after the Closing Date, and in any event not later than sixty thirty (6030) Business Days days following the last day of the month in which the Closing DateDate occurs, the Purchaser Surviving Corporation shall cause the Company to prepare and deliver to the SellersStockholders’ Representative Representatives (i) an unaudited consolidated balance sheet of the Company as of 11:59 P.M. on the Business Day immediately prior to the Closing Date (the “Closing Balance Sheet”), and (ii) a statement (the “Closing Statement”) setting forth the PurchaserSurviving Corporation’s good faith calculations (the “Surviving Corporation’s Proposed Calculations”) of (iA) the amount of the Closing Indebtedness, (iiB) the amount of any Company Transaction Expenses not otherwise paid by the Company prior to the Effective Time, deducted from the Initial Purchase Price or included in the calculation of the Closing Working Capital, (C) the amount of the Closing Cash, (iiiD) the Working Capital of the Company Transaction Expensesas of 11:59 P.M. on the Business Day immediately prior to the Closing Date (the “Closing Working Capital”), (ivE) the amount, if any, by which the Target Working Capital differs from the Closing Working Capital, Capital (v) the amount of the “Working Capital Adjustment, (vi”) the Sales Tax Holdback, and (viiF) a calculation recalculation of the Final Initial Purchase Price based on the amounts set forth in the Closing Statementsuch amounts. The Closing Statement Surviving Corporation’s Proposed Calculations shall be prepared made in accordance with GAAP applied on a manner basis consistent with the policies and principles used by the Company in connection with the preparation of the Financial Statements, consistently applied. Upon delivery of the Closing Statement Balance Sheet and the Surviving Corporation’s Proposed Calculations by the PurchaserSurviving Corporation, the Purchaser Surviving Corporation shall cause the Company to provide the SellersStockholders’ Representative Representatives and its their Representatives with reasonable access, during normal business hours, full access to the CompanySurviving Corporation’s auditors and accounting and other personnel and to the books and records of the Surviving Corporation, Merger Sub and the Company, as the case may be, and any other document or information reasonably requested by the SellersStockholders’ RepresentativeRepresentatives (including the workpapers of the Surviving Corporation’s auditors), in order to allow the SellersStockholders’ Representative Representatives and its their Representatives to verify the accuracy of determination by the Closing Statement. (b) In the event that the Sellers’ Representative does not object to the Closing Statement by written notice of objection (the “Notice of Objection”) delivered to Purchaser within 30 Business Days after the Sellers’ Representative’s receipt Surviving Corporation of the Closing Statement, the recalculation of the Initial Purchase Price pursuant to the Closing Statement shall be deemed final and binding. A Notice of Objection under this Section 2.03(b) hereof shall set forth in reasonable detail the Sellers’ RepresentativeSurviving Corporation’s alternative calculations of (i) as applicable, (A) the amount of the Closing Indebtedness, (B) the amount of the Closing Cash, (C) the Company Transaction Expenses, and/or (D) the Closing Working Capital and the Working Capital Adjustment calculated by reference thereto and (ii) a recalculation of the Final Purchase Price based on such applicable alternative calculationsProposed Calculations. (c) If the Sellers’ Representative delivers a Notice of Objection to the Purchaser within the thirty (30) Business Day period referred to in Section 2.03(b) hereof, then any element of the Closing Statement that is not in dispute on the date such Notice of Objection is given shall be treated as final and binding and any dispute (all such amounts, the “Disputed Amounts”) shall be resolved as set forth in this Section 2.03(c): (i) The Sellers’ Representative and Purchaser shall promptly endeavor in good faith to resolve the Disputed Amounts listed in the Notice of Objection. If a written agreement determining the Disputed Amounts has not been reached within 10 Business Days (or such longer period as may be agreed by the Sellers’ Representative and Purchaser) after the date of receipt by Purchaser from Sellers’ Representative of the Notice of Objection, the resolution of such Disputed Amounts shall be submitted to an office in the United States of an impartial, nationally-recognized firm of independent certified public accountants, other than the Sellers’ accountants or the Purchaser's accountants, who the Sellers and the Purchaser shall appoint by mutual agreement (the “Arbitrator”). The Sellers’ Representative and Purchaser shall submit to the Arbitrator and exchange with each other in advance of the hearing a single figure representing the amount it believes should be awarded. The Arbitrator shall be limited to awarding only one of the two figures submitted. (ii) The Sellers’ Representative and Purchaser shall use their commercially reasonable efforts to cause the Arbitrator to render a decision in accordance with this Section 2.03(c) along with a statement of reasons therefor within 30 days of the submission of the Disputed Amounts, or a reasonable time thereafter, to the Arbitrator. The decision of the Arbitrator shall be final, binding and non-appealable upon each party hereto and the decision of the Arbitrator shall constitute an arbitral award that is final, binding and non‑appealable and upon which a judgment may be entered by a court having jurisdiction thereover. (iii) The Final Purchase Price shall be recalculated based upon the final determination (or deemed determination) of the Arbitrator with respect to the Disputed Amounts and the Final Purchase Price, as so recalculated, shall be deemed to be final and binding. (iv) If the Sellers’ Representative and Purchaser submit any Disputed Amounts to the Arbitrator for resolution, the Sellers’ Representative and Purchaser shall each pay their own costs and expenses incurred under this Section 2.03(c). The Sellers’ Representative shall be responsible for that fraction of the fees and costs of the Arbitrator where (A) the numerator is the absolute value of the difference between Sellers’ Representative’s aggregate position with respect to the Final Purchase Price and the Final Purchase Price as recalculated based upon Arbitrator’s final determination with respect to the Disputed Amounts and (B) the denominator is the absolute value of the difference between Sellers’ Representative’s aggregate position with respect to the Final Purchase Price and Purchaser’s aggregate position with respect to the Final Purchase Price, and Purchaser shall be responsible for the remainder of such fees and costs. (v) The Arbitrator shall act as an arbitrator to determine, based upon the provisions of this Section 2.03(c), only the Disputed Amounts and the determination of each amount of the Disputed Amounts shall be made in accordance with the procedures set forth in Section 2.04(a) hereof. (d) Upon the determination, in accordance with Section 2.03(b) or Section 2.03(c) hereof, of the Final Purchase Price, the Sellers’ Representative or Purchaser, as the case may be, shall make the payment required by subsections (i) or (ii) of this Section 2.03(d). The amount payable by the Sellers’ Representative or Purchaser pursuant to this Section 2.03(d) is referred to herein as the “Purchase Price Adjustment” and shall be treated as an adjustment to the purchase price for federal, state, local and foreign income Tax purposes: (i) If the Final Purchase Price is greater than the Initial Purchase Price, then the Purchaser shall pay to each of the Sellers their respective pro rata shares (as set forth in Annex 1) of the difference between the Final Purchase Price and the Initial Purchase Price within three (3) Business Days of the determination of the Final Purchase Price, such Purchase Price Adjustment to be paid by wire transfer of immediately available funds to such accounts designated by the Sellers’ Representative in writing to the Purchaser promptly after the final determination of the Final Purchase Price. (ii) If the Final Purchase Price is less than the Initial Purchase Price, then within three (3) Business Days after the determination of the Final Purchase Price each Seller shall pay or cause to be paid to the Purchaser their respective pro rata shares (as set forth in Annex 1) of the difference between the Final Purchase Price and the Initial Purchase Price, with such Purchase Price Adjustment to be paid by wire transfer in immediately available funds to an account designated by the Purchaser in writing to the Sellers’ Representative promptly after the final determination of the Final Purchase Price.

Determination of Purchase Price Adjustment. (a) Promptly after the Closing Date, and in any event not later than sixty (60) Business Days days following the Closing Date, the Purchaser Surviving Corporation shall cause the Company to prepare and deliver to the SellersStockholders’ Representative (i) a consolidated balance sheet of the Company as of the Closing Date (the “Closing Balance Sheet”), (ii) a statement (the “Closing Working Capital Statement”) setting forth the Purchaser’s good faith calculations of (i) the amount Working Capital of the Closing Indebtedness, (ii) the amount Company as of the close of business on the Closing Cash, Date (iii) the Company Transaction Expenses, (iv) the “Closing Working Capital”), (v) the amount of the Working Capital Adjustment, (vi) the Sales Tax Holdback, and (vii) which shall include a calculation of the Final Purchase Price based difference (positive or negative) between the Estimated Working Capital and the Closing Working Capital and (iii) as statement (the “Closing Cash Statement”) setting forth the Cash of the Company as of the close of business on the amounts set forth in Closing Date, which shall include a calculation of the difference (positive or negative) between the Estimated Cash and the Closing StatementCash. The Closing Balance Sheet, the Closing Working Capital Statement and the Closing Cash Statement shall each be prepared in accordance with GAAP and in a manner consistent with the policies and principles used by the Company in connection with the preparation of the Financial Statements, consistently appliedClosing Statement (including the calculation of Estimated Working Capital and Estimated Cash). Upon delivery of the Closing Statement such statements by the PurchaserSurviving Corporation, the Purchaser Surviving Corporation shall cause the Company to provide the SellersStockholders’ Representative and its Representatives representatives with prompt and reasonable access, during normal business hours, to the Company’s accounting and other personnel and access to the books and records of the Surviving Corporation, Merger Sub and the Company, as the case may be, and any other document or information reasonably requested by the Sellers’ Representative, in order to allow the SellersStockholders’ Representative and its Representatives representatives to verify the accuracy of the Closing Statement. (b) In determination by the event that the Sellers’ Representative does not object to the Closing Statement by written notice Surviving Corporation of objection (the “Notice of Objection”) delivered to Purchaser within 30 Business Days after the Sellers’ Representative’s receipt of the Closing Statement, the recalculation of the Initial Purchase Price pursuant to the Closing Statement shall be deemed final and binding. A Notice of Objection under this Section 2.03(b) hereof shall set forth in reasonable detail the Sellers’ Representative’s alternative calculations of (i) as applicable, (A) the amount of the Closing Indebtedness, (B) the amount of the Closing Cash, (C) the Company Transaction Expenses, and/or (D) the Closing Working Capital and Closing Cash. On or after the Working Capital Adjustment calculated by reference thereto Closing Date, Parent and (ii) the Company may conduct a recalculation physical count of the Final Purchase Price based on such applicable alternative calculations. Inventory of the Company and its Subsidiaries (cthe “Inventory Count”) If the Sellers’ Representative delivers a Notice of Objection to the Purchaser within the thirty (30) Business Day period referred to in Section 2.03(b) hereof, then any element as of the Closing Statement that is not in dispute on Date. Each of the date parties shall have the right to have representatives or advisers (including accountants) observe the procedures conducted during any Inventory Count. If Parent determines to conduct such Notice of Objection is given shall be treated as final and binding and any dispute (all such amountsInventory Count, the “Disputed Amounts”) parties shall be resolved as set forth in this Section 2.03(c): (i) The Sellers’ Representative and Purchaser shall promptly endeavor cooperate in good faith to resolve identify and agree upon the Disputed Amounts listed in the Notice amount of Objection. If a written agreement determining the Disputed Amounts has not been reached within 10 Business Days (or such longer period any Inventory that is Damaged Inventory as may be agreed by the Sellers’ Representative and Purchaser) after of the date of receipt by Purchaser from Sellers’ Representative the Inventory Count. In such case, the agreed upon amount of Damaged Inventory as of the Notice date of Objection, the resolution of such Disputed Amounts Inventory Count shall be submitted conclusively deemed to an office in be excluded Inventory as of the United States Closing Date for purposes of an impartial, nationally-recognized firm of independent certified public accountants, other than determining the Sellers’ accountants or the Purchaser's accountants, who the Sellers Purchase Price Adjustment and the Purchaser shall appoint by mutual agreement (Closing Working Capital and preparing the “Arbitrator”)Closing Balance Sheet and Closing Working Capital Statement. The Sellers’ Representative and Purchaser shall submit to the Arbitrator and exchange with each other in advance of the hearing a single figure representing the amount it believes should be awarded. The Arbitrator shall be limited to awarding only one of the two figures submitted. (ii) The Sellers’ Representative and Purchaser shall use their commercially reasonable efforts to cause the Arbitrator to render a decision in accordance with this Section 2.03(c) along with a statement of reasons therefor within 30 days of the submission of the Disputed Amounts, or a reasonable time thereafter, to the Arbitrator. The decision of the Arbitrator shall be final, binding and non-appealable upon each party hereto and the decision of the Arbitrator shall constitute an arbitral award that is final, binding and non‑appealable and upon which a judgment may be entered by a court having jurisdiction thereover. (iii) The Final Purchase Price shall be recalculated based upon the final determination (or deemed determination) of the Arbitrator Any dispute with respect to the Disputed Amounts and amount of Damaged Inventory as of the Final Purchase Price, as so recalculated, date of the Inventory Count shall be deemed to be final and binding. (iv) If the Sellers’ Representative and Purchaser submit any Disputed Amounts resolved pursuant to the Arbitrator for resolution, the Sellers’ Representative and Purchaser shall each pay their own costs and expenses incurred under this Section 2.03(c). The Sellers’ Representative shall be responsible for that fraction of the fees and costs of the Arbitrator where procedures described in paragraphs (Ab) the numerator is the absolute value of the difference between Sellers’ Representative’s aggregate position with respect to the Final Purchase Price and the Final Purchase Price as recalculated based upon Arbitrator’s final determination with respect to the Disputed Amounts and (B) the denominator is the absolute value of the difference between Sellers’ Representative’s aggregate position with respect to the Final Purchase Price and Purchaser’s aggregate position with respect to the Final Purchase Price, and Purchaser shall be responsible for the remainder of such fees and costs. (v) The Arbitrator shall act as an arbitrator to determine, based upon the provisions of this Section 2.03(c), only the Disputed Amounts and the determination of each amount of the Disputed Amounts shall be made in accordance with the procedures set forth in Section 2.04(a) hereof. (d) Upon the determination, in accordance with Section 2.03(b) or Section 2.03(c) hereof, of the Final Purchase Price, the Sellers’ Representative or Purchaser, as the case may be, shall make the payment required by subsections (i) or (iic) of this Section 2.03(d). The amount payable by the Sellers’ Representative or Purchaser pursuant to this Section 2.03(d) is referred to herein as the “Purchase Price Adjustment” and shall be treated as an adjustment to the purchase price for federal, state, local and foreign income Tax purposes: (i) If the Final Purchase Price is greater than the Initial Purchase Price, then the Purchaser shall pay to each of the Sellers their respective pro rata shares (as set forth in Annex 1) of the difference between the Final Purchase Price and the Initial Purchase Price within three (3) Business Days of the determination of the Final Purchase Price, such Purchase Price Adjustment to be paid by wire transfer of immediately available funds to such accounts designated by the Sellers’ Representative in writing to the Purchaser promptly after the final determination of the Final Purchase Price2.8. (ii) If the Final Purchase Price is less than the Initial Purchase Price, then within three (3) Business Days after the determination of the Final Purchase Price each Seller shall pay or cause to be paid to the Purchaser their respective pro rata shares (as set forth in Annex 1) of the difference between the Final Purchase Price and the Initial Purchase Price, with such Purchase Price Adjustment to be paid by wire transfer in immediately available funds to an account designated by the Purchaser in writing to the Sellers’ Representative promptly after the final determination of the Final Purchase Price.

Determination of Purchase Price Adjustment. (a) Promptly Within 90 calendar days after the Closing Date, and in any event not later than sixty (60) Business Days following the Closing Date, the Purchaser Parent shall cause the Company to prepare and deliver to the SellersStockholders’ Representative a statement (the “Closing Statement”) setting forth the Purchaserin reasonable detail Parent’s good faith calculations calculation of the following items (each a “Closing Item”): (i) the amount of the Closing IndebtednessCash (as finally determined pursuant to this Section 2.5, “Final Cash”), (ii) Working Capital (as finally determined pursuant to this Section 2.5, the amount of the Closing Cash, “Final Working Capital”); (iii) the aggregate amount of Indebtedness of the Company Transaction Expensesand the Company Subsidiaries as of the Closing (as finally determined pursuant to this Section 2.5, “Final Indebtedness”); (iv) the Closing Working Capitalaggregate amount of Transaction Expenses (as finally determined pursuant to this Section 2.5, the “Final Transaction Expenses”); and (v) the amount of the Working Capital Adjustment, (vi) the Sales Tax Holdback, and (vii) a resulting calculation of the Final Purchase Price Price. With respect to any Closing Item (and each line item thereof), the exchange rate of any currency other than U.S. Dollars shall be determined based on the amounts set forth in published Wall Street Journal rate on the Closing Statement. The date the Estimated Closing Statement shall be prepared in a manner consistent with the policies and principles used was delivered by the Company in connection with the preparation of the Financial Statements, consistently applied. Upon delivery of the Closing Statement by the Purchaser, the Purchaser shall cause the Company to provide the Sellers’ Representative and its Representatives with reasonable access, during normal business hours, to the Company’s accounting and other personnel and to the books and records of the Company, as the case may be, and any other document or information reasonably requested by the Sellers’ Representative, in order to allow the Sellers’ Representative and its Representatives to verify the accuracy of the Closing StatementParent. (b) In the event that the Sellers’ Representative does not object to the Closing Statement by written notice of objection (the “Notice of Objection”) delivered to Purchaser within 30 Business Days From and after the SellersStockholders’ Representative’s receipt of the Closing StatementStatement until the Closing Items are finally determined pursuant to this Section 2.5, the recalculation of the Initial Purchase Price pursuant Stockholders’ Representative, its Affiliates and their auditors, accountants and other Representatives shall be permitted reasonable access to the Closing Statement shall be deemed final Surviving Corporation, its Subsidiaries and binding. A Notice of Objection under this Section 2.03(b) hereof shall set forth their auditors, accountants, personnel, books and records and any other documents or information reasonably requested by the Stockholders’ Representative (including the information, data and work papers used by Parent and/or the Company’s auditors or accountants that assisted in reasonable detail the Sellers’ Representative’s alternative calculations of (i) as applicable, (A) the amount preparation of the Closing Indebtedness, (B) the amount of the Closing Cash, (C) the Company Transaction Expenses, and/or (D) the Closing Working Capital and the Working Capital Adjustment calculated by reference thereto and (ii) a recalculation of the Final Purchase Price based on such applicable alternative calculationsItems). (c) If the SellersThe Stockholders’ Representative delivers a Notice of Objection to the Purchaser within the thirty (30) Business Day period referred to in Section 2.03(b) hereof, then any element shall have 30 calendar days after its receipt of the Closing Statement that is not in dispute on (the date such Notice “Review Period”) within which to review Parent’s calculation of Objection is given shall be treated as final and binding and the Closing Items. If the Stockholders’ Representative disputes any dispute (all such amountsof the Closing Items, the Stockholders’ Representative shall notify Parent in writing of its objection to such Closing Item(s) within the Review Period, together with a description of the basis for and dollar amount of such disputed items (to the extent reasonably possible) (a “Disputed AmountsDispute Notice”) shall be resolved ). The Closing Items, as set forth in this Section 2.03(c): (i) The Sellersthe Closing Statement, shall become final, conclusive and binding on the Parties unless the Stockholders’ Representative and Purchaser shall promptly endeavor in good faith delivers to resolve Parent a Dispute Notice within the Disputed Amounts listed Review Period. If the Stockholders’ Representative timely delivers a Dispute Notice, any amounts on the Closing Statement not objected to by the Stockholders’ Representative in the Dispute Notice of Objection. If a written agreement determining the Disputed Amounts has not been reached within 10 Business Days (or such longer period by Parent as may be agreed a result of the items disputed by the SellersStockholders’ Representative and Purchaserin any such Dispute Notice) after the date of receipt by Purchaser from Sellers’ Representative of the Notice of Objection, the resolution of such Disputed Amounts shall be submitted to an office in the United States of an impartial, nationally-recognized firm of independent certified public accountants, other than the Sellers’ accountants or the Purchaser's accountants, who the Sellers and the Purchaser shall appoint by mutual agreement (the “Arbitrator”). The Sellers’ Representative and Purchaser shall submit to the Arbitrator and exchange with each other in advance of the hearing a single figure representing the amount it believes should be awarded. The Arbitrator shall be limited to awarding only one of the two figures submitted. (ii) The Sellers’ Representative and Purchaser shall use their commercially reasonable efforts to cause the Arbitrator to render a decision in accordance with this Section 2.03(c) along with a statement of reasons therefor within 30 days of the submission of the Disputed Amounts, or a reasonable time thereafter, to the Arbitrator. The decision of the Arbitrator shall be final, conclusive and binding on the Parties, and non-appealable upon each party hereto Parent and the decision Stockholders’ Representative shall, within 30 calendar days following Parent’s receipt of such Dispute Notice (the Arbitrator shall constitute an arbitral award that is final“Resolution Period”), binding and non‑appealable and upon which a judgment may be entered by a court having jurisdiction thereover. (iii) The Final Purchase Price shall be recalculated based upon the final determination (or deemed determination) of the Arbitrator use Commercially Reasonable Efforts to attempt to resolve in writing their differences with respect to the Disputed Amounts matters set forth in the Dispute Notice (and any matters with respect to the Closing Items which Parent is disputing as a result of the matters set forth in the Dispute Notice, or any disputed matters arising out of the foregoing) and any such resolution shall be final, conclusive and binding on the Parties. If, at the conclusion of the Resolution Period, any amounts remain in dispute, then each of Parent and the Final Purchase Price, as so recalculated, Stockholders’ Representative shall submit all items remaining in dispute to a nationally or regionally recognized accounting firm mutually acceptable to Parent and the Stockholders’ Representative (the “Valuation Firm”) for resolution by delivering within 10 calendar days after the expiration of the Resolution Period to the Valuation Firm their written position with respect to such items remaining in dispute. The fees and expenses of the Valuation Firm pursuant to this Section 2.5(c) shall be deemed to be final divided between Parent and binding. (iv) If the SellersStockholders’ Representative and Purchaser submit any Disputed Amounts in proportion to the Arbitrator for resolutionproximity of their respective positions to the determination of the Valuation Firm, with such division being determined by the Sellers’ Representative and Purchaser shall each pay their own costs and expenses incurred under this Section 2.03(c). The SellersValuation Firm (it being understood that the Stockholders’ Representative shall be responsible for that fraction entitled to pay all such fees out of the fees Expense Holdback Amount). The Valuation Firm shall determine, based solely on the submissions by the Stockholders’ Representative and costs of Parent, and not by independent review, only those issues set forth in the Arbitrator where (A) Dispute Notice that remain in dispute and shall determine a value for any such disputed item which is equal to or between the numerator is final values proposed by Parent and the absolute value of Stockholders’ Representative in their respective submissions. The Parties shall request that the difference between Sellers’ Representative’s aggregate position Valuation Firm make a decision with respect to all disputed items within 30 calendar days after the Final Purchase Price submissions of the Parties, and the Final Purchase Price in any event as recalculated based upon Arbitrator’s promptly as practicable. The final determination with respect to the Disputed Amounts and (B) the denominator is the absolute value of the difference between Sellers’ Representative’s aggregate position with respect to the Final Purchase Price and Purchaser’s aggregate position with respect to the Final Purchase Price, and Purchaser all dispute items shall be responsible for the remainder of such fees and costs. (v) The Arbitrator shall act as an arbitrator to determine, based upon the provisions of this Section 2.03(c), only the Disputed Amounts and the determination of each amount of the Disputed Amounts shall be made in accordance with the procedures set forth in Section 2.04(a) hereofa written statement by the Valuation Firm delivered to Parent and the Stockholders’ Representative and shall be final, conclusive and binding on Parent and the Stockholders. Parent and the Stockholders’ Representative shall promptly execute any reasonable engagement letter requested by the Valuation Firm and shall each cooperate fully with the Valuation Firm, including by providing the information, data and work papers used by each Party to prepare and/or calculate the Closing Items, making its personnel and accountants available to explain any such information, data or work papers, so as to enable the Valuation Firm to make such determination as quickly and as accurately as practicable. (d) Upon the determination, in accordance with Section 2.03(b) or Section 2.03(c) hereof, of the Final Purchase Price, the Sellers’ Representative or Purchaser, as the case may be, shall make the payment required by subsections (i) or (ii) of this Section 2.03(d). The amount payable by the Sellers’ Representative or Purchaser pursuant to this Section 2.03(d) is referred to herein as the “Purchase Price Adjustment” and shall be treated as an adjustment to the purchase price for federal, state, local and foreign income Tax purposes: (i) If the Final Purchase Price is greater than the Initial Purchase PricePrice (such excess amount, then the Purchaser shall pay to each of the Sellers their respective pro rata shares (as set forth in Annex 1) of the difference between “Excess Amount”), then, within three Business Days after the Final Purchase Price is finally determined pursuant to this Section 2.5, Parent shall pay (without interest) to each Stockholder who has delivered a Letter of Transmittal and the Initial Purchase Price within three (3) Business Days of the determination of the Final Purchase Priceeach Warrantholder, such Purchase Price Adjustment to be paid in each case by wire transfer of immediately available funds to such accounts designated Stockholder’s or Warrantholder’s account set forth in the Funds Flow, the aggregate portion of the Excess Amount that such Stockholder or Warrantholder, as applicable, is entitled to in accordance with Section 2.5(g). Upon such payment of the Excess Amount by Parent, Parent and the SellersStockholders’ Representative in writing shall deliver joint instructions to the Purchaser promptly after Escrow Agent to release to the final determination of Stockholders’ and Warrantholders’ accounts set forth in the Final Funds Flow an aggregate amount equal to the Purchase PricePrice Adjustment Holdback Amount allocated among the Stockholders and Warrantholders in accordance with Section 2.5(g). (iie) If the Final Purchase Price is less than the Initial Purchase PricePrice (such shortfall amount, then the “Shortfall Amount”), Parent and the Stockholders’ Representative shall, within three (3) Business Days after the determination of the Final Purchase Price each Seller shall pay or cause is finally determined pursuant to be paid this Section 2.5, deliver joint written instructions to the Purchaser their respective pro rata shares Escrow Agent to release to the account designated by Parent an aggregate amount equal to the Shortfall Amount from the funds available in the Escrow Account (as i.e., first from the Purchase Price Adjustment Amount and, if the Purchase Price Adjustment Amount is less than the Shortfall Amount, such deficit from the Indemnity Holdback Amount). If the Shortfall Amount is less than the Purchase Price Adjustment Holdback Amount (such difference, the “Remaining Holdback Amount”), then Parent and the Stockholders’ Representative shall include in such joint written instructions that the Escrow Agent release to the Stockholders’ and Warrantholders’ accounts set forth in Annex 1the Funds Flow an aggregate amount equal to the Remaining Holdback Amount allocated among the Stockholders and Warrantholders in accordance with Section 2.5(g). (f) Unless the Stockholders’ Representative determines otherwise, on the first anniversary of the difference between Closing Date, the Final Purchase Price Stockholders’ Representative shall pay to the Stockholders and Warrantholders an aggregate amount equal to the Initial Purchase Price, remaining Expense Holdback Amount allocated among the Stockholders and Warrantholders in accordance with such Purchase Price Adjustment Section 2.5(g). (g) All amounts payable to the Stockholders and Warrantholders pursuant to this Section 2.5 shall be paid by wire transfer as if such amounts had been included in immediately available funds the Closing Merger Consideration. (h) Any payments made pursuant to this Section 2.5 shall be deemed an account designated by the Purchaser in writing adjustment to the Sellers’ Representative promptly after the final determination of the Final Purchase Price.

