Common use of Dispute Clause in Contracts

Dispute. (i) If the Seller objects to the Buyer’s calculation of the Closing Date Net Working Capital, the Working Capital Increase or the Working Capital Decrease, as the case may be, or the resulting calculation of the Purchase Price, as set forth in the Closing Date Statement, then, within thirty (30) days after the delivery to the Seller of the Closing Date Statement (the “Review Period”), the Seller shall deliver to the Buyer a written notice (a “Dispute Notice”) describing, in reasonable detail, the Seller’s objections to the Buyer’s calculation of the amounts set forth in the Closing Date Statement and containing a statement setting forth the calculation of the Closing Date Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price, in each case, determined by the Seller to be correct and calculated pursuant to the Accounting Principles. If the Seller does not deliver a Dispute Notice to the Buyer during the Review Period, then the Buyer’s calculation of the amounts set forth in the Closing Date Statement shall be binding and conclusive on the Parties. (ii) If the Seller delivers a Dispute Notice, and if the Buyer and the Seller are unable to agree upon the calculation of the amounts set forth in the Closing Date Statement within fifteen (15) days after such Dispute Notice is delivered to the Buyer, then the Seller and the Buyer shall jointly engage the firm of Gxxxx Xxxxxxxx LLP (the “Arbitration Firm”) to resolve such dispute. Within five (5) days after the Arbitration Firm is appointed, the Buyer shall forward a copy of the Closing Date Statement to the Arbitration Firm, and the Seller shall forward a copy of the Dispute Notice to the Arbitration Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement and the Arbitration Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Arbitration Firm shall not assign a value to any item greater than the greatest value for such item claimed by the Seller or the Buyer or less than the smallest value for such item claimed by the Seller or the Buyer and shall be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller and the Buyer) based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review. In resolving such objections, the Arbitration Firm shall apply the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts set forth in the Closing Date Statement. The Arbitration Firm shall deliver to the Seller and the Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Seller and the Buyer) of the disputed items submitted to the Arbitration Firm within thirty (30) days of receipt of such disputed items. The determination by the Arbitration Firm of the disputed amounts and the Purchase Price shall be conclusive and binding on the Parties, absent manifest error. The Arbitration Firm shall act as an expert and not an arbitrator. The fees and expenses of the Arbitration Firm for such determination shall be borne by the Seller, on the one hand, and the Buyer, on the other hand, in inverse proportion to the manner in which such Person prevails on the items resolved by the Arbitration Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be computed by the Arbitration Firm at the time its determination of the items in dispute is rendered. For example, should the items in dispute total in amount to one thousand dollars ($1,000.00) and the Arbitration Firm awards six hundred dollars ($600.00) in favor of the Seller’s position, sixty percent (60%) of the costs and expenses of the Arbitration Firm would be borne by the Buyer and forty percent (40%) would be borne by the Seller. The Purchase Price, as finally determined pursuant to this Section 2.05(c), shall be referred to herein as the “Final Purchase Price.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Final Purchase Price, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available funds. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. (i) If the Seller objects to the Buyer’s calculation of the Closing Date Net Working Capital, the Working Capital Increase or the Working Capital Decrease, as the case may be, or the resulting calculation of Within ten (10) days following the Purchase PricePrice Measurement Date, as set forth in the Closing Date Statement, then, within thirty (30) days after the delivery to the Seller of the Closing Date Statement (the “Review Period”), the Seller Purchaser shall deliver to the Buyer Seller a written notice (a the “Dispute Adjustment Notice”) describinglisting the Retained Representatives and the amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (10) days following receipt by Seller of the Adjustment Notice, Seller may deliver written notice (the “Notice of Adjustment Disagreement”) to Purchaser regarding any alleged errors concerning the amount by which the Final Purchase Price is to be adjusted in the Adjustment Notice. The Notice of Adjustment Disagreement must describe in reasonable detail, detail the Seller’s objections to the Buyer’s calculation of the amounts set forth items contained in the Closing Date Statement and containing a statement setting forth the calculation of the Closing Date Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may be, Adjustment Notice that Seller disputes and the resulting calculation of the Purchase Price, in each case, determined by the Seller to be correct and calculated pursuant to the Accounting Principlesbasis for any such disputes. If the Seller does not deliver provide a Dispute Notice to of Adjustment Disagreement within such ten (10) day period, such Adjustment Notice and the Buyer during the Review PeriodFinal Purchase Price reflected therein will be final, then the Buyer’s calculation of the amounts set forth in the Closing Date Statement shall be conclusive and binding and conclusive on the Partiesparties hereto. (ii) If In the event a Notice of Adjustment Disagreement is delivered to Purchaser, Purchaser and Seller delivers a Dispute Notice, and if shall negotiate in good faith to resolve the Buyer and the Seller are unable to agree upon the calculation items specifically identified therein (with any aspects of the amounts set forth in Adjustment Notice that are not disputed deemed final, conclusive and binding on the Closing Date Statement parties). If Purchaser and Seller, notwithstanding such good faith effort, fail to resolve such dispute within fifteen (15) days after such Dispute Seller delivers a Notice is delivered to the Buyerof Adjustment Disagreement, then the Purchaser and Seller and the Buyer shall jointly engage the firm of Gxxxx Xxxxxxxx LLP (the “Arbitration Firm”) Independent Accounting Firm to resolve such dispute. Within five (5) days after dispute in accordance with the Arbitration Firm is appointed, the Buyer shall forward a copy of the Closing Date Statement to the Arbitration Firm, and the Seller shall forward a copy of the Dispute Notice to the Arbitration Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement and the Arbitration Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Arbitration Firm shall not assign a value to any item greater than the greatest value for such item claimed by the Seller or the Buyer or less than the smallest value for such item claimed by the Seller or the Buyer and shall be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller and the Buyer) based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review. In resolving such objections, the Arbitration Firm shall apply the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts standards set forth in the Closing Date Statement. The Arbitration Firm shall deliver to the this Section 2.3(c). (iii) Seller and Purchaser shall use reasonable best efforts to cause the Buyer Independent Accounting Firm to render a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to decision resolving the Arbitration Firm by the Seller and the Buyer) of the disputed items matters submitted to the Arbitration Independent Accounting Firm within thirty (30) days of receipt of such disputed itemssubmission. The determination by Independent Accounting Firm shall address only those items in dispute. The Independent Accounting Firm shall determine, on such basis, whether and to what extent, the Arbitration Firm Adjustment Notice and the Final Purchase Price reflected therein require adjustment. The written decision of the disputed amounts and the Purchase Price Independent Accounting Firm shall be conclusive final and binding on the Parties, absent manifest error. The Arbitration Firm shall act as an expert and not an arbitratorall parties hereto. The fees and expenses of the Arbitration Independent Accounting Firm for such determination shall be borne by the Seller, on the one hand, and the Buyer, on the other hand, parties in inverse relative proportion to the manner change in which such Person prevails on the items resolved by the Arbitration Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be computed by the Arbitration Firm at the time its determination of the items in dispute is rendered. For example, should the items in dispute total in amount to one thousand dollars ($1,000.00) and the Arbitration Firm awards six hundred dollars ($600.00) in favor of the Seller’s position, sixty percent (60%) of the costs and expenses of the Arbitration Firm would be borne by the Buyer and forty percent (40%) would be borne by the Seller. The Purchase Price, as finally determined pursuant to this Section 2.05(c), shall be referred to herein as the “Final Purchase Price.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Final Purchase Price, pay the Seller the Purchase Price Increase, from that calculated by wire transfer of immediately available funds in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructionsrespective party. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available funds. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. (i) If the Within thirty (30) days following receipt by Seller objects to the Buyer’s calculation of the Closing Date Net Working Capital, the Working Capital Increase or the Working Capital Decrease, as the case may be, or the resulting calculation of the Purchase PricePrice Statement, as set forth Seller may deliver written notice (the “Notice of Disagreement”) to Purchaser of any dispute that Seller has with respect to the preparation or content of the Purchase Price Statement or the Final Purchase Price reflected therein. The Notice of Disagreement must describe in reasonable detail the items contained in the Closing Date StatementPurchase Price Statement that Seller disputes and the basis for any such disputes. If Seller does not provide a Notice of Disagreement within such thirty (30) day period, thensuch Purchase Price Statement and the Final Purchase Price reflected therein will be final, conclusive and binding on the parties hereto. (ii) In the event a Notice of Disagreement is delivered to Purchaser, Purchaser and Seller shall negotiate in good faith to resolve the items specifically identified therein (with any aspects of the Purchase Price Statement that are not disputed deemed final, conclusive and binding on all Parties). If Purchaser and Seller, notwithstanding such good faith effort, fail to resolve such dispute within thirty (30) days after the delivery to the Seller of the Closing Date Statement (the “Review Period”), the Seller shall deliver to the Buyer a written notice (a “Dispute Notice”) describing, in reasonable detail, the Seller’s objections to the Buyer’s calculation of the amounts set forth in the Closing Date Statement and containing a statement setting forth the calculation of the Closing Date Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price, in each case, determined by the Seller to be correct and calculated pursuant to the Accounting Principles. If the Seller does not deliver a Dispute Notice to the Buyer during the Review Period, then the Buyer’s calculation of the amounts set forth in the Closing Date Statement shall be binding and conclusive on the Parties. (ii) If the Seller delivers a Dispute Notice, and if the Buyer and the Seller are unable to agree upon the calculation Notice of the amounts set forth in the Closing Date Statement within fifteen (15) days after such Dispute Notice is delivered to the BuyerDisagreement, then the Purchaser and Seller and the Buyer shall jointly engage the firm of Gxxxx Xxxxxxxx Deloitte & Touche LLP (the “Arbitration Independent Accounting Firm”) to resolve such dispute. Within five (5) days after dispute in accordance with the Arbitration Firm is appointed, the Buyer shall forward a copy of the Closing Date Statement to the Arbitration Firm, and the Seller shall forward a copy of the Dispute Notice to the Arbitration Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement and the Arbitration Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Arbitration Firm shall not assign a value to any item greater than the greatest value for such item claimed by the Seller or the Buyer or less than the smallest value for such item claimed by the Seller or the Buyer and shall be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller and the Buyer) based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review. In resolving such objections, the Arbitration Firm shall apply the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts standards set forth in the Closing Date Statement. The Arbitration Firm shall deliver to the this Section 2.2(d). (iii) Seller and Purchaser shall use reasonable best efforts to cause the Buyer Independent Accounting Firm to render a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to decision resolving the Arbitration Firm by the Seller and the Buyer) of the disputed items matters submitted to the Arbitration Independent Accounting Firm within thirty (30) days of receipt of such disputed itemssubmission. The determination by the Arbitration Independent Accounting Firm of the disputed amounts shall address only those items in dispute. The Independent Accounting Firm shall determine, on such basis, whether and to what extent, the Purchase Price Statement and the Final Purchase Price reflected therein require adjustment. The written decision of the Independent Accounting Firm shall be conclusive final and binding on the Parties, absent manifest error. The Arbitration Firm shall act as an expert and not an arbitratorall parties hereto. The fees and expenses of the Arbitration Independent Accounting Firm for such determination shall be borne by the Seller, on the one hand, and the Buyer, on the other hand, parties in inverse relative proportion to the manner change in which such Person prevails on the items resolved by the Arbitration Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be computed by the Arbitration Firm at the time its determination of the items in dispute is rendered. For example, should the items in dispute total in amount to one thousand dollars ($1,000.00) and the Arbitration Firm awards six hundred dollars ($600.00) in favor of the Seller’s position, sixty percent (60%) of the costs and expenses of the Arbitration Firm would be borne by the Buyer and forty percent (40%) would be borne by the Seller. The Purchase Price, as finally determined pursuant to this Section 2.05(c), shall be referred to herein as the “Final Purchase Price.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Final Purchase Price, pay the Seller the Purchase Price Increase, from that calculated by wire transfer of immediately available funds in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructionsrespective party. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available funds. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. (i) If In the Seller objects to the Buyer’s calculation event a party hereto receives a Notice of the Closing Date Net Working CapitalTermination, the Working Capital Increase or the Working Capital Decrease, as the case may be, or the resulting calculation of the Purchase Price, as set forth in the Closing Date Statement, then, such party within thirty (30) days after the delivery to the Seller of the Closing Date Statement (the “Review Period”), the Seller shall deliver to the Buyer a written notice (a “Dispute Notice”) describing, in reasonable detail, the Seller’s objections to the Buyer’s calculation of the amounts set forth in the Closing Date Statement and containing a statement setting forth the calculation of the Closing Date Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price, in each case, determined by the Seller to be correct and calculated pursuant to the Accounting Principles. If the Seller does not deliver a Dispute Notice to the Buyer during the Review Period, then the Buyer’s calculation of the amounts set forth in the Closing Date Statement shall be binding and conclusive on the Parties. (ii) If the Seller delivers a Dispute Notice, and if the Buyer and the Seller are unable to agree upon the calculation of the amounts set forth in the Closing Date Statement within fifteen (15) days after such Dispute Notice is delivered to the Buyer, then the Seller and the Buyer shall jointly engage the firm of Gxxxx Xxxxxxxx LLP (the “Arbitration Firm”) to resolve such dispute. Within five (5) days after the Arbitration Firm is appointed, the Buyer shall forward a copy of the Closing Date Statement receipt thereof may notify the party sending the Notice of Termination that a Dispute exists; provided however that in the event of a cure period such five (5) day period shall commence at the end of such cure period. In particular and subject to the Arbitration Firm, and the Seller shall forward a copy of the Dispute Notice to the Arbitration Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement and the Arbitration Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Arbitration Firm shall not assign a value to any item greater than the greatest value for such item claimed by the Seller or the Buyer or less than the smallest value for such item claimed by the Seller or the Buyer and shall be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller and the Buyer) based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review. In resolving such objections, the Arbitration Firm shall apply the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts cure period provision set forth in the Closing Date Statementfirst sentence hereof, the Executive shall have five (5) days from the receipt of Notice of Termination to challenge whether or not Good Cause or Disability existed by notifying the Company that he is submitting the Dispute to arbitration pursuant to Section 9. The Arbitration Firm Company shall deliver to the Seller and the Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Seller and the Buyer) of the disputed items submitted to the Arbitration Firm within have thirty (30) days of days, subject to the cure period provision set forth in the first sentence hereof, from the receipt of such disputed itemsa Notice of Termination to challenge whether or not Good Reason existed by notifying the Executive that it is submitting the Dispute to arbitration pursuant to Section 9. The determination In the event the Panel appointed pursuant to Section 9 determines that the purported termination by the Arbitration Firm Company for Good Cause or Disability or by the Executive for Good Reason was in fact without Good Cause or no Disability was present or for Good Reason if by the Executive, the Executive shall retain all compensation paid to him during the Dispute and be entitled to applicable severance benefits under Section 8. If a Dispute exists, and so long as the Term would not have expired but for the purported termination and so long as he continues to participate in the prompt resolution of the disputed amounts and Dispute the Purchase Price Executive shall be conclusive and binding on the Parties, absent manifest error. The Arbitration Firm shall act entitled to receive his Base Salary Amount as an expert and not an arbitrator. The fees and expenses provided under this Agreement pending resolution of the Arbitration Firm for such determination Dispute as provided herein. In the event the Executive prevails in the Dispute, then he shall be borne by the Seller, on the one hand, and the Buyer, on the other hand, in inverse proportion entitled to the manner in receive any amounts to which such Person prevails on the items resolved by the Arbitration Firm, which proportionate allocation shall he may be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be computed by the Arbitration Firm at the time its determination of the items in dispute is rendered. For example, should the items in dispute total in amount to one thousand dollars ($1,000.00) and the Arbitration Firm awards six hundred dollars ($600.00) in favor of the Seller’s position, sixty percent (60%) of the costs and expenses of the Arbitration Firm would be borne by the Buyer and forty percent (40%) would be borne by the Seller. The Purchase Price, as finally determined pursuant to this Section 2.05(c), shall be referred to herein as the “Final Purchase Priceentitled hereunder.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Final Purchase Price, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available funds. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. (i) If Within 30 days following receipt by TAT of the Seller objects Final Effective Date Balance Sheets and the Final Net Working Capital Statement, TAT may deliver a written objection notice to Buyer of any disagreement TAT has with respect to the preparation or content of the Final Effective Date Balance Sheets and/or the Final Net Working Capital Statement (such notice, an “Objection Notice”). An Objection Notice must describe in reasonable detail the line item calculations contained in the Final Effective Date Balance Sheets and/or the Final Net Working Capital Statement with which TAT disagrees and must briefly describe the basis for any such disagreement. If TAT does not provide an Objection Notice to Buyer within such 30-day period, such Final Effective Date Balance Sheets and Final Net Working Capital Statement will be final, conclusive and binding on the parties. In the event an Objection Notice is timely provided, Buyer and TAT shall negotiate in good faith to resolve the disputed items identified in the Objection Notice. If Buyer and TAT, notwithstanding such good faith efforts, fail to resolve any such disagreements within 30 days after Buyer’s calculation receipt of the Closing Date Net Working Capital, the Working Capital Increase or the Working Capital Decrease, as the case may be, or the resulting calculation of the Purchase Price, as set forth in the Closing Date Statement, then, within thirty (30) days after the delivery to the Seller of the Closing Date Statement (the “Review Period”), the Seller shall deliver to the Buyer a written notice (a “Dispute an Objection Notice”) describing, in reasonable detail, the Seller’s objections to the Buyer’s calculation of the amounts set forth in the Closing Date Statement and containing a statement setting forth the calculation of the Closing Date Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price, in each case, determined by the Seller to be correct and calculated pursuant to the Accounting Principles. If the Seller does not deliver a Dispute Notice to the Buyer during the Review Period, then the Buyer’s calculation of the amounts set forth in the Closing Date Statement shall be binding and conclusive on the Parties. (ii) If the Seller delivers a Dispute Notice, and if the Buyer and the Seller are unable to agree upon the calculation of the amounts set forth in the Closing Date Statement within fifteen (15) days after such Dispute Notice is delivered to the Buyer, then the Seller and the Buyer TAT shall jointly engage the firm of Gxxxx Xxxxxxxx Deloitte LLP, or, if Deloitte LLP is not then independent of Buyer and TAT or is not reasonably available to so act, then such other nationally recognized accounting firm as may be mutually acceptable to Buyer and TAT (or in the event the parties cannot agree, an accounting expert as chosen by the American Arbitration Association) (as applicable, the “Arbitration Firm”) to resolve such dispute. Within five (5) days after the Arbitration Firm is appointedany remaining disagreements; provided, the Buyer shall forward a copy of the Closing Date Statement to the Arbitration Firm, and the Seller shall forward a copy of the Dispute Notice to the Arbitration Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement and that the Arbitration Firm shall not make determine only the disputed items identified in the Objection Notice that remain unresolved following the 30-day period described in this sentence. In addition, in resolving any other determinationsuch disputed items, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Arbitration Firm shall (i) be bound by the terms and conditions set forth in this Section 2.3 and Exhibit B, (ii) render its decision within 30 days after the referral of the dispute(s) to the Arbitration Firm for a decision pursuant hereto, and (iii) not assign a value to any item greater than the greatest value for such item claimed by the Seller or the Buyer either party or less than the smallest value for such item claimed by either party. Neither TAT and Sellers, on one hand, nor Buyer, on the Seller other hand, (and none of their respective representatives) shall have any ex parte conversations or the Buyer and shall be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller and the Buyer) based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review. In resolving such objections, meetings with the Arbitration Firm shall apply without the Accounting Principles prior consent of (x) with respect to TAT and the provisions of this Agreement concerning the determination of the amounts set forth in the Closing Date StatementSellers, Buyer and (y) with respect to Buyer, TAT. The Arbitration Firm shall deliver to the Seller and the Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Seller and the Buyer) of the disputed items submitted to the Arbitration Firm within thirty (30) days of receipt of such disputed items. The determination by the Arbitration Firm of the disputed amounts and the Purchase Price shall be conclusive and binding on the Partiesfees, absent manifest error. The Arbitration Firm shall act as an expert and not an arbitrator. The fees costs and expenses of the Arbitration Firm for such determination shall be allocated to and borne by the SellerBuyer, on the one hand, and the BuyerTAT, on the other hand, in inverse proportion to the manner in which such Person prevails based on the items resolved by inverse of the percentage that the Arbitration Firm, which proportionate allocation shall be calculated on an aggregate basis based on ’s determination (before such allocation) bears to the relative dollar values total amount of the amounts in dispute and shall be computed by the Arbitration Firm at the time its determination of the total items in dispute is renderedas originally submitted to the Arbitration Firm. For example, should the items in dispute total in amount to one thousand dollars ($1,000.00) 1,000 and the Arbitration Firm awards six hundred dollars ($600.00) 600 in favor of the SellerBuyer’s position, sixty percent (60%) % of the costs of its review would be borne by TAT and expenses 40% of the costs would be borne by Buyer. All determinations made by the Arbitration Firm shall be final, conclusive and binding on the parties. Judgment may be entered upon the determination of the Arbitration Firm would be borne by in any court having jurisdiction over the Buyer and forty percent (40%) would be borne by the Seller. The Purchase Price, as finally determined pursuant to this Section 2.05(c), shall be referred to herein as the “Final Purchase Price.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any party against which such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Final Purchase Price, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) is to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available fundsenforced. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. (i) If the Seller objects to the Buyer’s calculation of the Closing Date Net Working Capital, the Working Capital Increase or the Working Capital Decrease, as the case may be, or the resulting calculation of the Purchase Price, as set forth in the Closing Date Statement, then, within thirty (30) Within 30 days after the delivery to the following receipt by Seller of the Closing Date Statement, Seller shall deliver written notice to Buyer of any dispute it has with respect to the preparation or content of the Closing Statement. If Seller does not notify Buyer of a dispute with respect to the Closing Statement within such 30 day period, such Closing Statement will be final, conclusive and binding on the Parties. In the event of a timely dispute notification, Buyer and Seller shall negotiate in good faith to resolve such dispute for a period of 30 days following such dispute notification. Any resolution reduced to writing and executed by Buyer and Seller during such 30 day period as to any disputed items will be final, conclusive and binding on the Parties for purposes of this Section 2.5. If Buyer and Seller do not resolve all disputed items by the end of such 30 day period, then Buyer and Seller will, and each acting individually will have the right to, submit for resolution the remaining items in dispute to PricewaterhouseCoopers LLP (the “Review PeriodIndependent Accounting Firm”), . Buyer and Seller will instruct the Seller shall deliver Independent Accounting Firm to render its determination with respect to the Buyer items in dispute in a written notice (a “Dispute Notice”) describing, in reasonable detail, report that specifies the Seller’s objections to the Buyer’s calculation conclusions of the amounts set forth Independent Accounting Firm as to each item in the Closing Date Statement and containing a statement setting forth the calculation of the Closing Date Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may be, dispute and the resulting calculation of any adjustments under this Section 2.5, it being understood and agreed that the Purchase Price, Independent Accounting Firm will evaluate and determine any such adjustments in each case, determined by accordance with the Seller to be correct terms of this Agreement and calculated pursuant to the Accounting Principles. If the Seller does not deliver a Dispute Notice to the Buyer during the Review Period, then the Buyer’s calculation of the amounts set forth in the Closing Date Statement shall be binding and conclusive on the Parties. (ii) If the Seller delivers a Dispute Notice, and if the Buyer and the Seller are unable to agree upon the calculation of the amounts set forth in the Closing Date Statement within fifteen (15) days after such Dispute Notice is delivered to the Buyer, then the Seller and the Buyer shall jointly engage the firm of Gxxxx Xxxxxxxx LLP (the “Arbitration Firm”) to resolve such dispute. Within five (5) days after the Arbitration Firm is appointed, the Buyer shall forward a copy of the Closing Date Statement to the Arbitration Firm, and the Seller shall forward a copy of the Dispute Notice to the Arbitration Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement and the Arbitration Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Arbitration Firm shall will not assign a any value to any item greater than the greatest value claimed for such item claimed by either Buyer in the Closing Statement or Seller or the Buyer in a dispute notice or less than the smallest value claimed for such item claimed by either Buyer in the Closing Statement or Seller or the in a dispute notice. Buyer and shall be limited Seller will each use commercially reasonable efforts to cause the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions Independent Accounting Firm to render its determination within 30 days after referral of the Seller and the Buyer) based solely on presentations and supporting material provided by the Parties and not pursuant items to any independent reviewsuch firm or as soon thereafter as reasonably practicable. In resolving such objections, the Arbitration Firm shall apply the The Independent Accounting Principles and the provisions of this Agreement concerning the Firm’s determination of the amounts calculation of any adjustments under this Section 2.5 as set forth in the Closing Date Statement. The Arbitration Firm shall deliver to the Seller and the Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to its report will be based solely on information provided to the Arbitration Firm by the Seller and the Buyer) of the disputed items submitted to the Arbitration Firm within thirty (30) days of receipt of such disputed items. The determination by the Arbitration Firm of the disputed amounts and the Purchase Price shall be final, conclusive and binding on the Parties, absent manifest errorParties for purposes of this Section 2.5. The Arbitration Independent Accounting Firm shall act as an expert and not an arbitrator. The fees and expenses will determine the allocation of the Arbitration Firm for such determination shall be borne by the Seller, on the one hand, cost of its review and the Buyer, on the other hand, in inverse proportion to the manner in which such Person prevails on the items resolved by the Arbitration Firm, which proportionate allocation shall be calculated on an aggregate basis report based on the relative dollar values inverse of the amounts in dispute and shall be computed by the Arbitration Firm at the time percentage its determination (before such allocation) bears to the total amount of the total items in dispute is renderedas originally submitted to the Independent Accounting Firm. For example, should the items in dispute total in amount to one thousand dollars ($1,000.00) 1,000 and the Arbitration Independent Accounting Firm awards six hundred dollars (award $600.00) 600 in favor of the Seller’s position, sixty percent (60%) % of the costs and expenses of the Arbitration Firm its review would be borne by the Buyer and forty percent (40%) % of the costs would be borne by the Seller. The Purchase Price, as finally determined pursuant to this Section 2.05(c), shall be referred to herein as the “Final Purchase Price.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Final Purchase Price, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available funds. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. (i) The Final Closing Statement, and the amounts set forth therein, shall be final and binding on the parties hereto unless, within thirty (30) Business Days after receipt by Seller of the Final Closing Statement, Seller shall deliver a written notice to Buyer of its disagreement with the calculation of any of the line items in the Final Closing Statement that specifies the amount of the proposed adjustment for each line item in dispute and the substance of any disagreement asserted in reasonable detail (the “Notice of Disagreement”). The Notice of Disagreement shall only set forth objections based on (x) arithmetic error or (y) the Final Closing Statement not being prepared (A) in accordance with the definition of Net Working Capital and/or the Reference Closing Statement, as applicable, and (B) in a manner consistent with the preparation of, and in the same form and containing the same line items as, the Reference Closing Statement. Seller shall be deemed to have agreed with all items and amounts contained in the Final Closing Statement and the calculations set forth therein, other than as specified in the Notice of Disagreement. If the Notice of Disagreement is timely delivered by Seller objects as provided herein, Buyer, on the one hand, and Seller, on the other hand, will, during the fifteen (15) Business Days following delivery of the Notice of Disagreement, use their commercially reasonable efforts to reach agreement on the disputed items or amounts set forth in the Notice of Disagreement, which shall be resolved within the range represented by Buyer’s and Seller’s respective positions. For the purposes of complying with this Section 2.5(b)(i), after the Closing and until any disputes with respect to the Final Closing Statement are resolved in accordance with this Section 2.5(b), Buyer shall provide Seller and its Representatives, upon prior written request of Seller, reasonable access to Buyer’s calculation work papers and any work papers of Buyer’s independent accountants, in each case, to the extent used in the preparation of the Final Closing Date Net Working CapitalStatement, and Buyer shall make reasonably available to Seller and its Representatives relevant Buyer personnel responsible for the preparation of the Final Closing Statement, in each case, to the extent reasonably necessary for, and for the sole purpose of, assisting in Seller’s review of the Final Closing Statement; provided that the independent accountants of Buyer shall not be obligated to make any work papers available to Seller or its Representatives unless and until Seller has signed a customary agreement relating to access to work papers in form and substance reasonably acceptable to such independent accountants. (ii) If Buyer and Seller are unable to reach agreement on the Final Closing Statement during the fifteen (15)-Business Day period described above, they shall promptly thereafter designate a firm of independent accountants (the “Audit Firm”) of nationally recognized standing reasonably satisfactory to Buyer and Seller to review this Agreement and the disputed items or amounts for the purpose of calculating the Final Closing Statement. If Buyer and Seller do not agree on the selection of the Audit Firm within ten (10) Business Days following the end of the fifteen (15)-Business Day period described above, either party may request the American Arbitration Association to appoint, within fifteen (15) days from this request, a firm of independent public accountants of nationally recognized standing with significant experience relating to purchase price adjustments in the financial services industry, which is independent of each of Buyer and Seller, to serve as the Audit Firm. At the time of submission of the dispute to the Audit Firm, Buyer and Seller will each submit a written statement setting forth in such detail as they deem appropriate their respective positions with respect to only the disputed matters. There will be no ex parte communications between Buyer or Seller and the Audit Firm with respect to the disputed matters, other than written answers by the parties to written questions from the Audit Firm. All written communications to or from the Audit Firm and Buyer or Seller will be delivered simultaneously to the other party. In determining the Final Closing Statement, the Working Capital Increase Audit Firm (1) shall be bound by the definitions and other applicable provisions set forth in this Agreement, (2) shall consider only those items or amounts in the Working Capital Decrease, Final Closing Statement as the case may be, or the resulting calculation of the Purchase Priceto which Seller has disagreed, as set forth in the Notice of Disagreement, and (3) shall base its review solely on the written statements prepared by the parties and supporting documents provided by the parties and the responses to any written questions from the Audit Firm. The decision of the Audit Firm shall not be based on an independent examination or audit of the financial or accounting records of the ACRE Companies or their respective predecessors or legal discovery process. The determination of the Audit Firm with respect to each line item in dispute with respect to the Final Closing Date StatementStatement shall be within the range represented by Buyer’s and Seller’s respective positions as set forth in the Final Closing Statement and the Notice of Disagreement, thenrespectively. The parties shall use commercially reasonable efforts to cause the Audit Firm to deliver to Buyer and Seller, as promptly as practicable, and in any event within thirty (30) days days, after referral of the delivery disputed matters to the Seller Audit Firm a written report setting forth its determination with respect to each of the Closing Date Statement (the “Review Period”disputed matters as provided in this Section 2.5(b)(ii), the Seller shall deliver to the Buyer a written notice (a “Dispute Notice”) describing, in reasonable detail, the Seller’s objections to the Buyer’s calculation . The determination of the amounts set forth in the Closing Date Statement and containing a statement setting forth the calculation of the Closing Date Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price, in each case, determined by the Seller to be correct and calculated pursuant to the Accounting Principles. If the Seller does not deliver a Dispute Notice to the Buyer during the Review Period, then the Buyer’s calculation of the amounts set forth in the Closing Date Statement Audit Firm shall be final, binding and conclusive on the Parties. (ii) If the Seller delivers a Dispute Noticeconclusive, and if the Buyer and the Seller are unable to agree upon the calculation of the amounts set forth in the Closing Date Statement within fifteen (15) days after such Dispute Notice is delivered to the Buyer, then the Seller and the Buyer shall jointly engage the firm of Gxxxx Xxxxxxxx LLP (the “Arbitration Firm”) to resolve such dispute. Within five (5) days after the Arbitration Firm is appointed, the Buyer shall forward a copy of the Closing Date Statement to the Arbitration Firm, and the Seller shall forward a copy of the Dispute Notice to the Arbitration Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement and the Arbitration Firm shall not make any other determination, including any determination as be subject to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Arbitration Firm shall not assign a value to any item greater than the greatest value for such item claimed by the Seller or the Buyer or less than the smallest value for such item claimed by the Seller or the Buyer appeal and shall be limited deemed to the selection of either the have been accepted by Buyer and Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller and the Buyer) based solely on presentations and supporting material provided by the Parties and not pursuant , subject only to any independent review. In resolving such objections, the Arbitration Firm shall apply the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts set forth in the Closing Date Statement. The Arbitration Firm shall deliver to the Seller and the Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Seller and the Buyer) of the disputed items submitted to the Arbitration Firm within thirty (30) days of receipt of such disputed items. The determination by the Arbitration Firm of the disputed amounts and the Purchase Price shall be conclusive and binding on the Parties, absent manifest error. The Arbitration Firm shall act as an expert and not an arbitrator. The fees and expenses of the Arbitration Audit Firm for such determination shall be borne by the SellerBuyer, on the one hand, and the Buyerby Seller, on the other hand, in inverse proportion to the manner in which such Person prevails as they may prevail on the items matters resolved by the Arbitration Audit Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be computed determined by the Arbitration Audit Firm at the time the Audit Firm renders its determination on the merits of the items in dispute is rendered. For example, should the items in dispute total in amount matters submitted to one thousand dollars ($1,000.00) and the Arbitration Firm awards six hundred dollars ($600.00) in favor of the Seller’s position, sixty percent (60%) of the costs and expenses of the Arbitration Firm would be borne by the Buyer and forty percent (40%) would be borne by the Seller. The Purchase Price, as finally determined pursuant to this Section 2.05(c), shall be referred to herein as the “Final Purchase Priceit.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Final Purchase Price, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available funds. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. (iWithin 30 days following receipt by Sellers of the Inventory Statement, Sellers shall deliver written notice to Buyer of any dispute(s) If the Seller objects they have with respect to the Buyer’s calculation preparation or content of the Closing Date Net Working CapitalInventory Statement. If Sellers do not notify Buyer of a dispute with respect to the Inventory Statement within such 30-day period, such Inventory Statement will be final, conclusive and binding on the Working Capital Increase parties. In the event of such notification of a dispute or the Working Capital Decreasedisputes, as the case may beBuyer and Sellers shall negotiate in good faith to resolve such dispute(s). If Buyer and Sellers, or the resulting calculation of the Purchase Pricenotwithstanding such good faith effort, as set forth in the Closing Date Statement, then, fail to resolve such dispute(s) within thirty (30) 15 days after the delivery to the Seller Sellers advise Buyer of the Closing Date Statement (the “Review Period”), the Seller shall deliver to the Buyer a written notice (a “Dispute Notice”) describing, in reasonable detail, the Seller’s objections to the Buyer’s calculation of the amounts set forth in the Closing Date Statement and containing a statement setting forth the calculation of the Closing Date Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price, in each case, determined by the Seller to be correct and calculated pursuant to the Accounting Principles. If the Seller does not deliver a Dispute Notice to the Buyer during the Review Periodtheir objections, then the Buyer’s calculation of the amounts set forth in the Closing Date Statement shall be binding and conclusive on the Parties. (ii) If the Seller delivers a Dispute Notice, and if the Buyer and the Seller are unable to agree upon the calculation of the amounts set forth in the Closing Date Statement within fifteen (15) days after such Dispute Notice is delivered to the Buyer, then the Seller and the Buyer Sellers jointly shall jointly engage the firm of Gxxxx Xxxxxxxx Duff & Xxxxxx LLP (the “Arbitration Firm”) to resolve such disputedispute(s). Within five (5) days after the Arbitration Firm is appointedAs promptly as practicable thereafter, the Buyer and Sellers shall forward each prepare and submit a copy of the Closing Date Statement presentation to the Arbitration Firm. As soon as practicable thereafter, Buyer and the Seller Sellers shall forward a copy of the Dispute Notice to the Arbitration Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement and cause the Arbitration Firm shall not make to render its determination within 30 days following its receipt of such presentations and based solely upon such presentations. In resolving any other determinationdisputed item, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Arbitration Firm shall may not assign a value to any item greater than the greatest value claimed for such item claimed by the Seller or the Buyer any party or less than the smallest value claimed for such item claimed by the Seller or the Buyer and shall be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller and the Buyer) based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review. In resolving such objections, the Arbitration Firm shall apply the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts set forth in the Closing Date Statement. The Arbitration Firm shall deliver to the Seller and the Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Seller and the Buyer) of the disputed items submitted to the Arbitration Firm within thirty (30) days of receipt of such disputed items. The determination by the Arbitration Firm of the disputed amounts and the Purchase Price shall be conclusive and binding on the Parties, absent manifest error. The Arbitration Firm shall act as an expert and not an arbitratorparty. The fees and expenses of the Arbitration Firm for such determination shall be borne by the Seller, allocated to Buyer and Sellers based on the one hand, and inverse of the Buyer, on the other hand, in inverse proportion to the manner in which such Person prevails on the items resolved by percentage that the Arbitration Firm, which proportionate allocation shall be calculated on an aggregate basis based on ’s determination (before such allocated) bears to the relative dollar values total amount of the amounts total items in dispute and shall be computed by as originally submitted to the Arbitration Firm at the time its determination of the items in dispute is rendered. For example, should if the items in dispute total in amount to one thousand dollars ($1,000.00) 1,000 and the Arbitration Firm awards six hundred dollars ($600.00) 600 in favor of the Seller’s Sellers’ position, sixty percent (then 60%) % of the costs fees and expenses of the Arbitration Firm would be borne by the Buyer and forty percent (40%) % of such fees and expenses of the Arbitration Firm would be borne by the SellerSellers. The Purchase Price, as finally determined pursuant to this Section 2.05(c), shall be referred to herein as the “Final Purchase Price.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Final Purchase Price, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be All determinations made by wire transfer of immediately available funds to the account designated by Arbitration Firm will be final, conclusive and binding on the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available fundsparties. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. (i) If the Seller objects to the Buyer’s calculation of the Closing Date Net Working Capital, the Working Capital Increase or the Working Capital Decrease, as the case may be, or the resulting calculation of the Purchase Price, as set forth in the Closing Date Statement, then, within Within thirty (30) days after the delivery to the following receipt by Seller of the Final Closing Balance Sheet and the Final Closing Date Statement (the “Review Dispute Period”), the Seller shall deliver to the Buyer a written notice (a “Dispute Notice”) describing, to Buyer of any disagreement Seller has with respect to the preparation or content of the Final Closing Balance Sheet or the Final Closing Date Statement. Such Dispute Notice must describe in reasonable detail, detail the Seller’s objections to the Buyer’s calculation of the amounts set forth items contained in the Final Closing Balance Sheet or Final Closing Date Statement and containing a statement setting forth with which Seller disagrees and, to the calculation of the Closing Date Net Working Capitalextent available, the Working Capital Increase or Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price, in each case, determined by the Seller to be correct and calculated pursuant to the Accounting Principlesbasis for any such disagreement. If the Seller does not deliver provide Buyer with a Dispute Notice to within the Buyer during the Review Dispute Period, then the Buyer’s calculation of the amounts set forth in the Final Closing Balance Sheet and Final Closing Date Statement shall delivered by the Buyer pursuant to Section 2.3(a) will be final, conclusive and binding and conclusive on the Parties. (ii) If . Any item in, or omitted from, the Final Closing Date Statement that Seller delivers does not disagree with in the Dispute Notice shall be final, binding, and conclusive for all purposes hereunder in the manner stated in, or omitted from, the Final Closing Date Statement. In the event Seller provides Buyer with a Dispute Notice, and if the Buyer and the Seller are unable shall negotiate in good faith to agree upon the calculation resolve all disagreements related thereto. If Buyer and Seller, notwithstanding such good faith effort, fail to resolve any of the amounts set forth disagreements contained in the Closing Date Statement within fifteen (15) days after such Dispute Notice is delivered to the Buyer, then the Seller and the Buyer shall jointly engage the firm of Gxxxx Xxxxxxxx LLP (the “Arbitration Firm”) to resolve such dispute. Within five (5) days after the Arbitration Firm is appointed, the Buyer shall forward a copy of the Closing Date Statement to the Arbitration Firm, and the Seller shall forward a copy of the Dispute Notice to the Arbitration Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement and the Arbitration Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Arbitration Firm shall not assign a value to any item greater than the greatest value for such item claimed by the Seller or the Buyer or less than the smallest value for such item claimed by the Seller or the Buyer and shall be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller and the Buyer) based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review. In resolving such objections, the Arbitration Firm shall apply the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts set forth in the Closing Date Statement. The Arbitration Firm shall deliver to the Seller and the Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Seller and the Buyer) of the disputed items submitted to the Arbitration Firm within thirty (30) days after Seller provides Buyer with such Dispute Notice (which thirty (30)-day period may be extended by written agreement of receipt of such disputed items. The determination by the Arbitration Firm of the disputed amounts and the Purchase Price shall be conclusive and binding on the Parties, absent manifest error. The Arbitration Firm shall act as an expert and not an arbitrator. The fees and expenses of the Arbitration Firm for such determination shall be borne by the Seller, on the one hand, and the Buyer, on the other hand, in inverse proportion to the manner in which such Person prevails on the items resolved by the Arbitration Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be computed by the Arbitration Firm at the time its determination of the items in dispute is rendered. For example, should the items in dispute total in amount to one thousand dollars ($1,000.00) and the Arbitration Firm awards six hundred dollars ($600.00) in favor of the Seller’s position, sixty percent (60%) of the costs and expenses of the Arbitration Firm would be borne by the Buyer and forty percent (40%) would be borne by the Seller. The Purchase Price, as finally determined pursuant to this Section 2.05(c), shall be referred to herein as the “Final Purchase Price.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Final Purchase Price, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance with the Wire Instructions and the Buyer and Seller jointly shall engage the accounting firm of Gxxxx Xxxxxxxx LLP or such other nationally recognized accounting firm as may be mutually acceptable to Buyer and Seller shall jointly instruct the Escrow Agent to release to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price DecreaseAccounting Firm”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available fundsresolve any such disagreement(s). (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. Notwithstanding the foregoing, if prior to 5:00 p.m. (iNew York time) If on the Seller objects fourth Business Day after the date on which the Non-Claiming Party receives the Escrow Agent Notice, written notification is delivered to the Buyer’s calculation Escrow Agent from the Non-Claiming Party (with a copy simultaneously delivered to the party delivering the Claim Notice (the “Claiming Party”)) stating that the Non-Claiming Party disputes in good faith the truth or accuracy of any statement contained in the Claim Notice (the “Dispute Notice”), which Dispute Notice shall include the basis of such dispute in reasonable detail, then the Escrow Agent shall hold the Assignor Payment Amount specified in the Assignor Claim Notice or the Buyer Payment Amount, as applicable specified in the Assignee Claim Notice pending a resolution, as hereafter provided. If within ten business days after delivery of the Closing Date Net Working CapitalDispute Notice, the Working Capital Increase Claiming Party and the Non-Claiming Party do not deliver to the Escrow Agent joint instructions regarding the payment of the Assignor Payment Amount set forth in the Assignor Claim Notice or the Working Capital DecreaseBuyer Payment Amount, as applicable set forth in the Assignee Claim Notice, then the matter shall be promptly submitted to a mediator that is acceptable to both the Claiming Party and the Non-Claiming Party (the “Mediator”), together with a copy of the Claim Notice and the Dispute Notice and such other specific documentation, if any, as the case may beMediator shall request. The Mediator shall resolve the dispute within ten business days thereafter and shall direct the Escrow Agent to pay the Assignor Payment Amount set forth in the Assignor Claim Notice, or the resulting calculation of the Purchase PriceBuyer Payment Amount, as applicable, as set forth in the Closing Date StatementAssignee Claim Notice, thenaccording to such resolution. The costs of the Mediator shall be paid fifty percent (50%) by each of the Claiming Party and the Non-Claiming Party; provided that Assignee and Assignors hereby agree and direct that in connection with any such resolution by the Mediator which determines that the Dispute Notice was made in bad faith by the Non-Claiming Party, the Non-Claiming Party shall pay one hundred percent (100%) of the costs of the Mediator. The decision of the Mediator shall be final and binding on the parties hereto. In the event the parties are unable to jointly agree on the appointment of a Mediator within twenty (20) business days after delivery of a Dispute Notice, such matter shall be submitted to binding arbitration as provided in this Section 6(d), which shall be the sole and exclusive method of resolving such dispute. Arbitration shall be conducted in accordance with the commercial arbitration rules (the “Rules”) of the American Arbitration Association (the “AAA”) then in effect, except as modified herein. The arbitration shall be conducted before three arbitrators, of whom each party shall appoint one arbitrator within ten (10) days of the receipt by the respondent of the demand for arbitration. The two arbitrators appointed by the parties shall appoint a third arbitrator, who shall serve as chair of the arbitral tribunal, within ten (10) days of the appointment of the second arbitrator. If any arbitrator is not appointed within the time limits provided herein and in the Rules, such arbitrator shall be appointed by the AAA by using a list striking and ranking procedure in accordance with the Rules. Any arbitrator appointed by the AAA shall be experienced as an arbitrator. The hearing shall be held, if possible, within thirty (30) days after the delivery to the Seller of the Closing Date Statement (the “Review Period”), the Seller shall deliver to the Buyer a written notice (a “Dispute Notice”) describing, in reasonable detail, the Seller’s objections to the Buyer’s calculation appointment of the amounts set forth in the Closing Date Statement and containing a statement setting forth the calculation of the Closing Date Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price, in each case, determined by the Seller to be correct and calculated pursuant to the Accounting Principles. If the Seller does not deliver a Dispute Notice to the Buyer during the Review Period, then the Buyer’s calculation of the amounts set forth in the Closing Date Statement shall be binding and conclusive on the Parties. (ii) If the Seller delivers a Dispute Notice, and if the Buyer and the Seller are unable to agree upon the calculation of the amounts set forth in the Closing Date Statement within fifteen (15) days after such Dispute Notice is delivered to the Buyer, then the Seller and the Buyer shall jointly engage the firm of Gxxxx Xxxxxxxx LLP (the “Arbitration Firm”) to resolve such dispute. Within five (5) days after the Arbitration Firm is appointed, the Buyer shall forward a copy of the Closing Date Statement to the Arbitration Firm, and the Seller shall forward a copy of the Dispute Notice to the Arbitration Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement and the Arbitration Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Arbitration Firm shall not assign a value to any item greater than the greatest value for such item claimed by the Seller or the Buyer or less than the smallest value for such item claimed by the Seller or the Buyer and shall be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller and the Buyer) based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review. In resolving such objections, the Arbitration Firm shall apply the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts set forth in the Closing Date Statement. The Arbitration Firm shall deliver to the Seller and the Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Seller and the Buyer) of the disputed items submitted to the Arbitration Firm within thirty (30) days of receipt of such disputed items. The determination by the Arbitration Firm of the disputed amounts and the Purchase Price shall be conclusive and binding on the Parties, absent manifest error. The Arbitration Firm shall act as an expert and not an third arbitrator. The fees and expenses costs of arbitration shall be paid fifty percent (50%) by each of the Arbitration Firm for such determination Claiming Party and the Non-Claiming Party. The arbitration provisions set forth herein shall be borne governed by the SellerFederal Arbitration Act, on the one hand, and the Buyer, on the other hand, in inverse proportion to the manner in which such Person prevails on the items resolved by the Arbitration Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be computed by the Arbitration Firm at the time its determination of the items in dispute is rendered. For example, should the items in dispute total in amount to one thousand dollars ($1,000.00) and the Arbitration Firm awards six hundred dollars ($600.00) in favor of the Seller’s position, sixty percent (60%) of the costs and expenses of the Arbitration Firm would be borne by the Buyer and forty percent (40%) would be borne by the Seller. The Purchase Price, as finally determined pursuant to this Section 2.05(c), shall be referred to herein as the “Final Purchase Price9 U.S.C. § 1 et seq.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Final Purchase Price, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available funds. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. (i) If Within 10 days following receipt by the Seller objects Company of the Initial Cash Statement, the Company shall deliver written notice to Buyer of any dispute it has with respect to the Initial Cash Statement (the “Cash Statement Objection”) setting forth a specific description of the basis of the Cash Statement Objection, the adjustments to the Initial Cash Statement which the Company believes should be made, and the Company’s calculation of the Final Cash. The Buyer will assist and cooperate with the Company in the preparation of any Cash Statement Objection. During such 10-day period, subject to the Company’s confidentiality obligations under the Non-Compete Agreement, the Buyer shall, at the request of the Company, on reasonable prior notice from the Company and during normal business hours, afford the Company reasonable access to the books and records with respect to the Business (to the extent relevant to the determination of the Final Cash) and otherwise reasonably cooperate with the Company in connection with its preparation of any Cash Statement Objection. The Company shall be deemed to have accepted any items not specifically disputed in the Cash Statement Objection. Failure to so notify Buyer within such 10-day period shall constitute acceptance and approval of Buyer’s calculation of the Closing Date Net Working CapitalFinal Cash. Buyer shall have 10 days following the date it receives the Cash Statement Objection to review and respond to the Cash Statement Objection. If the Company and the Buyer are unable to resolve all of their disagreements with respect to the determination of the foregoing items by the 10th day following Buyer’s response thereto, after having used their commercially reasonable efforts to reach a resolution, they shall refer their remaining differences to Ernst & Young LLP or, if such firm refuses to accept such engagement (or such firm is, at the relevant time, doing any work for the Buyer or the Company), another nationally recognized firm of independent public accountants as to which the Company and the Buyer mutually agree acting promptly and in good faith (in either case, the Working Capital Increase or the Working Capital Decrease, as the case may be, or the resulting calculation of the Purchase Price, as set forth in the Closing Date Statement, then, within thirty (30) days after the delivery to the Seller of the Closing Date Statement (the “Review PeriodCPA Firm”). The CPA Firm shall, the Seller shall deliver to the Buyer acting as experts in accounting and not as arbitrators, determine on a written notice (a “Dispute Notice”) describing, in reasonable detail, the Seller’s objections to the Buyer’s calculation of the amounts set forth in the Closing Date Statement and containing a statement setting forth basis consistent with the calculation of the Closing Date Net Working CapitalEstimated Cash, and only with respect to the specific remaining accounting-related differences so submitted, whether and to what extent, if any, the Working Capital Increase or Working Capital Decrease, as the case may be, Initial Cash Statement requires adjustment. The Buyer and the resulting calculation Company each agree to execute, if requested by the CPA Firm, a reasonable engagement letter. The Company and the Buyer shall request the CPA Firm to render its determination within 45 days. All fees and expenses of the Purchase Price, in each case, determined CPA Firm relating to this work shall be borne 50% by the Seller to Company and 50% by the Buyer. All determinations made by the CPA Firm will be correct and calculated pursuant limited to the Accounting Principles. If the Seller does not deliver a Dispute Notice matters submitted to the Buyer during the Review Period, then the Buyer’s calculation of the amounts set forth in the Closing Date Statement shall be binding and conclusive on the Parties. (ii) If the Seller delivers a Dispute Notice, and if CPA Firm by the Buyer and the Seller are unable to agree upon the calculation of the amounts set forth in the Closing Date Statement within fifteen (15) days after such Dispute Notice is delivered to the Buyer, then the Seller and the Buyer shall jointly engage the firm of Gxxxx Xxxxxxxx LLP (the “Arbitration Firm”) to resolve such dispute. Within five (5) days after the Arbitration Firm is appointed, the Buyer shall forward a copy of the Closing Date Statement to the Arbitration Firm, and the Seller shall forward a copy of the Dispute Notice to the Arbitration Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement and the Arbitration Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Arbitration Firm shall not assign a value to any item greater than the greatest value for such item claimed by the Seller or the Buyer or less than the smallest value for such item claimed by the Seller or the Buyer Company and shall be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller and the Buyer) based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review. In resolving such objectionsfinal, the Arbitration Firm shall apply the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts set forth in the Closing Date Statement. The Arbitration Firm shall deliver to the Seller and the Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Seller and the Buyer) of the disputed items submitted to the Arbitration Firm within thirty (30) days of receipt of such disputed items. The determination by the Arbitration Firm of the disputed amounts and the Purchase Price shall be conclusive and binding on the Partiesparties and neither the Buyer nor the Company nor any of their respective Affiliates shall seek further recourse to courts or other tribunals, absent manifest errorother than to enforce the CPA Firm’s determination. Judgment may be entered to enforce such report in any court of competent jurisdiction. The Arbitration Company and the Buyer shall make reasonably available to the CPA Firm shall act as an expert all relevant books and not an arbitratorrecords, any work papers (including those of the parties’ respective accountants) and supporting documentation relating to the Initial Cash Statement and all other items reasonably requested by the CPA Firm. The fees and expenses of the Arbitration Firm for such determination “Final Cash Statement” shall be borne by (i) the Seller, on Initial Cash Statement in the one hand, event that (A) no Cash Statement Objection is delivered to Buyer during the initial 10-day period specified above or (B) the Company and the BuyerBuyer so agree, on (ii) the other handInitial Cash Statement, in inverse proportion to the manner in which such Person prevails on the items resolved by the Arbitration Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be computed by the Arbitration Firm at the time its determination of the items in dispute is rendered. For example, should the items in dispute total in amount to one thousand dollars ($1,000.00) and the Arbitration Firm awards six hundred dollars ($600.00) in favor of the Seller’s position, sixty percent (60%) of the costs and expenses of the Arbitration Firm would be borne by the Buyer and forty percent (40%) would be borne by the Seller. The Purchase Price, as finally determined pursuant to this Section 2.05(c), shall be referred to herein as the “Final Purchase Price.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Final Purchase Price, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds adjusted in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, thatCash Statement Objection, in the event that (A) Buyer does not respond to the Cash Statement Objection during the 10-day period specified above following receipt by Buyer of the Cash Statement Objection or (B) the Company and the Buyer elects to have all so agree or a portion of (iii) the Escrow Deficit satisfied from the Indemnification Escrow AmountInitial Cash Statement, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay as adjusted pursuant to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer agreement of immediately available funds. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct Company or as adjusted by the Escrow Agent to release CPA Firm together with any other modifications to the Seller from Initial Cash Statement agreed upon by the Adjustment Escrow Account an amount equal to Company and the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire InstructionsBuyer.