Determination of Purchase Price Adjustment. (a) Promptly The Parties acknowledge that the Estimated Closing Statement will be delivered to Buyer at least two (2) Business Days prior to the Closing Date and therefore the estimated amount of Cash, Working Capital, Indebtedness and Transaction Expenses included therein may be different than the actual amount of such items were the determination thereof made after the Closing Date. Accordingly, this Section 2.5 sets forth the process by which such estimates may be adjusted following the Closing; provided, however, that, each of Cash, Working Capital, Indebtedness and Transaction Expenses shall be finally determined applying solely the applicable definitions and terms of this Agreement, including (with respect to Working Capital) the Accounting Principles, as applicable (i.e., no accounting methods, policies, principles, practices, procedures, classifications, judgments or estimation methodologies inconsistent with the applicable definitions and (with respect to Working Capital) the Accounting Principles, as applicable, may be used by Buyer (or, if applicable, the Accounting Firm) in calculating any such items. (b) Within ninety (90) days after the Closing Date, and in any event not later than sixty (60) Business Days following the Closing Date, the Purchaser Buyer shall cause the Company to prepare and deliver to the Sellers’ Representative Seller Representatives a statement (the “Closing Statement”) setting forth the Purchaserin reasonable detail Buyer’s good faith calculations calculation of the following items (each, a “Closing Item”): (i) the amount of the Closing IndebtednessCash (as finally determined pursuant to this Section 2.5, “Final Cash”); (ii) the amount of the Closing CashWorking Capital (as finally determined pursuant to this Section 2.5, “Final Working Capital”); (iii) the Company Transaction Expenses (as finally determined pursuant to this Section 2.5, “Final Transaction Expenses, ”); (iv) the Closing Working CapitalIndebtedness (as finally determined pursuant to this Section 2.5, “Final Indebtedness”) and (v) the amount of the Working Capital Adjustment, (vi) the Sales Tax Holdback, and (vii) a resulting calculation of the Final Purchase Price based on Price. If for any reason Buyer fails to deliver the amounts Closing Statement within the time period required in this Section 2.5(b), Seller Representatives may elect, at their sole discretion, to have the calculations set forth in the Estimated Closing Statement be final and binding on the Parties or to enforce the Seller Corporations’ rights and remedies under this Agreement with respect to Buyer’s failure to timely deliver the Closing Statement. The Closing Statement shall be prepared in a manner consistent with the policies and principles used by the Company in connection with the preparation of the Financial Statements, consistently applied. Upon delivery of . (c) In order that Seller Representatives may independently review the Closing Statement by and the Purchaserapplication of the Accounting Principles in respect of the determination of Final Working Capital, the Purchaser shall cause the Company to Buyer shall, on reasonable request, provide the Sellers’ Representative Seller Representatives and its their Representatives with copies of financial and other pertinent information and reasonable access, access during normal business hours, hours to the Company’s accounting Representatives of Buyer and other personnel and to the books and records of Group Companies involved in the Company, as the case may be, and any other document or information reasonably requested by the Sellers’ Representative, in order to allow the Sellers’ Representative and its Representatives to verify the accuracy preparation of the Closing Statement. (bd) In the event that the Sellers’ Representative does not object to the Closing Statement by written notice of objection (the “Notice of Objection”) delivered to Purchaser within 30 Business Days Seller Representatives shall have 45 days after the Sellers’ Representative’s their receipt of the Closing Statement, the recalculation of the Initial Purchase Price pursuant Statement (“Review Period”) to the Closing Statement shall be deemed final and binding. A Notice of Objection under this Section 2.03(b) hereof shall set forth in reasonable detail the Sellers’ Representativereview Buyer’s alternative calculations of (i) as applicable, (A) the amount calculation of the Closing Indebtedness, (B) the amount Items. If Seller Representatives dispute any of the Closing CashItems, Seller Representatives shall notify Buyer in writing of such disputed items within each Closing Item within the Review Period, together with the basis therefor and dollar amount thereof (C) “Dispute Notice”). Except for any items specifically disputed by Seller Representatives in a Dispute Notice delivered during the Company Transaction ExpensesReview Period, and/or (D) upon the expiration of the Review Period, the Closing Working Capital Items and the Working Capital Adjustment calculated by reference thereto and (ii) a recalculation of the Final Purchase Price based on such applicable alternative calculations. (c) If the Sellers’ Representative delivers a Notice of Objection to the Purchaser within the thirty (30) Business Day period referred to in Section 2.03(b) hereofamounts thereof, then any element of the Closing Statement that is not in dispute on the date such Notice of Objection is given shall be treated as final and binding and any dispute (all such amounts, the “Disputed Amounts”) shall be resolved as set forth in this Section 2.03(c): the Closing Statement, shall be final, conclusive and binding on the Parties. If Seller Representatives deliver a Dispute Notice during the Review Period, then Buyer and Seller Representatives shall, within 30 days following Buyer’s receipt of such Dispute Notice (i) The Sellers’ Representative and Purchaser shall promptly endeavor “Resolution Period”), attempt in good faith to resolve their differences with respect to the Disputed Amounts listed matters set forth in the Dispute Notice of Objection. If a and any such written agreement determining the Disputed Amounts has not been reached within 10 Business Days (or such longer period as may be agreed by the Sellers’ Representative and Purchaser) after the date of receipt by Purchaser from Sellers’ Representative of the Notice of Objection, the resolution of such Disputed Amounts shall be submitted to an office in the United States of an impartial, nationally-recognized firm of independent certified public accountants, other than the Sellers’ accountants or the Purchaser's accountants, who the Sellers and the Purchaser shall appoint by mutual agreement (the “Arbitrator”). The Sellers’ Representative and Purchaser shall submit to the Arbitrator and exchange with each other in advance of the hearing a single figure representing the amount it believes should be awarded. The Arbitrator shall be limited to awarding only one of the two figures submitted. (ii) The Sellers’ Representative and Purchaser shall use their commercially reasonable efforts to cause the Arbitrator to render a decision in accordance with this Section 2.03(c) along with a statement of reasons therefor within 30 days of the submission of the Disputed Amounts, or a reasonable time thereafter, to the Arbitrator. The decision of the Arbitrator shall be final, conclusive and binding and non-appealable upon each party hereto and on the decision Parties. If, at the end of the Arbitrator Resolution Period, any amounts remain in dispute, then each of Buyer, on the one hand, and Seller Representatives, on the other hand, shall constitute an arbitral award that is final, binding submit all items remaining in dispute to a nationally or regionally recognized accounting firm mutually acceptable to Buyer and non‑appealable and upon which a judgment may be entered Seller Representatives (“Accounting Firm”) for resolution by a court having jurisdiction thereover. (iii) The Final Purchase Price shall be recalculated based upon delivering within 20 days after the final determination (or deemed determination) expiration of the Arbitrator with respect Resolution Period to the Disputed Amounts and the Final Purchase Price, as so recalculated, shall be deemed to be final and binding. (iv) If the Sellers’ Representative and Purchaser submit any Disputed Amounts to the Arbitrator for resolution, the Sellers’ Representative and Purchaser shall each pay Accounting Firm their own costs and expenses incurred under this Section 2.03(c). The Sellers’ Representative shall be responsible for that fraction of the fees and costs of the Arbitrator where (A) the numerator is the absolute value of the difference between Sellers’ Representative’s aggregate written position with respect to such items. The fees and expenses of the Final Purchase Price Accounting Firm pursuant to this Section 2.5(d) shall be allocated by the Accounting Firm between Buyer and the Final Purchase Price Seller Parties based on the portion of the contested amount with respect to which each Party did not prevail relative to the aggregate contested amount. The Accounting Firm shall act as recalculated an expert and not as an arbitrator and shall determine, based upon Arbitrator’s solely on the written submissions by Seller Representatives and Buyer, and not by independent review, only those issues set forth in the Dispute Notice that remain in dispute and shall determine a value for any such disputed item that is equal to or between the values proposed by Buyer in the Closing Statement and by Seller Representatives in the Dispute Notice. The Parties shall request that the Accounting Firm make a decision with respect to all disputed items as promptly as practicable, and in any event within 30 days after the submissions of the Parties. The determination of the Accounting Firm shall be governed by Article 76 of the New York Civil Practice Law and Rules (and such other article as may, from time to time, govern expert determination therein). The final determination with respect to all disputed items shall be set forth in a written statement by the Disputed Amounts Accounting Firm delivered to Buyer and (B) Seller Representatives and shall, as to any issue of fact, be final, conclusive and binding on the denominator is Parties, absent fraud, bad faith or manifest error; provided that the absolute value determination shall be subject to de novo review for any error of Law. Judgment may be entered upon the determination of the difference between Sellers’ Representative’s aggregate position Accounting Firm in New York State Supreme Court or any other court having jurisdiction over the Party against which such determination is to be enforced. Buyer and Seller Representatives shall promptly execute any reasonable engagement letter requested by the Accounting Firm and shall each cooperate reasonably with respect the Accounting Firm so as to enable the Final Purchase Price Accounting Firm to make such determination as quickly and Purchaser’s aggregate position with respect to the Final Purchase Price, and Purchaser shall be responsible for the remainder of such fees and costsas accurately as practicable. (v) The Arbitrator shall act as an arbitrator to determine, based upon the provisions of this Section 2.03(c), only the Disputed Amounts and the determination of each amount of the Disputed Amounts shall be made in accordance with the procedures set forth in Section 2.04(a) hereof. (d) Upon the determination, in accordance with Section 2.03(b) or Section 2.03(c) hereof, of the Final Purchase Price, the Sellers’ Representative or Purchaser, as the case may be, shall make the payment required by subsections (i) or (ii) of this Section 2.03(d). The amount payable by the Sellers’ Representative or Purchaser pursuant to this Section 2.03(d) is referred to herein as the “Purchase Price Adjustment” and shall be treated as an adjustment to the purchase price for federal, state, local and foreign income Tax purposes: (ie) If the Final Purchase Price is greater than the Initial Purchase PricePrice (such excess amount, then the Purchaser shall pay to each of the Sellers their respective pro rata shares “Excess Amount”), then, within two (as set forth in Annex 12) of the difference between Business Days after the Final Purchase Price is finally determined pursuant to this Section 2.5, (i) Buyer shall pay to the Seller Corporations, in accordance with their respective Pro Rata Shares, an amount equal to the lesser of (x) the Excess Amount and (y) $10,000,000 and (ii) Buyer and Seller Representatives shall execute and deliver a joint written instruction to the Initial Purchase Price within three (3) Business Days Escrow Agent to effectuate disbursement from the Escrow Account of the determination of the Final Purchase Price, such Purchase Price Adjustment to be paid by wire transfer of immediately available funds to such accounts designated by the Sellers’ Representative in writing Escrow Fund to the Purchaser promptly after the final determination of the Final Purchase PriceSeller Corporations, in accordance with their respective Pro Rata Shares. (iif) If the Final Purchase Price is less than the Initial Purchase PricePrice (such shortfall amount, then “Shortfall Amount”), then, within three two (32) Business Days after the determination of the Final Purchase Price each is finally determined pursuant to this Section 2.5, Buyer and Seller Representatives shall pay or cause to be paid execute and deliver a joint written instruction to the Purchaser Escrow Agent to effectuate disbursement from the Escrow Account (1) to Buyer, an amount equal to the lesser of (x) the Shortfall Amount and (y) the then remaining amount of the Escrow Fund and (2) to the Seller Corporations, in accordance with their respective pro rata shares (as set forth in Annex 1) Pro Rata Shares, the remainder of the difference between Escrow Fund (if any) following the Final Purchase Price and disbursement to Buyer in accordance with the Initial Purchase Price, with such Purchase Price Adjustment preceding clause (1). (g) Any payment made pursuant to this Section 2.5 shall be paid by wire transfer in immediately available funds to deemed an account designated by the Purchaser in writing adjustment to the Sellers’ Representative promptly after the final determination of the Final Purchase Price.

Determination of Purchase Price Adjustment. The Parties acknowledge that the Estimated Closing Statement will be delivered to Buyer prior to the Closing Date and therefore the amounts of Estimated Cash, Estimated Working Capital, Estimated Indebtedness, Estimated Transaction Expenses and Estimated Tax Attribute Amount included therein will be estimates and may be different than the actual amount of such items were the determination thereof made after the Closing Date. Accordingly, this Section 2.6 sets forth the process by which such estimates may be adjusted following the Closing; provided that, in order to ensure that the adjustment of any such estimated item reflects an adjustment only between the estimate thereof and the actual amount thereof, each of Cash and Working Capital shall be finally determined applying solely the Accounting Principles (if applicable) (i.e., no accounting methods, policies, principles, practices, procedures, classifications, judgments or estimation methodologies inconsistent with the Accounting Principles may be used by any Party (or, if applicable, the Valuation Firm) in calculating any such items, as the sole purpose of the purchase price adjustment in this Section 2.6 is to measure the difference, if any, between the estimate of an item and the actual amount of such item). (a) Promptly Within 120 calendar days after the Closing Date, and in any event not later than sixty (60) Business Days following the Closing Date, the Purchaser Buyer shall cause the Company to prepare and deliver to the Sellers’ Representative Seller a statement (the “Closing Statement”) setting forth the Purchaserin reasonable detail Buyer’s good faith calculations calculation of the following items (each, a “Closing Item”): (i) the amount of the Closing IndebtednessCash (as finally determined pursuant to this Section 2.6, “Final Cash”); (ii) the amount of the Closing CashWorking Capital (as finally determined pursuant to this Section 2.6, ”Final Working Capital”); (iii) the Company Transaction ExpensesIndebtedness (as finally determined pursuant to this Section 2.6, “Final Indebtedness”); (iv) the Closing Working CapitalTransaction Expenses (as finally determined pursuant to this Section 2.6, “Final Transaction Expenses”); (v) the amount of Tax Attribute Amount (as finally determined pursuant to this Section 2.6, “Final Tax Attribute Amount”) and, based on the Working Capital Adjustmentforegoing, (vi) the Sales Tax HoldbackFinal Purchase Price. The Closing Statement shall be delivered together with supporting schedules as appropriate, and (vii) a with respect to the calculation of the Final Purchase Price based Closing Items. (b) In order that Seller may independently review, examine and evaluate the Closing Statement and the application of the Accounting Principles in respect of the determination of the applicable Closing Items, the Company shall, on reasonable request, provide Seller and its Representatives with copies of financial and other pertinent information and reasonable access during business hours to the Company’s Representatives. (c) Seller shall have 60 calendar days after its receipt of the Closing Statement (“Review Period”) to review Buyer’s calculation of the Closing Items. If Seller disputes any of the Closing Items, Seller shall notify Buyer in writing of such disputed Closing Items during the Review Period, together with the basis therefor and dollar amount thereof (“Dispute Notice”). Except for any Closing Items disputed by Seller in a Dispute Notice delivered during the Review Period, the Closing Items, as set forth in the Closing Statement, shall be final, conclusive and binding on the amounts Parties, and any item or amount not so specifically disputed shall be deemed accepted as set forth in the Closing Statement. The Closing Statement shall be prepared in a manner consistent with the policies and principles used by the Company in connection with the preparation of the Financial Statements, consistently applied. Upon delivery of the Closing Statement by the Purchaser, the Purchaser shall cause the Company to provide the Sellers’ Representative and its Representatives with reasonable access, during normal business hours, to the Company’s accounting and other personnel and to the books and records of the Company, as the case may be, and any other document or information reasonably requested by the Sellers’ Representative, in order to allow the Sellers’ Representative and its Representatives to verify the accuracy of the Closing Statement. (b) In the event that the Sellers’ Representative If Seller does not object deliver a Dispute Notice to the Closing Statement by written notice Buyer within 60 days of objection (the “Notice of Objection”) delivered to Purchaser within 30 Business Days after the Sellers’ Representative’s receipt of receiving the Closing Statement, the recalculation of the Initial Purchase Price pursuant to the Closing Statement shall be deemed final final, conclusive and bindingbinding on the Parties. A Notice of Objection under this Section 2.03(b) hereof shall set forth in reasonable detail the Sellers’ Representative’s alternative calculations of (i) as applicable, (A) the amount of the Closing Indebtedness, (B) the amount of the Closing Cash, (C) the Company Transaction Expenses, and/or (D) the Closing Working Capital and the Working Capital Adjustment calculated by reference thereto and (ii) a recalculation of the Final Purchase Price based on such applicable alternative calculations. (c) If the Sellers’ Representative Seller delivers a Dispute Notice of Objection to during the Purchaser within the thirty (30) Business Day period referred to in Section 2.03(b) hereofReview Period, then any element Buyer and Seller shall, for the 30 calendar days following Xxxxx’s receipt of the Closing Statement that is not in dispute on the date such Dispute Notice of Objection is given shall be treated as final and binding and any dispute (all such amounts“Resolution Period”), the “Disputed Amounts”) shall be resolved as set forth in this Section 2.03(c): (i) The Sellers’ Representative and Purchaser shall promptly endeavor attempt in good faith to resolve their differences with respect to the Disputed Amounts listed matters set forth in the Dispute Notice of Objection. If a and any such written agreement determining the Disputed Amounts has not been reached within 10 Business Days (or such longer period as may be agreed by the Sellers’ Representative and Purchaser) after the date of receipt by Purchaser from Sellers’ Representative of the Notice of Objection, the resolution of such Disputed Amounts shall be submitted to an office in the United States of an impartial, nationally-recognized firm of independent certified public accountants, other than the Sellers’ accountants or the Purchaser's accountants, who the Sellers and the Purchaser shall appoint by mutual agreement (the “Arbitrator”). The Sellers’ Representative and Purchaser shall submit to the Arbitrator and exchange with each other in advance of the hearing a single figure representing the amount it believes should be awarded. The Arbitrator shall be limited to awarding only one of the two figures submitted. (ii) The Sellers’ Representative and Purchaser shall use their commercially reasonable efforts to cause the Arbitrator to render a decision in accordance with this Section 2.03(c) along with a statement of reasons therefor within 30 days of the submission of the Disputed Amounts, all or a reasonable time thereafter, to the Arbitrator. The decision portion of the Arbitrator such differences shall be final, conclusive and binding and non-appealable upon each party hereto and on the decision Parties. If, at the end of the Arbitrator Resolution Period, any amounts remain in dispute, then each of Buyer and Seller shall constitute an arbitral award that is final, binding submit all items remaining in dispute to a nationally recognized valuation firm mutually acceptable to Buyer and non‑appealable and upon which a judgment may be entered Seller acting in good faith (“Valuation Firm”) for resolution by a court having jurisdiction thereover. (iii) The Final Purchase Price shall be recalculated based upon delivering within 20 calendar days after the final determination (or deemed determination) expiration of the Arbitrator with respect Resolution Period to the Disputed Amounts and the Final Purchase Price, as so recalculated, shall be deemed to be final and binding. (iv) If the Sellers’ Representative and Purchaser submit any Disputed Amounts to the Arbitrator for resolution, the Sellers’ Representative and Purchaser shall each pay Valuation Firm their own costs and expenses incurred under this Section 2.03(c). The Sellers’ Representative shall be responsible for that fraction of the fees and costs of the Arbitrator where (A) the numerator is the absolute value of the difference between Sellers’ Representative’s aggregate written position with respect to such items. The fees and expenses of the Final Purchase Price Valuation Firm pursuant to this Section 2.6(c) shall be allocated by the Valuation Firm between Buyer and Seller based on the portion of the contested amount with respect to which each Party did not prevail relative to the aggregate contested amount (i.e., for illustrative purposes only, if Seller prevailed with respect to 40% of the aggregate contested amount, then Seller would be responsible for 60% of such fees and expenses). The Valuation Firm shall act as an expert and not as an arbitrator and shall determine, based solely on the terms of this Agreement and the Final Purchase Price written submissions by Seller and Buyer, and not by independent review, only those issues set forth in the Dispute Notice that remain in dispute and shall determine a value for any such disputed item that is equal to or between the values proposed by Buyer in the Closing Statement and by Seller in the Dispute Notice. The Parties shall request that the Valuation Firm make a decision with respect to all disputed items as recalculated based upon Arbitrator’s promptly as practicable, and in any event within 30 calendar days after the submissions of the Parties. The Parties shall instruct the Valuation Firm to set forth in a written statement its final determination with respect to all disputed items and such final determination shall be final, conclusive and binding on the Disputed Amounts Parties (absent manifest arithmetical error). Buyer and (B) Seller shall promptly execute any reasonable engagement letter requested by the denominator is Valuation Firm and shall each cooperate fully with the absolute value Valuation Firm so as to enable the Valuation Firm to make such determination as quickly and as accurately as practicable. There will be no ex parte communications between Seller or Buyer or their respective Affiliates and Representatives, on the one hand, and the Valuation Firm, on the other hand, other than written answers by Seller or Buyer to written questions of the difference between Sellers’ Representative’s aggregate position with respect to the Final Purchase Price and Purchaser’s aggregate position with respect to the Final Purchase Price, and Purchaser Valuation Firm (copies of which shall be responsible for provided by the remainder of such fees and costs. (v) The Arbitrator shall act Valuation Firm simultaneously to Buyer or Seller, as an arbitrator to determine, based upon the provisions of this Section 2.03(capplicable), only the Disputed Amounts and the determination of each amount of the Disputed Amounts shall be made in accordance with the procedures set forth in Section 2.04(a) hereof. (d) Upon the determination, in accordance with Section 2.03(b) or Section 2.03(c) hereof, of the Final Purchase Price, the Sellers’ Representative or Purchaser, as the case may be, shall make the payment required by subsections (i) or (ii) of this Section 2.03(d). The amount payable by the Sellers’ Representative or Purchaser pursuant to this Section 2.03(d) is referred to herein as the “Purchase Price Adjustment” and shall be treated as an adjustment to the purchase price for federal, state, local and foreign income Tax purposes: (i) If the Final Purchase Price is (i) greater than the Initial Purchase PricePrice (such excess amount, then the Purchaser shall pay to each of the Sellers their respective pro rata shares (as set forth in Annex 1) of the difference between the Final Purchase Price and the Initial Purchase Price “Excess Amount”), then, within three (3) two Business Days of the determination of the Final Purchase Price, such Purchase Price Adjustment to be paid by wire transfer of immediately available funds to such accounts designated by the Sellers’ Representative in writing to the Purchaser promptly after the final determination of the Final Purchase Price. (ii) If the Final Purchase Price is finally determined pursuant to this Section 2.6, (A) Buyer shall pay to Seller an amount equal to the lesser of the Excess Amount and $17,000,000, which amount shall be Seller’s sole and exclusive recourse in respect of any Excess Amount and (B) Buyer and Seller shall deliver joint written instructions to the Escrow Agent directing the Escrow Agent to pay to Seller an amount equal to the Adjustment Escrow Amount or (ii) equal to or less than the Initial Purchase PricePrice (if less than, then any such shortfall amount, “Shortfall Amount”), then, within three (3) two Business Days after the determination of the Final Purchase Price each is finally determined pursuant to this Section 2.6, (A) Buyer and Seller shall pay or cause to be paid deliver joint written instructions to the Purchaser their respective pro rata shares Escrow Agent directing the Escrow Agent to pay to Buyer an aggregate amount equal to the lesser of the Shortfall Amount and the Adjustment Escrow Amount, which amount shall be Buyer’s sole and exclusive recourse in respect of any Shortfall Amount (except as set forth in Annex 1Section 6.8 or Section 7.1), and (B) if the Shortfall Amount is less than the Adjustment Escrow Amount (such difference, “Remaining Escrow Amount”), then Buyer and Seller shall deliver, in accordance with the terms of terms of the difference between Escrow Agreement, joint written instructions to the Final Purchase Price and Escrow Agent directing the Escrow Agent to pay to Seller an amount equal to the Remaining Escrow Amount. (e) Any payment made pursuant to this Section 2.6 shall be deemed an adjustment to the Initial Purchase Price, with such Purchase Price Adjustment to be paid by wire transfer in immediately available funds to an account designated by the Purchaser in writing to the Sellers’ Representative promptly after the final determination of the Final Purchase Price.