Dispute. Within sixty (i60) If days following receipt by the Seller objects to the Buyer’s calculation Representative of the Closing Date Net Working CapitalStatement, the Working Capital Increase Seller Representative shall deliver written notice to Purchaser if the Seller Representative disputes any calculation or the Working Capital Decrease, as the case may be, or the resulting calculation of the Purchase Price, as item set forth in the Closing Date Statement. If the Seller Representative does not notify Purchaser of a dispute with respect to the Closing Statement within such sixty (60)-day period, thensuch Closing Statement will be final, conclusive and binding on the Parties, and the Closing Statement shall be deemed to set forth the final Closing Working Capital, Closing Working Capital Adjustment, amount of Closing Cash, Company Indebtedness, Company Transaction Expenses, and Purchase Price, in each case, for purposes of determining the Actual Adjustment. In the event of a notification of such dispute, Purchaser and the Seller Representative shall negotiate in good faith to resolve such dispute. If Purchaser and the Seller Representative, notwithstanding such good faith effort, fail to resolve such dispute within thirty (30) days after the delivery to Seller Representative advises Purchaser of his objections, then Purchaser and the Seller Representative jointly shall engage RSM US LLP, provided that if RSM US LLP is not willing or unable to accept such engagement, then Purchaser and the Seller Representative shall jointly engage another nationally or regionally recognized accounting firm that is not presently providing and has not provided any of the Closing Date Statement Parties or their respective Affiliates with services in the last two (2) years, as mutually agreed upon by Purchaser and the Seller Representative (the “Review Period”), the Seller shall deliver to the Buyer a written notice (a “Dispute Notice”) describing, in reasonable detail, the Seller’s objections to the Buyer’s calculation of the amounts set forth in the Closing Date Statement and containing a statement setting forth the calculation of the Closing Date Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price, in each case, determined by the Seller to be correct and calculated pursuant to the Accounting Principles. If the Seller does not deliver a Dispute Notice to the Buyer during the Review Period, then the Buyer’s calculation of the amounts set forth in the Closing Date Statement shall be binding and conclusive on the Parties. (ii) If the Seller delivers a Dispute Notice, and if the Buyer and the Seller are unable to agree upon the calculation of the amounts set forth in the Closing Date Statement within fifteen (15) days after such Dispute Notice is delivered to the Buyer, then the Seller and the Buyer shall jointly engage the firm of Gxxxx Xxxxxxxx LLP (the “Arbitration Firm”) to resolve such dispute. Within five (5) days after As promptly as practicable thereafter, Purchaser and the Arbitration Seller Representative shall each prepare and submit a presentation to the Accounting Firm is appointedregarding the differences, the Buyer shall forward a copy of and only such differences, with respect to the Closing Date Statement to (the Arbitration Firm“Disputed Items”). Purchaser and the Seller Representative will instruct the Accounting Firm to, and the Seller shall forward Accounting Firm will, make a copy final determination of the Dispute Notice to the Arbitration Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections Disputed Items (and determining the correct calculations to be used on only the disputed portions of Disputed Items) in accordance with the Closing Date Statement guidelines and procedures set forth in this Agreement, including the Accounting Principles and the Arbitration Firm shall not make any other determinationdefinitions of Closing Working Capital, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correctAdjustment, Closing Cash, Company Indebtedness, Company Transaction Expenses, and Purchase Price. The Arbitration Purchaser and the Seller Representative will instruct the Accounting Firm shall not to, and the Accounting Firm will not, assign a value to any item Disputed Item greater than the greatest value for such item claimed assigned by Purchaser, on the one hand, or the Seller or Representative, on the Buyer other hand, or less than the smallest value for such item claimed assigned by Purchaser, on the one hand, or the Seller or Representative, on the Buyer other hand. Purchaser and shall be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller Representative will also instruct the Accounting Firm to, and the Buyer) Accounting Firm will, make its determination based solely on presentations by Purchaser and supporting material provided by the Parties Seller Representative that are in accordance with the guidelines and not pursuant to any independent review. In resolving such objections, the Arbitration Firm shall apply procedures set forth in this Agreement and the Accounting Principles (i.e., not on the basis of an independent review). Purchaser and the provisions Seller Representative will cooperate with the Accounting Firm during the term of this Agreement concerning its engagement and use their respective reasonable best efforts to cause the determination of the amounts set forth Accounting Firm to resolve such dispute as soon as practicable, but in the Closing Date Statement. The Arbitration Firm shall deliver to the Seller and the Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Seller and the Buyer) of the disputed items submitted to the Arbitration Firm any event within thirty (30) days of receipt of such disputed itemsafter the date on which the Disputed Items are submitted to the Accounting Firm. The determination by the Arbitration Firm of the disputed amounts Except as Purchaser and the Purchase Price shall be conclusive Seller Representative may otherwise agree, all communications between Purchaser and binding on the Parties, absent manifest error. The Arbitration Firm shall act as an expert and not an arbitrator. The fees and expenses Seller Representative or any of the Arbitration Firm for such determination shall be borne by the Sellertheir respective representatives, on the one hand, and the BuyerAccounting Firm, on the other hand, will be in inverse proportion writing with copies simultaneously delivered to the manner in which such Person prevails non-communicating party. The Accounting Firm’s determination will, absent manifest error, be final and binding on the items resolved Parties and upon which a judgment may be entered by the Arbitration Firma court having jurisdiction pursuant to Section 8.3, which proportionate allocation and will not be subject to court review or otherwise appealable. The process set forth in this Section 2.3 shall be calculated on an aggregate basis based on the relative dollar values exclusive remedy for the Parties for any disputes related to items required to be reflected in the Closing Statement or included in the calculation of the amounts in dispute Closing Working Capital and the Closing Working Capital Adjustment. The Closing Statement shall be computed by revised as appropriate to reflect the Arbitration Firm at resolution of any objections thereto pursuant to this Section 2.3(c) and, as so revised, such Closing Statement shall be deemed to set forth the time its final Closing Working Capital, Closing Working Capital Adjustment, Closing Cash, Company Indebtedness, Company Transaction Expenses and Purchase Price, in each case, for all purposes hereunder (including the determination of the items in dispute is renderedActual Adjustment). For example, should the items in dispute total in amount to one thousand dollars ($1,000.00) Each of Purchaser and the Arbitration Firm awards six hundred dollars ($600.00) Seller Representative will bear its or his own legal, accounting and other fees and expenses of participating in favor of the Seller’s position, sixty percent (60%) of the costs dispute resolution procedure set forth in this Section 2.3(c). The fees and expenses of the Arbitration Accounting Firm would (i) will be borne by Sellers in the Buyer proportion that the aggregate dollar amount of Disputed Items submitted thereto for resolution that are unsuccessfully disputed by the Seller Representative (as finally determined by the Accounting Firm) bears to the aggregate dollar amount of such submitted Disputed Items and forty percent (40%ii) would will be borne by Purchaser in the Seller. The Purchase Price, proportion that the aggregate dollar amount of Disputed Items submitted thereto for resolution that are successfully disputed by the Seller Representative (as finally determined pursuant to this Section 2.05(c), shall be referred to herein as by the “Final Purchase Price.” (iiiAccounting Firm) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Final Purchase Price, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release bears to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the aggregate dollar amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyersubmitted Disputed Items; provided, that, provided that in the event that a retainer is required by the Buyer elects to have all or a portion Accounting Firm, such retainer will be funded equally by Sellers and Purchaser and the cost of the Escrow Deficit satisfied from retainer will be reallocated between Sellers and Purchaser consistent with the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days allocation of the payment to Buyer from total fees and expenses of the Indemnification Escrow Account, pay Accounting Firm pursuant to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available fundsmethodology set forth in this sentence. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. Within thirty (i30) If the days following receipt by Seller objects to the Buyer’s calculation of the Closing Date Net Working Capital, the Working Capital Increase or Statement, Seller shall either inform Buyer in writing that the Working Capital Decrease, as Statement is acceptable or deliver written notice (the case may be, “Notice of Disagreement”) to Buyer of any dispute Seller has with respect to the preparation or content of the Working Capital Statement or the resulting calculation Final Working Capital or Final Indebtedness Amount reflected therein. The Notice of Disagreement must describe in reasonable detail the item(s) contained in the Working Capital Statement that Seller disputes and the basis for any such disputes. If Seller does not notify Buyer of a dispute with respect to the Working Capital Statement within such thirty (30)-day period, such Working Capital Statement and the Final Working Capital and Final Indebtedness Amount reflected in the Working Capital Statement will be final, conclusive and binding on the parties. In the event a Notice of Disagreement is delivered to Buyer, Buyer and Seller shall negotiate in good faith to resolve such dispute. Any items so resolved shall be deemed to be final and correct as so resolved and shall be binding upon each of the Purchase Priceparties hereto. If Buyer and Seller, as notwithstanding such good faith effort, fail to resolve such dispute within fourteen (14) days after Seller advises Buyer of its objection(s), then Buyer and Seller jointly shall engage the Independent Accountant to resolve such dispute in accordance with the standards set forth in Section 1.6(b). Seller and Buyer shall use commercially reasonable efforts to cause the Closing Date Statement, then, Independent Accountant to render a written decision resolving the matters submitted to the Independent Accountant within thirty (30) days after the delivery to the Seller of the Closing Date Statement (the “Review Period”), the Seller shall deliver to the Buyer a written notice (a “Dispute Notice”) describing, in reasonable detail, the Seller’s objections to the Buyer’s calculation making of such submission. The scope of the amounts set forth disputes to be resolved by the Independent Accountant shall be limited to whether the item(s) in dispute that were properly included in the Closing Date Statement Notice of Disagreement were prepared in accordance with Applicable Accounting Principles and containing a statement setting forth the calculation of the Closing Date Net Working CapitalIndependent Accountant shall determine, on such basis, whether and to what extent, the Working Capital Increase or Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price, in each case, determined by the Seller to be correct and calculated pursuant to the Accounting Principles. If the Seller does not deliver a Dispute Notice to the Buyer during the Review Period, then the Buyer’s calculation of the amounts set forth in the Closing Date Statement shall be binding and conclusive on the Parties. (ii) If the Seller delivers a Dispute Notice, and if the Buyer and the Seller are unable to agree upon the calculation of the amounts set forth in the Closing Date Statement within fifteen (15) days after such Dispute Notice is delivered to the Buyer, then the Seller and the Buyer shall jointly engage the firm of Gxxxx Xxxxxxxx LLP (the “Arbitration Firm”) to resolve such dispute. Within five (5) days after the Arbitration Firm is appointed, the Buyer shall forward a copy of the Closing Date Statement to the Arbitration Firm, and the Seller shall forward a copy of the Dispute Notice to the Arbitration Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement and the Arbitration Firm shall Final Working Capital reflected therein require adjustment. The Independent Accountant is not to make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital or the Working Capital Estimate is correct. The Arbitration Firm Independent Accountant’s decision shall be based solely on written submissions by Seller and Buyer and their respective representatives and not by independent review. The Independent Accountant shall address only those item(s) in dispute and may not assign a value to any item greater than the greatest value for such item claimed by the Seller either party or the Buyer or less smaller than the smallest value for such item claimed by the Seller or the either party. Buyer and Seller shall be limited to share equally the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions fees and expenses of the Seller and the Buyer) based solely on presentations and supporting material provided Independent Accountant. All determinations made by the Parties and not pursuant to any independent review. In resolving such objectionsIndependent Accountant will be final, the Arbitration Firm shall apply the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts set forth in the Closing Date Statement. The Arbitration Firm shall deliver to the Seller and the Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Seller and the Buyer) of the disputed items submitted to the Arbitration Firm within thirty (30) days of receipt of such disputed items. The determination by the Arbitration Firm of the disputed amounts and the Purchase Price shall be conclusive and binding on the Parties, absent manifest error. The Arbitration Firm shall act as an expert and not an arbitrator. The fees and expenses of the Arbitration Firm for such determination shall be borne by the Seller, on the one hand, and the Buyer, on the other hand, in inverse proportion to the manner in which such Person prevails on the items resolved by the Arbitration Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute parties and shall not be computed by the Arbitration Firm at the time its determination of the items in subject to dispute is rendered. For example, should the items in dispute total in amount to one thousand dollars ($1,000.00) and the Arbitration Firm awards six hundred dollars ($600.00) in favor of the Seller’s position, sixty percent (60%) of the costs and expenses of the Arbitration Firm would be borne by the Buyer and forty percent (40%) would be borne by the Seller. The Purchase Price, as finally determined pursuant to this Section 2.05(c), shall be referred to herein as the “Final Purchase Priceor review.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Final Purchase Price, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available funds. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. (iA) If the Seller objects Sellers deliver a written notice to the Buyer’s calculation of Escrow Agent disputing such claim within the Closing Date Net Working Capitalthirty (30) calendar day period specified Section 1.3(a)(ii) above, the Working Capital Increase or Sellers and Buyer shall promptly attempt to agree upon their respective rights with respect to such dispute. If the Working Capital DecreaseSellers and Buyer so agree, as they shall both execute a certificate to the case may be, or Escrow Agent setting forth their agreement and the resulting calculation of amount to be distributed from the Purchase Price, as set forth Escrow Amount to Buyer with respect to such claim. The Escrow Agent shall be entitled to rely upon any such certificate and shall promptly make a cash payment (if any is provided for in such certificate) from the Closing Date Statement, then, Escrow Amount to Buyer in accordance with the terms thereof. (B) In the event that the Sellers and Buyer are unable to agree upon their respective rights and resolve any dispute within thirty (30) calendar days after of delivery of the delivery Sellers’ notice disputing a claim, the dispute may at any time thereafter be submitted by the Sellers or Buyer to the Seller exclusive jurisdiction of the Closing Date Statement (the “Review Period”), the Seller shall deliver to the Buyer a written notice (a “Dispute Notice”) describing, in reasonable detail, the Seller’s objections to the Buyer’s calculation federal courts of the amounts set forth in United States of America for the Closing Date Statement and containing a statement setting forth Western District of Texas or the calculation Eastern District of Virginia, or the state courts of the Closing Date Net Working Capital, State of Texas or the Working Capital Increase or Working Capital Decrease, as the case may be, Commonwealth of Virginia and the resulting calculation Parties agree not to commence any suit, action or proceeding relating thereto except in such courts. Each of the Purchase PriceParties agrees to waive the right to a trial by jury in any action or proceeding based upon, in each caseor related to, determined by the Seller to be correct and calculated pursuant to the Accounting Principlesthis Agreement. If the Seller does not deliver a Dispute Notice to the Buyer during the Review Period, then the Buyer’s calculation All costs of the amounts set forth in suit, action or proceeding (including the Closing Date Statement shall be binding and conclusive on the Parties. (ii) If the Seller delivers a Dispute Notice, and if the Buyer and the Seller are unable to agree upon the calculation of the amounts set forth in the Closing Date Statement within fifteen (15) days after such Dispute Notice is delivered to the Buyer, then the Seller and the Buyer shall jointly engage the firm of Gxxxx Xxxxxxxx LLP (the “Arbitration Firm”) to resolve such dispute. Within five (5) days after the Arbitration Firm is appointed, the Buyer shall forward a copy of the Closing Date Statement to the Arbitration Firm, and the Seller shall forward a copy of the Dispute Notice to the Arbitration Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement and the Arbitration Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Arbitration Firm shall not assign a value to any item greater than the greatest value for such item claimed by the Seller or the Buyer or less than the smallest value for such item claimed by the Seller or the Buyer and shall be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller and the Buyer) based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review. In resolving such objections, the Arbitration Firm shall apply the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts set forth in the Closing Date Statement. The Arbitration Firm shall deliver to the Seller and the Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Seller and the Buyer) of the disputed items submitted to the Arbitration Firm within thirty (30) days of receipt of such disputed items. The determination by the Arbitration Firm of the disputed amounts and the Purchase Price shall be conclusive and binding on the Parties, absent manifest error. The Arbitration Firm shall act as an expert and not an arbitrator. The fees and reasonable legal expenses of the Arbitration Firm for such determination all parties thereto) shall be borne by the SellerSellers and/or Buyer in the amounts determined by the court, on which shall base such determination upon the one handrelative merits of the respective positions of the Sellers and Buyer in such dispute. Following the final resolution of such dispute by the court (and expiration of appeal periods, and if any), Buyer (or the BuyerSellers, on if Buyer fails to do so after ten days written notice by the other hand, in inverse proportion Sellers) shall submit a copy of the court’s award or decision to the manner in which such Person prevails on the items resolved by the Arbitration FirmEscrow Agent, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute entitled to rely upon such copy and shall be computed by promptly make a cash payment (if any is provided for in such award) from the Arbitration Firm at the time its determination of the items in dispute is rendered. For example, should the items in dispute total in amount Escrow Amount to one thousand dollars ($1,000.00) and the Arbitration Firm awards six hundred dollars ($600.00) in favor of the Seller’s position, sixty percent (60%) of the costs and expenses of the Arbitration Firm would be borne by the Buyer and forty percent (40%) would be borne by the Seller. The Purchase Price, as finally determined pursuant to this Section 2.05(c), shall be referred to herein as the “Final Purchase Price.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Final Purchase Price, pay the or Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructionsterms thereof. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available funds. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. Within sixty (i60) If days following receipt by the Seller objects to the Buyer’s calculation Representative of the Closing Date Net Statement, the Representative shall deliver written notice to Parent of any dispute it has with respect to the preparation or content of the Closing Statement, which shall specifically describe the basis of the Representative’s dispute, determination and corresponding adjustments to the Final Working Capital, Final Cash, Final Company Debt and/or Final Selling Expenses (the Working Capital Increase or “Notice of Disagreement”). If the Working Capital DecreaseRepresentative does not timely deliver to Parent the Notice of Disagreement, as then the case may beClosing Statement will be final, or conclusive and binding on the resulting calculation parties hereto, absent manifest error. In the event the Notice of Disagreement is timely delivered to Parent, Parent and the Purchase PriceRepresentative shall, as for a period of fifteen (15) days thereafter, negotiate in good faith to resolve the disputes set forth in the Closing Date StatementNotice of Disagreement. If Parent and the Representative, thennotwithstanding such good faith effort, within thirty (30) days after the delivery fail to the Seller resolve all of the Closing Date Statement disputes set forth in the Notice of Disagreement during such fifteen (15)-day period, then Parent and the Representative jointly shall engage a mutually-agreed upon (which agreement shall not be unreasonably withheld) “big-four” accounting firm (the “Review PeriodAccounting Firm”) that does not regularly provide accounting services to either Parent or, as of the Agreement Date, the Company. As promptly as practicable thereafter (but in any event, within fifteen (15) days of engaging the Accounting Firm), Parent and the Seller Representative shall deliver each prepare and submit a presentation to the Buyer a written notice (a “Dispute Notice”) describingAccounting Firm, which will be instructed to determine the amounts in reasonable detail, dispute within no more than 45 days after such engagement. The Accounting Firm shall consider only those items and amounts in the SellerRepresentative’s objections and Parent’s respective calculations that are identified as being items and amounts to which the Representative and Parent have been unable to agree. The Accounting Firm shall act as an expert in accounting and not as an arbitrator. The determination by the Accounting Firm of the amounts in dispute shall be consistent with the requirements of this Agreement. Parent and the Representative shall make readily available to the Buyer’s calculation Accounting Firm upon reasonable notice all relevant books, records, work papers (including those of the parties’ respective accountants, to the extent permitted by such accountants) and personnel for the purpose of verifying the amounts set forth in the Closing Date Statement and containing a statement setting forth disputed in the calculation Notice of the Closing Date Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may be, Disagreement and the resulting calculation of the Purchase Price, in each case, determined all other items reasonably requested by the Seller Accounting Firm in connection therewith. The Accounting Firm shall have the opportunity to be correct present written questions to Parent and/or the Representative, a copy of which (and calculated pursuant to the Accounting Principles. If the Seller does not deliver a Dispute Notice to the Buyer during the Review Period, then the Buyer’s calculation of the amounts set forth in the Closing Date Statement shall be binding and conclusive on the Parties. (ii) If the Seller delivers a Dispute Notice, and if the Buyer and the Seller are unable to agree upon the calculation of the amounts set forth in the Closing Date Statement within fifteen (15) days after such Dispute Notice is delivered to the Buyer, then the Seller and the Buyer shall jointly engage the firm of Gxxxx Xxxxxxxx LLP (the “Arbitration Firm”) to resolve such dispute. Within five (5) days after the Arbitration Firm is appointed, the Buyer shall forward a copy of the Closing Date Statement responses to the Arbitration Firm, and the Seller shall forward a copy of the Dispute Notice to the Arbitration Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role which) shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement and the Arbitration Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Arbitration Firm shall not assign a value to any item greater than the greatest value for such item claimed by the Seller or the Buyer or less than the smallest value for such item claimed by the Seller or the Buyer and shall be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller and the Buyer) based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review. In resolving such objections, the Arbitration Firm shall apply the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts set forth in the Closing Date Statement. The Arbitration Firm shall deliver to the Seller and the Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Seller other. As soon as practicable thereafter, Parent and the Buyer) Representative will cause the Accounting Firm to choose one of the disputed items submitted to the Arbitration Firm within thirty (30) days parties’ positions. Each of receipt of such disputed items. The determination by the Arbitration Firm of the disputed amounts and the Purchase Price shall be conclusive and binding on the Parties, absent manifest error. The Arbitration Firm shall act as an expert and not an arbitrator. The fees and expenses of the Arbitration Firm for such determination shall be borne by the SellerParent, on the one hand, and the BuyerRepresentative (on behalf of the Sellers), on the other hand, in inverse proportion shall bear that percentage of the fees and expenses of the Accounting Firm equal to the manner in which such Person prevails on the items resolved proportion (expressed as a percentage and determined by the Arbitration Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values ) of the amounts in dispute and shall be computed by the Arbitration Firm at the time its determination dollar value of the items in dispute is rendered. For example, should the items in dispute total in amount to one thousand dollars ($1,000.00) and the Arbitration Firm awards six hundred dollars ($600.00) disputed amounts determined in favor of the Seller’s position, sixty percent (60%) of the costs and expenses of the Arbitration Firm would be borne other party by the Buyer and forty percent (40%) would be borne Accounting Firm. All determinations made by the Seller. The Purchase PriceAccounting Firm will be final, as finally determined pursuant to this Section 2.05(c)conclusive and binding on the parties, shall be referred to herein as the “Final Purchase Priceabsent manifest error.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Final Purchase Price, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available funds. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. (i) If the Seller objects to disagrees with the BuyerPurchaser’s calculation of the Closing Date Net Working Capital, the Working Capital Increase or the Working Capital Decrease, as the case may be, or the resulting calculation of the Purchase Price, as set forth in the Closing Date Statement, then, within thirty (30) days after the delivery delivered pursuant to the Seller of the Closing Date Statement (the “Review Period”Section 2.07(b), the Seller shall may, within 30 days after delivery of the documents referred to in Section 2.07(b) and any supporting materials requested by Seller pursuant to Section 2.07(e), deliver a notice to the Buyer a written notice (a “Dispute Notice”) describing, in reasonable detail, Purchaser disagreeing with that calculation and setting forth the Seller’s objections to the Buyer’s calculation of Closing Working Capital. Any such notice of disagreement shall specify those items or amounts as to which the Seller disagrees, and the Seller Parties will be deemed to have agreed with all other items and amounts set forth contained in the Closing Date Statement Balance Sheet and containing a statement setting forth the calculation of Closing Working Capital delivered pursuant to Section 2.07(b). If a notice of disagreement is delivered pursuant to this Section 2.07(c), the Purchaser and the Seller shall, during the 30 days following delivery of such notice of disagreement, work together in good faith to reach agreement on the disputed items or amounts in order to determine the amount of Closing Date Net Working Capital. If, during that period, the Working Capital Increase or Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price, in each case, determined by the Seller to be correct and calculated pursuant to the Accounting Principles. If the Seller does not deliver a Dispute Notice to the Buyer during the Review Period, then the Buyer’s calculation of the amounts set forth in the Closing Date Statement shall be binding and conclusive on the Parties. (ii) If the Seller delivers a Dispute Notice, and if the Buyer Purchaser and the Seller are unable to agree upon reach agreement, they shall promptly thereafter cause independent accountants of nationally recognized standing reasonably satisfactory to the calculation Purchaser and the Seller, promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Closing Working Capital. Each of the Seller Parties, the Purchaser and Parent shall submit an affidavit to the other evidencing no conflict with the contemplated independent accountant and the independent accountant shall so certify to the Seller Parties, the Purchaser and Parent that no conflicts exist. In making that calculation, the independent accountants shall consider only those items or amounts set forth in the Closing Date Statement within fifteen (15) days after such Dispute Notice is delivered Balance Sheet or the Purchaser’s calculation of Closing Working Capital as to the Buyer, then which the Seller and has disagreed. The independent accountant may not award the Buyer shall jointly engage parties in the firm of Gxxxx Xxxxxxxx LLP (aggregate more than the “Arbitration Firm”) to resolve such amount in dispute. Within five (5) days after the Arbitration Firm is appointed, the Buyer shall forward a copy of the Closing Date Statement to the Arbitration Firm, and the Seller shall forward a copy of the Dispute Notice to the Arbitration Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement and the Arbitration Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Arbitration Firm shall not assign a value to any item greater than the greatest value for such item claimed by the Seller or the Buyer or less than the smallest value for such item claimed by the Seller or the Buyer and shall be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller and the Buyer) based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review. In resolving such objections, the Arbitration Firm shall apply the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts set forth in the Closing Date Statement. The Arbitration Firm accountants shall deliver to the Seller Purchaser and the Buyer Seller, as promptly as practicable, and in any event within 90 days, a written determination (such determination to include a work sheet report setting forth all material calculations used in arriving at such determination their calculation of Closing Working Capital. The report shall be final and to be based solely on information provided to binding upon the Arbitration Firm by Purchaser and the Seller and the Buyer) Parties. The cost of the disputed items submitted to the Arbitration Firm within thirty (30) days of receipt of such disputed items. The determination by the Arbitration Firm of the disputed amounts independent accountants’ review and the Purchase Price shall be conclusive and binding on the Parties, absent manifest error. The Arbitration Firm shall act as an expert and not an arbitrator. The fees and expenses of the Arbitration Firm for such determination report shall be borne (i) by the Purchaser, if the difference between Final Closing Working Capital and the Purchaser’s calculation of Closing Working Capital delivered pursuant to Section 2.07(b) is greater than the difference between Final Closing Working Capital and the Seller’s calculation of Closing Working Capital delivered pursuant to this Section 2.07(c), (ii) by the Seller, on if the one hand, first such difference is less than the second such difference and the Buyer, on the other hand, in inverse proportion to the manner in which such Person prevails on the items resolved by the Arbitration Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be computed by the Arbitration Firm at the time its determination of the items in dispute is rendered. For example, should the items in dispute total in amount to one thousand dollars ($1,000.00) and the Arbitration Firm awards six hundred dollars ($600.00) in favor of the Seller’s position, sixty percent (60%) of the costs and expenses of the Arbitration Firm would be borne by the Buyer and forty percent (40%) would be borne by the Seller. The Purchase Price, as finally determined pursuant to this Section 2.05(c), shall be referred to herein as the “Final Purchase Price.” (iii) If if the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any first such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Final Purchase Price, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount difference is equal to the Purchase Price Decreasesecond such difference, and (x) if equally by the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer Purchaser and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available fundsSeller. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. Within thirty (i30) If days following receipt by the Seller objects Representative of the Working Capital Statement, the Seller Representative shall either inform Buyer in writing that the Working Capital Statement is acceptable or deliver written notice to Buyer of any dispute the Seller Representative has with respect to the Buyer’s Working Capital Statement, which written notice shall describe in reasonable detail the items contained in the Working Capital Statement that the Seller Representative disputes and the basis for any such disputes and his calculation of the Closing Date Net Working Capital, . If the Seller Representative does not notify Buyer of a dispute with respect to the Working Capital Increase or Statement within such thirty (30) day period, such Working Capital Statement and the Working Capital Decreaseshall be final, as conclusive and binding on the case may beparties. In the event of such notification of a dispute, or Buyer and the resulting calculation of Seller Representative shall negotiate in good faith to resolve such dispute. If Buyer and the Purchase PriceSeller Representative, as set forth in the Closing Date Statementnotwithstanding such good faith effort, then, fail to resolve such dispute within thirty (30) days after the delivery to Seller Representative advises Buyer of its objections, then the items raised in the Seller of the Closing Date Statement Representative’s dispute notice that remain in dispute (the “Review PeriodRemaining Disputed Items”) shall be submitted to BDO, or if BDO is unwilling or unable to serve in such capacity, such other accounting firm as shall be mutually agreed upon by the parties (such accountant, the “Settlement Accountant”), who, acting as an expert and not as an arbitrator, shall resolve the Seller Remaining Disputed Items. Prior to its engagement, the Settlement Accountant shall deliver agree in writing to resolve the Buyer a written notice (a “Dispute Notice”) describingRemaining Disputed Items, but no others, in reasonable detail, accordance with the Seller’s objections to the Buyer’s calculation provisions of this Section 2.3 and review of the amounts set forth in parties’ positions and thereby establish the Closing Date Statement and containing a statement setting forth the calculation of the Closing Date Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price, in each case, determined by the Seller to be correct and calculated pursuant to the Accounting Principles. If the Seller does not deliver a Dispute Notice to the Buyer during the Review Period, then the Buyer’s calculation of the amounts set forth in the Closing Date Statement shall be binding and conclusive on the Parties. (ii) If the Seller delivers a Dispute Notice, and if the Buyer and the Seller parties are unable to agree upon the calculation selection of the amounts set forth in the Closing Date Statement within fifteen (15) days after such Dispute Notice is delivered to the Buyer, then the Seller and the Buyer shall jointly engage the firm of Gxxxx Xxxxxxxx LLP (the “Arbitration Firm”) to resolve such dispute. Within five (5) days after the Arbitration Firm is appointed, the Buyer shall forward a copy of the Closing Date Statement to the Arbitration Firm, and the Seller shall forward a copy of the Dispute Notice to the Arbitration Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement and the Arbitration Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Arbitration Firm shall not assign a value to any item greater than the greatest value for such item claimed by the Seller or the Buyer or less than the smallest value for such item claimed by the Seller or the Buyer and shall be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller and the Buyer) based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review. In resolving such objections, the Arbitration Firm shall apply the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts set forth in the Closing Date Statement. The Arbitration Firm shall deliver to the Seller and the Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Seller and the Buyer) of the disputed items submitted to the Arbitration Firm within thirty (30) days of receipt of such disputed items. The determination by the Arbitration Firm of the disputed amounts and the Purchase Price shall be conclusive and binding on the Parties, absent manifest error. The Arbitration Firm shall act as an expert and not an arbitrator. The fees and expenses of the Arbitration Firm for such determination shall be borne by the Seller, on the one hand, and the Buyer, on the other hand, in inverse proportion to the manner in which such Person prevails on the items resolved by the Arbitration Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be computed by the Arbitration Firm at the time its determination of the items in dispute is rendered. For example, should the items in dispute total in amount to one thousand dollars ($1,000.00) and the Arbitration Firm awards six hundred dollars ($600.00) in favor of the Seller’s position, sixty percent (60%) of the costs and expenses of the Arbitration Firm would be borne by the Buyer and forty percent (40%) would be borne by the Seller. The Purchase Price, as finally determined pursuant to this Section 2.05(c), shall be referred to herein as the “Final Purchase Price.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, Settlement Accountant within five (5) Business Days after expiration of such thirty (30) day period, the Settlement Accountant shall be appointed by the American Arbitration Association. The Settlement Accountant shall make such determination within forty-five (45) days following the final determination submission of the Final Purchase Pricematter to the Settlement Accountant for resolution, pay and such determination shall be final, conclusive and binding on the Seller parties absent fraud or arithmetic error. In the Purchase Price Increaseevent any dispute is submitted to the Settlement Accountant for resolution as provided in this Section 2.3(b), the fees, charges and expenses of the Settlement Accountant shall be paid (i) one-half by wire transfer of immediately available funds in accordance with the Wire Instructions Company and the Buyer Stockholders, jointly and the Seller shall jointly instruct the Escrow Agent to release to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decreaseseverally, and (xii) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the one-half by Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available funds. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. (i) If the Seller objects to the Buyer’s calculation of the Closing Date Net Working Capital, the Working Capital Increase or the Working Capital Decrease, as the case may be, or the resulting calculation of the Purchase Price, as set forth in the Closing Date Statement, then, within thirty (30) Within 30 days after the delivery to the following receipt by Seller of the Closing Date Statement (the “Review Period”)Statement, the Seller shall deliver written notice to Buyer of any dispute it has with respect to the preparation or content of the Closing Statement. If Seller does not notify Buyer of a written notice (a “Dispute Notice”) describingdispute with respect to the Closing Statement within such 30-day period, or if Seller otherwise earlier notifies Buyer in reasonable detail, writing that the Seller’s Seller has no disputes or objections to the Buyer’s calculation Closing Statement, then such Closing Statement will be final, conclusive and binding on the parties. In the event of the amounts set forth such notification of a dispute, Buyer and Seller shall negotiate in the Closing Date Statement and containing a statement setting forth the calculation of the Closing Date Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price, in each case, determined by the Seller good faith to be correct and calculated pursuant to the Accounting Principlesresolve such dispute. If the Buyer and Seller, notwithstanding such good faith effort, fail to resolve such dispute within 15 days after Seller does not deliver a Dispute Notice to the advises Buyer during the Review Periodof Seller’s objections, then the Buyer’s calculation of the amounts set forth in the Closing Date Statement shall be binding and conclusive on the Parties. (ii) If the Seller delivers a Dispute Notice, and if the Buyer and the Seller are unable jointly shall engage and submit to agree upon the calculation of the amounts set forth in the Closing Date Statement within fifteen (15) days after such Dispute Notice is delivered to the Buyer, then the Seller and the Buyer shall jointly engage the firm of Gxxxx Xxxxxxxx Deloitte & Touche LLP (the “Arbitration Firm”) any items that remain in dispute with respect to the notice of dispute (the “Unresolved Disputed Items”). The parties acknowledge and agree that the Federal Rules of Evidence Rule 408 shall apply to Buyer and Seller during such 15-day period of negotiations and any subsequent dispute arising therefrom. If the Seller and Buyer resolve some or all of such dispute. Within five items that are the subject of such dispute within the foregoing time period (5) days after the Arbitration Firm is appointeddisputed items so resolved during such period, the “Resolved Items”) they will document their resolution in a writing signed by each of them, and such Resolved Items will be final, conclusive and binding on the parties. As promptly as practicable thereafter, Buyer and Seller shall forward each prepare and submit a copy of the Closing Date Statement presentation to the Arbitration Firm. Buyer and Seller will use their respective reasonable best efforts to cause the Arbitration Firm to resolve the dispute with respect to the Unresolved Disputed Items as soon as practicable thereafter, but in any event within 30 days after the date on which the Arbitration Firm receives the presentations by Buyer and Seller. For the Seller shall forward a copy avoidance of doubt, the Dispute Notice Arbitration Firm may look to and resolve only such Unresolved Disputed Items as were submitted to the Arbitration Firm, together with, in each case, all relevant supporting documentationFirm for resolution and no other items. The Arbitration Firm’s role There shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement no ex parte communications between any party (or its Representatives) and the Arbitration Firm shall not make Firm. In resolving any other determinationdisputed item, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Arbitration Firm shall may not assign a value to any item greater than the greatest value for such item claimed by the Buyer or Seller or the Buyer or less than the smallest value for such item claimed by the Seller Buyer or the Seller, in each case, in the presentations by Buyer and shall be limited to the selection Seller. The costs of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller and the Buyer) based solely on presentations and supporting material provided by the Parties and not any dispute resolution pursuant to any independent review. In resolving such objectionsthis Section, including the Arbitration Firm shall apply the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts set forth in the Closing Date Statement. The Arbitration Firm shall deliver to the Seller and the Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Seller and the Buyer) of the disputed items submitted to the Arbitration Firm within thirty (30) days of receipt of such disputed items. The determination by the Arbitration Firm of the disputed amounts and the Purchase Price shall be conclusive and binding on the Parties, absent manifest error. The Arbitration Firm shall act as an expert and not an arbitrator. The fees and expenses of the Arbitration Firm for such and of any enforcement of the determination thereof, shall be borne by the Seller, on the one hand, Seller and the Buyer, on the other hand, Buyer in inverse proportion to the manner in which such Person prevails as they may prevail on the items matters resolved by the Arbitration Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be computed determined by the Arbitration Firm at the time its the determination of such firm is rendered on the items in dispute is renderedmerits of the matters submitted. For exampleAbsent fraud, should the items in dispute total in amount to one thousand dollars ($1,000.00) and all determinations made by the Arbitration Firm awards six hundred dollars ($600.00) in favor of will be final, conclusive and binding on the Seller’s position, sixty percent (60%) of the costs and expenses of the Arbitration Firm would be borne by the Buyer and forty percent (40%) would be borne by the Seller. The Purchase Price, as finally determined pursuant to this Section 2.05(c), shall be referred to herein as the “Final Purchase Priceparties.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Final Purchase Price, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available funds. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. (i) If the The Seller objects to the Buyer’s calculation of the Closing Date Net Working Capital, the Working Capital Increase or the Working Capital Decrease, as the case may be, or the resulting calculation of the Purchase Price, as set forth in the Closing Date Statement, then, within shall have thirty (30) calendar days after the delivery to the Seller following receipt of the Closing Date Adjustment Statement (the “Review Period”), the Seller shall to deliver to the Buyer Purchaser a written notice (a an “Adjustment Dispute Notice”) describingthat the Seller disputes the Purchaser’s calculation of any of the amounts set forth therein, which Adjustment Dispute Notice shall set forth in reasonable detaildetail the basis for each element of such dispute. If the Seller does not deliver an Adjustment Dispute Notice on or before the expiration of such thirty-day (30-day) period (or if the Seller notifies the Purchaser in writing that there is no such dispute), the Seller’s objections calculations prepared by the Purchaser shall be deemed to be final, binding and conclusive. In the Buyer’s calculation event the Seller delivers an Adjustment Dispute Notice with respect to only certain of the amounts set forth in the Closing Date Adjustment Statement but not others, then any undisputed amount shall be deemed to be final, binding and containing a statement setting forth conclusive. In the calculation of the Closing Date Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price, in each case, determined by event the Seller to be correct and calculated pursuant to the Accounting Principles. If the Seller does not deliver a delivers an Adjustment Dispute Notice to the Buyer during the Review Period, then the Buyer’s calculation of the amounts set forth in the Closing Date Statement shall be binding and conclusive on the Parties. (ii) If the Seller delivers a Dispute Notice, and if the Buyer and the Seller are unable to agree upon the calculation of the amounts set forth in the Closing Date Statement within fifteen (15) days after such Dispute Notice is delivered to the BuyerPurchaser, then the Seller and the Buyer Purchaser shall jointly engage cooperate in good faith for a period of thirty (30) calendar days commencing the firm date of Gxxxx Xxxxxxxx LLP (delivery of the “Arbitration Firm”) Adjustment Dispute Notice to resolve any such disputedispute as promptly as possible. Within five During such thirty-day (530-day) days after the Arbitration Firm is appointedperiod, the Buyer Purchaser shall forward a copy provide the Seller reasonable access to the Purchaser’s and the Group Companies’ personnel, properties, Contracts, documents, books, records, files and other data (including Tax Returns) relevant to the calculation of the Closing Date Statement Adjustment Amount (subject to the Arbitration Firm, execution of customary work paper access letters if requested). In the event that (i) there is no disagreement with respect to the Adjustment Amount or (ii) the Purchaser and the Seller shall forward a copy are able to resolve any disagreements on or before the thirtieth (30th) calendar day following the delivery of the such Adjustment Dispute Notice to the Arbitration FirmNotice, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement and the Arbitration Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Arbitration Firm shall not assign a value to any item greater than the greatest value for such item claimed by the Seller or the Buyer or less than the smallest value for such item claimed by the Seller or the Buyer and shall be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller and the Buyer) based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review. In resolving such objections, the Arbitration Firm shall apply the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts set forth in the Closing Date Statement. The Arbitration Firm shall deliver to the Seller and the Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Seller and the Buyer) of the disputed items submitted to the Arbitration Firm within thirty (30) days of receipt of such disputed items. The determination by the Arbitration Firm of the disputed amounts and the Purchase Price shall be conclusive and binding on the Parties, absent manifest error. The Arbitration Firm shall act as an expert and not an arbitrator. The fees and expenses of the Arbitration Firm for such determination shall be borne by the Seller, on the one hand, and the Buyer, on the other hand, in inverse proportion to the manner in which such Person prevails on the items resolved by the Arbitration Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be computed by the Arbitration Firm at the time its determination of the items in dispute is rendered. For example, should the items in dispute total in amount to one thousand dollars ($1,000.00) and the Arbitration Firm awards six hundred dollars ($600.00) in favor of the Seller’s position, sixty percent (60%) of the costs and expenses of the Arbitration Firm would be borne by the Buyer and forty percent (40%) would be borne by the Seller. The Purchase Price, as finally determined pursuant to this Section 2.05(c), shall be referred to herein as the “Final Purchase Price.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer Purchaser shall, within five no later than two (52) Business Days following after the final determination of date on which the Final Purchase PriceAdjustment Amount has been determined, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release all or a part of the Escrow Amount to the Seller or the Purchaser, as appropriate pursuant to Section 2.2(h). In the event that the Purchaser and the Seller are unable to resolve all amounts then held in such disagreements on or before the Adjustment Escrow Account in accordance with thirtieth (30th) calendar day following the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount delivery of such excessAdjustment Dispute Notice, the “Purchase Price Decrease”), then the Buyer Purchaser and the Seller shall jointly instruct retain the Escrow Agent Accountants to release resolve all such disagreements. The Accountants (i) may only resolve disagreements as to matters covered by the Adjustment Dispute Notice (which disagreements shall refer to the Buyer from specific the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and line items set out in Schedule 2.2(b)); (ii) shall base their determination solely on (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer written submissions of the Purchase Price Decrease), or parties and shall not conduct an independent investigation and (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount Accounting Policies; and (iii) shall not assign any value with respect to a disputed amount that is greater than the highest value for such amount claimed by either the Seller or the Purchaser or that is less than the lowest value for such amount claimed by either the Seller or the Purchaser. The Accountants shall be instructed to render a determination as soon as reasonably possible (which the parties hereto agree should not be later than thirty (30) calendar days following the day on which the disagreement is referred to the Accountants). The Accountants shall conduct the determination activities in a manner wherein (x) each of the Seller and the Purchaser promptly provide their assertions regarding the Adjustment Amount to the Accountants and to each other, substantially simultaneously and (y) all materials submitted are held in confidence and shall not be disclosed to any third parties. The determination by the Accountants shall be final, binding and conclusive on both the Seller and the Purchaser (the amount of such excess, an “Escrow DeficitAccountants Ruling”), then . The parties agree that judgment may be entered upon the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to Accountants in any court having jurisdiction over the party against which such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) determination is to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available fundsenforced. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. (i) If Seller delivers a Closing Balance Sheet Dispute Notice to Purchaser, Purchaser and Seller shall attempt to reconcile the Seller objects to the Buyer’s calculation of the Closing Date Net Working Capital, the Working Capital Increase or the Working Capital Decrease, as the case may be, or the resulting calculation of the Purchase Price, as parties’ differences set forth in the Closing Date StatementBalance Sheet Dispute Notice, thenand any resolution by them as to any disputed amounts set forth in the Closing Balance Sheet Dispute Notice shall be final, binding and conclusive on the parties for all purposes of determining the purchase prices and the payments required pursuant to this Section 1.4. If Purchaser and Seller are unable to reach a resolution within thirty (30) days after the delivery to the Seller of the Closing Date Statement (the “Review Period”)Balance Sheet Dispute Notice, the Purchaser and Seller shall deliver to submit their respective determinations and calculations and the Buyer a written notice (a “Dispute Notice”) describing, in reasonable detail, the Seller’s objections to the Buyer’s calculation of the amounts items set forth in the Closing Date Statement Balance Sheet Dispute Notice remaining in dispute for resolution to PricewaterhouseCoopers Aarata or another independent accounting firm of international reputation mutually acceptable to Purchaser and containing Seller (the “Independent Accounting Firm”). The parties shall cause the Independent Accounting Firm to submit a statement setting forth the calculation report to Purchaser and Seller with a determination regarding such remaining disputed items, within thirty (30) days after submission of the Closing Date Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may bematter, and the resulting calculation of the Purchase Price, in each case, determined by the Seller to be correct and calculated pursuant to the Accounting Principles. If the Seller does not deliver a Dispute Notice to the Buyer during the Review Period, then the Buyer’s calculation of the amounts set forth in the Closing Date Statement such report shall be final, binding and conclusive on the Parties. (ii) If the Seller delivers a Dispute Notice, Purchaser and if the Buyer and the Seller are unable to agree upon the calculation of the amounts set forth Seller. In resolving any matters in the Closing Date Statement within fifteen (15) days after such Dispute Notice is delivered to the Buyer, then the Seller and the Buyer shall jointly engage the firm of Gxxxx Xxxxxxxx LLP (the “Arbitration Firm”) to resolve such dispute. Within five (5) days after the Arbitration Firm is appointed, the Buyer shall forward a copy of the Closing Date Statement to the Arbitration Firm, and the Seller shall forward a copy of the Dispute Notice to the Arbitration Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on Independent Accounting Firm may only the disputed portions of the Closing Date Statement and the Arbitration Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Arbitration Firm shall not assign a value to any item greater than in dispute within the range of the greatest value for such item claimed by the Seller or the Buyer or less than and the smallest value for such item claimed matters assigned by the Seller Purchaser or the Buyer and shall Seller. The Independent Accounting Firm’s determination will be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller and the Buyer) based solely on presentations by Purchaser, Seller and supporting material provided by their respective advisors and the Parties responses of Purchaser, Seller and their respective advisors to questions to the Independent Accounting Firm in connection with such review, and shall not pursuant to any involve the Independent Accounting Firm’s independent review. In resolving such objectionsThe fees, the Arbitration Firm shall apply the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts set forth in the Closing Date Statement. The Arbitration Firm shall deliver to the Seller and the Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Seller and the Buyer) of the disputed items submitted to the Arbitration Firm within thirty (30) days of receipt of such disputed items. The determination by the Arbitration Firm of the disputed amounts and the Purchase Price shall be conclusive and binding on the Parties, absent manifest error. The Arbitration Firm shall act as an expert and not an arbitrator. The fees and expenses of the Arbitration Firm for such determination shall be borne by the Seller, on the one hand, and the Buyer, on the other hand, in inverse proportion to the manner in which such Person prevails on the items resolved by the Arbitration Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be computed by the Arbitration Firm at the time its determination of the items in dispute is rendered. For example, should the items in dispute total in amount to one thousand dollars ($1,000.00) and the Arbitration Firm awards six hundred dollars ($600.00) in favor of the Seller’s position, sixty percent (60%) of the costs and expenses of the Arbitration Independent Accounting Firm would in resolving the remaining disputed items shall be borne equally by the Buyer Purchaser and forty percent (40%) would be borne by the Seller. The Purchase Price, as finally determined pursuant to this Section 2.05(c), shall be referred to herein as the “Final Purchase Price.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Final Purchase Price, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available funds. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. (i) If the Seller objects Sellers’ Representative elects to dispute the Buyer’s calculation of the Closing Date Net Working Capital, the Working Capital Increase or the Working Capital Decrease, as the case may be, or the resulting calculation of the Purchase Price, as Excess Returns Amount set forth in the Closing Date StatementExcess Returns Notice, thenin whole or in part, within thirty (30) days after the delivery to the Seller of the Closing Date Statement (the “Review Period”), the Seller then Sellers’ Representative shall deliver provide a written notice to the Buyer a written notice within 10 Business Days of delivery by the Buyer of the Excess Returns Notice, which shall specify the estimated amount thereof in dispute and set forth in reasonable detail the basis of its objections thereto (a “Returns Dispute Notice”) describing, in reasonable detail). Promptly following receipt by the Buyer of any Returns Dispute Notice from the Sellers’ Representative, the Seller’s objections Buyer and the Sellers’ Representative shall attempt to the Buyer’s calculation of the amounts set forth in the Closing Date Statement and containing a statement setting forth the calculation of the Closing Date Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may bereconcile their differences, and the resulting calculation of the Purchase Price, in each case, determined any resolution by the Seller them as to be correct and calculated pursuant to the Accounting Principles. If the Seller does not deliver a Dispute Notice to the Buyer during the Review Period, then the Buyer’s calculation of the any disputed amounts set forth in the Closing Date Statement shall be final, binding and conclusive on the Parties. (ii) parties hereto. If the Seller delivers Sellers’ Representative and the Buyer are unable to reach a resolution with such effect within 20 Business Days after the receipt by the Buyer of the Returns Dispute Notice, and if the Buyer and the Seller are unable to agree upon the calculation of the amounts set forth in the Closing Date Statement within fifteen (15) days after such Dispute Notice is delivered to the Buyer, then the Seller Sellers’ Representative and the Buyer shall jointly engage submit the firm of Gxxxx Xxxxxxxx LLP (items remaining in dispute for resolution to the “Arbitration Independent Accounting Firm”) , which shall, within 30 Business Days after such submission, determine and report to resolve such dispute. Within five (5) days after the Arbitration Firm is appointed, Sellers’ Representative and the Buyer shall forward a copy of the Closing Date Statement to the Arbitration Firmupon such remaining disputed items, and the Seller shall forward a copy of the Dispute Notice to the Arbitration Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role such report shall be limited to resolving such objections final, binding and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement and the Arbitration Firm shall not make any other determination, including any determination as to whether any other items conclusive on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Arbitration Firm shall not assign a value to any item greater than the greatest value for such item claimed by the Seller or the Buyer or less than the smallest value for such item claimed by the Seller or the Buyer and shall be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller Sellers and the Buyer) based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review. In resolving such objections, the Arbitration Firm shall apply the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts set forth in the Closing Date Statement. The Arbitration Firm shall deliver to the Seller and the Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Seller and the Buyer) of the disputed items submitted to the Arbitration Firm within thirty (30) days of receipt of such disputed items. The determination by the Arbitration Firm of the disputed amounts and the Purchase Price shall be conclusive and binding on the Parties, absent manifest error. The Arbitration Firm shall act as an expert and not an arbitrator. The fees and expenses disbursements of any accounting firm retained by the Arbitration Firm for such determination Sellers’ Representative or the Buyer to assist it in any dispute regarding the Excess Returns Notice and the Independent Accounting Firm, if any, shall be borne by the Seller, on the one hand, and the Buyer, on the other hand, in inverse proportion to the manner in which such Person prevails on the items resolved by the Arbitration Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be computed by the Arbitration Firm at the time its determination of the items in dispute is rendered. For example, should the items in dispute total in amount to one thousand dollars ($1,000.00) and the Arbitration Firm awards six hundred dollars ($600.00) in favor of the Seller’s position, sixty percent (60%) of the costs and expenses of the Arbitration Firm would be borne by either the Buyer and forty percent (40%) would be borne by or Cxxxxx in the Seller. The Purchase Price, as finally determined pursuant to this Section 2.05(c), shall be referred to herein as the “Final Purchase Price.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then event that either the Buyer shallor the Sellers’ Representative, within five (5) Business Days following the final determination of the Final Purchase Pricerespectively, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller all amounts then held does not prevail in the Adjustment Escrow Account in accordance with dispute (including the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, Company in the event that the Buyer elects is such non-prevailing party); provided, however that if the Sellers’ Representative is not the prevailing party, Cxxxxx shall not be entitled to have all or a portion reimbursement from any Seller for such fees and disbursements under this Section 1.05(b) in excess of any amount of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available funds. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, actually received by wire transfer of immediately available funds in accordance with the Wire Instructionssuch Seller.