Determination of Purchase Price Adjustment. (ai) Promptly after the First Closing Date, and in any event not later than sixty forty-five (6045) Business Days days following the First Closing Date, the Purchaser Buyer Parent shall cause either (A) confirm its agreement with the Company Estimated Closing Statement, in which case the Estimated Closing Statement shall be deemed final and binding, and the Initial First Closing Purchase Price shall be deemed to be the Final First Closing Purchase Price for all purposes hereunder or (B) prepare and deliver to the Sellers’ Representative Seller Parent a statement (the “First Closing Statement”) consisting of (1) a schedule setting forth forth, in reasonable detail, the Purchaseraggregate amount of CapEx made by the Seller Parent and its Affiliates during the period from the date of this Agreement through (and including) the First Closing Date, which amount shall be calculated in a manner consistent with the calculation methodologies and principles used by the Seller Parent to prepare the CapEx Schedule and (2) the Buyer Parent’s good faith calculations (the “Buyer Parent’s Proposed Calculations”) of (iy) the amount of the Closing Indebtedness, (ii) the amount of the Closing Cash, (iii) the Company Transaction Expenses, (iv) the Closing Working Capital, (v) the amount of the Working Capital Adjustment, (vi) the Sales Tax Holdback, CapEx Adjustment and (viiz) a calculation of the Final First Closing Purchase Price based on Price. In the amounts event that the Buyer Parent does not deliver to the Seller Parent the confirmation set forth in the foregoing clause (A) or the First Closing Statement. The Statement set forth in the foregoing clause (B) within thirty (30) days following the First Closing Date, the Estimated Closing Statement shall be prepared in a manner consistent with deemed final and binding and the policies and principles used by Initial First Closing Purchase Price shall be deemed to be the Company in connection with the preparation of the Financial Statements, consistently appliedFinal First Closing Purchase Price for all purposes hereunder. Upon delivery of the First Closing Statement by the PurchaserStatement, the Purchaser Buyer Parent shall cause the Company to provide the Sellers’ Representative Seller Parent and its Representatives with reasonable access, during normal business hours, to the CompanySSD Business’s accounting and other personnel and to the books and records of the CompanyBusiness, as the case may be, and any other document or information reasonably requested by the Sellers’ RepresentativeSeller Parent, and necessary in order to allow the Sellers’ Representative Seller Parent and its Representatives to verify the accuracy of the First Closing Statement, including the Buyer Parent’s Proposed Calculations. (bii) In the event that the Sellers’ Representative does not The Seller Parent may object to the any First Closing Statement delivered by the Buyer Parent to the Seller Parent in compliance with Section 2.4(c)(i) by delivering to the Buyer Parent a written notice of objection (the a “Notice of Objection”) delivered to Purchaser within 30 Business Days thirty (30) days after the Sellers’ RepresentativeSeller Parent’s receipt of such First Closing Statement. In the event that the Seller Parent does not deliver to the Buyer Parent any such Notice of Objection within thirty (30) days after the Seller Parent’s receipt of the First Closing Statement, the recalculation of the Initial First Closing Purchase Price pursuant to the Closing Statement Buyer Parent’s Proposed Calculations shall be deemed final and binding. A Notice of Objection under this Section 2.03(b2.4(c)(ii) hereof shall set forth in reasonable detail the Sellers’ RepresentativeSeller Parent’s alternative calculations of (i) as applicable, (A) the relevant capital expenditure amount of the Closing Indebtedness, (B) the amount of the Closing Cash, (C) the Company Transaction Expenses, and/or (D) the Closing Working Capital and the Working Capital CapEx Adjustment calculated by reference thereto and (iiB) a recalculation of the Final First Closing Purchase Price based on such applicable alternative calculationsamounts. (ciii) If the Sellers’ Representative Seller Parent delivers a Notice of Objection to the Purchaser Buyer Parent within the thirty (30) Business Day day period referred to in Section 2.03(b) hereof2.4(c)(ii), then any element of the Closing Statement Buyer Parent’s Proposed Calculations that is not in dispute on the date such Notice of Objection is given shall be treated as final and binding and any dispute disputed amounts (all such amounts, the “Disputed Amounts”) shall be resolved as set forth in this Section 2.03(c2.4(c)(iii): (iA) The Sellers’ Representative Seller Parent and Purchaser the Buyer Parent shall promptly endeavor in good faith to resolve the Disputed Amounts listed in the Notice of Objection. If a written agreement determining the Disputed Amounts has not been reached within 10 ten (10) Business Days (or such longer period as may be agreed by the Sellers’ Representative Seller Parent and Purchaserthe Buyer Parent) after the date of receipt by Purchaser the Buyer Parent from Sellers’ Representative the Seller Parent of the Notice of Objection, the resolution of such Disputed Amounts shall be submitted to an office in the United States of an impartial, nationally-impartial nationally recognized firm of independent certified public accountants, other than accounts mutually agreed by the Sellers’ accountants or the Purchaser's accountants, who the Sellers Buyer Parent and the Purchaser shall appoint by mutual agreement Seller Parent (the “Arbitrator”). The Sellers’ Representative and Purchaser shall submit to the Arbitrator and exchange with each other in advance of the hearing a single figure representing the amount it believes should be awarded. The Arbitrator shall be limited to awarding only one of the two figures submitted. (iiB) The Sellers’ Representative Seller Parent and Purchaser the Buyer Parent shall use their commercially reasonable efforts to cause the Arbitrator to render a decision in accordance with this Section 2.03(c2.4(c)(iii) along with a statement of reasons therefor within 30 thirty (30) days of the submission of the Disputed Amounts, or a reasonable time thereafter, Amounts to the Arbitrator. The decision of the Arbitrator shall be final, final and binding and non-appealable upon each party hereto Party and the decision of the Arbitrator shall constitute an arbitral award that is final, binding and non‑appealable non-appealable and upon which a judgment may be entered by a court having jurisdiction thereover. (iiiC) The Final First Closing Purchase Price shall be recalculated based upon the final determination (or deemed determination) of the Arbitrator with respect to the Disputed Amounts and the Final First Closing Purchase Price, as so recalculated, shall be deemed to be final and binding. (iv) . If the Sellers’ Representative Seller Parent and Purchaser the Buyer Parent submit any Disputed Amounts to the Arbitrator for resolution, the Sellers’ Representative Seller Parent and Purchaser the Buyer Parent shall each pay their own costs and expenses incurred under this Section 2.03(c). The Sellers’ Representative shall be responsible for that fraction 2.4(c)(iii) and half of the fees and costs of the Arbitrator where (A) the numerator is the absolute value of the difference between Sellers’ Representative’s aggregate position with respect to the Final Purchase Price and the Final Purchase Price as recalculated based upon Arbitrator’s final determination with respect to the Disputed Amounts and (B) the denominator is the absolute value of the difference between Sellers’ Representative’s aggregate position with respect to the Final Purchase Price and Purchaser’s aggregate position with respect to the Final Purchase Price, and Purchaser shall be responsible for the remainder of such fees and costs. (vD) The Arbitrator shall act as an arbitrator to determine, based upon the provisions of this Section 2.03(c2.4(c)(iii), only the Disputed Amounts and the determination of each amount of the Disputed Amounts shall be made in accordance with the procedures set forth in Section 2.04(a) hereof2.4(c)(iii). The Arbitrator shall choose between the position of the Seller Parent or the position of the Buyer Parent with respect to each Disputed Amount. (div) Upon the determination, in accordance with Section 2.03(b2.4(c)(ii) or Section 2.03(c2.4(c)(iii) hereof, of the Final First Closing Purchase Price, the Sellers’ Representative Seller Parent or Purchaserthe Buyer Parent, as the case may be, shall make the payment required by subsections (i) or (ii) of this Section 2.03(d2.4(c)(iv). The amount payable by the Sellers’ Representative Seller or Purchaser the Buyer Parent pursuant to this Section 2.03(d2.4(c)(iv) is referred to herein as the “Purchase Price Adjustment” and shall be treated as an adjustment to the purchase price for federal, state, local and foreign income Tax purposes:. (iA) If the Final First Closing Purchase Price is greater than the Initial First Closing Purchase Price, then (x) the Purchaser Buyer Parent shall pay to each the Seller Parent for the account of the Sellers their respective pro rata shares (as set forth in Annex 1) of the difference between the Final First Closing Purchase Price and the Initial First Closing Purchase Price within three five (35) Business Days of the determination of the Final First Closing Purchase Price, such Purchase Price Adjustment to be paid by wire transfer of immediately available funds to such an account or accounts designated by the Sellers’ Representative Seller Parent in writing to the Purchaser Buyer Parent promptly after the final determination of the Final First Closing Purchase Price. (iiB) If the Final First Closing Purchase Price is less than the Initial First Closing Purchase Price, then the Seller Parent shall pay to the Buyer Parent for the account of the Buyers the difference between the Initial First Closing Purchase Price and the Final First Closing Purchase Price within three five (35) Business Days after of the determination of the Final Purchase Price each Seller shall pay or cause to be paid to the Purchaser their respective pro rata shares (as set forth in Annex 1) of the difference between the Final Purchase Price and the Initial First Closing Purchase Price, with such Purchase Price Adjustment to be paid by wire transfer in of immediately available funds to an account designated by the Purchaser Buyer Parent in writing to the Sellers’ Representative Seller Parent promptly after the final determination of the Final First Closing Purchase Price.

Determination of Purchase Price Adjustment. (a) Promptly after the Closing Date, and in any event not later than sixty Within ninety (6090) Business Days days following the Closing Date, Parent shall prepare and deliver, or cause to be prepared and delivered, to the Purchaser shall cause Shareholders’ Representative (i) an unaudited consolidated balance sheet of the Company to prepare and deliver the Company Subsidiaries as of 11:59 P.M. Eastern Time on the day immediately prior to the Sellers’ Representative Closing Date (and, for the avoidance of doubt, calculating such amounts while taking into account the amounts that become due and payable at or as a result of the Closing) (such time is referred to as the “Reference Time”) (the “Closing Balance Sheet”), and (ii) a statement (the “Closing Statement”) setting forth the PurchaserParent’s good faith calculations as of the Reference Time (the “Parent’s Proposed Calculations”) of (A) the amount of the Closing Indebtedness, (B) the amount of any Company Transaction Expenses not otherwise paid by the Company prior to the Closing, deducted from the Initial Purchase Price or included in the calculation of the Closing Working Capital, (C) the amount of the Closing Cash, (D) the Working Capital of the Company and the Company Subsidiaries on a consolidated basis calculated in accordance with the Accounting Principles as of the Reference Time (the “Closing Working Capital”), (E) the amount (which may be expressed as a negative number) equal to the Closing Working Capital minus the Target Working Capital (the “Working Capital Adjustment”), and (F) based on the foregoing, a recalculation of the Initial Purchase Price in accordance with this Agreement and the adjustment (if any) required to reconcile the Initial Purchase Price set forth in the Closing Estimate Statement to the Parent’s calculation of the Initial Purchase Price in the Closing Statement; provided that such calculations shall be based only on the facts and circumstances as of the Closing. The Closing Balance Sheet and Parent’s Proposed Calculations shall be made in good faith and in accordance with the Accounting Principles. The Contracting Parties agree the purpose of preparing the Closing Statement and the related components of the Final Purchase Price is to measure changes in such amounts relative to the amounts set forth in the Closing Estimate Statement. The Contracting Parties agree that the calculation of the Parent’s Proposed Calculations does not (i) permit the introduction of new or different accounting methods, policies, practices, procedures, conventions, classifications, definitions, principles, judgements, assumptions, techniques, estimation methodologies (including with respect to the calculation of reserves and accruals), asset reserves or valuation allowances other than as set forth in the Accounting Principles, or (ii) permit the introduction of new or removal of existing balance sheet accounts or line items other than those set forth in Schedule 1.1(a). Parent’s Proposed Calculations shall not include any purchase accounting or other adjustments arising out of the consummation of the transactions contemplated by this Agreement, shall be based on the facts and circumstances as they existed as of the applicable measurement time and shall exclude any change in circumstance, development or event arising occurring on or after the applicable measurement time. There shall be no additional provision or accrual or increase in any existing provision or accrual included in the Closing Balance Sheet, the Closing Statement, or Parent’s Proposed Calculations except to the extent such facts or events exist as of the Closing that, applying the same accounting methods, policies, practices, procedures, conventions, classifications, definitions, principles, judgements, assumptions, techniques, estimation methodologies, would justify such a provision, accrual or increase. Upon delivery of the Closing Balance Sheet and Parent’s Proposed Calculations by Parent, Parent shall provide or cause to be provided to the Shareholders’ Representative and its Representatives reasonable access, during normal business hours and upon reasonable notice, to those portions of the Surviving Corporation’s and each of its Subsidiaries’ working papers, relevant books, records and finance personnel of the Surviving Corporation and its Subsidiaries, in each case, related to the preparation of the Closing Statement, necessary to enable the Shareholders’ Representative and such Representatives to review and analyze the amounts set forth on the Closing Statement. If Parent does not deliver the Closing Balance Sheet and Closing Statement to the Shareholders’ Representative within such ninety (90) day period and except to the extent that any delay beyond 90 days is primarily caused by action or inaction on the part of the Key Stockholder whether directly or indirectly (including through another person), then, at the election of the Shareholders’ Representative in its sole discretion, (1) the Initial Purchase Price specified in the Closing Estimate Statement shall be presumed to be true and correct in all respects and shall be final and binding on the parties or (2) the Closing Estimate Statement delivered by the Company to Parent pursuant to Section 2.5 shall be deemed to be the Closing Statement and the Shareholders’ Representative shall have the rights set forth in, and shall be able to review and dispute such Closing Statement in accordance with, this Section 2.6. Without the prior consent of the Shareholders’ Representative, Parent shall not have the right to modify the Closing Balance Sheet or Parent’s Proposed Calculations or any items or amounts set forth therein after Parent delivers such balance sheet and calculations to the Shareholders’ Representative. (b) If the Shareholders’ Representative does not object to the Closing Balance Sheet or Parent’s Proposed Calculations by written notice of objection (the “Notice of Objection”) delivered to Parent within thirty (30) days after the Shareholders’ Representative’s receipt of the Closing Balance Sheet and Parent’s Proposed Calculations, the recalculation of the Initial Purchase Price pursuant to Parent’s Proposed Calculations shall be deemed final and binding; provided, however, that in the event that Parent does not provide any materials reasonably requested by the Shareholders’ Representative within five (5) days of request therefor (or such shorter period as may remain in such thirty (30) day period), such thirty (30) day period shall be extended by one (1) day for each additional day required for Parent to fully respond to such request. A Notice of Objection shall set forth in reasonable detail each amount to which the Shareholders’ Representative objects (all such disputed amounts, the “Disputed Amounts”) and provide the Shareholders’ Representative’s alternative calculations of (i) the amount of the Closing Indebtedness, (ii) the amount of the Closing Cash, (iii) any Company Transaction Expenses not otherwise paid by the Company Transaction Expensesor any Company Subsidiary prior to the Closing, (iv) deducted from the Initial Purchase Price or included in Parent’s proposed calculation of the Closing Working Capital, (v) the amount of the Working Capital Adjustment, (vi) the Sales Tax Holdback, and (vii) a calculation of the Final Purchase Price based on the amounts set forth in the Closing Statement. The Closing Statement shall be prepared in a manner consistent with the policies and principles used by the Company in connection with the preparation of the Financial Statements, consistently applied. Upon delivery of the Closing Statement by the Purchaser, the Purchaser shall cause the Company to provide the Sellers’ Representative and its Representatives with reasonable access, during normal business hours, to the Company’s accounting and other personnel and to the books and records of the Company, as the case may be, and any other document or information reasonably requested by the Sellers’ Representative, in order to allow the Sellers’ Representative and its Representatives to verify the accuracy of the Closing Statement. (b) In the event that the Sellers’ Representative does not object to the Closing Statement by written notice of objection (the “Notice of Objection”) delivered to Purchaser within 30 Business Days after the Sellers’ Representative’s receipt of the Closing Statement, the recalculation of the Initial Purchase Price pursuant to the Closing Statement shall be deemed final and binding. A Notice of Objection under this Section 2.03(b) hereof shall set forth in reasonable detail the Sellers’ Representative’s alternative calculations of (i) as applicable, (A) the amount of the Closing Indebtedness, (Biii) the amount of the Closing Cash, (C) the Company Transaction Expenses, and/or (Div) the Closing Working Capital and the Working Capital Adjustment calculated by reference thereto thereto, and (iiv) a recalculation of the Final Initial Purchase Price based on such applicable alternative calculationsamounts, in each case, to the extent the Shareholders’ Representative has been provided sufficient information to specify such matters. (c) If the SellersShareholders’ Representative delivers a Notice of Objection to the Purchaser Parent within the thirty (30) Business Day day period referred to in Section 2.03(b) hereof2.6(b), then any element amount of the Closing Statement adjustment to the Initial Purchase Price that is not in dispute on the date such Notice of Objection is given shall be treated as final and final, binding and non-appealable and any dispute (all such amounts, the “Disputed Amounts”) Amounts shall be resolved as set forth in this Section 2.03(c):follows: (i) The Sellersthe Shareholders’ Representative and Purchaser Parent shall promptly endeavor in good faith to resolve the Disputed Amounts listed in the Notice of Objection. If All such discussions related thereto (including any written communications, analysis or calculations undertaken in connection with such discussions) shall be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule or precedent. In the event that a written agreement determining the Disputed Amounts has not been reached within 10 ten (10) Business Days (or such longer period as may be agreed by Parent and the SellersShareholders’ Representative and PurchaserRepresentative) after the date of receipt by Purchaser Parent from Sellersthe Shareholders’ Representative of the Notice of Objection, the resolution of such Disputed Amounts shall be submitted to an office in one of the United States of an impartialfollowing independent, nationally-nationally recognized firm of independent certified public accountants, other than the Sellers’ accountants or the Purchaser's accountants, who the Sellers and the Purchaser shall appoint by accounting firms upon mutual agreement of Parent and Shareholders’ Representative and which does not have any material relationship with the Parent, Shareholders’ Representative or any of their respective Affiliates: (i) Deloitte Touche Tohmatsu Limited, (ii) Xxxxx & Xxxxx LLP, or (iii) KPMG LLP (the “Arbitrator”). The SellersArbitrator shall be engaged pursuant to an engagement letter among the Shareholders’ Representative Representative, Xxxxxx and Purchaser shall submit to the Arbitrator on terms and exchange conditions consistent with each other in advance of the hearing a single figure representing the amount it believes should be awardedthis Section 2.6. The Arbitrator shall be limited instructed, pursuant to awarding such engagement letter, to resolve only one those matters set forth in the Notice of Objection remaining in dispute and not to otherwise investigate any matter independently. The Shareholders’ Representative and Parent each agree to furnish to the two figures submitted.Arbitrator access to such individuals and such information, books and records as may be reasonably required by the Arbitrator to make its final determination (any such information, books and records shall be provided to the other such Contracting Party prior to its submission or presentation to the Arbitrator). There shall be no ex parte communications by the Shareholders’ Representative or Parent or either of their respective Affiliates and their respective Representatives with the Arbitrator regarding the subject of such dispute; (ii) The Sellersthe Shareholders’ Representative and Purchaser Parent shall use their commercially reasonable efforts to cause instruct the Arbitrator to render a decision in accordance with this Section 2.03(c2.6(c) along with a statement of reasons therefor and to deliver a copy to each of Parent and the Shareholders’ Representative of such decision which shall include as a separate line item (a) determination of the aggregate difference between the Initial Purchase Price and the Final Purchase Price within 30 thirty (30) days of the submission of the Disputed Amounts, or a reasonable time thereafter, to the Arbitrator. The Absent manifest error, the decision of the Arbitrator shall be final, final and binding and non-appealable upon each party hereto Contracting Party and the decision of the Arbitrator shall constitute an arbitral award that is final, binding and non‑appealable non-appealable and upon which a judgment may be entered by a court having jurisdiction thereover.; (iii) The Final Purchase Price shall be recalculated based upon in the final determination (or deemed determination) of event the Arbitrator with respect to the Disputed Amounts and the Final Purchase Price, as so recalculated, shall be deemed to be final and binding. (iv) If the SellersShareholders’ Representative and Purchaser Parent submit any Disputed Amounts to the Arbitrator for resolution, the SellersShareholders’ Representative and Purchaser Parent shall each pay their own costs and expenses incurred under this Section 2.03(c2.6(c). The SellersShareholders’ Representative shall be responsible for that fraction of the fees and costs of the Arbitrator where equal to (A1) the numerator is the absolute value of the difference between Sellersthe Shareholders’ Representative’s calculation of the Initial Purchase Price derived from its aggregate position with respect to regarding the Final Disputed Amounts and the Initial Purchase Price and the Final Purchase Price as recalculated based upon derived from Arbitrator’s final determination with respect to the Disputed Amounts and over (B2) the denominator is the absolute value of the difference between Sellersthe Shareholders’ Representative’s aggregate position with respect to calculation of the Final Purchase Price and Purchaser’s derived from its aggregate position with respect to regarding the Disputed Amounts and Parent’s calculation of the Final Purchase PricePrice derived from its aggregate position regarding the Disputed Amounts, and Purchaser Parent shall be responsible for the remainder of such fees and costs.; and (viv) The the Arbitrator shall act as an arbitrator to determine, based upon the provisions of this Section 2.03(c2.6(c), only the Disputed Amounts and the determination of each amount of the Disputed Amounts shall be made in accordance with the terms and procedures set forth in Section 2.04(a2.6(a). The Contracting Parties shall use their commercially reasonable efforts to cause the Arbitrator’s determination of the Disputed Amounts to be no less than the lesser of the amount claimed by either the Shareholders’ Representative or Parent, and shall be no greater than the greater of the amount claimed by either the Shareholders’ Representative or Parent; provided, that if, notwithstanding the commercially reasonable efforts of the Shareholders’ Representative and Parent, (i) hereofthe Arbitrator’s determination of any Disputed Amount is less than the lesser of the amounts claimed by either the Shareholders’ Representative or Parent in the Closing Statement or Notice of Objection, as applicable, then such disputed amount shall be deemed to be the lesser of the amounts claimed by either the Shareholders’ Representative or Parent or (ii) the Arbitrator’s determination of any Disputed Amount is more than the greater of the amounts claimed by either the Shareholders’ Representative or Parent in the Closing Statement or Notice of Objection, as applicable, then such disputed amount shall be deemed to be the greater of the amounts claimed by either the Shareholders’ Representative or Parent. (d) Upon the determination, in accordance with Section 2.03(b2.6(b) or Section 2.03(c2.6(c) hereof, of the final calculations of the amounts of the Closing Indebtedness, the Company Transaction Expenses not otherwise paid by the Company prior to the Closing, deducted from the Initial Purchase Price and not included in Parent’s proposed calculation of the Closing Working Capital, the Closing Cash, the Closing Working Capital and the Working Capital Adjustment calculated by reference thereto, the Initial Purchase Price shall be recalculated using such finally determined amounts in lieu of the amounts used in the Closing Statement. The term “Final Purchase Price, ” shall mean the Sellers’ Representative or Purchaser, as result of such recalculation of the case may be, shall make the payment required by subsections (i) or (ii) of this Section 2.03(d)Initial Purchase Price. The amount payable by Parent or the Sellers’ Representative or Purchaser Shareholders pursuant to this Section 2.03(d2.6(d) is referred to herein as the “Purchase Price Adjustment” and shall be treated as an adjustment to the purchase price for federal, state, local and foreign income Tax purposes: (i) If the Final Purchase Price is greater than the Initial Purchase Price, then the Purchaser shall pay to each of the Sellers their respective pro rata shares (as set forth in Annex 1) of the difference between the Final Purchase Price and the Initial Purchase Price within three (3) Business Days of the determination of the Final Purchase Price, such Purchase Price Adjustment to be paid by wire transfer of immediately available funds to such accounts designated by the Sellers’ Representative in writing to the Purchaser promptly after the final determination of the Final Purchase Price”. (ii) If the Final Purchase Price is less than the Initial Purchase Price, then within three (3) Business Days after the determination of the Final Purchase Price each Seller shall pay or cause to be paid to the Purchaser their respective pro rata shares (as set forth in Annex 1) of the difference between the Final Purchase Price and the Initial Purchase Price, with such Purchase Price Adjustment to be paid by wire transfer in immediately available funds to an account designated by the Purchaser in writing to the Sellers’ Representative promptly after the final determination of the Final Purchase Price.