Dispute. Within forty-five (i45) If days following Seller’s receipt of the Final Net Working Capital Obligations Statement, Seller objects shall deliver written notice to Buyer of any dispute Seller has with respect to the Buyer’s calculation preparation or content of the Closing Date Final Net Working Capital, Capital Obligations Statement. Such notice must describe in reasonable detail the items contained in the Final Net Working Capital Increase or Obligations Statement that Seller disputes and the basis for any such dispute. If Seller does not notify Buyer of a dispute with respect to the Final Net Working Capital DecreaseObligations Statement within such forty-five (45-) day period, as such Final Net Working Capital Obligations Statement will be final, conclusive and binding on the case may beparties. In the event of a notification of a dispute by Seller, or the resulting calculation of the Purchase Price, as set forth Buyer and Seller shall negotiate in the Closing Date Statement, then, good faith to resolve such dispute. If Buyer and Seller fail to resolve such dispute within thirty (30) days after the delivery to the Seller advises Buyer of the Closing Date Statement (the “Review Period”), the Seller shall deliver to the Buyer a written notice (a “Dispute Notice”) describing, in reasonable detail, the Seller’s objections to the Buyer’s calculation of the amounts set forth in the Closing Date Statement and containing a statement setting forth the calculation of the Closing Date Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price, in each case, determined by the Seller to be correct and calculated pursuant to the Accounting Principles. If the Seller does not deliver a Dispute Notice to the Buyer during the Review Periodits objections, then the Buyer’s calculation of the amounts set forth in the Closing Date Statement shall be binding and conclusive on the Parties. (ii) If the Seller delivers a Dispute Notice, and if the Buyer and the Seller are unable to agree upon the calculation of the amounts set forth in the Closing Date Statement within fifteen (15) days after such Dispute Notice is delivered to the Buyer, then the Seller and the Buyer jointly shall jointly engage the firm of Gxxxx Xxxxxxxx LLP (the “Arbitration Firm”) Independent Accountants to resolve such dispute. Within five (5) days after the Arbitration Firm is appointed, the Buyer The Independent Accountants shall forward a copy of the Closing Date Statement to the Arbitration Firm, only consider those items and the Seller shall forward a copy of the Dispute Notice to the Arbitration Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement and the Arbitration Firm shall not make any other determination, including any determination as to whether any other items amounts set forth on the Closing Date Statement are correct or whether the Target Final Net Working Capital is correctObligations Statement as to which Buyer and Seller have disagreed within the time period specified above and must resolve the matter in accordance with the terms and provisions of this Agreement. The Arbitration Firm shall not assign a value to any item greater than Upon the greatest value for such item claimed by the agreement of Buyer and Seller or the Buyer or less than the smallest value for such item claimed by the Seller or the Buyer and shall be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions decision of the Seller and the Buyer) based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review. In resolving such objectionsIndependent Accountants, the Arbitration Firm shall apply the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts set forth in the Closing Date Statement. The Arbitration Firm shall deliver to the Seller and the Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to Final Net Working Capital Obligations Statement will be based solely on information provided to the Arbitration Firm by the Seller and the Buyer) of the disputed items submitted to the Arbitration Firm within thirty (30) days of receipt of such disputed items. The determination by the Arbitration Firm of the disputed amounts and the Purchase Price shall be final, conclusive and binding on the Parties, absent manifest errorparties. The Arbitration Firm shall act as an expert fees, expenses and not an arbitrator. The fees and expenses costs of the Arbitration Firm for such determination Independent Accountants shall be borne by Seller and the SellerShareholders, on the one hand, and the by Buyer, on the other hand, in inverse proportion to the manner in which such Person prevails as they may prevail on the items matters resolved by the Arbitration FirmIndependent Accountants, which proportionate allocation shall will also be calculated on an aggregate basis based on determined by the relative dollar values Independent Accountants and be included in the final decision of the amounts in dispute and shall be computed by the Arbitration Firm at the time its Independent Accountants. The determination of the items in dispute is rendered. For exampleIndependent Accountants, should the items in dispute total in amount to one thousand dollars ($1,000.00) and the Arbitration Firm awards six hundred dollars ($600.00) in favor of the Seller’s position, sixty percent (60%) of the costs and expenses of the Arbitration Firm would be borne by the Buyer and forty percent (40%) would be borne by the Seller. The Purchase Price, as finally determined pursuant to this Section 2.05(c)absent fraud, shall be referred deemed a final arbitration award that is binding on each of Buyer, Seller and the Shareholder, and no party shall seek further recourse to herein as the “Final Purchase Price.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excesscourts, the “Purchase Price Increase”)other tribunals or otherwise, then the Buyer shall, within five (5) Business Days following other than to enforce to the final determination decision of the Final Purchase Price, pay Independent Accountants. Judgment may be entered to enforce the Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer final decision of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, Independent Accountants in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available fundsany court having proper jurisdiction. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. (i) If the Seller objects to the Buyer’s calculation of the Closing Date Net Working Capital, the Working Capital Increase or the Working Capital Decrease, as the case may be, or the resulting calculation of the Purchase Price, as set forth in the Closing Date Statement, then, within Within thirty (30) days after the delivery to the following receipt by Seller of the applicable Post-Closing Date Statement Statement, Seller shall Deliver written notice to Parent of any dispute Seller has with respect to Parent’s calculation of the applicable Interim Period Management Fees (the “Review Period”), the Seller shall deliver to the Buyer a written notice (a “Dispute Notice”). If Seller does not Deliver a Dispute Notice within such thirty (30) describingday period, in reasonable detail, the SellerParent’s objections to the Buyer’s calculation determination of the amounts such Interim Period Management Fees as set forth in such Post-Closing Statement will be final, conclusive and binding on the Closing Date Statement and containing a statement setting forth Parties. In the calculation of the Closing Date Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price, in each case, determined by the Seller to be correct and calculated pursuant to the Accounting Principles. If the event Seller does not deliver timely Deliver a Dispute Notice with respect to the Buyer during the Review Periodsuch Post-Closing Statement, then the Buyer’s calculation of the amounts set forth Parent and Seller shall negotiate in the Closing Date Statement shall be binding good faith to resolve such dispute. If Parent and conclusive on the Parties. (ii) If the Seller delivers a Dispute NoticeSeller, and if the Buyer and the Seller are unable notwithstanding such good faith effort, fail to agree upon the calculation of the amounts set forth in the Closing Date Statement resolve such dispute within fifteen (15) days after such the date of the applicable Dispute Notice is delivered Notice, then either Parent or Seller may provide written notice to the Buyerother that it elects to submit the disputed items to a mutually agreeable, then nationally recognized accounting firm who shall be independent of Seller, Parent and their respective Affiliates, it being agreed that either PricewaterhouseCoopers LLP or Deloitte LLP shall be mutually agreeable so long as such firm remains independent of the Seller and the Buyer shall jointly engage the firm of Gxxxx Xxxxxxxx LLP Parties (the “Arbitration Firm”) to resolve such dispute. Within five (5) days after the Arbitration Firm is appointed, the Buyer shall forward a copy of the Closing Date Statement to the Arbitration Firm, and the Seller shall forward a copy of the Dispute Notice to the Arbitration Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement and the Arbitration Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct). The Arbitration Firm shall will promptly review only those items and amounts (and may not assign a value to any item greater than the greatest value for such item claimed by the either Parent or Seller or the Buyer or less smaller than the smallest value for such item claimed by the Seller either Parent or the Buyer and shall be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller and the Buyer) based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review. In resolving such objections, the Arbitration Firm shall apply the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts specifically set forth and objected to in such Dispute Notice and resolve the Closing Date Statement. The Arbitration Firm shall deliver dispute with respect to the Seller each such specific item and the Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Seller and the Buyer) of the disputed items submitted to the Arbitration Firm within thirty (30) days of receipt of such disputed items. The determination by the Arbitration Firm of the disputed amounts and the Purchase Price shall be conclusive and binding on the Parties, absent manifest error. The Arbitration Firm shall act as an expert and not an arbitratoramount. The fees and expenses of the Arbitration Firm for such determination shall will be borne equally by the Parent and Seller, on the one hand, and the Buyer, on the other hand, in inverse proportion to the manner in which such Person prevails on the items resolved by the Arbitration Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be computed by or as the Arbitration Firm at the time its determination of the items in dispute is renderedshall otherwise determine. For example, should the items in dispute total in amount to one thousand dollars ($1,000.00) and the Arbitration Firm awards six hundred dollars ($600.00) in favor of the Seller’s position, sixty percent (60%) of the costs and expenses The decision of the Arbitration Firm would with respect to such Interim Period Management Fees, and the allocation of costs discussed in the prior sentence, will be borne by final, conclusive and binding on the Buyer and forty percent (40%) would be borne by the SellerParties. The Purchase Price, as finally determined pursuant to this Section 2.05(c), Arbitration Firm’s decision shall be referred based solely on written submissions by Parent and Seller and their respective representatives and not by independent review. The Arbitration Firm shall not hold any hearings, hear any oral testimony or otherwise seek or require any other evidence. Subject to herein as the “Final Purchase Price.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount foregoing, each of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Final Purchase Price, pay the Parent and Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance agrees to use its commercially reasonable efforts to cooperate with the Wire Instructions Arbitration Firm and to cause the Buyer and the Seller shall jointly instruct the Escrow Agent Arbitration Firm to release to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructionsresolve any dispute no later than thirty (30) days after its engagement. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available funds. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. No later than forty-five (i45) If days following receipt by the Seller objects to the Buyer’s calculation Representative of the Closing Date Net Working CapitalStatement, the Working Capital Increase or the Working Capital Decrease, as the case may be, or the resulting calculation Seller Representative shall deliver written notice to Buyer of the Purchase Price, as any dispute it has with respect to calculations set forth in the Closing Date Statement, thendescribing in reasonable detail the reasons for such dispute by specifying those items or amounts as to which the Seller Representative disagrees, together with the Seller Representative’s determination of such disputed items and amounts (the “Dispute Claim”). If the Seller Representative does not deliver a Dispute Claim within such forty-five (45)-day period (or, if the Seller Representative notifies Buyer prior to such forty-fifth (45th) day that it does not dispute the Closing Statement, on such date), then such Closing Statement shall be final, conclusive and binding on the Parties. In the event of a Dispute Claim, Buyer and the Seller Representative shall negotiate in good faith to resolve such dispute. If Buyer and the Seller Representative, notwithstanding such good faith effort, fail to resolve such dispute within twenty (20) days after delivery of the Dispute Claim (the “Resolution Period”), then Buyer and the Seller Representative jointly shall select and engage a nationally recognized independent certified public accounting firm that (i) is not the independent auditor of the Company, Buyer or any of the Sellers (as applicable) and (ii) is determined, to the reasonable satisfaction of Buyer and the Seller Representative, to be sufficiently independent and impartial after review by such parties of the results of the customary internal conflicts check conducted by such accounting firm (the “Independent Accounting Firm”) to resolve only such disputed items still in dispute; provided, however, that if the Seller Representative and Buyer are unable to select such accounting firm within thirty (30) days after the delivery to end of the Resolution Period, either Buyer or the Seller of Representative may request that the Closing Date Statement American Arbitration Association appoint, within twenty (the “Review Period”), the Seller shall deliver to the Buyer a written notice (a “Dispute Notice”) describing, in reasonable detail, the Seller’s objections to the Buyer’s calculation of the amounts set forth in the Closing Date Statement and containing a statement setting forth the calculation of the Closing Date Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price, in each case, determined by the Seller to be correct and calculated pursuant to the Accounting Principles. If the Seller does not deliver a Dispute Notice to the Buyer during the Review Period, then the Buyer’s calculation of the amounts set forth in the Closing Date Statement shall be binding and conclusive on the Parties. (ii) If the Seller delivers a Dispute Notice, and if the Buyer and the Seller are unable to agree upon the calculation of the amounts set forth in the Closing Date Statement within fifteen (15) days after such Dispute Notice is delivered to the Buyer, then the Seller and the Buyer shall jointly engage the firm of Gxxxx Xxxxxxxx LLP (the “Arbitration Firm”) to resolve such dispute. Within five (520) days after the Arbitration Firm is appointeddate of such request, a nationally recognized, independent and impartial accounting firm, with significant arbitration experience related to purchase price adjustment disputes, to act as the Buyer shall forward a copy of the Closing Date Statement to the Arbitration Independent Accounting Firm. As promptly as practicable thereafter, and the Seller shall forward a copy of the Dispute Notice to the Arbitration Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement and the Arbitration Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Arbitration Firm shall not assign a value to any item greater than the greatest value for such item claimed by the Seller or the Buyer or less than the smallest value for such item claimed by the Seller or the Buyer and shall be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller and the Buyer) based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review. In resolving such objections, the Arbitration Firm shall apply the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts set forth in the Closing Date Statement. The Arbitration Firm shall deliver to the Seller and the Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Seller and the Buyer) of the disputed items submitted to the Arbitration Firm event within thirty (30) days Business Days following the appointment of receipt the Independent Accounting Firm (or such longer period as Buyer and the Seller Representative may agree in writing), Buyer and the Seller Representative shall each prepare and submit a presentation to the Independent Accounting Firm (with a copy delivered to the other Party on the same day). As soon as practicable thereafter, and in any event within thirty (30) Business Days (or such longer period as Buyer and the Seller Representative may agree in writing), Buyer and the Seller Representative shall cause the Independent Accounting Firm to choose one of such disputed itemsthe Parties’ positions based solely upon the presentations by Buyer and the Seller Representative. The determination Party whose position is not accepted by the Arbitration Independent Accounting Firm shall be responsible for all of the disputed amounts fees and expenses of the Purchase Price Independent Accounting Firm. All determinations made by the Independent Accounting Firm shall be final, conclusive and binding on the Parties. In the event a Dispute Claim is issued, absent manifest error. The Arbitration Firm shall act as an expert the Closing Statement (and not an arbitrator. The fees and expenses of the Arbitration Firm for such determination any amendments thereto) shall be borne final, conclusive and binding on the Parties upon (A) agreement thereto by Buyer and the Seller Representative or (B) determination thereto by the Seller, on the one hand, and the Buyer, on the other hand, in inverse proportion to the manner in which such Person prevails on the items resolved by the Arbitration Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be computed by the Arbitration Firm at the time its determination of the items in dispute is rendered. For examplepurposes of this Agreement, should the items in dispute total in amount to one thousand dollars ($1,000.00) and “Final Closing Statement” shall mean the Arbitration Firm awards six hundred dollars ($600.00) in favor of the Seller’s position, sixty percent (60%) of the costs and expenses of the Arbitration Firm would be borne by the Buyer and forty percent (40%) would be borne by the Seller. The Purchase PriceClosing Statement, as finally determined (including by modification or adjustment) pursuant to this Section 2.05(c2.3(b) and Section 2.3(c), shall be referred to herein as and the “Final Purchase Price.” (iii) If ” shall mean the Purchase Price as calculated based on the Final Purchase Price exceeds Working Capital, Final Cash, Final Closing Date Repayment Indebtedness and Final Selling Expenses set forth in the Estimated Purchase Price Final Closing Statement. Buyer and Sellers shall conduct the Inventory Take within seven (7) days following the amount Closing Date, or on such other date as may be otherwise mutually agreed by the Parties. For the purposes of any such excessdetermining the Final Working Capital, the “Purchase Price Increase”), then Inventory” line item for the Buyer shall, within five (5) Business Days following the final determination purposes of the Final Purchase Price, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds “Current Assets” shall be determined in accordance with the Wire Instructions Inventory Take, it being understood that any and all inventory shipped or otherwise delivered by Buyer following the Buyer Closing and the Seller shall jointly instruct the Escrow Agent to release to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer not counted as part of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller Inventory Take shall pay to the Buyer, within five (5) Business Days following the final determination be considered inventory for purposes of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated Working Capital; provided that inventory received by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available funds. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days vendors following the final determination Closing shall not be considered inventory for purposes of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire InstructionsWorking Capital.

Dispute. Within forty-five (i45) If days following receipt by the Seller objects to the Buyer’s calculation Representative of the Closing Date Net Working Capital, the Working Capital Increase or the Working Capital Decrease, as the case may be, or the resulting calculation of the Purchase Price, as set forth in the Closing Date Statement, then, within thirty (30) days after the delivery to the Seller of the Closing Date Statement (the “Review Period”), the Seller Representative shall deliver to the Buyer a written notice to Buyer, setting forth in reasonable detail in accordance with this Section 2.9(c), of any dispute it has with respect to Buyer’s calculation of the Purchase Price or any Proposed Price Component included in the Closing Statement (any such notice timely delivered in accordance with this Section 2.9(c), a “Dispute Notice”) describing), specifying in reasonable detail, detail the Seller’s objections nature and amount of any and all items in dispute as to the Buyer’s calculation of the amounts set forth in the Closing Date Statement and containing a statement setting forth (collectively, the calculation “Disputed Items”). The Dispute Notice, to the extent delivered, shall be accompanied by reasonable supporting documentation. Any Proposed Price Components or portions thereof not disputed in the Dispute Notice (or, if no such Dispute Notice is delivered, following the expiration of the Closing Date Net Working CapitalReview Period), the Working Capital Increase or Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price, in each case, determined by if the Seller to be correct and calculated pursuant Representative otherwise earlier notifies Buyer in writing that the Seller Representative has no disputes or objections to the Accounting PrinciplesProposed Price Components, shall be conclusive, final and binding on the parties hereto for all purposes of this Section 2.9. If To the extent the Seller does not deliver Representative delivers a Dispute Notice to Buyer in accordance with this Agreement prior to the Buyer during expiration of the Review Period, then the Buyer’s calculation of the amounts set forth in the Closing Date Statement shall be binding and conclusive on the Parties. (ii) If the Seller delivers a Dispute Notice, and if the Buyer and the Seller are unable Representative shall negotiate in good faith to agree upon the calculation resolve any Disputed Items for a period of the amounts set forth in the Closing Date Statement within fifteen thirty (1530) days after (or such Dispute Notice is delivered longer period as they may mutually agree) thereafter. To the extent Buyer and the Seller Representative agree to any resolution of a Disputed Item, the Buyerapplicable Disputed Item shall be deemed to be adjusted to reflect such agreement, which shall then be final, conclusive and binding on the parties for all purposes of this Section 2.9. If Buyer and the Seller Representative, notwithstanding such good faith effort, fail to resolve any Disputed Items within such period (the “Unresolved Items”), then Buyer and the Seller and the Buyer Representative jointly shall jointly engage the firm of Gxxxx Xxxxxxxx LLP RSM McGladrey, Inc. (the “Arbitration Firm”) to resolve all such disputeUnresolved Items. Within five (5) days after If the Arbitration Firm is appointedunable or unwilling to act in such capacity, the Buyer shall forward a copy of Arbitration Firm will select another nationally recognized independent accounting firm to serve as the Closing Date Statement to the replacement Arbitration Firm, and the Seller shall forward a copy of the Dispute Notice to the Arbitration Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections and determining Firm may only resolve the correct calculations to be used on only the disputed portions of the Closing Date Statement Unresolved Items and the Arbitration Firm shall not make any other determinationwill be instructed only to determine whether the Unresolved Items were determined solely in accordance with the written submissions of the parties and the terms and provisions of this Agreement, including the applicable definitions of the Proposed Price Components (free of mathematical errors) and, solely on that basis, to what extent, if any, the Purchase Price and any determination Proposed Price Components, as to whether any other items on set forth in the Closing Date Statement are correct or whether Statement, require adjustment; provided, however, the Target Net Working Capital is correct. The Arbitration Firm shall not assign a value to any item in dispute greater than the greatest value for such item claimed assigned to it by Buyer or the Seller or the Buyer Representative, or less than the smallest value for such item claimed assigned to it by Buyer or the Seller or the Buyer and shall be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller and the Buyer) based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review. In resolving such objections, the Arbitration Firm shall apply the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts set forth in the Closing Date StatementRepresentative. The Arbitration Firm shall deliver not address any other disputes with respect to the Seller and the Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Seller and the Buyer) of the disputed items submitted to the Arbitration Firm within thirty (30) days of receipt of such disputed items. The determination by the Arbitration Firm of the disputed amounts and Closing Statement or the Purchase Price Price. There shall be conclusive and binding on the Parties, absent manifest error. The Arbitration Firm shall act as an expert and not an arbitrator. The fees and expenses of the Arbitration Firm for such determination shall be borne by the Seller, on the one hand, and the Buyer, on the other hand, in inverse proportion to the manner in which such Person prevails on the items resolved by the Arbitration Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be computed by the Arbitration Firm at the time no ex parte communications between any party hereto (or its determination of the items in dispute is rendered. For example, should the items in dispute total in amount to one thousand dollars ($1,000.00Affiliates or representatives) and the Arbitration Firm awards six hundred dollars ($600.00) in favor of the Seller’s position, sixty percent (60%) of the costs and expenses of the Arbitration Firm would be borne by the Buyer and forty percent (40%) would be borne by the Seller. The Purchase Price, as finally determined pursuant to this Section 2.05(c), shall be referred to herein as the “Final Purchase PriceFirm.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Final Purchase Price, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available funds. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. Within 45 days following receipt by the Company of the Post‑Closing Statement, the Company will deliver written notice to the Buyer of any dispute it has with respect to the Post‑Closing Statement (ithe “Post‑Closing Statement Objection”) If setting forth a specific description of the Seller objects basis of the Post‑Closing Statement Objection, the adjustments to the Post‑Closing Statement which the Company believes should be made, and the Company’s calculation of the Final Working Capital, the Final Cash, the Final Indebtedness, the Final Transaction Expenses, the Final Unspent Capital Expenditure Amount and the Closing Purchase Price as adjusted thereby. The Company will be deemed to have accepted any items not specifically or properly disputed in the Post‑Closing Statement Objection. Failure to so notify the Buyer within such 45‑day period will constitute acceptance and approval of the Buyer’s calculation of the Closing Date Net Final Working Capital, the Working Final Cash, the Final Indebtedness, the Final Transaction Expenses, the Final Unspent Capital Increase or Expenditure Amount and the Working Capital Decrease, as the case may be, or the resulting calculation of the Closing Purchase Price, as Price set forth in the Closing Date Post‑Closing Statement. During such 45‑day period, thenthe Buyer will, within thirty (30) days after at the delivery request of the Company, on reasonable prior notice from the Company and during normal business hours, afford the Company reasonable access to the Seller books, records and personnel with respect to the Business (to the extent relevant to the determination of the Closing Date Statement (the “Review Period”), the Seller shall deliver to the Buyer a written notice (a “Dispute Notice”) describing, in reasonable detail, the Seller’s objections to the Buyer’s calculation of the amounts set forth in the Closing Date Statement and containing a statement setting forth the calculation of the Closing Date Net Final Working Capital, the Working Final Cash, the Final Indebtedness, the Final Unspent Capital Increase or Working Capital Decrease, as Expenditure Amount and the case may beFinal Transaction Expenses) and otherwise reasonably cooperate with the Company in connection with its preparation of the Post‑Closing Statement Objection. The Buyer will have 30 days following the date it receives the Post‑Closing Statement Objection to review and respond to the Post‑Closing Statement Objection, and the resulting calculation of the Purchase Price, in each case, determined by the Seller to be correct and calculated pursuant to the Accounting Principles. If the Seller does not deliver a Dispute Notice to the Buyer during the Review Period, then the Buyer’s calculation of the amounts set forth in the Closing Date Statement shall be binding and conclusive on the Parties. (ii) If the Seller delivers a Dispute Notice, and if such period the Buyer and the Seller Company shall attempt in good faith 32 to resolve all of their disagreements with respect to the determination of the foregoing items. If the Company and the Buyer are unable to agree upon resolve all of their disagreements with respect to the calculation determination of the amounts set forth in foregoing items by the Closing Date Statement within fifteen (15) days after such Dispute Notice is delivered to 30th day following the Buyer’s response thereto, then after having used their good faith efforts to reach a resolution, they will refer their remaining differences to Ernst & Young LLP or, if such firm refuses to accept such engagement, another nationally recognized firm of independent public accountants as to which the Seller Company and the Buyer shall jointly engage mutually agree acting promptly and in good faith or, if the Parties cannot agree within five (5) Business Days, a nationally recognized firm of Gxxxx Xxxxxxxx LLP independent public accountants appointed by the president of the Institute of Chartered Accountants in England and Wales (in either case, the “Arbitration CPA Firm”) to resolve such their dispute. Within five (5) The CPA Firm will act as an expert not an arbitrator pursuant to this Section 2.6(c). As promptly as practicable, and in any event not more than 15 days after the Arbitration Firm is appointedthereafter, the Company and the Buyer shall forward will each prepare and submit a copy written presentation detailing each Party’s complete statement of proposed resolution of the Closing Date Statement dispute to the Arbitration CPA Firm, and the Seller shall forward a copy of the Dispute Notice to the Arbitration Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections and determining case solely in accordance with the correct calculations to be used on only positions set forth in the disputed portions of the Post-Closing Date Statement and the Arbitration Post-Closing Statement Objection, as applicable. The Company and the Buyer will cause the CPA Firm shall not make any other determination, including any determination as to whether any other resolve such dispute in a manner that is consistent with this Agreement. The scope of the disputes to be resolved by the CPA Firm is limited to the unresolved items on the Post-Closing Date Statement are correct or whether Objection. In resolving any such unresolved disputed item, the Target Net Working Capital is correct. The Arbitration CPA Firm shall (i) will not assign a value to any item greater than the greatest value claimed for such item claimed by the Seller either Party or the Buyer or less lower than the smallest lowest value claimed for such item claimed by either Party in the Seller or Post-Closing Statement and the Buyer and shall be limited Post-Closing Statement Objection, (ii) will make such determination with respect to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position specific remaining accounting‑related differences so submitted in between the positions of the Seller and the Buyer) based solely on such written presentations and supporting material provided by the Parties and not pursuant to any independent review. In resolving such objections, the Arbitration Firm shall apply (iii) solely in accordance with the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts set forth in the Closing Date StatementMethods. The Arbitration Firm shall deliver to the Seller and the Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Seller and the Buyer) of the disputed items submitted to the Arbitration Firm within thirty (30) days of receipt of such disputed items. The determination by the Arbitration Firm of the disputed amounts and the Purchase Price shall be conclusive and binding on the Parties, absent manifest error. The Arbitration Firm shall act as an expert and not an arbitrator. The All fees and expenses of the Arbitration CPA Firm for such determination shall relating to the work, if any, to be performed by the CPA Firm hereunder will be borne by between the SellerBuyer, on the one hand, and the BuyerCompany, on the other hand, in inverse proportion based upon a fraction, the numerator of which is the portion of the aggregate amount of the disputed items not awarded to the manner in applicable Party and the denominator of which such Person prevails on is the items resolved aggregate amount of the disputed items; provided that any initial engagement fees owed to the CPA Firm will be initially paid 50% by the Arbitration Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute Company and shall be computed 50% by the Arbitration Firm at the time its determination of the items in dispute is renderedBuyer. For example, should if the Company challenges items underlying the calculations of Final Working Capital, Final Indebtedness, Final Cash, Final Transaction Expenses, Final and/or Unspent Capital Expenditure Amount in dispute total in the net amount to one thousand dollars (of $1,000.00) 1,000,000, and the Arbitration CPA Firm awards six hundred dollars (determines that the Company has a valid claim for $600.00) in favor 400,000 of the Seller’s position$1,000,000, sixty percent (the Company will bear 60%) % of the costs fees and expenses of the Arbitration CPA Firm would and the Buyer will bear 40% of the fees and expenses of the CPA Firm. The Buyer and the Company each agree to execute, if requested by the CPA Firm, a reasonable engagement letter. The Company and the Buyer will request that the CPA Firm use its best efforts to render its determination within 30 days after referral (or such later period as requested by the CPA Firm). All determinations made by the CPA Firm will be borne limited to the matters submitted to the CPA Firm by the Buyer and forty percent the Company and will be final, conclusive and binding on the Parties and none of the Buyer, the Company or any of their respective Affiliates will seek further recourse from Governmental Authorities, other than to enforce the CPA Firm’s determination. Judgment may be entered to enforce such determination in any court of competent jurisdiction. The Company and the Buyer will make reasonably available to the 33 CPA Firm all relevant books and records, any work papers (40%including those of the Parties’ respective accountants) would be borne and supporting documentation relating to the Post‑Closing Statement and all other items reasonably requested by the SellerCPA Firm. The Purchase Price, as finally determined pursuant to this Section 2.05(c), shall be referred to herein as the “Final Purchase Price.” Statement” will be (iiiA) If the Final Purchase Price exceeds Post‑Closing Statement in the Estimated Purchase Price event that (the amount of any such excess, the “Purchase Price Increase”), then 1) no Post‑Closing Statement Objection is delivered to the Buyer shallduring the initial 45‑day period specified above or (2) the Company and the Buyer so agree in writing, within five (5B) Business Days following the final determination of the Final Purchase PricePost‑Closing Statement, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds adjusted in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, thatPost‑Closing Statement Objection, in the event that (1) the Buyer elects does not respond to have all or a portion the Post‑Closing Statement Objection during the 30‑day period specified above following receipt by the Buyer of the Escrow Deficit satisfied from Post‑Closing Statement Objection or (2) the Indemnification Escrow AmountCompany and the Buyer so agree in writing or (C) the Post‑Closing Statement, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay as adjusted pursuant to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer agreement of immediately available funds. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct Company or as determined by the Escrow Agent to release CPA Firm together with any other modifications to the Seller from Post‑Closing Statement agreed upon in writing by the Adjustment Escrow Account an amount equal Company and the Buyer prior to the Adjustment Escrow Amount in accordance with determination by the Escrow Agreement, CPA Firm. The Parties’ payment obligations under this Section 2.6 will not be subject to offset or reduction by wire transfer reason of immediately available funds in accordance with the Wire Instructionsany right or alleged right of indemnification hereunder.