Determination of Purchase Price Adjustment. (a) Promptly after the Closing Date, and in any event not later than sixty (60) Business Days days following the Closing Date, the Purchaser shall cause the Company to prepare and deliver to Casella (i) an unaudited consolidated balance sheet of FCR as of 11:59 P.M. on the Sellers’ Representative Business Day immediately prior to the Closing Date prepared in accordance with GAAP and in a manner consistent with the policies and principles used by Sellers in connection with the preparation of the Financial Statements (the “Closing Balance Sheet”), and (ii) a statement (the “Closing Statement”) setting forth the Purchaser’s good faith calculations (“Purchaser’s Proposed Calculations”) of (iA) the amount of the Closing FCR Indebtedness, (iiB) the amount of the Closing Cash, (iii) the Company FCR Transaction Expenses, (ivC) the Closing Working Capital, (vD) the amount of the Working Capital Adjustment, if any, (viE) the Sales Tax Holdback, FCR Capital Expenditures and (viiF) a calculation of the Final Purchase Price based on the amounts set forth in the Closing Statement. The Closing Statement shall be prepared in a manner consistent with the policies and principles used by the Company in connection with the preparation of the Financial Statements, consistently applied. Upon delivery of the Closing Statement Balance Sheet and Purchaser’s Proposed Calculations by the Purchaser, the Purchaser shall cause the Company to provide the Sellers’ Representative Casella and its Representatives with reasonable access, during normal business hours, to the CompanyFCR’s accounting and other personnel and to the books and records of the CompanyFCR, as the case may be, and any other document or information reasonably requested by the Sellers’ RepresentativeCasella, in order and necessary to allow the Sellers’ Representative Casella and its Representatives to verify the accuracy of the Closing StatementPurchaser’s Proposed Calculations. (b) In the event that the Sellers’ Representative Casella does not object to the Closing Statement Balance Sheet or Purchaser’s Proposed Calculations by written notice of objection (the “Notice of Objection”) delivered to Purchaser within 30 Business Days thirty (30) days after the Sellers’ Representative’s Xxxxxxx’x receipt of the Closing StatementBalance Sheet and Purchaser’s Proposed Calculations, the recalculation of the Initial Purchase Price pursuant to the Closing Statement Purchaser’s Proposed Calculations shall be deemed final and binding. A Notice of Objection under this Section 2.03(b3.2(b) hereof shall set forth in reasonable detail the Sellers’ Representative’s Xxxxxxx’x alternative calculations of (i) as applicable, (A) the amount of the Closing FCR Indebtedness, (Bii) the amount of the Closing Cash, (C) the Company FCR Transaction Expenses, and/or (Diii) the Closing Working Capital and Capital, (iv) the Working Capital Adjustment calculated by reference thereto Adjustment, (v) the FCR Capital Expenditures and (iivi) a recalculation of the Final Purchase Price based on such applicable alternative calculationsamounts. (c) If the Sellers’ Representative Casella delivers a Notice of Objection to the Purchaser within the thirty (30) Business Day day period referred to in Section 2.03(b) hereof3.2(b), then any element of the Closing Statement Purchaser’s Proposed Calculations that is not in dispute on the date such Notice of Objection is given shall be treated as final and binding and any dispute (all such amounts, the “Disputed Amounts”) shall be resolved as set forth in this Section 2.03(c3.2(c): (i) The Sellers’ Representative Casella and Purchaser shall promptly endeavor in good faith to resolve the Disputed Amounts listed in the Notice of Objection. If a written agreement determining the Disputed Amounts has not been reached within 10 ten (10) Business Days (or such longer period as may be agreed by the Sellers’ Representative Casella and Purchaser) after the date of receipt by Purchaser from Sellers’ Representative Casella of the Notice of Objection, the resolution of such Disputed Amounts shall be submitted to an office in the United States of an impartial, nationally-recognized Ernst & Young or another firm of independent certified public accountants, other than the Sellers’ accountants or the Purchaser's accountants, who the Sellers mutually agreed by Casella and the Purchaser shall appoint by mutual agreement (the “Arbitrator”). The Sellers’ Representative and Purchaser shall submit to the Arbitrator and exchange with each other in advance of the hearing a single figure representing the amount it believes should be awarded. The Arbitrator shall be limited to awarding only one of the two figures submitted. (ii) The Sellers’ Representative Casella and Purchaser shall use their commercially reasonable efforts to cause the Arbitrator to render a decision in accordance with this Section 2.03(c3.2(c) along with a statement of reasons therefor within 30 thirty (30) days of the submission of the Disputed Amounts, or a reasonable time thereafter, to the Arbitrator. The decision of the Arbitrator shall be final, final and binding and non-appealable upon each party hereto Party and the decision of the Arbitrator shall constitute an arbitral award that is final, binding and non‑appealable non-appealable and upon which a judgment may be entered by a court having jurisdiction thereover. (iii) The Final Purchase Price shall be recalculated based upon the final determination (or deemed determination) of the Arbitrator with respect to the Disputed Amounts and the Final Purchase Price, as so recalculated, shall be deemed to be final and binding. (iv) If the Sellers’ Representative Casella and Purchaser submit any Disputed Amounts to the Arbitrator for resolution, the Sellers’ Representative Casella and Purchaser shall each pay their own costs and expenses incurred under this Section 2.03(c3.2(c). The Sellers’ Representative Casella shall be responsible for that fraction of the fees and costs of the Arbitrator where (expressed as a percentage) equal to the quotient of (A) the numerator is the absolute value of the difference between Sellers’ Representative’s Xxxxxxx’x aggregate position with respect to the Final Purchase Price and the Final Purchase Price as recalculated based upon Arbitrator’s final determination with respect to the Disputed Amounts and Amounts, divided by (B) the denominator is the absolute value of the difference between Sellers’ Representative’s Xxxxxxx’x aggregate position with respect to the Final Purchase Price and Purchaser’s aggregate position with respect to the Final Purchase Price, and Purchaser shall be responsible for the remainder of such fees and costs, if any. (v) The Arbitrator shall act as an arbitrator to determine, based upon the provisions of this Section 2.03(c3.2(c), only the Disputed Amounts and the determination of each amount of the Disputed Amounts shall be made in accordance with the procedures set forth in Section 2.04(a3.2(a). The Parties shall use their commercially reasonable efforts to cause the Arbitrator’s determination of the Disputed Amounts to be no less than the lesser of the amount claimed by either Casella or Purchaser, and shall be no greater than the greater of the amount claimed by either Casella or Purchaser; provided, that, if, notwithstanding the commercially reasonable efforts of Casella and Purchaser, (A) hereofthe Arbitrator’s determination of any Disputed Amount is less than the lesser of the amounts claimed by either Casella or Purchaser, then such disputed amount shall be deemed to be the lesser of the amounts claimed by either Casella or Purchaser or (B) the Arbitrator’s determination of any Disputed Amount is more than the greater of the amounts claimed by either Casella or Purchaser, then such disputed amount shall be deemed to be the greater of the amounts claimed by either Casella or Purchaser. (d) Upon the determination, in accordance with Section 2.03(b3.2(b) or Section 2.03(c) hereof3.2(c), of the Final Purchase Price, the Sellers’ Representative Casella or Purchaser, as the case may be, shall make the payment required by subsections (i) or (ii) of this Section 2.03(d3.2(d). The amount payable by the Sellers’ Representative Casella or Purchaser pursuant to this Section 2.03(d3.2(d) is referred to herein as the “Purchase Price Adjustment” and shall be treated as an adjustment to the purchase price for federal, state, local and foreign income Tax purposes:. (i) If the Final Purchase Price is greater than the Initial Purchase Price, then the Purchaser shall pay to each Casella for the account of the Sellers their respective pro rata shares (as set forth in Annex 1) of the difference between the Final Purchase Price and the Initial Purchase Price within three (3) Business Days of the determination of the Final Purchase Price, such Purchase Price Adjustment to be paid by wire transfer of immediately available funds to such accounts an account designated by the Sellers’ Representative Casella in writing to the Purchaser promptly after the final determination of the Final Purchase Price. (ii) If the Final Purchase Price is less than the Initial Purchase Price, then within three (3) Business Days after the determination of the Final Purchase Price each Seller Price, Casella shall pay or cause to be paid to the Purchaser their respective pro rata shares (as set forth in Annex 1) of the such difference between the Final Purchase Price and the Initial Purchase Price, with such Purchase Price Adjustment to be paid by wire transfer in of immediately available funds to an account designated by the Purchaser. Any amount to be paid by Casella pursuant to this Section 3.2(d)(ii) shall be paid by wire transfer of immediately available funds to an account designated by Purchaser in writing to the Sellers’ Representative Casella promptly after the final determination of the Final Purchase Price.

Determination of Purchase Price Adjustment. The Parties acknowledge that the Estimated Closing Statement will be delivered to Parent prior to the Closing Date and therefore the estimated amount of Cash, Working Capital, Indebtedness and Transaction Expenses included therein may be different than the actual amount of such items were the determination thereof been made after the Closing Date. Accordingly, this Section 2.5 sets forth the process by which such estimates may be adjusted; provided that, in order to ensure that the adjustment of any such estimated item reflects an adjustment only between the estimate thereof and the actual amount thereof, each of Cash, Working Capital, Indebtedness and Transaction Expenses shall be finally determined applying solely the Working Capital Methodology (i.e., no accounting methods, policies, principles, practices, procedures, classifications, judgments or estimation methodologies inconsistent with the Working Capital Methodology may be used by Parent (or, if applicable, the Accounting Firm) in calculating any such items, as the sole purpose of the purchase price adjustment is to measure the difference, if any, between the estimate of an item and the actual amount of such item). (a) Promptly Within ninety (90) calendar days after the Closing Date, and in any event not later than sixty (60) Business Days following the Closing Date, the Purchaser Parent shall cause the Company to prepare and deliver to the Sellers’ Representative a statement (the “Closing Statement”) setting forth the Purchaserin reasonable detail Parent’s good faith calculations calculation of the following items (each, a “Closing Item”): (i) the amount of the Closing Indebtedness, Cash (as finally determined pursuant to this Section 2.5 “Final Cash”); (ii) the amount of the Closing CashWorking Capital (as finally determined pursuant to this Section 2.5, ”Final Working Capital”); (iii) the aggregate amount of Indebtedness of the Company Transaction ExpensesGroup (as finally determined pursuant to this Section 2.5, “Final Indebtedness”); (iv) the Closing Working Capitalaggregate amount of Transaction Expenses (as finally determined pursuant to this Section 2.5, “Final Transaction Expenses”); and (v) the amount of the Working Capital Adjustment, (vi) the Sales Tax Holdback, and (vii) a resulting calculation of the Final Purchase Price based on Price. (b) In order that Representative may independently audit the amounts Closing Statement and the application of the Working Capital Methodology in respect of the determination of Final Cash, Final Working Capital, Final Indebtedness and Final Transaction Expenses, the Company Group shall, upon reasonable request, provide Representative and its Agents with copies of financial and other pertinent information of the Company Group and reasonable access during business hours to the Company Group’s Agents. (c) Representative shall have 30 calendar days after its receipt of the Closing Statement (“Review Period”) within which to review Parent’s calculation of the Closing Items. If Representative disputes any of the Closing Items, Representative shall notify Parent in writing of its objection to such Closing Items within the Review Period, together with a description of the basis for and dollar amount of such disputed items (to the extent reasonably possible) (a “Dispute Notice”). The Closing Items, as set forth in the Closing Statement, shall become final, conclusive and binding on the Parties unless Representative delivers to Parent a Dispute Notice within the Review Period. The Closing Statement shall be prepared in If Representative delivers a manner consistent with the policies and principles used by the Company in connection with the preparation of the Financial StatementsDispute Notice, consistently applied. Upon delivery of any amounts on the Closing Statement not objected to by Representative in the PurchaserDispute Notice shall be final, conclusive and binding on the Purchaser shall cause the Company to provide the Sellers’ Representative and its Representatives with reasonable access, during normal business hours, to the Company’s accounting and other personnel and to the books and records of the Company, as the case may beParties, and any other document or information reasonably requested by the Sellers’ RepresentativeParent and Representative shall, in order to allow the Sellers’ Representative and its Representatives to verify the accuracy of the Closing Statement. (b) In the event that the Sellers’ Representative does not object to the Closing Statement by written notice of objection (the “Notice of Objection”) delivered to Purchaser within 30 Business Days after the Sellers’ Representativecalendar days following Parent’s receipt of the Closing Statementsuch Dispute Notice (“Resolution Period”), the recalculation of the Initial Purchase Price pursuant to the Closing Statement shall be deemed final and binding. A Notice of Objection under this Section 2.03(b) hereof shall set forth in reasonable detail the Sellers’ Representative’s alternative calculations of (i) as applicable, (A) the amount of the Closing Indebtedness, (B) the amount of the Closing Cash, (C) the Company Transaction Expenses, and/or (D) the Closing Working Capital and the Working Capital Adjustment calculated by reference thereto and (ii) a recalculation of the Final Purchase Price based on such applicable alternative calculations. (c) If the Sellers’ Representative delivers a Notice of Objection to the Purchaser within the thirty (30) Business Day period referred to in Section 2.03(b) hereof, then any element of the Closing Statement that is not in dispute on the date such Notice of Objection is given shall be treated as final and binding and any dispute (all such amounts, the “Disputed Amounts”) shall be resolved as set forth in this Section 2.03(c): (i) The Sellers’ Representative and Purchaser shall promptly endeavor attempt in good faith to resolve their differences with respect to the Disputed Amounts listed matters set forth in the Dispute Notice and any such written resolution shall be final, conclusive and binding on the Parties. If, at the conclusion of Objectionthe Resolution Period, any amounts remain in dispute, then each of Parent and Representative shall submit all items remaining in dispute to a nationally recognized accounting firm mutually acceptable to Parent and Representative (“Accounting Firm”) for resolution by delivering within 10 calendar days after the expiration of the Resolution Period to the Accounting Firm their written position with respect to such items remaining in dispute. If The fees and expenses of the Accounting Firm pursuant to this Section 2.5(c) shall be allocated by the Accounting Firm between Parent and Representative based on the portion of the contested amount with respect to which each party did not prevail relative to the aggregate contested amount (i.e., for illustrative purposes only, if Representative prevailed with respect to 40% of the aggregate contested amount, then Representative would be responsible for 60% of such fees and expenses of the Accounting Firm). The Accounting Firm shall determine, based solely on the submissions by Representative and Parent, and not by independent review, only those issues set forth in the Dispute Notice that remain in dispute and shall determine a written agreement determining value for any such disputed item which is equal to or between the Disputed Amounts has not been reached final values proposed by Parent and Representative in their respective submissions. Parent and Representative shall request that the Accounting Firm make a decision with respect to all disputed items within 10 Business Days (or such longer period as may be agreed by the Sellers’ Representative and Purchaser) after the date submissions of receipt by Purchaser from Sellers’ Representative of the Notice of ObjectionParent and Representative, the resolution of such Disputed Amounts shall be submitted to an office and in the United States of an impartial, nationally-recognized firm of independent certified public accountants, other than the Sellers’ accountants or the Purchaser's accountants, who the Sellers and the Purchaser shall appoint by mutual agreement (the “Arbitrator”)any event as promptly as practicable. The Sellers’ Representative and Purchaser shall submit to the Arbitrator and exchange with each other in advance of the hearing a single figure representing the amount it believes should be awarded. The Arbitrator shall be limited to awarding only one of the two figures submitted. (ii) The Sellers’ Representative and Purchaser shall use their commercially reasonable efforts to cause the Arbitrator to render a decision in accordance with this Section 2.03(c) along with a statement of reasons therefor within 30 days of the submission of the Disputed Amounts, or a reasonable time thereafter, to the Arbitrator. The decision of the Arbitrator shall be final, binding and non-appealable upon each party hereto and the decision of the Arbitrator shall constitute an arbitral award that is final, binding and non‑appealable and upon which a judgment may be entered by a court having jurisdiction thereover. (iii) The Final Purchase Price shall be recalculated based upon the final determination (or deemed determination) of the Arbitrator with respect to the Disputed Amounts and the Final Purchase Price, as so recalculated, shall be deemed to be final and binding. (iv) If the Sellers’ Representative and Purchaser submit any Disputed Amounts to the Arbitrator for resolution, the Sellers’ Representative and Purchaser shall each pay their own costs and expenses incurred under this Section 2.03(c). The Sellers’ Representative shall be responsible for that fraction of the fees and costs of the Arbitrator where (A) the numerator is the absolute value of the difference between Sellers’ Representative’s aggregate position with respect to the Final Purchase Price and the Final Purchase Price as recalculated based upon Arbitrator’s final determination with respect to the Disputed Amounts and (B) the denominator is the absolute value of the difference between Sellers’ Representative’s aggregate position with respect to the Final Purchase Price and Purchaser’s aggregate position with respect to the Final Purchase Price, and Purchaser all disputed items shall be responsible for the remainder of such fees and costs. (v) The Arbitrator shall act as an arbitrator to determine, based upon the provisions of this Section 2.03(c), only the Disputed Amounts and the determination of each amount of the Disputed Amounts shall be made in accordance with the procedures set forth in Section 2.04(a) hereofa written statement by the Accounting Firm delivered to Parent and Representative and shall be final, conclusive and binding on the Parties. Parent and Representative shall promptly execute any reasonable engagement letter requested by the Accounting Firm and shall each cooperate fully with the Accounting Firm, including by providing the information, data and work papers used by Parent and Representative to prepare or calculate the Closing Items, making its personnel and accountants available to explain any such information, data or work papers, so as to enable the Accounting Firm to make such determination as quickly and as accurately as practicable. (d) Upon the determination, in accordance with Section 2.03(b) or Section 2.03(c) hereof, of the Final Purchase Price, the Sellers’ Representative or Purchaser, as the case may be, shall make the payment required by subsections (i) or (ii) of this Section 2.03(d). The amount payable by the Sellers’ Representative or Purchaser pursuant to this Section 2.03(d) is referred to herein as the “Purchase Price Adjustment” and shall be treated as an adjustment to the purchase price for federal, state, local and foreign income Tax purposes: (i) If the Final Purchase Price is greater than the Initial Purchase PricePrice (such excess amount, then the Purchaser shall pay to each of the Sellers their respective pro rata shares (as set forth in Annex 1) of the difference between “Excess Amount”), then, within two Business Days after the Final Purchase Price and the Initial Purchase Price within three is finally determined pursuant to this Section 2.5, (3i) Business Days of the determination of the Final Purchase Price, such Purchase Price Adjustment to be paid by wire transfer of immediately available funds to such accounts designated by the Sellers’ Representative in writing Parent shall pay to the Purchaser promptly after Paying Agent an amount equal to the final determination of Excess Amount and (ii) Parent and Representative shall direct the Final Purchase PriceEscrow Agent to pay to the Paying Agent an amount equal to the Adjustment Escrow Amount. (iie) If the Final Purchase Price is less than the Initial Purchase PricePrice (such shortfall amount, then “Shortfall Amount”), then, within three (3) two Business Days after the determination of the Final Purchase Price each Seller is finally determined pursuant to this Section 2.5, Parent and Representative shall direct the Escrow Agent to pay or cause to Parent an aggregate amount equal to the lesser of the Shortfall Amount and the Adjustment Escrow Amount, and if the Shortfall Amount is less than the Adjustment Escrow Amount (such difference, “Remaining Holdback Amount”), then Parent and Representative shall direct the Escrow Agent to pay to the Paying Agent an amount equal to the Remaining Holdback Amount. (f) All amounts ultimately payable to the Equityholders pursuant to this Section 2.5 shall be allocated among and paid to the Purchaser their respective pro rata shares (Equityholders as set forth if such amounts had been included in Annex 1) of the difference between Closing Merger Consideration as determined by Representative. All amounts paid under this Section 2.5 to the Final Purchase Price and the Initial Purchase Price, with such Purchase Price Adjustment to Paying Agent shall thereafter be paid by wire transfer in immediately available funds to an account designated by the Purchaser in writing Paying Agent to the Sellers’ Representative promptly after the final determination of Equityholders. (g) Any payments made pursuant to this Section 2.5 shall be deemed an adjustment to the Final Purchase Price.