Dispute. (i) If the Seller objects to the Buyer’s calculation of the Closing Date Net Working Capital, the Working Capital Increase or the Working Capital Decrease, as the case may be, or the resulting calculation of the Purchase Price, as set forth in the Closing Date Statement, then, within Within thirty (30) days after the delivery to the following receipt by Seller of the Closing Date Statement (the “Review Period”)Net Liabilities Statement, the Seller shall deliver to the Buyer a written notice (a “Dispute Notice”the "Notice of Disagreement") describing, to Buyer of any dispute Seller has with respect to the preparation or content of the Net Liabilities Statement or the Final Net Liabilities reflected therein. The Notice of Disagreement must describe in reasonable detail, detail the Seller’s objections to the Buyer’s calculation of the amounts set forth items contained in the Closing Date Net Liabilities Statement and containing a statement setting forth the calculation of the Closing Date Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may be, that Seller disputes and the resulting calculation of the Purchase Price, in each case, determined by the Seller to be correct and calculated pursuant to the Accounting Principlesbasis for any such disputes. If the Seller does not deliver notify Buyer of a Dispute Notice dispute with respect to the Buyer during Net Liabilities Statement within such 30-day period, such Net Liabilities Statement and the Review PeriodFinal Net Liabilities reflected therein will be final, then the Buyer’s calculation of the amounts set forth in the Closing Date Statement shall be conclusive and binding and conclusive on the Parties. (ii) If . In the Seller delivers event a Dispute Notice, and if the Buyer and the Seller are unable to agree upon the calculation Notice of the amounts set forth in the Closing Date Statement within fifteen (15) days after such Dispute Notice Disagreement is delivered to the Buyer, then the Buyer and Seller and the Buyer shall jointly engage the firm of Gxxxx Xxxxxxxx LLP (the “Arbitration Firm”) negotiate in good faith to resolve such dispute. Within five If Buyer and Seller, notwithstanding such good faith effort, fail to resolve such dispute within fourteen (514) days after Seller advises Buyer of its objections, then Buyer and Seller jointly shall engage the Arbitration Firm is appointed, to resolve such dispute in accordance with the standards set forth in this Section 2.7(b). Seller and Buyer shall forward a copy of the Closing Date Statement use reasonable efforts to the Arbitration Firm, and the Seller shall forward a copy of the Dispute Notice to the Arbitration Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement and cause the Arbitration Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Arbitration Firm shall not assign a value to any item greater than the greatest value for such item claimed by the Seller or the Buyer or less than the smallest value for such item claimed by the Seller or the Buyer and shall be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller and the Buyer) based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review. In resolving such objections, the Arbitration Firm shall apply the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts set forth in the Closing Date Statement. The Arbitration Firm shall deliver to the Seller and the Buyer render a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to decision resolving the Arbitration Firm by the Seller and the Buyer) of the disputed items matters submitted to the Arbitration Firm within thirty (30) days of receipt the making of such disputed itemssubmission. The Arbitration Firm shall determine whether and to what extent the Net Liabilities Statement and the Final Net Liabilities reflected therein require adjustment. The Arbitration Firm is not to make any other determination. The Arbitration Firm's decision shall be based solely on written submissions by Seller and Buyer and their respective representatives and not by independent review. The Arbitration Firm shall address only those items in dispute and may not assign a value greater than the greatest value for such item claimed by either party or smaller than the smallest value for such item claimed by either party. Judgment may be entered upon the determination of the Arbitration Firm in any court having jurisdiction over the party against which such determination is to be enforced. Buyer and Seller shall share equally the fees and expenses of the Arbitration Firm. All determinations made by the Arbitration Firm of the disputed amounts and the Purchase Price shall will be final, conclusive and binding on the Parties, absent manifest error. The Arbitration Firm shall act as an expert and not an arbitrator. The fees and expenses of the Arbitration Firm for such determination shall be borne by the Seller, on the one hand, and the Buyer, on the other hand, in inverse proportion to the manner in which such Person prevails on the items resolved by the Arbitration Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be computed by the Arbitration Firm at the time its determination of the items in dispute is rendered. For example, should the items in dispute total in amount to one thousand dollars ($1,000.00) and the Arbitration Firm awards six hundred dollars ($600.00) in favor of the Seller’s position, sixty percent (60%) of the costs and expenses of the Arbitration Firm would be borne by the Buyer and forty percent (40%) would be borne by the Seller. The Purchase Price, as finally determined pursuant to this Section 2.05(c), shall be referred to herein as the “Final Purchase Price.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Final Purchase Price, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available funds. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. (i) If Seller will provide to Purchaser within 30 days after Purchaser’s delivery of the Seller objects Final Statement a notice to the BuyerPurchaser disagreeing with any such calculation and setting forth Seller’s calculation of the Final Closing Date Tangible Net Working CapitalAssets (the “Seller’s Objection”), which shall describe in reasonable detail the Working Capital Increase or specific nature and amount of each disagreement and shall state in reasonable detail all bases upon which Seller believes the Working Capital DecreaseFinal Statement is not in conformity with Section 1.04. Seller shall be deemed to have agreed with all other items and amounts contained in the Final Statement that are not specifically identified as a disagreement in the Seller’s Objection. If Seller shall fail to deliver a Seller’s Objection within such 30-day period, Seller shall be deemed to have agreed with Purchaser as to the case may be, or Final Statement. Purchaser and Seller will negotiate in good faith any disagreements contained in the resulting Seller’s Objection during the 30-day period immediately following the delivery of the Seller’s Objection. If Purchaser and Seller agree to a Final Statement and calculation of the Purchase PriceFinal Closing Tangible Net Assets within such 30-day period, the appropriate party will make the payment contemplated by Section 1.04(d) or (e), as set forth in the Closing Date Statementapplicable. If Purchaser and Seller, thennotwithstanding these good faith efforts, within thirty (30) days after the delivery fail to the Seller of the Closing Date agree on a Final Statement (the “Review Period”), the Seller shall deliver to the Buyer a written notice (a “Dispute Notice”) describing, in reasonable detail, the Seller’s objections to the Buyer’s and calculation of the amounts set forth in the Final Closing Date Statement and containing a statement setting forth the calculation of the Closing Date Tangible Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price, in each case, determined by the Seller to be correct and calculated pursuant to the Accounting Principles. If the Seller does not deliver a Dispute Notice to the Buyer during the Review PeriodAssets, then the Buyer’s calculation as promptly as practicable (but in any event within 10 Business Days after expiration of the amounts set forth in the Closing Date Statement shall be binding such 30-day period), Purchaser and conclusive on the Parties. (ii) If the Seller delivers a Dispute Notice, and if the Buyer and the Seller are unable to agree upon the calculation of the amounts set forth in the Closing Date Statement within fifteen (15) days after such Dispute Notice is delivered to the Buyer, then the Seller and the Buyer shall jointly will engage the firm of Gxxxx Xxxxxxxx Cxxxx Cxxxxx and Company LLP or such other nationally recognized accounting firm mutually selected by Purchaser and Seller (the “Arbitration Accounting Firm”) to resolve such any dispute. Within five As promptly as practicable thereafter (5) days after the Arbitration Firm is appointed, the Buyer shall forward a copy but in any event within 15 Business Days of engagement of the Closing Date Statement Accounting Firm), Purchaser and Seller will each prepare and submit a presentation to the Arbitration FirmAccounting Firm setting forth such party’s proposed version of a Final Statement and calculation of the Final Closing Tangible Net Assets. The scope of the disputes to be resolved by the Accounting Firm will be limited to whether such Final Statements and calculations were prepared in accordance with this Section 1.04, and the Seller shall forward a copy of the Dispute Notice Accounting Firm is not to the Arbitration Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement and the Arbitration Firm shall not make any other determination, including any determination as to whether GAAP was followed (except to the extent required by the Accounting Principles). As soon as practicable thereafter (but in any other items on event within 20 Business Days), Purchaser and Seller will instruct the Accounting Firm to render a determination of Final Closing Date Statement are correct or whether Tangible Net Assets, such determination to be based solely upon the Target Net Working Capital is correctpresentations by Purchaser and Seller. The Arbitration In making such determination, the Accounting Firm shall will act as an expert and not as an arbitrator in conducting its analysis, and may not assign a value to any item Final Closing Tangible Net Assets greater than the greatest value for such item claimed by the Seller or the Buyer either party or less than the smallest value for such item Final Closing Tangible Net Assets claimed by the Seller or the Buyer and shall be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller and the Buyer) based solely on presentations and supporting material provided by the Parties and not pursuant to any independent reviewparty. In resolving such objections, the Arbitration Firm shall apply the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts set forth in the Closing Date Statement. The Arbitration Firm shall deliver to the Seller and the Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Seller and the Buyer) of the disputed items submitted to the Arbitration Firm within thirty (30) days of receipt of such disputed items. The determination by the Arbitration Firm of the disputed amounts and the Purchase Price shall be conclusive and binding on the Parties, absent manifest error. The Arbitration Firm shall act as an expert and not an arbitrator. The All fees and expenses of relating to the Arbitration work, if any, to be performed by the Accounting Firm for such determination shall be borne by the Sellerpro rata as between Purchaser, on the one hand, and the BuyerSeller, on the other hand, in inverse proportion to the manner in which such Person prevails on allocation of the items resolved by the Arbitration Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values value of the amounts remaining in dispute between Purchaser and shall be computed Seller made by the Arbitration Accounting Firm at such that the time its determination prevailing party pays the lesser proportion of the items in dispute is renderedfees and expenses. For example, should the items in dispute total in amount to one thousand dollars ($1,000.00) and the Arbitration Firm awards six hundred dollars ($600.00) in favor of the Seller’s position, sixty percent (60%) of the costs and expenses of the Arbitration Firm would be borne All determinations made by the Buyer Accounting Firm will be final, conclusive and forty percent (40%) would be borne by binding on the Seller. The Purchase Price, as finally determined pursuant to this Section 2.05(c), shall be referred to herein as the “Final Purchase Priceparties.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Final Purchase Price, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available funds. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. Within thirty (i30) If the days following receipt by Seller objects to the Buyer’s calculation of the Closing Date Net Working CapitalStatement, Seller shall either inform Buyer in writing that the Working Capital Increase Closing Statement is acceptable or deliver written notice (the “Notice of Disagreement”) to Buyer of any dispute Seller has with respect to the preparation or content of the Closing Statement or the Working Capital Decrease, as Final Net Purchase Price reflected therein. The Notice of Disagreement must describe in reasonable detail the case may be, or the resulting calculation of the Purchase Price, as set forth item(s) contained in the Closing Date StatementStatement that Seller disputes and the basis for any such disputes. If Seller does not deliver the Notice of Disagreement to Buyer within such thirty (30)-day period, thensuch Closing Statement and the Final Net Purchase Price reflected in the Closing Statement will be final, conclusive and binding on the Parties. In the event a Notice of Disagreement is delivered to Buyer, Buyer and Seller shall negotiate in good faith to resolve such dispute. Any items in the Closing Statement not disputed in the Notice of Disagreement will be deemed agreed to by Buyer and Seller. If Buyer and Seller, notwithstanding such good faith effort, fail to resolve such dispute within thirty (30) days after Seller delivers the delivery Notice of Disagreement to Buyer, then Buyer and Seller jointly shall engage the Seller of Independent Accountant to resolve such dispute in accordance with the Closing Date Statement (the “Review Period”), the Seller shall deliver to the Buyer a written notice (a “Dispute Notice”) describing, in reasonable detail, the Seller’s objections to the Buyer’s calculation of the amounts standards set forth in this Section 1.6(b). Seller and Buyer shall use reasonable efforts to cause the Closing Date Statement and containing Independent Accountant to render a statement setting forth written decision resolving the calculation matters submitted to the Independent Accountant within thirty (30) days of the Closing Date Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may be, and the resulting calculation making of such submission. The scope of the Purchase Price, in each case, determined disputes to be resolved by the Seller to be correct and calculated pursuant to the Accounting Principles. If the Seller does not deliver a Dispute Notice to the Buyer during the Review Period, then the Buyer’s calculation of the amounts set forth in the Closing Date Statement shall be binding and conclusive on the Parties. (ii) If the Seller delivers a Dispute Notice, and if the Buyer and the Seller are unable to agree upon the calculation of the amounts set forth in the Closing Date Statement within fifteen (15) days after such Dispute Notice is delivered to the Buyer, then the Seller and the Buyer shall jointly engage the firm of Gxxxx Xxxxxxxx LLP (the “Arbitration Firm”) to resolve such dispute. Within five (5) days after the Arbitration Firm is appointed, the Buyer shall forward a copy of the Closing Date Statement to the Arbitration Firm, and the Seller shall forward a copy of the Dispute Notice to the Arbitration Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role Independent Accountant shall be limited to resolving whether the item(s) in dispute that were properly included in the Notice of Disagreement were prepared in accordance with the terms of this Agreement (including the applicable defined terms contained herein), and the Independent Accountant shall determine, on such objections basis, whether and determining the correct calculations to be used on only the disputed portions of what extent the Closing Date Statement and the Arbitration Firm shall Final Net Purchase Price reflected therein require adjustment. The Independent Accountant is not to make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital or the Estimated Working Capital is correct. The Arbitration Firm Independent Accountant’s decision shall be based solely on written submissions by Seller and Buyer and their respective representatives and not by independent review. The Independent Accountant shall address only those item(s) in dispute and may not assign a value to any item greater than the greatest value for such item claimed by the Seller either Party or the Buyer or less smaller than the smallest value for such item claimed by the Seller or the Buyer and shall be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller and the Buyer) based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review. In resolving such objections, the Arbitration Firm shall apply the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts set forth in the Closing Date StatementParty. The Arbitration Firm shall deliver to the Seller and the Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Seller and the Buyer) of the disputed items submitted to the Arbitration Firm within thirty (30) days of receipt of such disputed items. The determination by the Arbitration Firm of the disputed amounts and the Purchase Price shall be conclusive and binding on the Parties, absent manifest error. The Arbitration Firm Independent Accountant shall act as an expert and not as an arbitrator. The fees and expenses disbursements of the Arbitration Firm for such determination Independent Accountant shall be borne paid by the SellerBuyer, on the one hand, and the BuyerSeller, on the other hand, in inverse proportion to the manner in which such Person prevails on the items resolved by the Arbitration Firm, which proportionate allocation shall be calculated on an aggregate basis inversely proportional basis, based on upon the relative dollar values of difference between the amounts in dispute and shall be computed by that have been submitted to the Arbitration Firm at the time its determination of the items in dispute is rendered. For example, should the items in dispute total in amount to one thousand dollars ($1,000.00) Independent Accountant and the Arbitration Firm awards six hundred dollars ($600.00) in favor of the SellerIndependent Accountant’s position, sixty percent (60%) of the costs and expenses of the Arbitration Firm would be borne by the Buyer and forty percent (40%) would be borne by the Seller. The Purchase Price, as finally determined pursuant to this Section 2.05(c), shall be referred to herein as the “Final Purchase Price.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination calculation of the Final Net Purchase Price. Solely by way of example, pay if Buyer claims in the Seller Closing Statement that the Final Net Purchase Price Increaseis $1,000,000, by wire transfer Seller claims in the Notice of immediately available funds in accordance with Disagreement that the Wire Instructions Final Net Purchase Price is $1,500,000, and the Buyer and Independent Accountant determines that the Seller shall jointly instruct the Escrow Agent to release to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Final Net Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”)is $1,100,000, then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer pay 20% of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Independent Accountant’s fees and disbursements and Seller shall pay to the Buyer, within five (5) Business Days following the final determination 80% of the Final Purchase Price, an amount equal Independent Accountant’s fees and disbursements. Buyer and Seller shall each pay its own fees and expenses related to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be determination. All determinations made by wire transfer of immediately available funds the Independent Accountant will be final, conclusive and binding on the Parties and shall not be subject to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all dispute or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available fundsreview. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. (i) If Within sixty (60) days following receipt by Sellers of the Seller objects Initial Closing Statement, Sellers shall deliver written notice (an “Objection Notice”) to Buyer of any dispute they have with respect to the Buyer’s preparation or calculation of or any line item in, as applicable, the Closing Date Net Working CapitalBalance Sheet, the Working Capital Increase Closing Cash and Cash Equivalents, the Closing Net Book Value, the Final Closing Indebtedness, the Closing Debt Issuance Cost Adjustment, the Closing Former Directive Cars Value or the Working Capital Decrease, as the case may be, or the resulting calculation of the Initial Purchase Price, as set forth in and specifying the Closing Date Statement, then, within thirty (30) days after the delivery to the Seller amount of the Closing Date Statement (proposed adjustment for each item in dispute and the “Review Period”), the Seller shall deliver to the Buyer a written notice (a “Dispute Notice”) describing, substance of any disagreement asserted in reasonable detail. Any amount, determination or calculation contained in the Initial Closing Statement and not specifically disputed in a timely delivered Objection Notice shall be final, conclusive and binding on the Parties. If Sellers do not timely deliver an Objection Notice with respect to the Initial Closing Statement within such sixty (60) day period, the Seller’s objections Initial Closing Statement will be final, conclusive and binding on the Parties. If an Objection Notice is timely delivered within such sixty (60) day period, Buyer and Sellers shall negotiate in good faith to the Buyer’s calculation resolve each dispute raised therein (each, an “Objection”). If Sellers and Buyer reach a written agreement with respect to all of the amounts set forth in Objections, Sellers and Buyer shall mutually revise the Initial Closing Date Statement and containing a statement setting forth the calculation of the Closing Date Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may be, to effect such agreement and the resulting calculation of the Definitive Initial Purchase PricePrice in accordance therewith, in each case, determined by the Seller to be correct and calculated pursuant to the Accounting Principles. If the Seller does not deliver a Dispute Notice to the Buyer during the Review Period, then the Buyer’s calculation of the amounts set forth in the such revised Initial Closing Date Statement shall be final and binding and conclusive on upon the Parties. (ii) If the Seller delivers a Dispute Notice, and if the Buyer and the Seller are unable Sellers, notwithstanding such good faith efforts, fail to agree upon the calculation of the amounts set forth in the Closing Date Statement resolve any Objections within fifteen (15) days after such Dispute Notice is delivered to the BuyerSellers deliver an Objection Notice, then the Seller Buyer and the Buyer Sellers shall jointly engage the firm of Gxxxx Xxxxxxxx LLP (the “Arbitration Firm”) Accounting Firm to resolve such dispute. Within five disputes as soon as practicable thereafter (5) days after the Arbitration Firm is appointed, the Buyer shall forward a copy of the Closing Date Statement to the Arbitration Firm, and the Seller shall forward a copy of the Dispute Notice to the Arbitration Firm, together with, but in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement and the Arbitration Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Arbitration Firm shall not assign a value to any item greater than the greatest value for such item claimed by the Seller or the Buyer or less than the smallest value for such item claimed by the Seller or the Buyer and shall be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller and the Buyer) based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review. In resolving such objections, the Arbitration Firm shall apply the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts set forth in the Closing Date Statement. The Arbitration Firm shall deliver to the Seller and the Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Seller and the Buyer) of the disputed items submitted to the Arbitration Firm event within thirty (30) days after engagement of receipt the Accounting Firm). At the time of submission of the dispute to the Accounting Firm, Buyer and Sellers will each submit a written statement setting forth in such disputed itemsdetail as they deem appropriate their respective positions with respect to only the remaining Objections. The determination There will be no ex parte communications between Buyer or Sellers and the Accounting Firm with respect to the Objections, other than written answers by the Arbitration parties to written questions from the Accounting Firm. All written communications to or from the Accounting Firm and Buyer or Sellers will be delivered simultaneously to Buyer or Sellers. In determining the Closing Balance Sheet, Closing Cash and Cash Equivalents, Closing Net Book Value, the Closing Debt Issuance Cost Adjustment, the Final Closing Indebtedness and the Closing Former Directive Cars Value, the Accounting Firm shall consider only those items or amounts in the Closing Balance Sheet, Closing Cash and Cash Equivalents, Closing Net Book Value, the Closing Debt Issuance Cost Adjustment, the Final Closing Indebtedness and the Closing Former Directive Cars Value as to which Sellers have raised an Objection and which remain in dispute at the end of the process described in Section 2.5(c)(i). (iii) Buyer and Sellers shall cause the Accounting Firm to deliver a written report containing its calculation of the disputed amounts Objections (which calculation shall be within the range of dispute between the Initial Closing Statement and the Purchase Price shall Objection Notice) within the thirty (30) day period following its engagement. All Objections that are resolved between the Parties or are determined by the Accounting Firm will be final, conclusive and binding on the Parties, absent shall not be subject to appeal and shall be deemed to have been accepted by Buyer and Sellers, subject only to manifest error. The Arbitration fees and disbursements of the Accounting Firm shall act be allocated to Sellers in the same proportion that the aggregate amount of Objections so submitted to the Accounting Firm that is unsuccessfully disputed by Sellers (as finally determined by the Accounting Firm) bears to the total amount of Objections so submitted, if any, and the balance shall be paid by Buyer. Buyer and Sellers shall enter into an expert engagement letter with the Accounting Firm promptly after its retention, which includes customary indemnification and not an arbitratorother provisions. Following delivery of the Accounting Firm’s determination, Buyer and Sellers shall mutually revise the Initial Closing Statement to effect the calculation of the Definitive Initial Purchase Price in accordance therewith. The fees and expenses disbursements of the Arbitration Firm for such determination Representatives of each Party incurred in connection with the preparation or review of the Final Closing Statement and preparation or review of any Objection Notice, as applicable, shall be borne by the Seller, on the one hand, and the Buyer, on the other hand, in inverse proportion to the manner in which such Person prevails on the items resolved by the Arbitration Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be computed by the Arbitration Firm at the time its determination of the items in dispute is rendered. For example, should the items in dispute total in amount to one thousand dollars ($1,000.00) and the Arbitration Firm awards six hundred dollars ($600.00) in favor of the Seller’s position, sixty percent (60%) of the costs and expenses of the Arbitration Firm would be borne by the Buyer and forty percent (40%) would be borne by the Seller. The Purchase Price, as finally determined pursuant to this Section 2.05(c), shall be referred to herein as the “Final Purchase Price.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Final Purchase Price, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire InstructionsParty. (iv) If Buyer shall cause each Group Company to make its financial records, accounting personnel and advisors available to Sellers, their accountants and other representatives and the Estimated Purchase Price exceeds Accounting Firm upon reasonable notice and at reasonable times during business hours to the Final Purchase Price (extent reasonably requested by Sellers or required by the amount Accounting Firm in connection with the review by Sellers and the Accounting Firm of, and the resolution of such excessany Objections with respect to, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available fundsInitial Closing Statement. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. (i) If the Seller objects to the Buyer’s calculation of the Closing Date Net Working Capital, the Working Capital Increase or the Working Capital Decrease, as the case The Executive may be, or the resulting calculation of the Purchase Price, as set forth in the Closing Date Statement, then, within thirty (30) days after the delivery to the Seller of the Closing Date dispute such Financial Statements and/or Profit Participation Payment Statement (the “Review Period”), the Seller shall deliver to the Buyer for such Participation Year by sending a written notice (a “Dispute Notice”) describing, in reasonable detail, the Sellerto Buyer within fifteen (15) days after Buyer’s objections delivery to the Buyer’s calculation Executive of such Financial Statements, Participation Payment Statement, and any supporting documents required to be produced pursuant to Section 3(b)(i). The Dispute Notice shall identify each disputed item on the amounts Financial Statements or Participation Statement, specify the amount of such dispute and set forth in reasonable detail the Closing Date basis for such dispute. In the event of any such disputes, Buyer and the Executive shall attempt, in good faith, to reconcile their differences, and any resolution by them as to any disputed items shall be final, binding and conclusive on the parties and shall be evidenced by a writing signed by Buyer and the Executive, including, as appropriate, revised Financial Statements (“Revised Financial Statements”) and/or a revised Participation Payment Statement (a “Revised Participation Payment Statement”) reflecting such resolution. If Buyer and containing a statement setting forth the calculation Executive are unable to resolve all disputed items within fifteen (15) days after the Executive’s delivery of the Closing Date Net Working CapitalDispute Notice to Buyer, then Buyer and the Working Capital Increase Executive shall promptly evidence any resolved disputes in writing signed by Buyer and Executive and submit any remaining disputed items for final binding resolution to any independent accounting firm mutually acceptable to Buyer and the Executive (which accounting firm has not, within the prior sixty (60) months, provided services to the Executive or Working Capital DecreaseCornerworld or any of their affiliates). If Buyer and the Executive are unable to agree upon an independent accounting firm within thirty (30) days after the Executive’s delivery of the Dispute Notice to Buyer, an independent accounting firm selected by Buyer (which accounting firm has not, within the prior sixty (60) months, provided services to Executive or Cornerworld or any of their Affiliates) and an independent accounting firm selected by the Executive (which accounting firm has not, within the prior sixty (60) months, provided services to Executive or Cornerworld or any of its Affiliates) shall select an independent accounting firm that has not, within the prior sixty (60) months, provided services to Executive or Cornerworld or any of their Affiliates. Such independent accounting firm mutually agreed upon by Buyer and the Executive or by the procedure referenced in the immediately preceding sentence, as the case may be, is hereinafter referred to as the “Independent Accounting Firm.” If any remaining disputed items are submitted to an Independent Accounting Firm for resolution, (i) each party will furnish to the Independent Accounting Firm such work papers and other documents and information relating to the resulting calculation remaining disputed items as the Independent Accounting Firm may request and are available to such party, and each party will be afforded the opportunity to present to the Independent Accounting Firm any material relating to the disputed items and to discuss the resolution of the Purchase Price, in disputed items with the Independent Accounting Firm; (ii) each case, determined party will use its good faith commercially reasonable efforts to cooperate with the resolution process so that the disputed items can be resolved within forty-five (45) days after submission of the disputed items to the Independent Accounting Firm; (iii) the determination by the Seller to be correct and calculated pursuant to the Independent Accounting Principles. If the Seller does not deliver a Dispute Notice to the Buyer during the Review PeriodFirm, then the Buyer’s calculation of the amounts as set forth in a written notice to Buyer and the Closing Date Statement Executive (which written notice shall include, as appropriate, Revised Financial Statements and/or a Revised Participation Payment Statement), shall be final, binding and conclusive on the Parties. parties; and (iiiv) If the Seller delivers a Dispute Notice, fees and if disbursements of the Independent Accounting Firm shall be allocated between Buyer and the Seller are unable to agree upon the calculation of the amounts set forth Executive in the Closing Date Statement within fifteen (15) days after such Dispute Notice is delivered to same proportion that the Buyer, then the Seller and the Buyer shall jointly engage the firm of Gxxxx Xxxxxxxx LLP (the “Arbitration Firm”) to resolve such dispute. Within five (5) days after the Arbitration Firm is appointed, the Buyer shall forward a copy of the Closing Date Statement to the Arbitration Firm, and the Seller shall forward a copy of the Dispute Notice to the Arbitration Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement and the Arbitration Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Arbitration Firm shall not assign a value to any item greater than the greatest value for such item claimed by the Seller or the Buyer or less than the smallest value for such item claimed by the Seller or the Buyer and shall be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller and the Buyer) based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review. In resolving such objections, the Arbitration Firm shall apply the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts set forth in the Closing Date Statement. The Arbitration Firm shall deliver to the Seller and the Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Seller and the Buyer) aggregate amount of the disputed items submitted to the Arbitration Independent Accounting Firm within thirty that are unsuccessfully disputed by each party (30) days of receipt of such disputed items. The determination by the Arbitration Firm of the disputed amounts and the Purchase Price shall be conclusive and binding on the Parties, absent manifest error. The Arbitration Firm shall act as an expert and not an arbitrator. The fees and expenses of the Arbitration Firm for such determination shall be borne by the Seller, on the one hand, and the Buyer, on the other hand, in inverse proportion to the manner in which such Person prevails on the items resolved by the Arbitration Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be computed by the Arbitration Firm at the time its determination of the items in dispute is rendered. For example, should the items in dispute total in amount to one thousand dollars ($1,000.00) and the Arbitration Firm awards six hundred dollars ($600.00) in favor of the Seller’s position, sixty percent (60%) of the costs and expenses of the Arbitration Firm would be borne by the Buyer and forty percent (40%) would be borne by the Seller. The Purchase Price, as finally determined pursuant by the Independent Accounting Firm) bears to this Section 2.05(c), shall be referred to herein as the “Final Purchase Price.