Determination of Purchase Price Adjustment. (a) Promptly Within ninety (90) days after the Closing Date, and in any event not later than sixty (60) Business Days following the Closing Date, the Purchaser shall cause the Company to Parent may prepare and deliver to the Sellers’ Representative a statement (the “Closing Purchase Price Adjustment Statement”) setting forth the PurchaserParent’s good faith calculations of (i) the amount of the Closing Indebtedness, (ii) the amount of the Closing Cash, (iii) the Company Transaction Expenses, (iv) the Closing Working Capital, (v) the amount computation of the Working Capital Adjustment, (vi) Balance and the Sales Tax HoldbackExcess Closing Company Debt, and (vii) a calculation of Parent may deliver such statement to the Final Purchase Price based on Principal Shareholders as Shareholder Representative, together with such schedules and data with respect to the amounts determination thereof as may be appropriate to support the calculations set forth in the Closing Purchase Price Adjustment Statement. The Closing Statement shall be prepared in a manner consistent with Following the policies and principles used by the Company in connection with the preparation of the Financial Statements, consistently applied. Upon delivery of the Closing Statement by the PurchaserPurchase Price Adjustment Statement, the Purchaser Surviving Corporation shall provide, and Parent shall cause the Company Surviving Corporation to provide the Sellers’ Representative and its Representatives with reasonable access, during normal business hoursprovide, to the CompanyPrincipal Shareholders and Parent prompt and reasonable access to the Surviving Corporation’s auditors and accounting and other personnel and to the books and records of the Company, as the case may be, Surviving Corporation and any other document documents or information reasonably requested by the Sellers’ RepresentativePrincipal Shareholders and Parent (including the work papers of the Surviving Corporation’s auditors), in order to allow the Sellers’ Representative Principal Shareholders and its Representatives Parent to verify the accuracy of the Closing computation set forth in the Purchase Price Adjustment Statement. Parent and the Principal Shareholders will use commercially reasonable efforts to expedite the preparation of, and the assertion and resolution of any objections with respect to, the Purchase Price Adjustment Statement, in an effort to cause the Initial Escrow Release Date (as defined in Section 8.4(d) hereof) to occur as soon as reasonably practicable. (b) In If the event that Principal Shareholders disagree with the Sellers’ Representative does not object to calculation of any of the Closing Statement by written notice items set forth in the Purchase Price Adjustment Statement, the Principal Shareholders shall notify Parent in writing of objection such disagreement (the an “Notice of ObjectionObjection Notice”) delivered to Purchaser within 30 Business Days forty-five (45) days after the Sellers’ Representative’s receipt of the Closing StatementPurchase Price Adjustment Statement by the Principal Shareholders. Any Objection Notice shall (i) specify in reasonable detail the nature of any disagreement so asserted and (ii) specify the line item or items in the Purchase Price Adjustment Statement with which the Principal Shareholders disagree and the amount of each such line item or items as calculated by the Principal Shareholders. The Principal Shareholders shall be deemed to have agreed with all items and amounts included in the Purchase Price Adjustment Statement delivered pursuant to Section 1.17(a) except such items that are specifically disputed in the Objection Notice. If the Principal Shareholders fail to deliver an Objection Notice to Parent within forty-five (45) days after receipt of the Purchase Price Adjustment Statement by the Principal Shareholders, the recalculation of the Initial Purchase Price pursuant to the Closing Adjustment Statement shall be deemed final and binding. A Notice of Objection under this Section 2.03(b) hereof shall set forth in reasonable detail binding on Parent, the Sellers’ Representative’s alternative calculations of (i) as applicableSurviving Corporation, (A) the amount of the Closing Indebtedness, (B) the amount of the Closing Cash, (C) the Company Transaction Expenses, and/or (D) the Closing Working Capital and the Working Capital Adjustment calculated by reference thereto and (ii) a recalculation Security Holders for purposes of the Final Purchase Price based on such applicable alternative calculationsthis Agreement. (c) If the Sellers’ Representative delivers a Principal Shareholders deliver an Objection Notice of Objection to the Purchaser Purchase Price Adjustment Statement within forty-five (45) days following the receipt of such statement, then the Principal Shareholders and Parent shall negotiate in good faith and attempt to resolve their disagreement. Should such negotiations not result in an agreement within thirty (30) Business Day period referred days after delivery of an Objection Notice, the issues remaining in dispute shall be submitted to in Section 2.03(b) hereofa neutral auditor mutually agreeable to the Principal Shareholders and Parent (the “Neutral Auditor”). If Parent and the Principal Shareholders are unable to agree upon a Neutral Auditor within such time period, then the Neutral Auditor shall be an accounting firm of national standing designated by the AAA in Fort Lauderdale, Florida. The Principal Shareholders and Parent shall furnish or cause to be furnished to the Neutral Auditor such work papers and other documents and information relating to the disputed issues as they may deem necessary or appropriate or as the Neutral Auditor may request and that are available to that party or its agents. Further, the Principal Shareholders and Parent shall be afforded the opportunity to present to the Neutral Auditor any element material relating to the disputed issues and to discuss the issues with the Neutral Auditor, provided, however, that no party shall have any discussions with the Neutral Auditor without first providing the other parties with notice of such discussions and a reasonable opportunity to attend, observe or otherwise participate in such discussions. All fees and expenses relating to the work, if any, performed by the Neutral Auditor will be borne equally by Parent and the Shareholder Representative. The Neutral Auditor will deliver to Parent and the Principal Shareholders as Shareholder Representative, as promptly as practicable and in any event within thirty (30) days after its appointment, a written determination (which determination shall include a worksheet setting forth all material calculations used in arriving at such determination and shall be based solely on information provided to the Neutral Auditor by Parent and the Principal Shareholders or their respective Affiliates) of the Closing Statement that is not in dispute on the date such Notice of Objection is given shall be treated as final and binding and disputed items. In resolving any dispute (all such amountsdisputed item, the “Disputed Amounts”Neutral Auditor: (i) shall be resolved as bound by the principles set forth in this Section 2.03(c): (i) The Sellers’ Representative 1.17 and Purchaser shall promptly endeavor in good faith to resolve the Disputed Amounts listed in the Notice of Objection. If a written agreement determining the Disputed Amounts has not been reached within 10 Business Days (or such longer period as may be agreed by the Sellers’ Representative and Purchaser) after the date of receipt by Purchaser from Sellers’ Representative of the Notice of Objection, the resolution of such Disputed Amounts shall be submitted to an office in the United States of an impartial, nationally-recognized firm of independent certified public accountants, other than the Sellers’ accountants or the Purchaser's accountants, who the Sellers and the Purchaser shall appoint by mutual agreement (the “Arbitrator”). The Sellers’ Representative and Purchaser shall submit to the Arbitrator and exchange with each other in advance of the hearing a single figure representing the amount it believes should be awarded. The Arbitrator shall be limited to awarding only one of the two figures submitted. (ii) shall limit its review to the line items and items specifically set forth in and properly raised in an Objection Notice. The Sellers’ Representative Neutral Auditor’s determination shall be final and Purchaser shall use their commercially reasonable efforts to cause the Arbitrator to render a decision in accordance with this Section 2.03(c) along with a statement of reasons therefor within 30 days binding upon all of the submission parties to this Agreement and the Security Holders. Upon the agreement of Parent and the Disputed Amounts, Principal Shareholders or a reasonable time thereafter, to the Arbitrator. The decision of the Arbitrator shall be final, binding and non-appealable upon each party hereto and the decision of the Arbitrator Neutral Auditor, or if the Principal Shareholders fail to deliver an Objection Notice to Parent within the forty-five (45) day period provided in Section 1.17(b), the Purchase Price Adjustment Statement, as adjusted (if necessary) pursuant to the terms of this Agreement, including the final (as adjusted pursuant hereto) Working Capital Balance (the “Final Working Capital Balance”) and the final (as adjusted pursuant hereto) Excess Closing Company Debt (the “Final Excess Closing Company Debt”), shall constitute an arbitral award that is final, binding and non‑appealable and upon which a judgment may be entered by a court having jurisdiction thereover. (iii) The Final Purchase Price shall be recalculated based upon the final determination (or deemed determination) of the Arbitrator with respect to the Disputed Amounts and the Final Purchase Price, as so recalculated, shall be deemed to be final and binding. (iv) If the Sellers’ Representative and Purchaser submit any Disputed Amounts to the Arbitrator for resolution, the Sellers’ Representative and Purchaser shall each pay their own costs and expenses incurred under this Section 2.03(c). The Sellers’ Representative shall be responsible for that fraction of the fees and costs of the Arbitrator where (A) the numerator is the absolute value of the difference between Sellers’ Representative’s aggregate position with respect to the Final Purchase Price and the Final Purchase Price as recalculated based upon Arbitrator’s final determination with respect to the Disputed Amounts and (B) the denominator is the absolute value of the difference between Sellers’ Representative’s aggregate position with respect to the Final Purchase Price and Purchaser’s aggregate position with respect to the Final Purchase Price, and Purchaser shall be responsible for the remainder of such fees and costs. (v) The Arbitrator shall act as an arbitrator to determine, based upon the provisions of this Section 2.03(c), only the Disputed Amounts and the determination of each amount of the Disputed Amounts shall be made in accordance with the procedures set forth in Section 2.04(a) hereofall purposes hereunder. (d) Upon the determination, in accordance with Section 2.03(b) or Section 2.03(c) hereof, of If the Final Purchase PriceExcess Closing Company Debt exceeds the Closing Date Excess Closing Company Debt by an amount greater than zero (such amount, the Sellers’ Representative or Purchaser, as the case may be, shall make the payment required by subsections (i) or (ii) of this Section 2.03(d). The amount payable by the Sellers’ Representative or Purchaser pursuant to this Section 2.03(d) is referred to herein as the “Negative Purchase Price Adjustment” and Adjustment Amount”), then Parent shall be treated entitled to reduce on a pro rata basis the number of shares of Parent Common Stock to be issued or issuable as Merger Consideration (including by receiving from the Escrow Fund a payment of that number of Escrow Shares) valued at Market Value in an adjustment amount equal to the purchase price for federal, state, local and foreign income Tax purposes:Negative Purchase Price Adjustment Amount. (ie) If the Closing Date Excess Closing Company Debt exceeds the Final Purchase Price is Excess Closing Company Debt by an amount greater than zero (such amount, the Initial Purchase Price, then the Purchaser shall pay to each of the Sellers their respective pro rata shares (as set forth in Annex 1) of the difference between the Final Purchase Price and the Initial Purchase Price within three (3) Business Days of the determination of the Final Purchase Price, such “Positive Purchase Price Adjustment to be paid by wire transfer Amount”), then Parent shall deliver additional shares of immediately available funds to such accounts designated by the Sellers’ Representative in writing Parent Common Stock at Market Value equal to the Purchaser promptly after the final determination of the Final Purchase Price. (ii) If the Final Purchase Price is less than the Initial Purchase Price, then within three (3) Business Days after the determination of the Final Purchase Price each Seller shall pay or cause to be paid to the Purchaser their respective pro rata shares (as set forth in Annex 1) of the difference between the Final Purchase Price and the Initial Purchase Price, with such Positive Purchase Price Adjustment to be paid by wire transfer in immediately available funds to an account designated by the Purchaser in writing Amount for distribution to the Sellers’ Representative promptly after the final determination Security Holders as part of the Final Purchase PriceMerger Consideration.

Determination of Purchase Price Adjustment. The Parties recognize the Estimated Closing Statement is being delivered to Parent prior to the Closing Date and therefore the estimated amount of Cash, Working Capital, Indebtedness and Transaction Expenses included therein may be different than the actual amount of such items were the determination of such items to occur on the Closing Date. Accordingly, this Section 2.5 sets forth the process by which such estimates may be adjusted; provided that, in order to ensure that the adjustment of any such estimated item reflects an adjustment only between the estimate thereof and the actual amount thereof, each of Cash, Working Capital, Indebtedness and Transaction Expenses shall be finally and solely determined by applying the Company Accounting Principles (i.e., no accounting methods, policies, principles, practices, procedures, classifications, judgments or estimation methodologies inconsistent with the Company Accounting Principles may be used by Parent (or, if applicable, the Accounting Firm) in calculating any such items, as the sole purpose of the purchase price adjustment is to measure the difference, if any, between the estimate of an item and the actual amount of such item). (a) Promptly No later than 45 calendar days after the Closing Date, and in any event not later than sixty (60) Business Days following the Closing Date, the Purchaser Parent shall cause the Company to prepare and deliver to the Sellers’ Representative a statement (the “"Closing Statement”") setting forth the Purchaser’s in reasonable detail Parent's good faith calculations calculation of the following items (each, a "Closing Item"): (i) the amount of the Closing IndebtednessCash (as finally determined pursuant to this Section 2.5, "Final Cash"), (ii) the amount of the Closing CashWorking Capital (as finally determined pursuant to this Section 2.5, "Final Working Capital"), (iii) the Company Transaction Expensesaggregate amount of Indebtedness (as finally determined pursuant to this Section 2.5, "Final Indebtedness"), (iv) the Closing Working Capitalaggregate amount of Transaction Expenses (as finally determined pursuant to this Section 2.5, "Final Transaction Expenses") and (v) the amount of the Working Capital Adjustment, (vi) the Sales Tax Holdback, and (vii) a resulting calculation of the Final Purchase Price based on Price. (b) From and after Representative's receipt of the amounts Closing Statement until the Closing Items are finally determined pursuant to this Section 2.5, Representative, its Affiliates and their respective Agents shall be permitted reasonable access to the Surviving Corporation, its subsidiaries and their auditors, accountants, personnel, books and records and any other documents or information reasonably requested by Representative or such Agents (including the information, data and work papers used by auditors or accountants that assisted in the preparation of the Closing Items). (c) Representative shall have 30 calendar days after its receipt of the Closing Statement ("Review Period") during which to review Parent's calculation of the Closing Items. If Representative disputes any of the Closing Items, Representative shall notify Parent in writing of its objection to such Closing Items within the Review Period, together with a description of the basis for and dollar amount of such disputed items (to the extent reasonably possible) (a "Dispute Notice"). The Closing Items, as set forth in the Closing Statement, shall become final, conclusive and binding on the Parties unless Representative delivers to Parent a Dispute Notice within the Review Period. The Closing Statement shall be prepared in If Representative delivers a manner consistent with the policies and principles used by the Company in connection with the preparation of the Financial StatementsDispute Notice, consistently applied. Upon delivery of any amounts on the Closing Statement not objected to by Representative in the PurchaserDispute Notice shall be final, conclusive and binding on the Purchaser shall cause the Company to provide the Sellers’ Representative and its Representatives with reasonable access, during normal business hours, to the Company’s accounting and other personnel and to the books and records of the Company, as the case may beParties, and any other document or information reasonably requested by the Sellers’ RepresentativeParent and Representative shall, in order to allow the Sellers’ Representative and its Representatives to verify the accuracy of the Closing Statement. (b) In the event that the Sellers’ Representative does not object to the Closing Statement by written notice of objection (the “Notice of Objection”) delivered to Purchaser within 30 Business Days after the Sellers’ Representative’s calendar days following Parent's receipt of the Closing Statementsuch Dispute Notice ("Resolution Period"), the recalculation of the Initial Purchase Price pursuant to the Closing Statement shall be deemed final and binding. A Notice of Objection under this Section 2.03(b) hereof shall set forth in reasonable detail the Sellers’ Representative’s alternative calculations of (i) as applicable, (A) the amount of the Closing Indebtedness, (B) the amount of the Closing Cash, (C) the Company Transaction Expenses, and/or (D) the Closing Working Capital and the Working Capital Adjustment calculated by reference thereto and (ii) a recalculation of the Final Purchase Price based on such applicable alternative calculations. (c) If the Sellers’ Representative delivers a Notice of Objection to the Purchaser within the thirty (30) Business Day period referred to in Section 2.03(b) hereof, then any element of the Closing Statement that is not in dispute on the date such Notice of Objection is given shall be treated as final and binding and any dispute (all such amounts, the “Disputed Amounts”) shall be resolved as set forth in this Section 2.03(c): (i) The Sellers’ Representative and Purchaser shall promptly endeavor attempt in good faith to resolve their differences with respect to the Disputed Amounts listed matters set forth in the Dispute Notice of Objection. If a and any such written agreement determining the Disputed Amounts has not been reached within 10 Business Days (or such longer period as may be agreed by the Sellers’ Representative and Purchaser) after the date of receipt by Purchaser from Sellers’ Representative of the Notice of Objection, the resolution of such Disputed Amounts shall be submitted to an office in the United States of an impartial, nationally-recognized firm of independent certified public accountants, other than the Sellers’ accountants or the Purchaser's accountants, who the Sellers and the Purchaser shall appoint by mutual agreement (the “Arbitrator”). The Sellers’ Representative and Purchaser shall submit to the Arbitrator and exchange with each other in advance of the hearing a single figure representing the amount it believes should be awarded. The Arbitrator shall be limited to awarding only one of the two figures submitted. (ii) The Sellers’ Representative and Purchaser shall use their commercially reasonable efforts to cause the Arbitrator to render a decision in accordance with this Section 2.03(c) along with a statement of reasons therefor within 30 days of the submission of the Disputed Amounts, or a reasonable time thereafter, to the Arbitrator. The decision of the Arbitrator shall be final, conclusive and binding and non-appealable upon each party hereto and on the decision Parties. If, at the conclusion of the Arbitrator Resolution Period, any amounts remain in dispute, then each of Parent and Representative shall constitute an arbitral award that is final, binding submit all items remaining in dispute to a nationally or regionally recognized accounting firm mutually acceptable to Parent and non‑appealable and upon which a judgment may be entered Representative ("Accounting Firm") for resolution by a court having jurisdiction thereover. (iii) The Final Purchase Price shall be recalculated based upon delivering within 10 calendar days after the final determination (or deemed determination) expiration of the Arbitrator with respect Resolution Period to the Disputed Amounts and the Final Purchase Price, as so recalculated, shall be deemed to be final and binding. (iv) If the Sellers’ Representative and Purchaser submit any Disputed Amounts to the Arbitrator for resolution, the Sellers’ Representative and Purchaser shall each pay Accounting Firm their own costs and expenses incurred under this Section 2.03(c). The Sellers’ Representative shall be responsible for that fraction of the fees and costs of the Arbitrator where (A) the numerator is the absolute value of the difference between Sellers’ Representative’s aggregate written position with respect to such items remaining in dispute. The fees and expenses of Accounting Firm pursuant to this Section 2.5(c) shall be divided equally between Parent and Representative (it being understood that Representative shall be entitled to pay all such fees out of the Final Purchase Price Expense Holdback Amount). Accounting Firm shall determine, based solely on the submissions by Representative and Parent, and not by independent review, only those issues set forth in the Final Purchase Price Dispute Notice that remain in dispute and shall determine a value for any such disputed item which is equal to or between the final values proposed by Parent and Representative in their respective submissions. Parent and Representative shall request that Accounting Firm make a decision with respect to all disputed items within 10 business days after the submissions of Parent and Representative, and in any event as recalculated based upon Arbitrator’s promptly as practicable. The final determination with respect to the Disputed Amounts and (B) the denominator is the absolute value of the difference between Sellers’ Representative’s aggregate position with respect to the Final Purchase Price and Purchaser’s aggregate position with respect to the Final Purchase Price, and Purchaser all disputed items shall be responsible for the remainder of such fees and costs. (v) The Arbitrator shall act as an arbitrator to determine, based upon the provisions of this Section 2.03(c), only the Disputed Amounts and the determination of each amount of the Disputed Amounts shall be made in accordance with the procedures set forth in Section 2.04(a) hereofa written statement by Accounting Firm delivered to Parent and Representative and shall be final, conclusive and binding on Parent and Representative. Parent and Representative shall promptly execute any reasonable engagement letter requested by Accounting Firm and shall each cooperate fully with Accounting Firm, including by providing the information, data and work papers used by each Party or Representative to prepare or calculate the Closing Items, making its personnel and accountants available to explain any such information, data or work papers, so as to enable Accounting Firm to make such determination as quickly and as accurately as practicable. (d) Upon the determination, in accordance with Section 2.03(b) or Section 2.03(c) hereof, of the Final Purchase Price, the Sellers’ Representative or Purchaser, as the case may be, shall make the payment required by subsections (i) or (ii) of this Section 2.03(d). The amount payable by the Sellers’ Representative or Purchaser pursuant to this Section 2.03(d) is referred to herein as the “Purchase Price Adjustment” and shall be treated as an adjustment to the purchase price for federal, state, local and foreign income Tax purposes: (i) If the Final Purchase Price is greater than the Initial Purchase PricePrice (such excess amount, then the Purchaser shall pay to each of the Sellers their respective pro rata shares (as set forth in Annex 1) of the difference between "Excess Amount"), then, within two business days after the Final Purchase Price and is finally determined pursuant to this Section 2.5, Parent shall pay the Initial Purchase Price within three (3) Business Days of the determination of the Final Purchase PricePaying Agent, such Purchase Price Adjustment to be paid by wire transfer of immediately available funds to such accounts designated by the Sellers’ Representative in writing account of Paying Agent, an aggregate amount equal to the Purchaser promptly after Excess Amount and instruct the final determination Paying Agent to pay to Equityholders the aggregate portion of the Final Purchase PriceExcess Amount that such Equityholders are entitled in accordance with Section 2.5(f). Upon such payment of the Excess Amount by Parent, Parent and Representative shall jointly instruct the Escrow Agent to disburse to the Paying Agent (for further payment to the Equityholders pursuant to Section 2.5), by wire transfer of immediately available funds to the account of the Paying Agent, an aggregate amount equal to the Adjustment Escrow Amount. (iie) If the Final Purchase Price is less than the Initial Purchase PricePrice (such shortfall amount, then "Shortfall Amount"), Parent and Representative shall, within three (3) Business Days two business days after the determination of the Final Purchase Price each Seller is finally determined pursuant to this Section 2.5, jointly instruct the Escrow Agent to disburse from the Adjustment Escrow Amount to Parent, by wire transfer of immediately available funds to the account of Parent, an amount equal to the lesser of the Shortfall Amount and the Adjustment Escrow Amount (it being understood that in no event shall Parent be entitled to any amount pursuant to this Section 2.5(e) in excess of the Adjustment Escrow Amount). If the Shortfall Amount is less than the Adjustment Escrow Amount (such difference, the "Remaining Escrow Amount"), then Parent and Representative shall, within two business days after the Final Purchase Price is finally determined pursuant to this Section 2.5, jointly instruct the Escrow Agent to disburse the Remaining Escrow Amount to Equityholders pursuant to Section 2.5(f). Unless Representative determines otherwise, on the 18-month anniversary of the Closing Date, Representative shall pay or cause to the Paying Agent (for further payment to Equityholders pursuant to Section 2.5(f)) an aggregate amount equal to the remaining Expense Holdback Amount. (f) All amounts payable to the Equityholders pursuant to this Section 2.5 shall be allocated among and paid to the Equityholders, without interest, by wire transfer of immediately available funds to the Equityholders' accounts set forth in the Funds Flow, as if such amounts had been included in the Closing Merger Consideration; provided that, any amounts payable to Option Holders shall be paid to the Purchaser their respective pro rata shares (as set forth in Annex 1) Operating Company and the Operating Company shall pay such amounts to the Option Holders net of the difference between the Final Purchase Price applicable withholding amount pursuant to Section 2.4, in each case, as determined by Representative and the Initial Purchase PriceOperating Company, with and such Purchase Price Adjustment to applicable withholding amount shall be paid by wire transfer in immediately available funds to an account designated by the Purchaser in writing Operating Company to the Sellers’ Representative promptly after the final determination of applicable Governmental Entities in accordance with applicable Law. (g) Any payments made pursuant to this Section 2.5 shall be deemed an adjustment to the Final Purchase Price.

Determination of Purchase Price Adjustment. (a) Promptly after the Closing Date, and in any event not later than sixty ninety (6090) Business Days days following the Closing Date, the Purchaser shall cause the Company to prepare and deliver to the Sellers’ Representative Seller a statement (the “Closing Statement”) setting forth the Purchaser’s good faith calculations of (i) the amount of the Closing Indebtedness, (ii) the amount of the Closing Cash, (iii) the amount of the Company Transaction Expenses, (iv) the amount of the Closing Working Capital, (v) the amount of the Working Capital Adjustment, Adjustment and (vi) the Sales Tax Holdback, and (vii) a calculation of the Final Purchase Price based on the amounts set forth in the Closing Statement. The Closing Statement and each of the components set forth thereon shall be prepared in a manner consistent accordance with the policies terms of this Agreement and principles used by the Company in connection with the preparation of the Financial StatementsSpecified Accounting Principles, consistently appliedas applicable. Upon delivery of the Closing Statement by the Purchaser, the Purchaser shall cause the Company to provide the Sellers’ Representative Seller and its Representatives with reasonable access, during normal business hourshours and with reasonable advance notice, to the Company’s accounting and other personnel and to the books and records of the Company, as the case may be, and any other document documents or information (subject to the execution of customary access letters) reasonably requested by the Sellers’ Representative, Seller and necessary in order to allow the Sellers’ Representative Seller and its Representatives to verify the accuracy of the Closing Statement. Notwithstanding anything herein to the contrary and for the avoidance of doubt and for the purpose of avoiding double counting, any amount that would otherwise be deemed a Company Transaction Expense shall not constitute a Company Transaction Expense to the extent paid at or prior to the Closing, unless such Company Transaction Expense was paid with an amount that constitutes Closing Cash which is included in Closing Cash for purposes of the Final Purchase Price. (b) In the event that the Sellers’ Representative Seller does not object to the Closing Statement by written notice of objection (the “Notice of Objection”) delivered to Purchaser within 30 Business Days thirty (30) days after the Sellers’ RepresentativeSeller’s receipt of the Closing Statement, the recalculation of the Initial Purchase Price pursuant to the Closing Statement shall be deemed final and binding. A Notice of Objection under this Section 2.03(b) hereof shall set forth in reasonable detail the Sellers’ RepresentativeSeller’s alternative calculations of (i) as applicable, (A) the amount of the Closing Indebtedness, (Bii) the amount of the Closing Cash, (Ciii) the Company Transaction Expenses, and/or (Div) the Closing Working Capital and the Working Capital Adjustment calculated by reference thereto and (iiv) a recalculation of the Final Purchase Price based on such applicable alternative calculationsamounts. (c) If the Sellers’ Representative Seller delivers a Notice of Objection to the Purchaser within the thirty (30) Business Day day period referred to in Section 2.03(b) hereof, then any element of the Closing Statement that is not in dispute on the date such Notice of Objection is given shall be treated as final and binding and any dispute (all such amounts, the “Disputed Amounts”) shall be resolved as set forth in this Section 2.03(c): (i) The Sellers’ Representative Seller and Purchaser shall promptly endeavor in good faith to resolve the Disputed Amounts listed in the Notice of Objection. If a written agreement determining the Disputed Amounts has not been reached within 10 ten (10) Business Days (or such longer period as may be agreed by the Sellers’ Representative Seller and Purchaser) after the date of receipt by Purchaser from Sellers’ Representative Seller of the Notice of Objection, the resolution of such Disputed Amounts shall be submitted to an office in the United States of an impartial, nationally-a nationally recognized independent accounting firm of independent certified public accountants, other than the Sellers’ accountants or the Purchaser's accountants, who the Sellers mutually acceptable to Purchaser and the Purchaser shall appoint by mutual agreement Seller (the “ArbitratorIndependent Accountant”). The Sellers’ Representative and Purchaser shall submit to the Arbitrator and exchange with each other in advance of the hearing a single figure representing the amount it believes should be awarded. The Arbitrator shall be limited to awarding only one of the two figures submitted. (ii) The Sellers’ Representative Seller and Purchaser shall use their commercially reasonable efforts to cause the Arbitrator Independent Accountant to render a decision in accordance with this Section 2.03(c) along with a statement of reasons therefor within 30 thirty (30) days of the submission of the Disputed Amounts, or a reasonable time thereafter, to the ArbitratorIndependent Accountant. The decision of the Arbitrator Independent Accountant shall be final, binding and non-appealable upon each party hereto and the decision of the Arbitrator Independent Accountant shall constitute an arbitral award that is final, binding and non‑appealable non-appealable and upon which a judgment may be entered by a court having jurisdiction thereover. (iii) The Final Purchase Price shall be recalculated based upon the final determination (or deemed determination) of the Arbitrator Independent Accountant with respect to the Disputed Amounts and the Final Purchase Price, as so recalculated, shall be deemed to be final and binding. (iv) If the Sellers’ Representative Seller and Purchaser submit any Disputed Amounts to the Arbitrator Independent Accountant for resolution, the Sellers’ Representative Seller and Purchaser shall each pay their own costs and expenses incurred under this Section 2.03(c). The Sellers’ Representative . (v) Seller shall be responsible for that fraction of the fees and costs of the Arbitrator Independent Accountant where (A) the numerator is the absolute value portion of the difference between Sellers’ Representative’s aggregate position with respect to the Final Purchase Price and the Final Purchase Price as recalculated based upon Arbitrator’s final determination with respect to the Disputed Amounts expressed in dollars, decided by the Independent Accountant in favor of Purchaser and (B) the denominator is the absolute value of the difference between Sellers’ Representative’s aggregate position with respect to the Final Purchase Price and Purchaser’s aggregate position with respect to the Final Purchase Pricetotal Disputed Amounts, and Purchaser shall be responsible for the remainder of such fees and costs. (vvi) The Arbitrator Independent Accountant shall act solely as an expert and not as an arbitrator (except to the extent set forth in the last sentence of Section 2.03(c)(ii)) to determine, based upon the provisions of this Section 2.03(c), only the Disputed Amounts and the determination of each amount of the Disputed Amounts shall be made in accordance with the procedures set forth in Section 2.04(a2.03(a) hereof. The parties shall use their commercially reasonable efforts to cause the Independent Accountant’s determination of the Disputed Amounts to be no less than the lesser of the amount claimed by either Seller or Purchaser, and shall be no greater than the greater of the amount claimed by either Seller or Purchaser; provided, that if, notwithstanding the commercially reasonable efforts of Seller and Purchaser, (A) the Independent Accountant’s determination of any Disputed Amount is less than the lesser of the amounts claimed by either Seller or Purchaser, then such disputed amount shall be deemed to be the lesser of the amounts claimed by either Seller or Purchaser or (B) the Independent Accountant’s determination of any Disputed Amount is more than the greater of the amounts claimed by either Seller or Purchaser, then such disputed amount shall be deemed to be the greater of the amounts claimed by either Seller or Purchaser. (d) Upon the final determination, in accordance with Section 2.03(b) or Section 2.03(c) hereof, of the Final Purchase Price, the Sellers’ Representative Seller or Purchaser, as the case may be, shall make the payment required by subsections (i) or (ii) of this Section 2.03(d). The amount payable by the Sellers’ Representative Seller or Purchaser pursuant to this Section 2.03(d) is referred to herein as the “Purchase Price Adjustment” and shall be treated as an adjustment to the purchase price for federal, state, local and foreign income Tax purposes: (i) If (X) the Final Purchase Price is greater than (Y) the Initial Purchase Price, then the (A) Purchaser shall pay to each Seller for the account of the Sellers their respective pro rata shares (as set forth in Annex 1) of Seller the difference between the Final amounts in clause (X) and (Y) above and (B) Purchaser shall pay to Seller the Purchase Price and the Initial Purchase Price within three (3) Business Days of the determination of the Final Purchase Price, such Purchase Price Adjustment Holdback Amount. Any amount to be paid by wire transfer of immediately available funds Purchaser pursuant to such accounts designated by the Sellers’ Representative in writing to the Purchaser promptly after the final determination of the Final Purchase Price. (iithis Section 2.03(d) If the Final Purchase Price is less than the Initial Purchase Price, then shall be paid within three (3) Business Days after the determination of the Final Purchase Price each Seller shall pay or cause to be paid to the Purchaser their respective pro rata shares (as set forth in Annex 1) of the difference between the Final Purchase Price and the Initial Purchase Price, with such Purchase Price Adjustment to be paid by wire transfer in of immediately available funds to an account designated by the Purchaser Seller in writing to the Sellers’ Representative Purchaser promptly after the final determination of the Final Purchase Price and Purchaser shall be liable for such amounts. (ii) If (X) the Final Purchase Price is less than (Y) the Initial Purchase Price, (such difference, the “Downward Purchase Price Adjustment”), then (A) if the Purchase Price Holdback Amount exceeds the amount of the Downward Purchase Price Adjustment, Purchaser shall pay to Seller the amount of such excess, and (B) if the amount of the Downward Purchase Price Adjustment exceeds the Purchase Price Holdback Amount, Seller shall pay to Purchaser the amount of such excess. Any amount to be paid by Seller pursuant to this Section 2.03(d) shall be paid within three (3) Business Days after the determination of the Final Purchase Price by wire transfer of immediately available funds to an account designated by Purchaser in writing to Seller promptly after the final determination of the Final Purchase Price and Seller shall be liable for such amounts. (iii) If (X) the Final Purchase Price is equal to (Y) the Initial Purchase Price, there shall be no adjustment pursuant to this Section 2.03(d). In such event, Purchaser shall pay to Seller the Purchase Price Holdback Amount.

Determination of Purchase Price Adjustment. (a) Promptly after the Closing Date, and in any event not later than sixty seventy-five (6075) Business Days days following the Closing Date, the Purchaser Parent shall prepare or shall cause the Company Surviving Partnership to prepare and deliver to the Sellers’ Representative (i) an unaudited consolidated balance sheet of the Partnership as of 11:59 P.M. on the Business Day immediately prior to the Closing Date (the “Closing Balance Sheet”), and (ii) a statement (the “Closing Statement”) setting forth the PurchaserParent’s good faith calculations of (iA) the amount of the Closing Indebtedness, (iiB) the amount of the Closing Cash, (iiiC) the Company amount of the Partnership Transaction Expenses, (ivD) the amount of Closing Working Capital, (vE) the amount by which such Closing Working Capital (1) exceeds the Target Closing Working Capital Ceiling (which would be expressed as a positive number) or (2) is less than the Target Closing Working Capital Floor (which would be expressed as a negative number) (the “Working Capital Adjustment”), (it being understood that if the Closing Working Capital neither exceeds the Target Closing Working Capital Ceiling nor is less than the Target Closing Working Capital Floor, then the Working Capital Adjustment shall be an amount equal to zero (0)), (F) the amount of the Working Capital Adjustment, (vi) the Sales Tax Holdback, Net Advanced Xxxxxxxx and (viiG) a calculation of the Final Purchase Price based on the such amounts set forth in the Closing Statement, which statement shall quantify in reasonable detail the calculations of the items constituting such Closing Indebtedness, such Closing Cash, such Partnership Transaction Expenses, such Closing Working Capital, such Working Capital Adjustment, if any, and such Net Advanced Xxxxxxxx, and in each case calculated in accordance with the terms of this Agreement. The If Parent fails to timely deliver the Closing Statement in accordance with the immediately preceding sentence within such seventy-five (75)-day period, then, at the election of the Sellers’ Representative in its sole discretion, either (x) the Estimated Closing Statement delivered by the Partnership to Parent pursuant to Section 2.6(a) shall be prepared in deemed final for all purposes herein or (y) the Sellers’ Representative shall retain (at the sole cost and expense of Parent) a manner nationally recognized independent accounting firm to provide an audit of the Surviving Partnership’s books, determine the calculation of, and prepare, the Closing Statement consistent with the policies provisions of this Section 2.7(a), the determination of such accounting firm being conclusive, final and principles used binding on the parties hereto; provided, however, that, notwithstanding the foregoing, the Sellers’ Representative reserves any and all other rights granted to it in this Agreement. Parent shall promptly reimburse the Sellers’ Representative upon its request for all fees, costs and expenses incurred by the Company Sellers’ Representative in connection with clause (y) in the preparation of the Financial Statements, consistently appliedimmediately preceding sentence. Upon delivery of the Closing Statement by Parent, Parent and the Purchaser, the Purchaser Surviving Partnership shall cause the Company to provide the Sellers’ Representative and its Representatives with reasonable access, during normal business hours, access to Parent’s and the CompanySurviving Partnership’s auditors and accounting and other personnel and to the books and records of the CompanySurviving Partnership, Merger Subs and the Partnership, as the case may be, and any other document or information reasonably requested by the Sellers’ Representative, in order Representative (including the work papers of Parent and the auditors of the Surviving Partnership) necessary to allow the Sellers’ Representative and its Representatives to verify the accuracy of the Closing Statement. (b) In the event that the Sellers’ Representative does not object to the Closing Balance Sheet or Closing Statement by written notice of objection (the “Notice of Objection”) delivered to Purchaser Parent within 30 Business Days forty-five (45) days after the Sellers’ Representative’s receipt of the Closing Balance Sheet and the Closing Statement, the recalculation calculation of the Initial Final Purchase Price pursuant to the Closing Statement shall be deemed final and binding. A Notice of Objection under this Section 2.03(b) hereof shall set forth in reasonable detail the Sellers’ Representative’s alternative calculations of (i) as applicable, (A) the amount of the Closing Indebtedness, (Bii) the amount of the Closing Cash, (Ciii) the Company amount of any Partnership Transaction Expenses, and/or (Div) the Closing Working Capital and the Working Capital Adjustment calculated by reference thereto thereto, (v) the amount of the Net Advanced Xxxxxxxx and (iivi) a recalculation the calculation of the Final Purchase Price based on such applicable alternative calculationsamounts. To the extent that the delivery of any portion of the Purchase Price Escrow Amount is not subject to dispute or objection pursuant to a timely-delivered Notice of Objection, Parent and the Sellers’ Representative shall joint instruct the Escrow Agent to immediately release such portion of the Purchase Price Escrow Amount to Sellers and/or Parent as contemplated by the Closing Statement. (c) If the Sellers’ Representative delivers a Notice of Objection to the Purchaser Parent within the thirty forty-five (3045) Business Day day period referred to in Section 2.03(b) hereof2.7(b), then any element of the Closing Statement that is not in dispute on the date such Notice of Objection is given shall be treated as final and binding and any dispute (all such disputed amounts, the “Disputed Amounts”) shall be resolved as set forth in this Section 2.03(c):follows: (i) The the Sellers’ Representative and Purchaser Parent shall promptly endeavor in good faith to resolve the Disputed Amounts listed in the Notice of Objection. If In the event that a written agreement determining the Disputed Amounts has not been reached within 10 ten (10) Business Days (or such longer period as may be agreed by the Sellers’ Representative and PurchaserParent) after the date of receipt by Purchaser Parent from the Sellers’ Representative of the Notice of Objection, the resolution of such Disputed Amounts shall be submitted to an office in the United States of an impartial, nationally-recognized firm of independent certified public accountants, other than the Sellers’ accountants or the Purchaser's accountants, who the Sellers and the Purchaser shall appoint by mutual agreement KPMG US LLP (the “Arbitrator”). The If one or more Disputed Amounts are submitted to the Arbitrator for resolution, the Sellers’ Representative and Purchaser Parent shall submit enter into a customary engagement letter with, and to the extent necessary each party to this Agreement will waive and cause its controlling Affiliates to waive any conflicts with, the Arbitrator at the time such dispute is submitted to the Arbitrator and exchange shall cooperate with the Arbitrator in connection with its determination pursuant to this Section 2.7. Within ten (10) days after the Arbitrator has been retained, each of Parent, on the one hand, and the Sellers’ Representative, on the other in advance hand, shall furnish, at its own expense to the Arbitrator and substantially simultaneously to the other a written statement of its position with respect to each Disputed Amount. Within five (5) Business Days after the hearing expiration of such ten (10) day period, each of Parent and the Sellers’ Representative may deliver to the Arbitrator its response to the other’s position on each Disputed Amount; provided, that they deliver a single figure representing copy thereof substantially simultaneously to the amount it believes should other. With each submission, each of Parent and the Sellers’ Representative may also furnish to the Arbitrator such other information and documents as they deem relevant or such information and documents as may be awardedrequested by the Arbitrator; provided that they deliver a copy thereof substantially simultaneously to the other. The Arbitrator may, at its discretion, conduct one or more conferences (whether in person or by teleconference) concerning the Disputed Amounts and each of Parent and the Sellers’ Representative shall be limited have the right to awarding only one of the two figures submitted.present additional documents, materials and other information and to have present its Representatives at such conferences; (ii) The the Sellers’ Representative and Purchaser Parent shall use their commercially reasonable efforts to cause instruct the Arbitrator to promptly (and in any event within thirty (30) days of the submission of the Disputed Amounts to the Arbitrator) render a decision in accordance with this Section 2.03(c2.7(c) along with a written statement delivered to each of reasons therefor within 30 days Parent and the Sellers’ Representative, which shall include the Arbitrator’s (A) determination as to the calculation of each of the submission Disputed Amounts and (B) the corresponding corrective calculations set forth in the Closing Statement that are derived from its determination as to the calculations of the Disputed Amounts, or a reasonable time thereafter, to the Arbitrator. The decision of the Arbitrator shall be final, final and binding and non-appealable upon each party hereto and the decision of the Arbitrator shall constitute an arbitral award that is that, absent manifest error (which shall include the Arbitrator’s failure to adhere to the policies set forth in this Section 2.7(c)), will be final, binding and non‑appealable non-appealable and upon which a judgment may be entered by a court having jurisdiction thereover.; (iii) The the Final Purchase Price shall be recalculated based upon the final determination (or deemed determination) of the Arbitrator with respect to the Disputed Amounts and the Final Purchase Price, as so recalculated, shall be deemed to be final and binding.; (iv) If in the event the Sellers’ Representative and Purchaser Parent submit any Disputed Amounts to the Arbitrator for resolution, the Sellers’ Representative , on a several basis (and Purchaser not jointly and severally) in accordance with their Pro Rata Portions, on the one hand and Parent, on the other hand, shall each pay their own costs and expenses incurred under this Section 2.03(c2.7(c) (it being understood that the costs and expenses of the Sellers shall be paid from the Expense Holdback Amount). The Sellers’ Representative shall be responsible for pay from the Expense Holdback Amount that fraction of the fees and costs of the Arbitrator where equal to (A1) the numerator is the absolute value of the difference between the Sellers’ Representative’s aggregate position with respect to calculation of the Final Purchase Price derived from its aggregate position regarding the Disputed Amounts and the Final Purchase Price as recalculated based upon derived from the Arbitrator’s final determination with respect to the Disputed Amounts and over (B2) the denominator is the absolute value of the difference between the Sellers’ Representative’s aggregate position with respect to calculation of the Final Purchase Price and Purchaser’s derived from its aggregate position with respect to regarding the Disputed Amounts and Parent’s calculation of the Final Purchase PricePrice derived from its aggregate position regarding the Disputed Amounts, and Purchaser Parent shall be responsible for the remainder of such fees and costs.; and (v) The the Arbitrator shall act as an arbitrator to determine, based upon the provisions of this Section 2.03(c2.7(c), only the Disputed Amounts and the determination of each amount of the Disputed Amounts shall be made in accordance with the procedures set forth in Section 2.04(a2.7(a). The Arbitrator shall only decide the specific items under dispute by the parties and if (A) hereofthe Arbitrator’s determination of any Disputed Amount is less than the lesser of the amounts claimed by either the Sellers’ Representative or Parent, then such disputed amount shall be deemed to be the lesser of the amounts claimed by either the Sellers’ Representative or Parent or (B) the Arbitrator’s determination of any Disputed Amount is more than the greater of the amounts claimed by either the Sellers’ Representative or Parent, then such disputed amount shall be deemed to be the greater of the amounts claimed by either the Sellers’ Representative or Parent. (d) Upon the determination, in accordance with Section 2.03(b2.7(b) or Section 2.03(c) hereof2.7(c), of the Final Purchase Price, Sellers, on the Sellers’ Representative one hand, or PurchaserParent, on the other hand, as the case may be, shall make make, or cause to be made, the payment payment(s) required by subsections (i) or (ii) of this Section 2.03(d2.7(d). The amount payable by Sellers, on the Sellers’ Representative one hand, or Purchaser Parent, on the other hand, pursuant to this Section 2.03(d2.7(d) is referred to herein as the “Purchase Price Adjustment” and shall be treated as an adjustment to the purchase price for federal, state, local and foreign income Tax purposes:.” (i) If the Final Purchase Price is greater than the Initial Purchase PricePrice (a “Parent Adjustment Payment”), then (A) Parent shall cause the Purchaser shall pay to each of the Sellers their respective pro rata shares (as set forth in Annex 1) of the difference between the Final Purchase Price and the Initial Purchase Price Partnership to, within three (3) Business Days of after the determination of the Final Purchase PricePrice pursuant to Section 2.7(d), such Purchase Price Adjustment to be paid pay by wire transfer of immediately available funds to such accounts designated by the Sellers’ Representative in writing or its designee (on behalf of the Sellers) the Parent Adjustment Payment and (B) Parent and the Sellers’ Representative shall jointly instruct the Escrow Agent to immediately release the Purchase Price Escrow Amount to the Purchaser promptly after the final determination Sellers’ Representative or its designee (on behalf of the Final Sellers). Promptly upon receipt of the Parent Adjustment Payment and the Purchase PricePrice Escrow Amount, the Sellers’ Representative or its designee, as applicable, shall pay to each Seller its Pro Rata Portion of the Parent Adjustment Payment and the Purchase Price Escrow Amount, and Parent shall not have any responsibility for, or obligation with respect to, such payment. After those joint payments to Sellers’ Representative described in this Section 2.7(d)(i) are made in accordance herewith, Parent shall not have any liability or obligation to Sellers with respect to such amounts. (ii) If the Final Purchase Price is less than the Initial Purchase Price, then within three (3) Business Days after the determination of the Final Purchase Price, Parent and the Sellers’ Representative shall jointly instruct the Escrow Agent to immediately release (A) to Parent from the Purchase Price each Seller shall pay or cause to be paid Escrow Amount an amount equal to the Purchaser their respective pro rata shares (as set forth in Annex 1) of amount by which the difference between Initial Purchase Price exceeds the Final Purchase Price (the “Seller Adjustment Payment”) and (B) to Sellers’ Representative or its designee (on behalf of the Initial Purchase Price, with such Sellers) the remaining balance of the Purchase Price Adjustment Escrow Amount, if any (after giving effect to be paid by wire transfer the distribution in immediately available funds to an account designated by the Purchaser clause (A)). Promptly upon receipt of any amount described in writing to clause (B), the Sellers’ Representative promptly after or its designee, as applicable, shall pay to each Seller its Pro Rata Portion of such amount, and Parent shall not have any responsibility for, or obligation with respect to, such payments. After that payment to Sellers’ Representative described in this Section 2.7(d)(ii) is made in accordance herewith, Parent shall not have any liability or obligation to Sellers with respect to such amount. In the final determination event that the Purchase Price Escrow Amount is less than the Seller Adjustment Payment, none of Parent, the Final Purchase PriceSurviving GP, the Surviving Partnership nor any other Person shall have any recourse against any Seller or any other Person with respect to any such deficiency.

Determination of Purchase Price Adjustment. (a) Promptly after the Closing Date, and in any event not later than sixty ninety (6090) Business Days days following the Closing Month End Date, the Purchaser shall prepare or shall cause the Company to prepare and deliver to the Sellers’ Representative Designee (i) (A) if the Closing Date is on the first day of the month, an unaudited consolidated balance sheet of the Company as of 11:59 p.m. Eastern Time on the Business Day immediately prior to the Closing Date, and (B) if the Closing Date is not on the first day of the month, unaudited consolidated balance sheets of the Company as of the Measurement Date and the Closing Month End Date (the “Closing Balance Sheet”), and (ii) a statement (the “Closing Statement”) setting forth the Purchaser’s good faith calculations of (A) the amount of the Closing Indebtedness, (B) the amount of the Closing Cash, (C) the amount of the Outstanding Company Expenses, (D) the amount of Closing Working Capital, (E) the amount of the Working Capital Adjustment, (F) the Post Measurement Date Payment Amount, and (F) the Final Aggregate Cash Consideration based on such amounts set forth in the Closing Statement, which statement shall include reasonable supporting detail. (b) No later than thirty (30) days following the delivery by Purchaser of the Closing Statement, the Sellers’ Designee shall notify the Purchaser in writing whether it accepts or disputes the accuracy of the calculations set forth in the Closing Statement. During such thirty (30) day period, the Sellers’ Designee and its agents shall be provided with reasonable access, during reasonable hours and upon reasonable prior written notice, to the financial books and records of the Company and the Company Subsidiaries relating to the preparation of the Closing Statement, in each case, as it may reasonably request to enable it to evaluate the calculations set forth in the Closing Statement. In the event that Sellers’ Designee accepts the calculations set forth in the Closing Statement or does not object to the Closing Balance Sheet or Closing Statement by written notice of objection (the “Notice of Objection”) delivered to the Purchaser within thirty (30) days after receipt of the Closing Balance Sheet and the Closing Statement by Sellers’ Designee, the calculation of the Final Aggregate Cash Consideration pursuant to the Closing Statement shall be deemed final and binding. A Notice of Objection shall set forth in reasonable detail Sellers’ Designee’s alternative calculations of (i) the amount of the Closing Indebtedness, (ii) the amount of the Closing Cash, (iii) the amount of the Outstanding Company Transaction Expenses, (iv) the Closing Working Capital, (v) the amount of the Working Capital Adjustment, (vi) the Sales Tax Holdback, and (vii) a calculation of the Final Purchase Price based on the amounts set forth in the Closing Statement. The Closing Statement shall be prepared in a manner consistent with the policies and principles used by the Company in connection with the preparation of the Financial Statements, consistently applied. Upon delivery of the Closing Statement by the Purchaser, the Purchaser shall cause the Company to provide the Sellers’ Representative and its Representatives with reasonable access, during normal business hours, to the Company’s accounting and other personnel and to the books and records of the Company, as the case may be, and any other document or information reasonably requested by the Sellers’ Representative, in order to allow the Sellers’ Representative and its Representatives to verify the accuracy of the Closing Statement. (b) In the event that the Sellers’ Representative does not object to the Closing Statement by written notice of objection (the “Notice of Objection”) delivered to Purchaser within 30 Business Days after the Sellers’ Representative’s receipt of the Closing Statement, the recalculation of the Initial Purchase Price pursuant to the Closing Statement shall be deemed final and binding. A Notice of Objection under this Section 2.03(b) hereof shall set forth in reasonable detail the Sellers’ Representative’s alternative calculations of (i) as applicable, (A) the amount of the Closing Indebtedness, (B) the amount of the Closing Cash, (C) the Company Transaction Expenses, and/or (D) the Closing Working Capital and the Working Capital Adjustment calculated by reference thereto thereto, (v) the Post Measurement Date Payment Amount, and (iivi) a recalculation of the Final Purchase Price Aggregate Cash Consideration based on such applicable alternative calculationsamounts, in each case calculated in accordance with the terms of this Agreement or the items disputed by the Sellers’ Designee. (c) If the Sellers’ Representative Designee delivers a Notice of Objection to the Purchaser within the thirty (30) Business Day day period referred to in Section 2.03(b) hereof2.3(b), then any element of the Closing Statement that is not in dispute on the date such Notice of Objection is given shall be treated as final and binding and any dispute disputed items (all such amounts, the “Disputed AmountsItems”) shall be resolved as set forth in this Section 2.03(c):follows: (i) The During the ten (10) Business Days following delivery of a Notice of Objection, Sellers’ Representative Designee and the Purchaser shall promptly endeavor in good faith to resolve the Disputed Amounts Items listed in the Notice of Objection. During such ten (10) Business Day period and until the final determination of the Purchase Price Adjustment, the Sellers’ Designee and its agents shall be provided with reasonable access, during reasonable hours and upon reasonable prior written notice, to the financial books and records of the Company and the Company Subsidiaries to enable it to evaluate all matters set forth in the Notice of Dispute. If a written agreement determining the Disputed Amounts Items has not been reached within 10 ten (10) Business Days (or such longer period as may be agreed by the Sellers’ Representative Designee and the Purchaser) after the date of receipt by the Purchaser from Sellers’ Representative Designee of the Notice of Objection, the resolution of such Disputed Amounts Items shall be submitted to an office PricewaterhouseCoopers LLP or, if such firm is unwilling or unable to serve as the Neutral Referee, such other independent accountant of national standing to which the Purchaser and Sellers’ Designee shall mutually agree in writing (the “Neutral Referee”) to make a binding determination as to the Disputed Items. Each party hereto acknowledges that the other parties hereto may have a historical relationship with the Neutral Referee in the United States ordinary course of an impartialtheir respective businesses, nationally-recognized firm which may include the provision of independent certified public accountantstax, accounting, consulting or other than services to the other parties hereto by the Neutral Referee. If one or more Disputed Items are submitted to the Neutral Referee for resolution, the Purchaser and Sellers’ accountants or Designee shall cooperate with the Neutral Referee in connection with its determination pursuant to this Section 2.3. Within ten (10) Business Days after the Neutral Referee has been retained, each of the Purchaser's accountants, who on the Sellers one hand, and Sellers’ Designee, on the other hand, shall furnish, at their own expense, to the Neutral Referee and substantially simultaneously to the other, a written statement of its position with respect to each Disputed Item. Within five (5) Business Days after the expiration of such ten (10) Business Day period, each of Purchaser and Sellers’ Designee may deliver to the Neutral Referee its response to the other’s position on each Disputed Item; provided that each delivers a copy thereof substantially simultaneously to the other. With each submission, each of the Purchaser and Sellers’ Designee may also furnish to the Neutral Referee such other information and documents as each deems relevant or such information and documents as may be requested by the Neutral Referee; provided that each delivers a copy thereof substantially simultaneously to the other. The Neutral Referee may, at its discretion, conduct one or more conferences (whether in person or by teleconference) concerning the Disputed Items, and each of the Purchaser and Sellers’ Designee shall have the right to present additional documents, materials and other information and to have present its Representatives at all such conferences; (ii) Sellers’ Designee and the Purchaser shall appoint by mutual agreement instruct the Neutral Referee to promptly (the “Arbitrator”). The Sellers’ Representative and Purchaser shall submit to the Arbitrator and exchange with each other in advance of the hearing a single figure representing the amount it believes should be awarded. The Arbitrator shall be limited to awarding only one of the two figures submitted. any event within twenty (ii20) The Sellers’ Representative and Purchaser shall use their commercially reasonable efforts to cause the Arbitrator to render a decision in accordance with this Section 2.03(c) along with a statement of reasons therefor within 30 days Business Days of the submission of the Disputed Amounts, or a reasonable time thereafter, Items to the ArbitratorNeutral Referee) render a decision with respect to the calculation of each of the Disputed Items (and only with respect to any unresolved Disputed Items set forth in the Notice of Dispute) in accordance with this Section 2.3(c) and based solely on the submissions of the parties pursuant to Section 2.3(c)(ii) along with a written statement delivered to each of the Purchaser and Sellers’ Designee. The decision of the Arbitrator Neutral Referee shall be final, final and binding and non-appealable upon each party hereto and the decision of the Arbitrator Neutral Referee shall constitute an arbitral award that is final, binding and non‑appealable non-appealable and upon which a judgment may be entered by a court having jurisdiction thereover.; (iii) The the Final Purchase Price Aggregate Cash Consideration shall be recalculated based upon the final determination (or deemed determination) of the Arbitrator Neutral Referee with respect to the Disputed Amounts Items, and the Final Purchase PriceAggregate Cash Consideration, as so recalculated, shall be deemed to be final and binding.; (iv) If the Sellers’ Representative and Purchaser submit any Disputed Amounts to the Arbitrator for resolutionfees, the Sellers’ Representative and Purchaser shall each pay their own costs and expenses incurred under this Section 2.03(c). The Sellers’ Representative shall be responsible for that fraction of the fees and costs of the Arbitrator where Neutral Referee (A) shall be borne by the numerator is Purchaser in the absolute value proportion that the aggregate dollar amount of all Disputed Items that are unsuccessfully disputed by the difference between Sellers’ Representative’s aggregate position with respect Purchaser (as finally determined by the Neutral Referee) bears to the Final Purchase Price and the Final Purchase Price as recalculated based upon Arbitrator’s final determination with respect to the aggregate dollar amount of Disputed Amounts Items, and (B) shall be borne by the denominator is Sellers on a several and not joint basis in the absolute value proportion that the aggregate dollar amount of Disputed Items that are successfully disputed by the difference between Sellers’ Representative’s aggregate position with respect Purchaser (as finally determined by the Neutral Referee) bears to the Final Purchase Price and Purchaser’s aggregate position with respect to the Final Purchase Price, and Purchaser shall be responsible for the remainder dollar amount of such fees and costs.all Disputed Items; and (v) The Arbitrator the Neutral Referee shall act as an expert and not as arbitrator to determine, based upon the provisions of this Section 2.03(c2.3(c), only the Disputed Amounts Items, and the determination of each amount of the Disputed Amounts Items shall be made in accordance with the procedures set forth in Section 2.04(a2.3(a). The Neutral Referee shall not assign to any item in dispute a value that is (i) hereofgreater than the greatest value for such item assigned by the Purchaser, on the one hand, or Sellers’ Designee, on the other hand, or (ii) less than the smallest value for such item assigned by the Purchaser, on the one hand, or Sellers’ Designee, on the other hand. (d) Upon the determination, in accordance with Section 2.03(b2.3(b) or Section 2.03(c) hereof2.3(c), of the Final Purchase PriceAggregate Cash Consideration, the Sellers’ Representative Designee and the Purchaser shall cause the Escrow Agent to, or Purchaserthe Purchaser shall, as the case may be, shall make the payment payment(s) required by subsections (i) or (ii) of this Section 2.03(d2.3(d). The amount payable from the Adjustment Escrow Funds or by the Sellers’ Representative or Purchaser pursuant to this Section 2.03(d2.3(d) is referred to herein as the “Purchase Price Adjustment” and shall be treated as an adjustment to the purchase price for federal, state, local and foreign income Tax purposes:”. (i) If the Final Purchase Price Aggregate Cash Consideration is greater than the Initial Purchase PriceEstimated Aggregate Cash Consideration, then the Purchaser shall pay to each the Sellers’ Designee on behalf of and for delivery to the Sellers their respective pro rata shares (as set forth an aggregate amount in Annex 1) of cash equal to the aggregate difference between the Final Purchase Price Aggregate Cash Consideration and the Initial Purchase Price Estimated Aggregate Cash Consideration within three (3) Business Days of the determination of the Final Purchase PriceAggregate Cash Consideration, such Purchase Price Adjustment amount to be paid by wire transfer of immediately available funds to such the account or accounts designated by the Sellers’ Representative Designee pursuant to Section 2.2(b) or such other account or accounts designated in writing by the Sellers’ Designee. Further, the Purchaser and Sellers’ Designee shall jointly instruct the Escrow Agent to immediately release to the Purchaser promptly after Sellers the final determination remaining balance of the Final Purchase PriceAdjustment Escrow Funds in accordance with each Seller’s Pro Rata Seller Share. (ii) If the Final Purchase Price Aggregate Cash Consideration is less than the Initial Purchase PriceEstimated Aggregate Cash Consideration, then within three (3) Business Days after the determination of the Final Purchase Price each Seller Aggregate Cash Consideration, the Purchaser and Sellers’ Designee shall pay or cause jointly instruct the Escrow Agent to be paid immediately release (A) to the Purchaser their respective pro rata shares from the Adjustment Escrow Funds an amount equal to the amount by which the Estimated Aggregate Cash Consideration exceeds the Final Aggregate Cash Consideration (as set forth in Annex 1the “Seller Adjustment Payment”), and (B) to the Sellers, the remaining balance of the difference between Adjustment Escrow Funds, if any, in accordance with each Seller’s Pro Rata Seller Share. In the Final Purchase Price and event that the Initial Purchase PriceSeller Adjustment Payment is greater than the Adjustment Escrow Fund, with such Purchase Price the amount by which the Seller Adjustment to Payment exceeds the Adjustment Escrow Funds shall be paid by the Sellers to the Purchaser by wire transfer in of immediately available funds to an the account designated by the Purchaser in writing to within three (3) Business Days of the Sellers’ Representative promptly after the final determination of the Final Purchase PriceAggregate Cash Consideration. (e) In the event that the Closing occurs on a day other than the first calendar day of a month, during the period from the Closing through the last calendar day of the month in which the Closing occurs: (i) the Purchaser shall not and shall cause the Company and each of its Subsidiaries not to: A. except as otherwise specifically contemplated by this Section 2.3(e), take any action outside of the Ordinary Course of Business that would reasonably be expected to materially and negatively impact (after taking into account any positive impact from such action or other action taken) the Closing Month End Working Capital, except to the extent such impact can be quantified and the Purchaser agrees to adjust the calculation of the Closing Month End Working Capital to reflect such amount with the prior written consent of Sellers’ Designee (which consent will not be unreasonably withheld, conditioned or delayed); B. materially alter the pricing of products sold by the Company between the Closing and the Closing Month End; C. except for any voluntary cessation of employment or termination “for cause”, materially reduce the overall size of the Company’s sales team or reassign a material number of members of the Company’s sales team, in each case as employed by the Company immediately prior to the Closing; D. except for any voluntary cessation of employment or termination “for cause”, terminate any Key Employee or reassign any Key Employee; and E. take any action that causes the Company not to operate as a stand-alone division (subject to Purchaser’s right to provide shared services required by business divisions generally so long as such provision of shared services, in the reasonable determination of Purchaser, would not be expected to materially and negatively impact Closing Month End Working Capital). (ii) the Purchaser shall and shall cause the Company and each of its Subsidiaries to: A. except as otherwise specifically contemplated by this Section 2.3(e), operate the business of the Company in the Ordinary Course of Business in all material respects; B. maintain separate books and records for the Company as is reasonably necessary in order to allow the calculation of Closing Month End Working Capital; and C. allocate capital to the Company in a manner consistent in all material respects with the practice of the Company at or prior to the Closing, provided, however, that if the Purchaser determines in good faith that it is necessary to allocate capital to the Company in excess of the amounts allocated in the Company’s past practice, such excess amounts shall not be taken into account in the calculation of Closing Month End Working Capital. (f) Notwithstanding anything in this Agreement to the contrary, the parties hereto acknowledge and agree that, (i) in the event that the Purchaser fails to comply in all material respects with the provisions of Section 2.3(e), the Working Capital Adjustment shall be deemed to be zero ($0.00) for the purposes of calculating Final Aggregate Cash Consideration and (ii) the remedy set forth in the foregoing clause (i) shall be the Sellers’ sole and exclusive remedy with respect to any claims the Sellers may have with respect to any breach or violation by the Purchaser, or its Affiliates, of Section 2.3(e).

Determination of Purchase Price Adjustment. (a) Promptly Within 90 calendar days after the Closing Date, and in any event not later than sixty (60) Business Days following the Closing Date, the Purchaser Parent shall cause the Company to prepare and deliver to the SellersStockholders’ Representative a statement (the “Closing Statement”) setting forth the Purchaserin reasonable detail Parent’s good faith calculations calculation of the following items (each a “Closing Item”): (i) the amount of the Closing IndebtednessCash (as finally determined pursuant to this Section 2.5, “Final Cash”), (ii) Working Capital (as finally determined pursuant to this Section 2.5, the amount of the Closing Cash, “Final Working Capital”); (iii) the aggregate amount of Indebtedness of the Company Transaction Expensesand the Company Subsidiaries as of the Closing (as finally determined pursuant to this Section 2.5, the “Final Indebtedness”); (iv) the Closing Working Capital, (v) the aggregate amount of Transaction Expenses (as finally determined pursuant to this Section 2.5, the Working Capital Adjustment“Final Transaction Expenses”). With respect to any Closing Item (and each line item thereof), the exchange rate of any currency other than U.S. Dollars shall be determined based on the published Wall Street Journal rate on the Closing Date. Within 90 calendar days after the Closing Date, the Stockholders’ Representative shall deliver to Parent a statement (vithe “Transaction Tax Benefits Statement”) setting forth in reasonable detail the Sales Tax Holdback, and (vii) a Stockholders’ Representative’s good faith calculation of the Final Purchase Price based on the amounts set forth in the Closing Statement. The Closing Statement shall be prepared in a manner consistent with the policies and principles used by the Company in connection with the preparation aggregate amount of the Financial Statements, consistently applied. Upon delivery of the Closing Statement by the PurchaserTransaction Tax Benefits (as finally determined pursuant to this Section 2.5, the Purchaser shall cause the Company to provide the Sellers’ Representative and its Representatives with reasonable access, during normal business hours, to the Company’s accounting and other personnel and to the books and records of the Company, as the case may be, and any other document or information reasonably requested by the Sellers’ Representative, in order to allow the Sellers’ Representative and its Representatives to verify the accuracy of the Closing Statement“Final Transaction Tax Benefits”). (b) In the event that the Sellers’ Representative does not object to the Closing Statement by written notice of objection (the “Notice of Objection”) delivered to Purchaser within 30 Business Days From and after the SellersStockholders’ Representative’s receipt of the Closing Statement, the recalculation Statement and Parent’s receipt of the Initial Purchase Price Transaction Tax Benefits Statement until such items are finally determined pursuant to this Section 2.5, each Party shall be permitted reasonable access, during normal business hours and upon reasonable prior notice, to the other Party’s auditors, accountants, personnel, books and records and any other documents or information reasonably requested (including the information, data and work papers used to prepare and calculate the Closing Statement shall be deemed final Items and binding. A Notice of Objection under this Section 2.03(b) hereof shall set forth in reasonable detail the Sellers’ Representative’s alternative calculations of (i) as applicable, (A) the amount of the Closing Indebtedness, (B) the amount of the Closing Cash, (C) the Company Transaction Expenses, and/or (D) the Closing Working Capital and the Working Capital Adjustment calculated by reference thereto and (ii) a recalculation of the Final Purchase Price based on such applicable alternative calculationsTax Benefits). (c) If the SellersThe Stockholders’ Representative delivers a Notice of Objection to the Purchaser within the thirty (30) Business Day period referred to in Section 2.03(b) hereof, then any element and Parent shall have 60 calendar days after its receipt of the Closing Statement that is not in dispute on or Transaction Tax Benefits Statement, respectively, (the date such Notice “Review Period”) within which to review the calculation of Objection is given shall be treated the Closing Items and the Transaction Tax Benefits. If the Stockholders’ Representative or Parent disputes any of the Closing Items or the Transaction Tax Benefits, as final and binding and any dispute (all such amountsapplicable, the Stockholders’ Representative shall notify Parent in writing of its objection to such Closing Item(s) within the Review Period and Parent shall notify the Stockholders’ Representative in writing of its objection to the Transaction Tax Benefits within the Review Period, together with a description of the basis for and dollar amount of such disputed items (to the extent reasonably possible) (a “Disputed AmountsDispute Notice”) shall be resolved ). The Closing Items, as set forth in this Section 2.03(c): (i) The Sellersthe Closing Statement, and the Transaction Tax Benefits, as set forth on the Transaction Tax Benefits Schedule, shall become final, conclusive and binding on the Parties unless the Stockholders’ Representative and Purchaser shall promptly endeavor in good faith or Parent delivers a Dispute Notice within the Review Period. If the Stockholders’ Representative or Parent timely delivers a Dispute Notice, any amounts on the Closing Statement not objected to resolve by the Disputed Amounts listed Stockholders’ Representative in the Dispute Notice of Objection. If a written agreement determining the Disputed Amounts has not been reached within 10 Business Days (or such longer period by Parent as may be agreed a result of the items disputed by the SellersStockholders’ Representative in any such Dispute Notice) or any amounts on the Transaction Tax Benefits Schedule not objected to by Parent in the Dispute Notice shall be final, conclusive and Purchaser) after binding on the date of receipt by Purchaser from SellersParties, and Parent and the Stockholders’ Representative shall, within 30 calendar days following receipt of the a Dispute Notice of Objection, the resolution of such Disputed Amounts shall be submitted to an office in the United States of an impartial, nationally-recognized firm of independent certified public accountants, other than the Sellers’ accountants or the Purchaser's accountants, who the Sellers and the Purchaser shall appoint by mutual agreement (the “ArbitratorResolution Period”). The Sellers’ Representative and Purchaser shall submit to the Arbitrator and exchange with each other in advance of the hearing a single figure representing the amount it believes should be awarded. The Arbitrator shall be limited to awarding only one of the two figures submitted. (ii) The Sellers’ Representative and Purchaser shall , use their commercially reasonable efforts to cause the Arbitrator attempt to render a decision resolve in accordance writing their differences with this Section 2.03(c) along with a statement of reasons therefor within 30 days of the submission of the Disputed Amounts, or a reasonable time thereafter, respect to the Arbitrator. The decision of matters set forth in the Arbitrator Dispute Notice and any such resolution shall be final, conclusive and binding and non-appealable upon on the Parties. If, at the conclusion of the Resolution Period, any amounts remain in dispute, then each party hereto of Parent and the decision of the Arbitrator shall constitute an arbitral award that is final, binding and non‑appealable and upon which a judgment may be entered by a court having jurisdiction thereover. (iii) The Final Purchase Price shall be recalculated based upon the final determination (or deemed determination) of the Arbitrator with respect to the Disputed Amounts and the Final Purchase Price, as so recalculated, shall be deemed to be final and binding. (iv) If the Sellers’ Representative and Purchaser submit any Disputed Amounts to the Arbitrator for resolution, the Sellers’ Representative and Purchaser shall each pay their own costs and expenses incurred under this Section 2.03(c). The SellersStockholders’ Representative shall be responsible submit all items remaining in dispute to a nationally or regionally recognized accounting firm mutually acceptable to Parent and the Stockholders’ Representative (the “Valuation Firm”) for that fraction resolution by delivering within 10 calendar days after the expiration of the fees and costs of Resolution Period to the Arbitrator where (A) the numerator is the absolute value of the difference between Sellers’ Representative’s aggregate Valuation Firm their written position with respect to such items remaining in dispute. The Valuation Firm shall determine, based solely on the Final Purchase Price submissions by the Stockholders’ Representative and Parent, and not by independent review, only those issues set forth in the Dispute Notice that remain in dispute and shall determine a value for any such disputed item which is equal to or between the final values proposed by Parent and the Final Purchase Price Stockholders’ Representative in their respective submissions. The Parties shall request that the Valuation Firm make a decision with respect to all disputed items within 30 calendar days after the submissions of the Parties, and in any event as recalculated based upon Arbitrator’s promptly as practicable. The final determination with respect to all dispute items shall be set forth in a written statement by the Disputed Amounts Valuation Firm delivered to Parent and (B) the denominator is Stockholders’ Representative and shall be final, conclusive and binding on Parent and the absolute value Equityholders. Parent and the Stockholders’ Representative shall promptly execute any reasonable engagement letter requested by the Valuation Firm and shall each cooperate fully with the Valuation Firm, including by providing the information, data and work papers used by each Party to prepare and/or calculate the Closing Items or the Transaction Tax Benefits, making its personnel and accountants available to explain any such information, data or work papers, so as to enable the Valuation Firm to make such determination as quickly and as accurately as practicable. The fees and expenses of the difference Valuation Firm pursuant to this Section 2.5(c) shall be allocated between SellersParent, on the one hand, and the Stockholders’ Representative’s aggregate position with respect Representative (on behalf of the Equityholders), on the other hand, based upon the percentage which the portion of the contested amount not awarded to Parent, on the one hand, and the Stockholders’ Representative (on behalf of the Equityholders), on the other hand, bears to the amount actually contested by such Person, as determined by the Valuation Firm, it being understood that the Stockholders’ Representative shall be entitled to pay all such fees out of the Expense Holdback Amount. For example, if the Stockholders’ Representative claims that the Final Purchase Price is one thousand dollars ($1,000) greater than the amount determined by Parent, and Purchaser’s aggregate position with respect Parent contests only five hundred dollars ($500) of the amount claimed by the Stockholders’ Representative, and if the Valuation Firm ultimately resolves the dispute by awarding the Stockholders’ Representative (on behalf of the Equityholders) three hundred dollars ($300) of the five hundred dollars ($500) contested, then the costs and expenses of the Valuation Firm will be allocated sixty percent (60%) (i.e., 300 ÷ 500) to Parent and forty percent (40%) (i.e., 200 ÷ 500) to the Final Purchase Price, and Purchaser shall be responsible for the remainder of such fees and costs. Stockholders’ Representative (v) The Arbitrator shall act as an arbitrator to determine, based upon the provisions of this Section 2.03(c), only the Disputed Amounts and the determination of each amount on behalf of the Disputed Amounts shall be made in accordance with the procedures set forth in Section 2.04(a) hereofEquityholders). (d) Upon the determination, in accordance with Section 2.03(b) or Section 2.03(c) hereof, of the Final Purchase Price, the Sellers’ Representative or Purchaser, as the case may be, shall make the payment required by subsections (i) or (ii) of this Section 2.03(d). The amount payable by the Sellers’ Representative or Purchaser pursuant to this Section 2.03(d) is referred to herein as the “Purchase Price Adjustment” and shall be treated as an adjustment to the purchase price for federal, state, local and foreign income Tax purposes: (i) If the Final Purchase Price is greater than the Initial Purchase PricePrice (such excess amount, then the Purchaser shall pay to each of the Sellers their respective pro rata shares (as set forth in Annex 1) of the difference between “Excess Amount”), then, within three Business Days after the Final Purchase Price and is finally determined pursuant to this Section 2.5, Parent shall pay (without interest) to (i) the Initial Purchase Price within three (3) Business Days Stockholders, by wire transfers of immediately available funds to the Stockholders’ respective accounts set forth in the Funds Flow, the aggregate portion of the determination of Excess Amount to which the Final Purchase PriceStockholders are entitled pursuant to Section 2.1(b)(v) and Section 2.5(g) and (ii) the Operating Company, such Purchase Price Adjustment to be paid by wire transfer of immediately available funds funds, the aggregate portion of the Excess Amount to which the Option Holders are entitled pursuant to Section 2.1(b)(vi) and Section 2.5(g). Upon such accounts designated payment of the Excess Amount by Parent, the SellersStockholders’ Representative in writing shall pay to the Purchaser promptly after Stockholders and the final determination of Operating Company (for further payment to the Final Option Holders pursuant to Section 2.5(g)) an aggregate amount equal to the Purchase PricePrice Holdback Amount. (iie) If the Final Purchase Price is less than the Initial Purchase PricePrice (such shortfall amount, then the “Shortfall Amount”), the Stockholders’ Representative shall, within three (3) Business Days after following the determination of the Final Closing Items pursuant to this Section 2.5, pay (without interest) to Parent, by wire transfer of immediately available funds to the account of Parent, an amount equal to the Shortfall Amount; provided that, if the Shortfall Amount exceeds the Purchase Price each Seller shall Adjustment Holdback Amount, the Equityholders shall, within three Business Days following the determination of the Closing Items pursuant to this Section 2.5, pay or cause (without interest) to be paid Parent, by wire transfers of immediately available funds to the Purchaser their respective account of Parent, an amount equal to each such Equityholders’ pro rata shares (as set forth in Annex 1) portion of the difference between the Final Purchase Price Shortfall Amount and the Initial Purchase Price, with such Purchase Price Adjustment Holdback Amount (it being understood that the Stockholders’ Representative may, at its election, pay any such amount on behalf of the Equityholders from the Expense Holdback Amount). If the Shortfall Amount is less than the Purchase Price Adjustment Holdback Amount (such difference, the “Remaining Holdback Amount”), then the Stockholders’ Representative shall pay (without interest) to the Stockholders and the Operating Company (for further payment to the Option Holders pursuant to Section 2.5(g)) an aggregate amount equal to the Remaining Holdback Amount. (f) Unless the Stockholders’ Representative determines otherwise, on the first anniversary of the Closing Date, the Stockholders’ Representative shall pay to the Stockholders and the Operating Company (for further payment to the Option Holders pursuant to Section 2.5(g)) an aggregate amount equal to the remaining Expense Holdback Amount. (g) All amounts paid to the Stockholders pursuant to this Section 2.5 shall be paid by wire transfer as if such amounts had been included in immediately available funds to an account designated the Closing Merger Consideration. All amounts received by the Purchaser in writing Operating Company pursuant to this Section 2.5 on behalf of the Option Holders shall be promptly paid to the Sellers’ Representative promptly after the final determination Option Holders, net of the Final Purchase Priceapplicable withholding amount pursuant to Section 2.4, as if such amounts had been included in the Closing Merger Consideration.

Determination of Purchase Price Adjustment. (a) Promptly after the Closing Date, and in any event not later than sixty (60) Business Days days following the Closing Date, the Purchaser Buyer shall cause the Company to prepare and deliver to the Sellers’ Representative Shareholder a statement (the “Closing Statement”) setting forth the PurchaserBuyer’s good faith calculations (the “Buyer’s Proposed Calculations”) of (i) the amount of the Closing Indebtedness, (ii) the amount of the Closing Cash, (iii) the Company Transaction Expenses, (ivA) the Closing Working Capital, (v) the amount of the Working Capital Adjustment, (vi) the Sales Tax Holdback, and (viiC) a calculation of the Final Purchase Price based on the amounts set forth in the such Closing Statement. The Closing Statement shall be prepared in a manner consistent with the policies and principles used by the Company in connection with the preparation of the Financial Statements, consistently appliedWorking Capital. Upon delivery of the Closing Statement Buyer’s Proposed Calculations by the PurchaserBuyer, the Purchaser Buyer shall cause the Company to provide the Sellers’ Representative and its Representatives Shareholder with reasonable access, during normal business hours, to the Company’s accounting and other personnel and to the books and records of the Company, as the case may be, and any other document or information reasonably requested by the Sellers’ RepresentativeShareholder, and necessary in order to allow the Sellers’ Representative and its Representatives Shareholder to verify the accuracy of the Closing Statementdetermination by Buyer of the Buyer’s Proposed Calculations. (b) In the event that the Sellers’ Representative Shareholder does not object to the Closing Statement Buyer’s Proposed Calculations by written notice of objection (the “Notice of Objection”) delivered to Purchaser Buyer within 30 Business Days forty five (45) days after the Sellers’ RepresentativeShareholder’s receipt of the Closing StatementBuyer’s Proposed Calculations, the recalculation calculation of the Initial Final Purchase Price pursuant to the Closing Statement Buyer’s Proposed Calculations shall be deemed final and binding. A Notice of Objection under this Section 2.03(b2.04(b) hereof shall set forth in reasonable detail the Sellers’ RepresentativeShareholder’s alternative calculations of (i) as applicable, (A) the amount of the Closing Indebtedness, (B) the amount of the Closing Cash, (C) the Company Transaction Expenses, and/or (D) the Closing Working Capital and the Working Capital Adjustment calculated by reference thereto and (ii) a recalculation calculation of the Final Purchase Price based on such applicable alternative calculationsamounts. (c) If the Sellers’ Representative Shareholder delivers a Notice of Objection to the Purchaser Buyer within the thirty forty five (3045) Business Day day period referred to in Section 2.03(b) hereof2.04(b), then any element of the Closing Statement Buyer’s Proposed Calculations that is not in dispute on the date such Notice of Objection is given shall be treated as final and binding and any dispute (all such amounts, the “Disputed Amounts”) shall be resolved as set forth in this Section 2.03(c2.04(c): (i1) The Sellers’ Representative Shareholder and Purchaser Buyer shall promptly endeavor in good faith to resolve the Disputed Amounts listed in the Notice of Objection. If a written agreement determining the Disputed Amounts has not been reached within 10 ten (10) Business Days (or such longer period as may be agreed by the Sellers’ Representative Shareholder and PurchaserBuyer) after the date of receipt by Purchaser Buyer from Sellers’ Representative Shareholder of the Notice of Objection, the resolution of such Disputed Amounts shall be submitted to an office in the United States of an impartialRSM McGladry, nationally-recognized firm of independent certified public accountants, other than the Sellers’ accountants or the Purchaser's accountants, who the Sellers and the Purchaser shall appoint by mutual agreement Inc. (the “Arbitrator”). The Sellers’ Representative and Purchaser shall submit to the Arbitrator and exchange with each other in advance of the hearing a single figure representing the amount it believes should be awarded. The Arbitrator shall be limited to awarding only one of the two figures submitted. (ii2) The Sellers’ Representative Shareholder and Purchaser Buyer shall use their commercially reasonable efforts to cause the Arbitrator to render a decision in accordance with this Section 2.03(c2.04(c) along with a statement of reasons therefor within 30 thirty (30) days of the submission of the Disputed Amounts, or a reasonable time thereafter, to the Arbitrator. The decision of the Arbitrator shall be final, final and binding and non-appealable upon each party hereto and the decision of the Arbitrator shall constitute an arbitral award that is final, binding and non‑appealable non-appealable and upon which a judgment may be entered by a court having jurisdiction thereover. (iii3) The Final Purchase Price shall be recalculated based upon the final determination (or deemed determination) of the Arbitrator with respect to the Disputed Amounts and the Final Purchase Price, as so recalculated, shall be deemed to be final and binding. (iv4) If the Sellers’ Representative Shareholder and Purchaser Buyer submit any Disputed Amounts to the Arbitrator for resolution, the Sellers’ Representative Shareholder and Purchaser Buyer shall each pay their own costs and expenses incurred under this Section 2.03(c2.04(c). The Sellers’ Representative Shareholder shall be responsible for that fraction of the fees and costs of the Arbitrator where (A1) the numerator is the absolute value of the difference between Sellers’ RepresentativeShareholder’s aggregate position with respect to the Final Purchase Price and the Final Purchase Price as recalculated based upon Arbitrator’s final determination with respect to the Disputed Amounts and (B2) the denominator is the absolute value of the difference between Sellers’ RepresentativeShareholder’s aggregate position with respect to the Final Purchase Price and PurchaserBuyer’s aggregate position with respect to the Final Purchase Price, and Purchaser Buyer shall be responsible for the remainder of such fees and costs. (v5) The Arbitrator shall act as an arbitrator to determine, based upon the provisions of this Section 2.03(c2.04(c), only the Disputed Amounts and the determination of each amount of the Disputed Amounts shall be made in accordance with the procedures set forth in Section 2.04(a). The parties shall use their commercially reasonable effort to cause the Arbitrator’s determination of the Disputed Amounts to be no less than the lesser of the amount claimed by either Shareholder or Buyer, and shall be no greater than the greater of the amount claimed by either Shareholder or Buyer; provided that, if, notwithstanding the commercially reasonable efforts of the Shareholder and the Buyer, (i) hereofthe Arbitrator’s determination of any Disputed Amount is less than the lesser of the amounts claimed by either Shareholder or Buyer, then such disputed amount shall be deemed to be the lesser of the amounts claimed by either Shareholder or Buyer or (ii) the Arbitrator’s determination of any Disputed Amount is more than the greater of the amounts claimed by either Shareholder or Buyer, then such disputed amount shall be deemed to be the greater of the amounts claimed by either Shareholder or Buyer. (d) Upon the determination, in accordance with Section 2.03(b2.04(b) or Section 2.03(c) hereof2.04(c), of the Final Purchase Price, Price the Sellers’ Representative Shareholder or PurchaserBuyer, as the case may be, shall make the payment required by subsections (i) or (ii) of this Section 2.03(d2.04(d). The amount payable by the Sellers’ Representative Shareholder or Purchaser Buyer pursuant to this Section 2.03(d2.04(d) is referred to herein as the “Purchase Price Adjustment” and shall be treated as an adjustment to the purchase price for federal, state, local and foreign income Tax tax purposes:. (i1) If the Final Purchase Price is greater than the Initial Purchase Price, then the Purchaser Buyer shall pay to each of the Sellers their respective pro rata shares (as set forth in Annex 1) of Shareholder the difference between the Final Purchase Price and the Initial Purchase Price within three (3) Business Days of the determination of the Final Purchase Price, such Purchase Price Adjustment to be paid by wire transfer of immediately available funds to such accounts an account designated by the Sellers’ Representative Shareholder in writing to the Purchaser Buyer promptly after the final determination of the Final Purchase Price. (ii2) If the Final Purchase Price is less than the Initial Purchase Price, then within three (3) Business Days after the determination of the Final Purchase Price each Seller Shareholder shall pay or cause to be paid to the Purchaser their respective pro rata shares (as set forth in Annex 1) of Buyer the difference between the Final Purchase Price and the Initial Purchase Price within three (3) Business Days of the determination of the Final Purchase Price, with such Purchase Price Adjustment to be paid by wire transfer in of immediately available funds to an account designated by the Purchaser Buyer in writing to the Sellers’ Representative Shareholder promptly after the final determination of the Final Purchase Price.

Determination of Purchase Price Adjustment. (a) Promptly Within thirty (30) days after the Closing Date, (i) the Seller shall cause to be prepared (allowing Buyer assistance and input in such preparation) and shall deliver to the Buyer a statement of any event not later than sixty acquisitions and divestitures, transfers of or damage to plant, property and equipment giving rise to a Purchase Price Adjustment pursuant to Section 3.2(c) or Section 3.2(d), such statement to set forth the respective cost, proceeds or value applicable to each such Purchase Price Adjustment, the accuracy of which shall be certified by an officer of the Buyer (60the "Property, Plant and Equipment Adjustment Certificate"); and (b) Business Days following Within thirty (30) days after the Closing Date, the Purchaser Seller shall cause the Company to prepare be prepared (allowing Buyer assistance and input in such preparation) and shall deliver to the Sellers’ Representative Buyer a statement certificate (the “"Inventory Adjustment Certificate") showing the value of the Inventory (excluding any inventory purchase Assumed Contracts, the Excess Cotton and any Inventory not of the type reflected in the Inventory valuation shown on the November Balance Sheet) such value being the lower of Seller's standard cost or market, all as of 7:00 a.m. on the Closing Statement”) setting forth the Purchaser’s good faith calculations of Date, prepared (i) the amount of the Closing Indebtedness, in accordance with GAAP and (ii) on a basis consistent with the amount of December Balance Sheet, except to the Closing Cashextent the December Balance Sheet was not prepared in accordance with GAAP (the "Final Inventory Value"). Based on the Inventory Adjustment Certificate, the Seller shall compute the difference between Final Inventory Value and the Initial Inventory Value (iiithe Property, Plant and Equipment Adjustment Certificate and the Inventory Adjustment Certificate shall jointly be referred to as the "Purchase Price Adjustment Certificate"). (c) If the Company Transaction Expenses, (iv) Buyer does not accept the Closing Working Capital, (v) Purchase Price Adjustment Certificate or the amount of the Working Capital Adjustment, (vi) the Sales Tax Holdback, and (vii) a Seller's calculation of the Final Purchase Price based on Adjustment, the amounts set forth in Buyer shall give written notice to the Closing StatementSeller within twenty (20) days after receipt thereof. The Closing Statement shall be prepared in a manner consistent with the policies and principles used by the Company in connection with the preparation of the Financial Statements, consistently applied. Upon delivery of the Closing Statement by the Purchaser, the Purchaser shall cause the Company to provide the Sellers’ Representative and its Representatives with reasonable access, during normal business hours, to the Company’s accounting and other personnel and to the books and records of the Company, as the case may be, and any other document or information reasonably requested by the Sellers’ Representative, in order to allow the Sellers’ Representative and its Representatives to verify the accuracy of the Closing Statement. (b) In the event that the Sellers’ Representative does not object to the Closing Statement by written notice of objection (the “Notice of Objection”) delivered to Purchaser within 30 Business Days after the Sellers’ Representative’s receipt of the Closing Statement, the recalculation of the Initial Purchase Price pursuant to the Closing Statement shall be deemed final and binding. A Notice of Objection under this Section 2.03(b) hereof shall set forth in reasonable detail the Sellers’ Representative’s alternative calculations of (i) as applicable, (A) amount and basis for the amount Buyer's objections. The Buyer shall be deemed to have accepted the Purchase Price Adjustment Certificate and the computation of the Closing IndebtednessPurchase Price Adjustment prepared by the Seller at 5:00 p.m. (Charlotte, North Carolina time) on the 20th day after receipt thereof by the Buyer if the Buyer has not by then given the Seller written notice of objection. If the Buyer and the Seller are unable to resolve any disagreement within twenty (B20) days after the amount Seller receives the Buyer's written objection, the parties shall engage an independent Big Five certified public accounting firm selected by agreement of the Closing Cash, parties (Cwhich may not be the independent public accountant for either Seller or Buyer) the Company Transaction Expenses, and/or (D) the Closing Working Capital and the Working Capital Adjustment calculated by reference thereto and (ii) a recalculation of the Final Purchase Price based on such applicable alternative calculations. (c) If the Sellers’ Representative delivers a Notice of Objection to the Purchaser within the thirty (30) Business Day period referred to in Section 2.03(b) hereof, then any element of the Closing Statement that is not in dispute on the date such Notice of Objection is given shall be treated as final and binding and any dispute (all such amounts, the “Disputed Amounts”) shall be resolved as set forth in this Section 2.03(c): (i) The Sellers’ Representative and Purchaser shall promptly endeavor in good faith to resolve the Disputed Amounts listed in the Notice of Objection. If a written agreement determining the Disputed Amounts has not been reached within 10 Business Days (or such longer period as may be agreed by the Sellers’ Representative and Purchaser) after the date of receipt by Purchaser from Sellers’ Representative of the Notice of Objection, the resolution of such Disputed Amounts shall be submitted to an office in the United States of an impartial, nationally-recognized firm of independent certified public accountants, other than the Sellers’ accountants or the Purchaser's accountants, who the Sellers and the Purchaser shall appoint by mutual agreement (the “Arbitrator”)issues. The Sellers’ Representative accounting firm shall apply the provisions of Section 3.3(a) and Purchaser shall submit (b) to the Arbitrator issues at hand and exchange with each other in advance shall not have the power to alter, modify, amend, add to or subtract from any term or provision of the hearing a single figure representing the amount it believes should be awarded. The Arbitrator shall be limited to awarding only one of the two figures submitted. (ii) The Sellers’ Representative and Purchaser shall use their commercially reasonable efforts to cause the Arbitrator to render a decision in accordance with this Section 2.03(c) along with a statement of reasons therefor within 30 days of the submission of the Disputed Amounts, or a reasonable time thereafter, to the ArbitratorAgreement. The decision of the Arbitrator accounting firm shall be final, binding and non-appealable upon each party hereto and the decision rendered within twenty (20) days of the Arbitrator shall constitute an arbitral award that is final, binding and non‑appealable and upon which a judgment may be entered by a court having jurisdiction thereover. (iii) The Final Purchase Price shall be recalculated based upon the final determination (or deemed determination) of the Arbitrator with respect to the Disputed Amounts and the Final Purchase Price, as so recalculated, shall be deemed to be final and binding. (iv) If the Sellers’ Representative and Purchaser submit any Disputed Amounts to the Arbitrator for resolution, the Sellers’ Representative and Purchaser shall each pay their own costs and expenses incurred under this Section 2.03(c). The Sellers’ Representative shall be responsible for that fraction of the fees and costs of the Arbitrator where (A) the numerator is the absolute value of the difference between Sellers’ Representative’s aggregate position with respect to the Final Purchase Price and the Final Purchase Price as recalculated based upon Arbitrator’s final determination with respect to the Disputed Amounts and (B) the denominator is the absolute value of the difference between Sellers’ Representative’s aggregate position with respect to the Final Purchase Price and Purchaser’s aggregate position with respect to the Final Purchase Price, and Purchaser shall be responsible for the remainder of such fees and costs. (v) The Arbitrator shall act as an arbitrator to determine, based upon the provisions of this Section 2.03(c), only the Disputed Amounts and the determination of each amount of the Disputed Amounts shall be made in accordance with the procedures set forth in Section 2.04(a) hereof. (d) Upon the determination, in accordance with Section 2.03(b) or Section 2.03(c) hereof, of the Final Purchase Price, the Sellers’ Representative or Purchaser, as the case may be, shall make the payment required by subsections (i) or (ii) of this Section 2.03(d). The amount payable by the Sellers’ Representative or Purchaser pursuant to this Section 2.03(d) is referred to herein as the “Purchase Price Adjustment” engagement and shall be treated as an adjustment to binding on the purchase price for federal, state, local parties. The Buyer and foreign income Tax purposes: (i) If the Final Purchase Price is greater than the Initial Purchase Price, then the Purchaser Seller each shall pay to each one-half of the Sellers their respective pro rata shares (as set forth in Annex 1) cost of the difference between the Final Purchase Price and the Initial Purchase Price within three (3) Business Days of the determination of the Final Purchase Price, such Purchase Price Adjustment to be paid by wire transfer of immediately available funds to such accounts designated by the Sellers’ Representative in writing to the Purchaser promptly after the final determination of the Final Purchase Priceaccounting firm's engagement. (ii) If the Final Purchase Price is less than the Initial Purchase Price, then within three (3) Business Days after the determination of the Final Purchase Price each Seller shall pay or cause to be paid to the Purchaser their respective pro rata shares (as set forth in Annex 1) of the difference between the Final Purchase Price and the Initial Purchase Price, with such Purchase Price Adjustment to be paid by wire transfer in immediately available funds to an account designated by the Purchaser in writing to the Sellers’ Representative promptly after the final determination of the Final Purchase Price.

Determination of Purchase Price Adjustment. (a) Promptly Within 60 days after the Closing Date, and in any event not later than sixty (60) Business Days following the Closing Date, the Purchaser Parent shall cause the Company to prepare and deliver to the Sellers’ Representative a statement (the “Closing Purchase Price Adjustment Statement”) setting forth the PurchaserParent’s good faith calculations computation of (i) the amount of the Closing Indebtedness, (ii) the amount of the Closing Cash, (iii) the Company Transaction Expenses, (iv) the Closing Working Capital, (v) the amount of Closing Cash and the Working Capital Adjustment, (vi) the Sales Tax HoldbackClosing Indebtedness, and (vii) a calculation of Parent shall deliver such statement to the Final Purchase Price based on Stockholders’ Representative, together with such schedules and data with respect to the amounts determination thereof as may be appropriate to support the calculations set forth in the Closing Purchase Price Adjustment Statement. The Closing Statement shall be prepared in a manner consistent with Following the policies and principles used by the Company in connection with the preparation of the Financial Statements, consistently applied. Upon delivery of the Closing Statement by the PurchaserPurchase Price Adjustment Statement, the Purchaser Surviving Corporation shall provide, and Parent shall cause the Company Surviving Corporation to provide provide, to the SellersStockholders’ Representative and its Representatives with prompt and reasonable access, during normal business hours, access to the CompanySurviving Corporation’s auditors and accounting and other personnel and to the books and records of the Company, as the case may be, Surviving Corporation and any other document documents or information reasonably requested by the SellersStockholders’ RepresentativeRepresentative and its Representatives (including the work papers of the Surviving Corporation’s auditors), in order to allow the SellersStockholders’ Representative and its Representatives to verify the accuracy of the Closing computation set forth in the Purchase Price Adjustment Statement. (b) In If the event that the SellersStockholders’ Representative does not object to disagrees with the Closing Statement by written notice calculation of objection any of the items set forth in the Purchase Price Adjustment Statement, the Stockholders’ Representative shall notify Parent in writing of such disagreement (the an “Notice of ObjectionObjection Notice”) delivered to Purchaser within 30 Business Days forty-five (45) days after the Sellers’ Representative’s receipt of the Closing StatementPurchase Price Adjustment Statement by the Stockholders’ Representative. Any Objection Notice shall (i) specify in reasonable detail the nature of any disagreement so asserted and (ii) specify the line item or items in the Purchase Price Adjustment Statement with which the Stockholders’ Representative disagrees and the amount of each such line item or items as calculated by the Stockholders’ Representative. The Stockholders’ Representative shall be deemed to have agreed with all items and amounts included in the Purchase Price Adjustment Statement delivered pursuant to Section 2.04(a) except such items that are specifically disputed in the Objection Notice. If the Stockholders’ Representative fails to deliver an Objection Notice to Parent within forty-five (45) days after receipt of the Purchase Price Adjustment Statement by the Stockholders’ Representative, the recalculation of the Initial Purchase Price pursuant to the Closing Adjustment Statement shall be deemed final and binding. A Notice of Objection under this Section 2.03(b) hereof shall set forth in reasonable detail binding on Parent, the SellersSurviving Corporation, the Stockholders’ Representative’s alternative calculations of (i) as applicable, (A) the amount of the Closing Indebtedness, (B) the amount of the Closing Cash, (C) the Company Transaction Expenses, and/or (D) the Closing Working Capital Representative and the Working Capital Adjustment calculated by reference thereto and (ii) a recalculation Security Holders for purposes of the Final Purchase Price based on such applicable alternative calculationsthis Agreement. (c) If the SellersStockholders’ Representative delivers a an Objection Notice of Objection to the Purchaser Purchase Price Adjustment Statement within 45 days following the receipt of such statement, then the Stockholders’ Representative and Parent shall negotiate in good faith and attempt to resolve their disagreement. Should such negotiations not result in an agreement within 30 days after delivery of an Objection Notice, the issues remaining in dispute shall be submitted to a neutral auditor mutually agreeable to the Stockholders’ Representative and Parent (the “Neutral Auditor”). If Parent and the Stockholders’ Representative are unable to agree upon a Neutral Auditor within such time period, then the Neutral Auditor shall be an accounting firm of national standing designated by the American Arbitration Association in New York, New York. The Stockholders’ Representative and Parent shall furnish or cause to be furnished to the Neutral Auditor such work papers and other documents and information relating to the disputed issues as they may deem necessary or appropriate or as the Neutral Auditor may request and that are available to that party or its agents. Further, the Stockholders’ Representative and Parent shall be afforded the opportunity to present to the Neutral Auditor any material relating to the disputed issues and to discuss the issues with the Neutral Auditor, provided, however, that no party shall have any discussions with the Neutral Auditor without first providing the other parties with notice of such discussions and a reasonable opportunity to attend, observe or otherwise participate in such discussions. All fees and expenses relating to the work, if any, performed by the Neutral Auditor will be borne equally by Parent and the Stockholders’ Representative. The Neutral Auditor will deliver to Parent and the Stockholders’ Representative, as promptly as practicable and in any event within thirty (30) Business Day period referred days after its appointment, a written determination (which determination shall include a worksheet setting forth all material calculations used in arriving at such determination and shall be based solely on information provided to in Section 2.03(bthe Neutral Auditor by Parent and the Stockholders’ Representative or their respective Affiliates) hereof, then any element of the Closing Statement that is not in dispute on the date such Notice of Objection is given shall be treated as final and binding and disputed items. In resolving any dispute (all such amountsdisputed item, the “Disputed Amounts”Neutral Auditor: (i) shall be resolved as bound by the principles set forth in this Section 2.03(c): 2.04 and (iii) shall limit its review to the line items and items specifically set forth in and properly raised in an Objection Notice. The SellersNeutral Auditor’s determination shall be final and binding upon all of the parties to this Agreement and the Security Holders. Upon the agreement of Parent and the Stockholders’ Representative and Purchaser shall promptly endeavor in good faith to resolve or the Disputed Amounts listed in decision of the Notice of Objection. If a written agreement determining Neutral Auditor, or if the Disputed Amounts has not been reached within 10 Business Days (or such longer period as may be agreed by the SellersStockholders’ Representative and Purchaserfails to deliver an Objection Notice to Parent within the forty-five (45) after the date of receipt by Purchaser from Sellers’ Representative of the Notice of Objectionday period provided in Section 2.04(b), the resolution Purchase Price Adjustment Statement, as adjusted (if necessary) pursuant to the terms of such Disputed Amounts this Agreement, shall be submitted to an office in constitute the United States final Purchase Price Adjustment Statement for purposes of an impartial, nationally-recognized firm of independent certified public accountants, other than the Sellers’ accountants or the Purchaser's accountants, who the Sellers and the Purchaser shall appoint by mutual agreement this Section 2.04 (the “ArbitratorFinal Purchase Price Adjustment Statement”). The Sellers’ Representative and Purchaser shall submit to Working Capital, the Arbitrator and exchange with each other in advance of the hearing a single figure representing the amount it believes should be awarded. The Arbitrator shall be limited to awarding only one of the two figures submitted. (ii) The Sellers’ Representative and Purchaser shall use their commercially reasonable efforts to cause the Arbitrator to render a decision in accordance with this Section 2.03(c) along with a statement of reasons therefor within 30 days of the submission of the Disputed Amounts, or a reasonable time thereafter, to the Arbitrator. The decision of the Arbitrator shall be final, binding and non-appealable upon each party hereto Closing Cash and the decision of the Arbitrator shall constitute an arbitral award that is finalClosing Indebtedness, binding and non‑appealable and upon which a judgment may be entered by a court having jurisdiction thereover. (iii) The Final Purchase Price shall be recalculated based upon the final determination (or deemed determination) of the Arbitrator with respect to the Disputed Amounts and the Final Purchase Price, each as so recalculated, shall be deemed to be final and binding. (iv) If the Sellers’ Representative and Purchaser submit any Disputed Amounts to the Arbitrator for resolution, the Sellers’ Representative and Purchaser shall each pay their own costs and expenses incurred under this Section 2.03(c). The Sellers’ Representative shall be responsible for that fraction of the fees and costs of the Arbitrator where (A) the numerator is the absolute value of the difference between Sellers’ Representative’s aggregate position with respect to shown on the Final Purchase Price Adjustment Statement, shall constitute the “Final Working Capital,” the “Final Closing Cash” and the “Final Purchase Price as recalculated based upon Arbitrator’s final determination with respect to the Disputed Amounts and (B) the denominator is the absolute value of the difference between Sellers’ Representative’s aggregate position with respect to the Final Purchase Price and Purchaser’s aggregate position with respect to the Final Purchase PriceClosing Indebtedness”, and Purchaser shall be responsible respectively, for the remainder of such fees and costs. (v) The Arbitrator shall act as an arbitrator to determine, based upon the provisions of this Section 2.03(c), only the Disputed Amounts and the determination of each amount of the Disputed Amounts shall be made in accordance with the procedures set forth in Section 2.04(a) hereofall purposes hereunder. (d) Upon If (i) (A) the determinationsum of the Final Working Capital, plus the Final Closing Cash, minus (B) the Final Closing Indebtedness, exceeds (ii) (A) the sum of the Estimated Working Capital, plus the Estimated Closing Cash, minus (B) the Estimated Closing Indebtedness, by an amount greater than zero (such amount, the “Positive Purchase Price Adjustment Amount”), then Parent shall deliver to the Stockholders’ Representative a cash payment equal to the Positive Purchase Price Adjustment Amount, for distribution to the Security Holders in accordance with Section 2.03(b2.04(f). (e) or Section 2.03(cIf (i) hereof(A) the sum of the Estimated Working Capital, plus the Estimated Closing Cash, minus (B) the Estimated Closing Indebtedness, exceeds (ii) (A) the sum of the Final Purchase PriceWorking Capital, plus the Final Closing Cash, minus (B) the Final Closing Indebtedness, by an amount greater than zero (such amount, the Sellers“Negative Purchase Price Adjustment Amount”), then Parent shall be entitled to receive a payment in cash out of the Holdback Fund in an amount equal to the Negative Purchase Price Adjustment Amount, and Parent and the Stockholders’ Representative or Purchaser, shall deliver a Joint Direction instructing the Escrow Agent to a make a payment to Parent in an amount equal to the Negative Purchase Price Adjustment Amount. (f) As soon as the case may be, shall make the payment required by subsections (i) or (ii) of this Section 2.03(d). The amount payable reasonably practicable following receipt by the SellersStockholders’ Representative or Purchaser of payment of the Positive Purchase Price Adjustment Amount pursuant to this Section 2.03(d) is referred to herein as 2.04(d), if any, the “Purchase Price Adjustment” and Stockholders’ Representative shall be treated as an adjustment to the purchase price for federal, state, local and foreign income Tax purposespay: (i) If the Final Purchase Price is greater than the Initial Purchase Price, then the Purchaser shall pay to each Stockholder, with respect to each share of Company Common Stock outstanding immediately prior to the Sellers their respective pro rata shares Effective Time for which a Certificate (as set forth in Annex 1) of the difference between the Final Purchase Price and the Initial Purchase Price within three (3related Letter of Transmittal) Business Days of has been properly surrendered, an amount equal to the determination of the Final Purchase Price, such Positive Purchase Price Adjustment to be paid by wire transfer of immediately available funds to such accounts designated by the Sellers’ Representative in writing to the Purchaser promptly after the final determination of the Final Purchase Price.Amount Per Share, if any; (ii) If the Final Purchase Price is less than the Initial Purchase Priceto each Optionholder, then within three with respect to each share of Company Common Stock underlying each of such Optionholder’s Vested Company Stock Options (3) Business Days after the determination and for which a Letter of the Final Purchase Price each Seller shall pay or cause to be paid Transmittal has been delivered), an amount equal to the Purchaser their respective pro rata shares (as set forth in Annex 1) of the difference between the Final Purchase Price and the Initial Purchase Price, with such Positive Purchase Price Adjustment Amount Per Share, if any; and (iii) to be paid by wire transfer in immediately available funds each Warrantholder with respect to each share of Company Common Stock underlying such Warrantholder’s Company Warrants (and for which a Letter of Transmittal has been delivered), an account designated by the Purchaser in writing amount equal to the Sellers’ Representative promptly after the final determination of the Final Positive Purchase PricePrice Adjustment Amount Per Share, if any.