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the total amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Final Purchase Price, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release all disputed items submitted to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire InstructionsIndependent Accounting Firm. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available funds. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. (i) If the Seller objects to the Buyer’s calculation After receipt of the Closing Date Net Working CapitalStatement, if the Working Capital Increase or the Working Capital Decrease, as the case may be, or the resulting calculation of the Purchase Price, as Sellers Representative wants to dispute any item set forth in the Closing Date Statement, then, then the Sellers Representative must deliver written notice to the Buyer of such dispute within thirty (30) days after following the delivery to the Seller receipt of the Closing Date Statement, such dispute notice to specify, with reasonable particularity, all disputed items in the Closing Statement. If the Sellers Representative does not notify the Buyer of a dispute with respect to the Closing Statement within such thirty (30)‑day period, then such Closing Statement (and the “Review Period”)proposed final calculations of (i) the Cash as of 12:01 a.m. Eastern Time on the Closing Date; (ii) the Net Working Capital as of 12:01 a.m. Eastern Time on the Closing Date; (iii) the Company Debt outstanding as of immediately prior to the Closing; (iv) the unpaid portion of the Selling Expenses as of the Closing; and (v) the Post- Closing Adjustment reflected thereon) will be final, conclusive and binding on the Seller shall deliver Parties. In the event the Sellers Representative delivers written notice to the Buyer of a written notice (a “Dispute Notice”) describing, in reasonable detail, the Seller’s objections dispute with respect to the Buyer’s calculation of the amounts set forth in the Closing Date Statement and containing a statement setting forth the calculation of the Closing Date Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price, in each case, determined by the Seller to be correct and calculated pursuant to the Accounting Principles. If the Seller does not deliver a Dispute Notice to the Buyer during the Review Periodwithin such thirty (30)‑day period, then the Buyer’s calculation of the amounts set forth in the Closing Date Statement shall be binding and conclusive on the Parties. (ii) If the Seller delivers a Dispute Notice, and if the Buyer and the Seller are unable Sellers Representative shall negotiate in good faith to agree upon resolve such dispute. If the calculation of Buyer and the amounts set forth in the Closing Date Statement Sellers Representative, notwithstanding such good faith efforts, fail to resolve such dispute within fifteen (15) days after the Sellers Representative advises the Buyer of such Dispute Notice is delivered to the Buyerdispute, then the Seller Buyer and the Buyer Sellers Representative shall jointly engage a nationally recognized accounting firm that has no material relationship with and is acceptable to the firm of Gxxxx Xxxxxxxx LLP Buyer and the Sellers Representative) (the “Arbitration "Accounting Firm”") to act as an expert in accounting, and not as an arbitrator, to resolve such disputeonly the items specifically disputed that remain unresolved. Within five (5) days after the Arbitration Firm is appointedIn determining each disputed item, the Buyer shall forward a copy of the Closing Date Statement to the Arbitration Firm, and the Seller shall forward a copy of the Dispute Notice to the Arbitration Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement and the Arbitration Accounting Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Arbitration Firm shall may not assign a value to any such item greater than the greatest value for such item claimed by the Seller or either the Buyer or Sellers Representative or less than the smallest lowest value for such item claimed by the Seller or either the Buyer and shall be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller Sellers Representative. The Buyer and the Buyer) based solely on presentations and supporting material provided Sellers Representative will use their respective commercially reasonable efforts, including by the Parties and not pursuant executing a customary engagement letter reasonably acceptable to any independent review. In resolving such objectionsit, the Arbitration Firm shall apply to cause the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts set forth Firm to resolve all disagreements as soon as practicable, but in the Closing Date Statement. The Arbitration Firm shall deliver to the Seller and the Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Seller and the Buyer) of the disputed items submitted to the Arbitration Firm any event within thirty (30) days of receipt the Accounting Firm's engagement. There shall be no substantive ex parte communications between either the Buyer or any of such disputed itemsthe Sellers and the Accounting Firm. The determination Accounting Firm will be required to resolve the dispute based solely upon the written presentations by the Arbitration Firm Buyer and the Sellers Representative. The resolution of the disputed amounts dispute by the Accounting Firm, absent manifest error, or any written agreement of the Buyer and the Purchase Price shall Sellers Representative as to the resolution of the dispute, will be conclusive final, conclusive, and binding on the Parties, absent manifest error. The Arbitration Firm shall act as an expert and not an arbitrator. The fees and expenses of the Arbitration Firm for such determination shall be borne by the SellerBuyer, on the one hand, and the BuyerSellers Representative (on behalf of the Sellers), on the other hand, shall share the fees and expenses of the Accounting Firm in inverse proportion to the manner relative amounts subject to the dispute notice that are determined in favor of such party or parties in accordance with the following formulas: (i) the Buyer will pay a portion of such fees and expenses equal to the total fees and expenses multiplied by a fraction, the numerator of which such Person prevails on is the items dollar amount subject to the dispute notice resolved by the Arbitration Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be computed by the Arbitration Firm at the time its determination of the items in dispute is rendered. For example, should the items in dispute total in amount to one thousand dollars ($1,000.00) and the Arbitration Firm awards six hundred dollars ($600.00) in favor of the Seller’s positionSellers and the denominator of which is the total dollar amount subject to the dispute notice, sixty percent and (60%ii) the Sellers Representative (on behalf of the costs Sellers) will pay a portion of such fees and expenses of equal to the Arbitration Firm would be borne total fees and expenses multiplied by the Buyer and forty percent (40%) would be borne by the Seller. The Purchase Price, as finally determined pursuant to this Section 2.05(c), shall be referred to herein as the “Final Purchase Price.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excessa fraction, the “Purchase Price Increase”), then numerator of which is the Buyer shall, within five (5) Business Days following dollar amount subject to the final determination dispute notice resolved in favor of the Final Purchase Price, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct denominator of which is the Escrow Agent to release total dollar amount subject to the Seller all amounts then held in dispute notice. Notwithstanding the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excessforegoing, the “Purchase Price Decrease”)Parties shall each be responsible for paying the fees and expenses of their own respective attorneys, then the Buyer accountants and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance other representatives in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available fundsconnection with any dispute. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. If Parent delivers a Dispute Notice to Buyer within the applicable review period, Buyer and Parent shall use reasonable, good faith efforts to resolve their differences concerning the Items of Dispute, and if any Item of Dispute is so resolved, the Closing Statement shall be modified as necessary to reflect such resolution. If all Items of Dispute are so resolved, the Closing Statement (ias so modified) shall be conclusive and binding on all parties hereto. If any Item of Dispute remains unresolved for a period of thirty (30) days after Buyer’s receipt of the Seller objects last Dispute Notice received within the thirty (30) day review period, Buyer and Parent shall submit the dispute to Ernst & Young LLP or, if such firm is unwilling or unable to perform such services, to a nationally recognized independent certified public accountant (the “Accounting Firm”) selected by mutual agreement of Buyer and Parent within ten (10) days after the end of such thirty (30) day period. The Accounting Firm shall not be an accounting firm that has performed accounting or consulting services for Buyer, the Company or Parent in the past three (3) years. Buyer and Parent shall each make a final written submission to the Buyer’s calculation Accounting Firm and request that the Accounting Firm render a determination as to each unresolved Item of the Closing Date Net Working Capital, the Working Capital Increase or the Working Capital Decrease, as the case may be, or the resulting calculation of the Purchase Price, as set forth in the Closing Date Statement, then, Dispute within thirty (30) days after its retention, and the delivery parties shall cooperate fully with the Accounting Firm so as to enable it to make such determination as quickly and as accurately as practicable. The Accounting Firm shall render a determination only on the Items of Dispute, it shall limit its determination with respect to any particular Item of Dispute to the Seller range of values based on the Closing Date Statement (the “Review Period”)final submission of Parent and Buyer, the Seller and it shall deliver render all determinations in accordance with GAAP and, solely with respect to the Buyer a written notice (a “Dispute Notice”) describing, in reasonable detail, the Seller’s objections to the Buyer’s calculation of the amounts set forth in the Closing Date Statement and containing a statement setting forth the calculation of the Closing Date Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price, in each case, determined by the Seller to be correct and calculated pursuant to the Accounting Principles. If the Seller does not deliver a Dispute Notice to the Buyer during the Review Period, then the Buyer’s calculation of the amounts principles set forth in the Closing Date Statement shall be binding and conclusive on the Parties. (ii) If the Seller delivers a Dispute Notice, and if the Buyer and the Seller are unable to agree upon the calculation of the amounts set forth in the Closing Date Statement within fifteen (15) days after such Dispute Notice is delivered to the Buyer, then the Seller and the Buyer shall jointly engage the firm of Gxxxx Xxxxxxxx LLP (the “Arbitration Firm”) to resolve such dispute. Within five (5) days after the Arbitration Firm is appointed, the Buyer shall forward a copy of the Closing Date Statement to the Arbitration Firm, and the Seller shall forward a copy of the Dispute Notice to the Arbitration Firm, together with, in each case, all relevant supporting documentation. Exhibit D. The Arbitration Accounting Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement and the Arbitration Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Arbitration Firm shall not assign a value each Item of Dispute submitted to any item greater than the greatest value for such item claimed by the Seller or the Buyer or less than the smallest value for such item claimed by the Seller or the Buyer and it shall be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller writing and the Buyer) based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review. In resolving such objections, the Arbitration Firm shall apply the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts set forth in the Closing Date Statement. The Arbitration Firm shall deliver to the Seller and the Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Seller and the Buyer) of the disputed items submitted to the Arbitration Firm within thirty (30) days of receipt of such disputed items. The determination by the Arbitration Firm of the disputed amounts and the Purchase Price shall be conclusive and binding on upon the Partiesparties hereto, absent manifest error. The Arbitration Firm and the Closing Statement shall act as an expert and not an arbitratorbe modified to the extent necessary to reflect such determination. The fees and expenses of the Arbitration Accounting Firm for such determination shall be borne shared equally by the Seller, on the one hand, and the Buyer, on the other hand, in inverse proportion to the manner in which such Person prevails on the items resolved by the Arbitration Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be computed by the Arbitration Firm at the time its determination of the items in dispute is rendered. For example, should the items in dispute total in amount to one thousand dollars ($1,000.00) and the Arbitration Firm awards six hundred dollars ($600.00) in favor of the Seller’s position, sixty percent (60%) of the costs and expenses of the Arbitration Firm would be borne by the Buyer and forty percent (40%) would be borne by the Seller. The Purchase Price, as finally determined pursuant to this Section 2.05(c), shall be referred to herein as the “Final Purchase Price.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Final Purchase Price, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available funds. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. Within 60 days following receipt by the Seller Representative of the Closing Statement, the Seller Representative shall deliver written notice to Buyer of any dispute it has with respect to the preparation or content of the Closing Statement, which shall specifically describe the basis of the Seller Representative’s dispute, determination and corresponding adjustments to the Final Working Capital, Final Cash, Final Company Debt and/or Final Selling Expenses (i) the “Notice of Disagreement”). If the Seller objects Representative does not timely deliver to Buyer the Notice of Disagreement, then such Closing Statement will be final, conclusive and binding on the parties hereto. In the event the Notice of Disagreement is timely delivered to Buyer’s calculation , Buyer and the Seller Representative shall, for a period of 15 days thereafter, negotiate in good faith to resolve the Closing Date Net Working Capital, the Working Capital Increase or the Working Capital Decrease, as the case may be, or the resulting calculation of the Purchase Price, as disputes set forth in the Closing Date Statement, then, within thirty (30) days after the delivery to Notice of Disagreement. If Buyer and the Seller Representative, notwithstanding such good faith effort, fail to resolve all of the Closing Date Statement (the “Review Period”), the Seller shall deliver to the Buyer a written notice (a “Dispute Notice”) describing, in reasonable detail, the Seller’s objections to the Buyer’s calculation of the amounts disputes set forth in the Closing Date Statement and containing a statement setting forth the calculation Notice of the Closing Date Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price, in each case, determined by the Seller to be correct and calculated pursuant to the Accounting Principles. If the Seller does not deliver a Dispute Notice to the Buyer Disagreement during the Review Periodsuch 15-day period, then the Buyer’s calculation of the amounts set forth in the Closing Date Statement shall be binding and conclusive on the Parties. (ii) If the Seller delivers a Dispute Notice, and if the Buyer and the Seller are unable to agree Representative jointly shall engage a mutually-agreed upon the calculation of the amounts set forth in the Closing Date Statement within fifteen (15which agreement shall not be unreasonably withheld) days after such Dispute Notice is delivered to the Buyer, then the Seller and the Buyer shall jointly engage the “big-four” accounting firm of Gxxxx Xxxxxxxx LLP (the “Arbitration Firm”) to resolve such dispute). Within five As promptly as practicable thereafter (5) but in any event, within 15 days after of engaging the Arbitration Firm is appointedFirm), Buyer and the Buyer Seller Representative shall forward each prepare and submit a copy of the Closing Date Statement presentation to the Arbitration Firm, and the Seller shall forward a copy of the Dispute Notice to the Arbitration Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement and the Arbitration Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Arbitration Firm shall not assign a value to any item greater than the greatest value for such item claimed by consider only those items and amounts in the Seller or the Buyer or less than the smallest value for such item claimed by Representative’s and Buyer’s respective calculations that are identified as being items and amounts to which the Seller or the Representative and Buyer have been unable to agree. Buyer and shall be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller and the Buyer) based solely on presentations and supporting material provided by the Parties and not pursuant Representative shall make readily available to any independent review. In resolving such objections, the Arbitration Firm shall apply all relevant books and records and any work papers (including those of the Accounting Principles parties’ respective accountants, to the extent permitted by such accountants) relating to the Closing Statement and the provisions Notice of this Agreement concerning Disagreement and all other items reasonably requested by the determination of the amounts set forth Arbitration Firm in the Closing Date Statementconnection therewith. The Arbitration Firm shall deliver have the opportunity to present written questions to Buyer and/or the Seller and the Buyer Representative, a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to copy of which shall be based solely on information provided to the Arbitration Firm by other. As soon as practicable thereafter, Buyer and the Seller and the Buyer) of the disputed items submitted to Representative will cause the Arbitration Firm within thirty (30) days to choose one of receipt of such disputed itemsthe parties’ positions. The determination party whose position is not accepted by the Arbitration Firm shall be responsible for all of the disputed amounts and the Purchase Price shall be conclusive and binding on the Parties, absent manifest error. The Arbitration Firm shall act as an expert and not an arbitrator. The fees and expenses of the Arbitration Firm for such determination shall be borne by the Seller, on the one hand, and the Buyer, on the other hand, in inverse proportion to the manner in which such Person prevails on the items resolved by the Arbitration Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be computed . All determinations made by the Arbitration Firm at will be final, conclusive and binding on the time its determination of the items in dispute is rendered. For exampleparties, should the items in dispute total in amount to one thousand dollars ($1,000.00) and the Arbitration Firm awards six hundred dollars ($600.00) in favor of the Seller’s position, sixty percent (60%) of the costs and expenses of the Arbitration Firm would be borne by the Buyer and forty percent (40%) would be borne by the Seller. The Purchase Price, as finally determined pursuant to this Section 2.05(c), shall be referred to herein as the “Final Purchase Priceabsent manifest error.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Final Purchase Price, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available funds. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. (i) If the Seller objects Representative disputes the calculation of Net Revenues of the Company and the Subsidiaries contained in the Earn-Out Statement, Buyer shall cooperate with and make available to the Buyer’s Seller Representative all records, work papers and calculations of Buyer relating to the Earn-Out Statement and the calculation of the Closing Date Net Working Capital, the Working Capital Increase or the Working Capital Decrease, as the case may be, or the resulting calculation of the Purchase Price, as set forth in the Closing Date Statement, then, within Revenues therein. The Seller Representative shall have thirty (30) days after the delivery to the Seller of the Closing Date Earn-Out Statement (the “Review Period”)in which to notify Buyer in writing of any discrepancy in, the Seller shall deliver to the Buyer a written notice (a “Dispute Notice”) describingor disagreement with, in reasonable detail, the Seller’s objections to the Buyer’s calculation of the amounts set forth in the Closing Date Statement and containing a statement setting forth the calculation of the Closing Date Net Working Capital, Revenues as reflected on the Working Capital Increase or Working Capital Decrease, as the case may be, and the resulting calculation Earn-Out Statement (a “Notice of the Purchase Price, in each case, determined by the Seller to be correct and calculated pursuant to the Accounting PrinciplesObjection”). If the Seller Representative does not deliver submit a Dispute Notice to the Buyer of Objection during the Review Periodsuch thirty (30) day period, then the Buyer’s calculation Earn-Out Statement shall be deemed to be accepted in the form presented to the Seller Representative and shall be final, conclusive and binding upon the parties. If the Seller submits a Notice of Objection during such thirty (30) day period and Buyer agrees with the adjustment requested by the Seller Representative therein, then an appropriate adjustment shall be made. If Buyer does not agree with the Notice of Objection, Buyer and the Seller Representative shall negotiate in good faith to resolve such dispute. If Buyer and the Seller Representative, notwithstanding such good faith effort, fail to resolve such dispute within twenty (20) days after receipt of the Notice of Objection, then the disputed items or amounts set forth shall be submitted for review and final determination by the Arbitration Firm. As promptly as practicable, Buyer and the Seller Representative shall each prepare and submit a presentation to the Arbitration Firm. The scope of the Arbitration Firm’s engagement shall be limited to the resolution of the disputed items regarding the Net Revenue calculation described in the Closing Date Statement Notice of Objection. The determination of the Arbitration Firm shall be made as promptly as practicable and shall be binding and conclusive on the Parties. (ii) If the Seller delivers a Dispute Notice, and if the Buyer and the Seller are unable to agree upon the calculation of the amounts set forth in the Closing Date Statement within fifteen (15) days after such Dispute Notice is delivered to the Buyer, then the Seller and the Buyer shall jointly engage the firm of Gxxxx Xxxxxxxx LLP (the “Arbitration Firm”) to resolve such dispute. Within five (5) days after the Arbitration Firm is appointed, the Buyer shall forward a copy of the Closing Date Statement to the Arbitration Firm, and the Seller shall forward a copy of the Dispute Notice to the Arbitration Firm, together with, in each case, all relevant supporting documentationparties hereto for purposes hereof. The Arbitration Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement and the Arbitration Firm shall not make any other determinationfees, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Arbitration Firm shall not assign a value to any item greater than the greatest value for such item claimed by the Seller or the Buyer or less than the smallest value for such item claimed by the Seller or the Buyer and shall be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller and the Buyer) based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review. In resolving such objections, the Arbitration Firm shall apply the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts set forth in the Closing Date Statement. The Arbitration Firm shall deliver to the Seller and the Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Seller and the Buyer) of the disputed items submitted to the Arbitration Firm within thirty (30) days of receipt of such disputed items. The determination by the Arbitration Firm of the disputed amounts and the Purchase Price shall be conclusive and binding on the Parties, absent manifest error. The Arbitration Firm shall act as an expert and not an arbitrator. The fees and expenses of the Arbitration Firm for such determination shall be borne by the Seller, on the one hand, and the Buyer, on the other hand, in inverse proportion to the manner in which such Person prevails on the items resolved by the Arbitration Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be computed by the Arbitration Firm at the time its determination of the items in dispute is rendered. For example, should the items in dispute total in amount to one thousand dollars ($1,000.00) and the Arbitration Firm awards six hundred dollars ($600.00) in favor of the Seller’s position, sixty percent (60%) of the costs and expenses of the Arbitration Firm would shall be borne by the Buyer and forty percent (40%) would be borne by the Seller. The Purchase Price, as finally determined pursuant to this Section 2.05(c), shall be referred to herein as the “Final Purchase Pricenon-prevailing party.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Final Purchase Price, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available funds. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. (i) If the Seller objects to the Buyer’s calculation of the Closing Date Net Working Capital, the Working Capital Increase or the Working Capital Decrease, as the case may be, or the resulting calculation of the Purchase Price, as set forth in the Closing Date Statement, then, within Within thirty (30) days after the delivery to following receipt by the Seller Representative of the Closing Date Working Capital Statement, the Seller Representative shall either inform Purchaser in writing that the Working Capital Statement is acceptable, or deliver written notice (the “Review PeriodNotice of Disagreement”), ) to Purchaser of any dispute the Seller shall deliver Representative has with respect to the Buyer a written notice (a “Dispute Notice”) describing, in reasonable detail, the Seller’s objections to the Buyer’s calculation preparation or content of the amounts set forth in the Closing Date Statement and containing a statement setting forth the calculation of the Closing Date Net Working Capital, the Working Capital Increase Statement or the Final Working Capital Decrease, as reflected therein. The Notice of Disagreement must describe in reasonable detail the case may be, items contained in the Working Capital Statement that the Seller Representative disputes and the resulting calculation of the Purchase Pricebasis for any such disputes, in each case, determined by the Seller to be correct and calculated pursuant to the Accounting Principlesincluding sufficient supporting documentation. If the Seller Representative does not deliver notify Purchaser of a Dispute Notice dispute with respect to the Buyer during Working Capital Statement within such thirty (30)-day period, such Working Capital Statement and the Review Period, then the Buyer’s calculation of the amounts set forth Final Working Capital reflected in the Closing Date Working Capital Statement shall will be final, conclusive and binding and conclusive on the Parties. (ii) If parties. In the Seller delivers event a Dispute NoticeNotice of Disagreement is delivered to Purchaser, and if the Buyer Purchaser and the Seller are unable to agree upon the calculation of the amounts set forth Representative shall negotiate in the Closing Date Statement within fifteen (15) days after such Dispute Notice is delivered to the Buyer, then the Seller and the Buyer shall jointly engage the firm of Gxxxx Xxxxxxxx LLP (the “Arbitration Firm”) good faith to resolve such dispute. Within five If Purchaser and the Seller Representative, notwithstanding such good faith effort, fail to resolve such dispute within fourteen (514) days after the Arbitration Firm is appointedSeller Representative delivers the Notice of Disagreement, the Buyer shall forward a copy of the Closing Date Statement to the Arbitration Firm, then Purchaser and the Seller Representative jointly shall forward a copy of the Dispute Notice to the Arbitration Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement and engage the Arbitration Firm shall not make any other determination, including any determination as to whether any other items on resolve such dispute in accordance with the Closing Date Statement are correct or whether the Target Net Working Capital is correctstandards set forth in this Section 1.6(b). The Arbitration Firm Seller Representative and Purchaser shall not assign a value use commercially reasonable efforts to any item greater than the greatest value for such item claimed by the Seller or the Buyer or less than the smallest value for such item claimed by the Seller or the Buyer and shall be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller and the Buyer) based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review. In resolving such objections, cause the Arbitration Firm shall apply the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts set forth in the Closing Date Statement. The Arbitration Firm shall deliver to the Seller and the Buyer render a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to decision resolving the Arbitration Firm by the Seller and the Buyer) of the disputed items matters submitted to the Arbitration Firm within thirty (30) days of receipt the making of such disputed itemssubmission. The determination scope of the disputes to be resolved by the Arbitration Firm shall be limited to whether the items in dispute that were properly included in the Notice of the disputed amounts Disagreement were prepared in accordance with Applicable Accounting Principles and the Purchase Price Arbitration Firm shall determine, on such basis, whether and to what extent, the Working Capital Statement and the Final Working Capital, as applicable, reflected therein require adjustment. The Arbitration Firm is not to make any other determination, including any determination as to whether the Target Working Capital or the Working Capital Estimate is correct. The Arbitration Firm’s decision shall be conclusive based solely on written submissions by the Seller Representative and binding on the Parties, absent manifest errorPurchaser and their respective representatives and not by independent review. The Arbitration Firm shall act as an expert address only those items in dispute and may not an arbitratorassign a value greater than the greatest value for such item claimed by either party or smaller than the smallest value for such item claimed by either party. The Judgment may be entered upon the determination of the Arbitration Firm in any court having jurisdiction over the party against which such determination is to be enforced. Any fees and expenses of the Arbitration Firm for such determination incurred in resolving the disputed matter(s) pursuant to this Section 1.6(b) shall be borne by the SellerPurchaser, on the one hand, and the BuyerSeller Representative, on the other hand, in inverse proportion to the manner respective percentages of the dollar value of disputed items determined in which such Person prevails favor of Purchaser, on the items resolved by one hand, and the Arbitration FirmSeller Representative, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be computed other hand. All determinations made by the Arbitration Firm at will be final, conclusive and binding on the time its determination of the items in dispute is rendered. For example, should the items in dispute total in amount to one thousand dollars ($1,000.00) and the Arbitration Firm awards six hundred dollars ($600.00) in favor of the Seller’s position, sixty percent (60%) of the costs and expenses of the Arbitration Firm would be borne by the Buyer and forty percent (40%) would be borne by the Seller. The Purchase Price, as finally determined pursuant to this Section 2.05(c), shall be referred to herein as the “Final Purchase Priceparties.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Final Purchase Price, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available funds. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. Within thirty (i30) If days following receipt by the Seller objects Securityholders’ Representative of the Working Capital Statement, the Securityholders’ Representative shall either inform Parent in writing that the Working Capital Statement is acceptable, or deliver written notice (the “Notice of Disagreement”) to Parent of any dispute the Securityholders’ Representative has with respect to the Buyercontent of the Working Capital Statement or the Final Working Capital reflected in the Working Capital Statement. The Notice of Disagreement must describe in reasonable detail the items contained in the Working Capital Statement that the Securityholders’ Representative disputes, the basis for any such disputes and the Securityholders’ Representative’s calculation of such items. Any items not identified on the Closing Date Net Working Capital, Notice of Disagreement shall be deemed agreed to by the Securityholders’ Representative. If the Securityholders’ Representative does not notify Parent of a dispute with respect to the Working Capital Increase or Statement within such thirty (30)-day period, such Working Capital Statement and the Final Working Capital reflected in the Working Capital DecreaseStatement will be final, as conclusive and binding on the case may beParties. In the event a Notice of Disagreement is delivered to Parent within such thirty (30)-day period, or Parent and the resulting Securityholders’ Representative shall negotiate in good faith to resolve such disputed items, which amounts shall not be less than Parent’s calculation delivered pursuant to Section 2.09(a) nor more than the Securityholders’ Representative’s calculation delivered pursuant to this Section 2.09(f). If Parent and the Securityholders’ Representative, notwithstanding such good faith effort, fail to resolve such dispute within fourteen (14) days after the Securityholders’ Representative’s delivery of a Notice of Disagreement, then Parent and the Purchase Price, as Securityholders’ Representative jointly shall engage the Arbitration Firm to resolve such dispute in accordance with the standards set forth in this Section 2.09(f). The Securityholders’ Representative and Parent shall use reasonable best efforts to cause the Closing Date Statement, then, Arbitration Firm to render a written decision resolving the matters submitted to the Arbitration Firm within thirty (30) days after of the delivery making of such submission. The scope of the disputes to be resolved by the Arbitration Firm shall be limited only to the Seller of the Closing Date Statement (the “Review Period”), the Seller shall deliver to the Buyer a written notice (a “Dispute Notice”) describing, items in reasonable detail, the Seller’s objections to the Buyer’s calculation of the amounts set forth dispute that were included in the Closing Date Statement Notice of Disagreement and containing a statement setting forth the calculation of the Closing Date Net Working Capitalif such items were calculated in accordance with Applicable Accounting Principles. The Arbitration Firm shall determine, on such basis, whether and to what extent, the Working Capital Increase or Statement and the Final Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price, in each case, determined by the Seller to be correct and calculated pursuant to the Accounting Principles. If the Seller does not deliver a Dispute Notice to the Buyer during the Review Period, then the Buyer’s calculation of the amounts set forth reflected in the Closing Date Working Capital Statement shall be binding and conclusive on the Parties. (ii) If the Seller delivers a Dispute Notice, and if the Buyer and the Seller are unable to agree upon the calculation of the amounts set forth in the Closing Date Statement within fifteen (15) days after such Dispute Notice is delivered to the Buyer, then the Seller and the Buyer shall jointly engage the firm of Gxxxx Xxxxxxxx LLP (the “Arbitration Firm”) to resolve such disputerequire adjustment. Within five (5) days after the The Arbitration Firm is appointed, the Buyer shall forward a copy of the Closing Date Statement not to the Arbitration Firm, and the Seller shall forward a copy of the Dispute Notice to the Arbitration Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement and the Arbitration Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital or the Working Capital Estimate is correct. The Arbitration Firm’s decision shall be based solely on presentations by Parent and the Securityholders’ Representative, and not independent review and made in strict accordance with the terms of this Agreement, without regard for principles of equity. The Arbitration Firm shall address only those items in the Notice of Disagreement that were not resolved, and shall apply the relevant provisions of this Agreement to the disputed amounts, and shall have no authority to alter, modify, amend, add to or subtract from any term of provision of this Agreement. None of the parties or any of their respective representatives shall have any ex parte communications or meetings with the Arbitration Firm regarding the subject matter hereof without the other parties’ prior written consent. The Arbitration Firm shall not assign a value to any item in dispute greater than the greatest value for such item claimed assigned to it by Parent, on the Seller one hand, or the Buyer Securityholders’ Representative, on the other hand, or less than the smallest value for such item claimed assigned to it by Parent, on the Seller one hand, or the Buyer and shall be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller and the Buyer) based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review. In resolving such objectionsSecurityholders’ Representative, the Arbitration Firm shall apply the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts set forth in the Closing Date Statement. The Arbitration Firm shall deliver to the Seller and the Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Seller and the Buyer) of the disputed items submitted to the Arbitration Firm within thirty (30) days of receipt of such disputed items. The determination by the Arbitration Firm of the disputed amounts and the Purchase Price shall be conclusive and binding on the Parties, absent manifest error. The Arbitration Firm shall act as an expert and not an arbitratorother hand. The fees and expenses of the Arbitration Firm for such determination shall be borne in the same proportion that the aggregate dollar amount of such remaining disputed items so submitted to the Arbitration Firm that are unsuccessfully disputed by the SellerParent, on the one hand, and the BuyerSecurityholders’ Representative, on the other hand, in inverse proportion to the manner in which such Person prevails on the items resolved as finally determined by the Arbitration Firm, which proportionate allocation shall be calculated on an aggregate basis based on bears to the relative total dollar values amount of the amounts in dispute and shall be computed by the Arbitration Firm at the time its determination of the such remaining disputed items in dispute is renderedso submitted. For example, should if closing accounts receivable is the items in dispute total in only disputed item, and Parent claims that closing accounts receivable is $1,000, and the Securityholders’ Representative contests only $500 of the amount to one thousand dollars ($1,000.00) claimed by Parent, and if the Arbitration Firm awards six hundred dollars (ultimately resolves the dispute by awarding Parent $600.00) in favor 300 of the Seller’s position$500 contested, sixty percent (60%) of then the costs and expenses of the Arbitration Firm would will be borne allocated 60% (i.e. 300 ÷ 500) to the Securityholders’ Representative and 40% (i.e. 200 ÷ 500) to Parent. All determinations made by the Buyer Arbitration Firm will be final, conclusive and forty percent (40%) would be borne binding on the parties. A judgment on the determination made by the Seller. The Purchase Price, as finally determined Arbitration Firm pursuant to this Section 2.05(c), shall 2.09(f) may be referred to herein as the “Final Purchase Priceentered in and enforced by any court having jurisdiction thereover.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Final Purchase Price, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available funds. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. (i) If Within 30 days following receipt by the Seller objects Company of the Net Working Capital Statement, the Company shall deliver written notice to Buyer of any dispute it has with respect to the Net Working Capital Statement (the “Net Working Capital Objection”) setting forth a specific description of the basis of the Net Working Capital Objection, the adjustments to the Net Working Capital Statement that the Company believes should be made, and the Company’s calculation of the Final Net Working Capital. The Buyer will assist and cooperate with the Company in the preparation of any Net Working Capital Objection. During such 30-day period, subject to the Company’s confidentiality obligations under the Non-Compete Agreement, the Buyer shall, at the request of the Company, on reasonable prior notice from the Company and during normal business hours, afford the Company reasonable access to the books and records with respect to the Business (to the extent relevant to the determination of the Final Net Working Capital) and otherwise reasonably cooperate with the Company in connection with its preparation of any Net Working Capital Objection. The Company shall be deemed to have accepted the Net Working Capital Statement except to the extent specifically disputed in the Net Working Capital Objection. The Company shall not dispute the accounting principles and adjustments used in preparing the Net Working Capital Statement and the Final Net Working Capital if such principles and adjustments are consistent with the Agreed Principles. Failure to so notify Buyer within such 30-day period shall constitute acceptance and approval of Buyer’s calculation of the Closing Date Final Net Working Capital, . Buyer shall have 30 days following the date it receives the Net Working Capital Increase or Objection to review and respond to the Net Working Capital Decrease, as the case may be, or the resulting calculation of the Purchase Price, as set forth in the Closing Date Statement, then, within thirty (30) days after the delivery to the Seller of the Closing Date Statement (the “Review Period”), the Seller shall deliver to the Buyer a written notice (a “Dispute Notice”) describing, in reasonable detail, the Seller’s objections to the Buyer’s calculation of the amounts set forth in the Closing Date Statement and containing a statement setting forth the calculation of the Closing Date Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price, in each case, determined by the Seller to be correct and calculated pursuant to the Accounting PrinciplesObjection. If the Seller does not deliver a Dispute Notice to Company and the Buyer during the Review Period, then the Buyer’s calculation of the amounts set forth in the Closing Date Statement shall be binding and conclusive on the Parties. (ii) If the Seller delivers a Dispute Notice, and if the Buyer and the Seller are unable to agree upon resolve all of their disagreements with respect to the calculation of the amounts set forth items specified in the Closing Date Statement within fifteen (15) days after such Dispute Notice is delivered to the Buyer, then the Seller and the Buyer shall jointly engage the firm of Gxxxx Xxxxxxxx LLP (the “Arbitration Firm”) to resolve such dispute. Within five (5) days after the Arbitration Firm is appointed, the Buyer shall forward a copy of the Closing Date Statement to the Arbitration Firm, and the Seller shall forward a copy of the Dispute Notice to the Arbitration Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement and the Arbitration Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Arbitration Firm shall not assign a value to any item greater than the greatest value for such item claimed Objection by the Seller or the Buyer or less than the smallest value for such item claimed by the Seller or the Buyer and 30th day following Buyer’s response thereto, after having used their commercially reasonable efforts to reach a resolution, they shall be limited refer their remaining differences to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller and the Buyer) based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review. In resolving such objections, the Arbitration Firm shall apply the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts set forth in the Closing Date Statement. The Arbitration Firm shall deliver to the Seller and the Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Seller and the Buyer) of the disputed items submitted to the Arbitration Firm within thirty (30) days of receipt of such disputed items. The determination by the Arbitration Firm of the disputed amounts and the Purchase Price shall be conclusive and binding on the Parties, absent manifest error. The Arbitration Firm shall act as an expert and not an arbitrator. The fees and expenses of the Arbitration Firm for such determination shall be borne by the Seller, on the one hand, and the Buyer, on the other hand, in inverse proportion to the manner in which such Person prevails on the items resolved by the Arbitration CPA Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be computed by the Arbitration Firm at the time its determination of the items in dispute is rendered. For example, should the items in dispute total in amount to one thousand dollars ($1,000.00) and the Arbitration Firm awards six hundred dollars ($600.00) in favor of the Seller’s position, sixty percent (60%) of the costs and expenses of the Arbitration Firm would be borne by the Buyer and forty percent (40%) would be borne by the Seller. The Purchase Price, as finally determined pursuant to this Section 2.05(c), shall be referred to herein as the “Final Purchase Price.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Final Purchase Priceacting as experts in accounting and not as arbitrators, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance determine on a basis consistent with the Wire Instructions Agreed Principles, and the Buyer and the Seller shall jointly instruct the Escrow Agent to release only with respect to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the specific remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available funds. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.accounting-related

Dispute. (i) If the Seller objects to the Buyer’s calculation of the Closing Date Net Working Capital, Parent shall review the Working Capital Increase or Statement, and within forty-five (45) days following its receipt of the Working Capital DecreaseStatement, as shall deliver written notice to Xxxxxx of any dispute it has with respect to the case may be, preparation or the resulting calculation content of the Purchase PriceWorking Capital Statement, as set setting forth in such written notice Parent's objections to the Closing Date StatementWorking Capital Statement with particularity and the specific changes or adjustments which Parent claims are required to be made thereto. If Parent does not notify Xxxxxx of a dispute with respect to the Working Capital Statement within such forty-five (45) day period, thensuch Working Capital Statement will be final, conclusive and binding on the parties and upon which a judgment may be entered by a court of competent jurisdiction. In the event of such notification of a dispute, Xxxxxx and Parent shall negotiate in good faith to resolve such dispute. If Xxxxxx and Parent, notwithstanding such good faith effort, fail to resolve such dispute within thirty (30) days after the delivery to the Seller Parent advises Xxxxxx of the Closing Date Statement (the “Review Period”), the Seller shall deliver to the Buyer a written notice (a “Dispute Notice”) describing, in reasonable detail, the Seller’s objections to the Buyer’s calculation of the amounts set forth in the Closing Date Statement and containing a statement setting forth the calculation of the Closing Date Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price, in each case, determined by the Seller to be correct and calculated pursuant to the Accounting Principles. If the Seller does not deliver a Dispute Notice to the Buyer during the Review Periodits objections, then the Buyer’s calculation of the amounts set forth in the Closing Date Statement shall be binding Xxxxxx and conclusive on the Parties. (ii) If the Seller delivers a Dispute Notice, and if the Buyer and the Seller are unable to agree upon the calculation of the amounts set forth in the Closing Date Statement within fifteen (15) days after such Dispute Notice is delivered to the Buyer, then the Seller and the Buyer Parent shall jointly engage the firm of Gxxxx Xxxxxxxx LLP Xxxxxx & Xxxxx, PLLC (the “"Arbitration Firm”") to resolve such dispute. Within five (5) days after the Arbitration Firm is appointed, the Buyer shall forward a copy of the Closing Date Statement to the Arbitration Firm, and the Seller shall forward a copy of the Dispute Notice to the Arbitration Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement and the Arbitration Firm shall not make any other determination, including any determination As promptly as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Arbitration Firm shall not assign a value to any item greater than the greatest value for such item claimed by the Seller or the Buyer or less than the smallest value for such item claimed by the Seller or the Buyer and shall be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller and the Buyer) based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review. In resolving such objectionspracticable thereafter, the Arbitration Firm shall apply the Accounting Principles determine and the provisions of this Agreement concerning the determination of the amounts set forth report in the Closing Date Statement. The Arbitration Firm shall deliver writing to Xxxxxx and Parent as to the Seller and the Buyer a written determination (such determination to include a work sheet setting forth resolution of all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Seller and the Buyer) of the disputed items matters submitted to the Arbitration Firm within thirty (30) days of receipt and the effect of such disputed itemsdeterminations on the Working Capital Statement, and such determinations shall be final, binding and conclusive as to Xxxxxx, Parent, Shareholders and their respective affiliates. The determination by For purposes of complying with the terms set forth in this Section 2.2, each party shall cooperate with and make available to the other parties, their respective representatives, and the Arbitration Firm Firm, all information, records, data and working papers, and shall permit access to its facilities and personnel, as may be reasonably required in connection with the preparation and analysis of the disputed amounts Working Capital Statement and the Purchase Price shall be conclusive and binding on the Parties, absent manifest error. The Arbitration Firm shall act as an expert and not an arbitratorresolution of any disputes thereunder. The fees and expenses disbursements of the Arbitration Firm for such determination shall be borne by the Sellerparty (i.e., Parent, on the one hand, and the BuyerXxxxxx, on the other hand) that assigned amounts to items in dispute that were, on a net basis, furthest in inverse proportion to amount from the manner in which such Person prevails on the items resolved amount finally determined by the Arbitration Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be computed by the Arbitration Firm at the time its determination of the items in dispute is rendered. For example, should the items in dispute total in amount to one thousand dollars ($1,000.00) and the Arbitration Firm awards six hundred dollars ($600.00) in favor of the Seller’s position, sixty percent (60%) of the costs and expenses of the Arbitration Firm would be borne by the Buyer and forty percent (40%) would be borne by the Seller. The Purchase Price, as finally determined pursuant to this Section 2.05(c), shall be referred to herein as the “Final Purchase Price.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Final Purchase Price, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available funds. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. (iIf Seller gives a timely Objection Notice as described in Section 2.6(b) above, then Purchaser and Seller shall negotiate in good faith to resolve their disputes. If the Purchaser and Seller objects are unable to resolve all disputes on or prior to the Buyer’s calculation thirtieth (30th) day after the delivery of the Closing Date Net Working CapitalObjection Notice, then Purchaser and Seller shall, within five (5) business days thereafter, retain the Working Capital Increase Dallas office of Gxxxx Xxxxxxxx or other accounting firm mutually agreed to by Purchaser and Seller (provided no such accounting firm shall have any existing or past relationship with Seller or Purchaser) (the Working Capital Decrease“Firm”), and shall instruct the Firm to resolve the dispute as the case may besoon as practicable, or the resulting calculation of the Purchase Price, as set forth and in the Closing Date Statement, then, any event within thirty (30) days after days. The Firm shall only decide the delivery to specific items under dispute by the Seller of the Closing Date Statement parties (the “Review PeriodDisputed Items”), solely in accordance with the Seller shall deliver to the Buyer a written notice (a “Dispute Notice”) describingterms of this Agreement, it being understood that in reasonable detailmaking such decision, the Seller’s objections to the Buyer’s calculation of the amounts set forth in the Closing Date Statement Firm shall be functioning as an expert and containing a statement setting forth the calculation of the Closing Date Net Working Capitalnot as an arbitrator. In resolving any Disputed Item, the Working Capital Increase or Working Capital Decrease, as the case Firm may be, and the resulting calculation of the Purchase Price, in each case, determined by the Seller to be correct and calculated pursuant to the Accounting Principles. If the Seller does not deliver a Dispute Notice to the Buyer during the Review Period, then the Buyer’s calculation of the amounts set forth in the Closing Date Statement shall be binding and conclusive on the Parties. (ii) If the Seller delivers a Dispute Notice, and if the Buyer and the Seller are unable to agree upon the calculation of the amounts set forth in the Closing Date Statement within fifteen (15) days after such Dispute Notice is delivered to the Buyer, then the Seller and the Buyer shall jointly engage the firm of Gxxxx Xxxxxxxx LLP (the “Arbitration Firm”) to resolve such dispute. Within five (5) days after the Arbitration Firm is appointed, the Buyer shall forward a copy of the Closing Date Statement to the Arbitration Firm, and the Seller shall forward a copy of the Dispute Notice to the Arbitration Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement and the Arbitration Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Arbitration Firm shall not assign a value to any item greater than the greatest value for such item claimed by the Seller or the Buyer either party or less than the smallest value for such item claimed by the Seller or the Buyer and either party. The Firm’s determination shall be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller and the Buyer) based solely on presentations by Purchaser and supporting material provided by the Parties and Seller (i.e., not pursuant to any on independent review) and on the definitions and other terms included herein. In resolving such objectionsWith respect to the Closing Inventory and the Closing Cash, the Arbitration Firm amounts in the Preliminary Closing Statement shall apply the Accounting Principles and the provisions be presumptively correct, unless clear evidence of this Agreement concerning the a variation is presented. The determination of the amounts set forth in Disputed Items, as determined by the Closing Date Statement. The Arbitration Firm Firm, shall deliver to absent manifest error be final and binding upon the Seller parties hereto and the Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Seller and the Buyer) of the disputed items submitted to the Arbitration Firm within thirty (30) days of receipt of such disputed items. The determination by the Arbitration Firm of the disputed amounts and the Purchase Price Reconciliation Statement shall be conclusive and binding on the Parties, absent manifest error. The Arbitration Firm shall act as an expert and not an arbitratoradjusted accordingly. The fees and expenses of the Arbitration Firm for such determination (i) shall be borne by the Seller, on in the one hand, and proportion that the Buyer, on aggregate dollar amount of Disputed Items submitted thereto for resolution that are unsuccessfully disputed by Seller (as finally determined by the other hand, in inverse proportion Firm) bears to the manner in which aggregate dollar amount of such Person prevails on the items resolved by the Arbitration Firm, which proportionate allocation submitted Disputed Items and (ii) shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be computed by the Arbitration Firm at the time its determination of the items in dispute is rendered. For example, should the items in dispute total in amount to one thousand dollars ($1,000.00) and the Arbitration Firm awards six hundred dollars ($600.00) in favor of the Seller’s position, sixty percent (60%) of the costs and expenses of the Arbitration Firm would be borne by Purchaser in the Buyer and forty percent proportion that the aggregate dollar amount of Disputed Items submitted thereto for resolution that are successfully disputed by Seller (40%) would be borne by the Seller. The Purchase Price, as finally determined pursuant to this Section 2.05(c), shall be referred to herein as by the “Final Purchase Price.” (iiiFirm) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Final Purchase Price, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release bears to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the aggregate dollar amount of such excess, submitted Disputed Items. Purchaser and Seller and their respective agents shall cooperate with the “Purchase Price Decrease”), then the Buyer Firm during its engagement and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, as promptly as practicable provide all documents and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated information reasonably requested by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available fundsFirm. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. (i) If 15.1 In the Seller objects to event of a dispute concerning the Buyer’s calculation quality of the Closing Date Net Working Capital, Fuel the Working Capital Increase or the Working Capital Decrease, as the case may be, or the resulting calculation of the Purchase Price, as set forth in the Closing Date Statement, then, Purchaser must serve a notice on NTPM within thirty twenty-eight (3028) days after from the delivery date the sample was extracted pursuant to the Seller of the Closing Date Statement clause 7.1. (the “Review Period”), the Seller shall deliver to the Buyer a written notice (a “Dispute Notice”) describing, in reasonable detail, the Seller’s objections to the Buyer’s calculation of the amounts set forth in the Closing Date Statement and containing a statement setting forth the calculation of the Closing Date Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price, in each case, determined by the Seller to be correct and calculated pursuant to the Accounting Principles. If the Seller does not deliver a Dispute Notice to the Buyer during the Review Period, then the Buyer’s calculation of the amounts set forth in the Closing Date Statement shall be binding and conclusive on the Parties.) (ii) If the Seller delivers a Dispute Notice, and if the Buyer and the Seller are unable to agree upon the calculation of the amounts set forth in the Closing Date Statement within fifteen (15) 15.2 Within 7 days after such Dispute Notice is delivered to the Buyer, then the Seller and the Buyer shall jointly engage the firm of Gxxxx Xxxxxxxx LLP (the “Arbitration Firm”) to resolve such dispute. Within five (5) days after the Arbitration Firm is appointed, the Buyer shall forward a copy of the Closing Date Statement to the Arbitration Firm, and the Seller shall forward a copy from receipt of the Dispute Notice NTPM shall nominate an independent laboratory to perform analysis of the Arbitration FirmFuel samples. (“Nomination Notice”) 15.3 Within seven (7) days from receipt of the Nomination Notice the Purchaser shall reply to NTPM, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role otherwise the Purchaser shall be limited deemed to resolving such objections have accepted NTPM’s proposal and determining the correct calculations independent laboratory proposed by NTPM will be appointed. 15.4 Both NTPM and the Purchaser agree to be used on only bound by the disputed portions results of the Closing Date Statement tests performed by the independent laboratory so appointed, which shall be final. 15.5 If NTPM and the Arbitration Firm shall Purchaser cannot make any other determinationagree on an independent laboratory to perform mutual analysis, including any determination as or if the Purchaser fails to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Arbitration Firm shall not assign a value reply to any item greater than the greatest value for such item claimed by the Seller or the Buyer or less than the smallest value for such item claimed by the Seller or the Buyer and shall be limited to the selection of either the SellerNTPM’s or the Buyer’s position on a disputed item notice hereof within seven (or a position in between the positions of the Seller and the Buyer) based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review. In resolving such objections, the Arbitration Firm shall apply the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts set forth in the Closing Date Statement. The Arbitration Firm shall deliver to the Seller and the Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Seller and the Buyer) of the disputed items submitted to the Arbitration Firm within thirty (307) days of from receipt of such disputed items. The determination by notice, NTPM may at its sole discretion decide which laboratory to perform the Arbitration Firm analysis, the results of the disputed amounts and the Purchase Price which shall be conclusive final and binding on the Parties, absent manifest error. all Parties involved. 15.6 The Arbitration Firm shall act as an expert and not an arbitrator. The fees costs and expenses of the Arbitration Firm for incurred in conducting such determination tests and analysis shall be borne by NTPM if the Seller, on the one hand, and the Buyer, on the other hand, results are in inverse proportion to the manner in which such Person prevails on the items resolved by the Arbitration Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values favour of the amounts in dispute and shall be computed by the Arbitration Firm at the time its determination of the items in dispute is rendered. For examplePurchaser, should the items in dispute total in amount to one thousand dollars ($1,000.00) and the Arbitration Firm awards six hundred dollars ($600.00) in favor of the Seller’s position, sixty percent (60%) of the costs and expenses of the Arbitration Firm would be or borne by the Buyer and forty percent (40%) would be borne by Purchaser if the Seller. The Purchase Priceresults are in favour of NTPM. 15.7 In the event of any claim as to the quality of the Fuel delivered under the Agreement, as finally determined pursuant to this Section 2.05(c), NTPM shall be referred entitled to herein as and the “Final Purchase Price.” (iii) If Purchaser shall permit and allow NTPM to attend on board the Final Purchase Price exceeds Vessel to carry out all necessary inspections and investigations, including but not limited to the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination inspection of the Final Purchase Price, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance with the Wire Instructions master’s logs and the Buyer Vessel’s engine records. NTPM has the right to take copies of all documents and the Seller shall jointly instruct the Escrow Agent to release have unrestricted access to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer Vessel’s engine spaces and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in take samples. In the event that the Buyer elects NTPM is denied any permit or access, NTPM shall be deemed to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available funds. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer complete defence against such claim and the Seller Purchaser shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructionshave no recourse against NTPM.

Dispute. Within thirty (i30) If the days following receipt by Seller objects to the Buyer’s calculation of the Closing Date Net Working CapitalStatement, the Working Capital Increase Seller shall deliver written notice to Purchaser if Seller disputes any calculation or the Working Capital Decrease, as the case may be, or the resulting calculation of the Purchase Price, as item set forth in the Closing Date Statement. If Seller does not notify Purchaser of a dispute with respect to the Closing Statement within such thirty (30)-day period, thensuch Closing Statement will be final, conclusive and binding on the parties, and the Closing Statement shall be deemed to set forth the final Closing Working Capital, Closing Working Capital Adjustment, Closing Cash, Closing Transaction Tax Benefits, Closing Assumed Indebtedness, Company Transaction Expenses and Purchase Price (the “Final Purchase Price”), in each case, for purposes of determining the Actual Adjustment. In the event of a notification of such dispute, Purchaser and Seller shall negotiate in good faith to resolve such dispute. If Purchaser and Seller, notwithstanding such good faith effort, fail to resolve such dispute within thirty (30) days after Seller advises Purchaser of its objections, then Purchaser and Seller jointly shall engage either Deloitte & Touche LLP or KPMG LLP, provided that if Deloitte & Touche LLP and KPMG LLP are unwilling or unable to accept such engagement, then Purchaser and Seller shall jointly engage another nationally or regionally recognized accounting firm that is not presently providing and has not provided either party or their Affiliates with services in the delivery to the last two (2) years, as mutually agreed upon by Purchaser and Seller of the Closing Date Statement (the “Review Period”), the Seller shall deliver to the Buyer a written notice (a “Dispute Notice”) describing, in reasonable detail, the Seller’s objections to the Buyer’s calculation of the amounts set forth in the Closing Date Statement and containing a statement setting forth the calculation of the Closing Date Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price, in each case, determined by the Seller to be correct and calculated pursuant to the Accounting Principles. If the Seller does not deliver a Dispute Notice to the Buyer during the Review Period, then the Buyer’s calculation of the amounts set forth in the Closing Date Statement shall be binding and conclusive on the Parties. (ii) If the Seller delivers a Dispute Notice, and if the Buyer and the Seller are unable to agree upon the calculation of the amounts set forth in the Closing Date Statement within fifteen (15) days after such Dispute Notice is delivered to the Buyer, then the Seller and the Buyer shall jointly engage the firm of Gxxxx Xxxxxxxx LLP (the “Arbitration Firm”) to resolve such dispute. Within five (5) days after As promptly as practicable thereafter, Purchaser and Seller shall each prepare and submit a presentation to the Arbitration Accounting Firm is appointedregarding the differences, and only such differences, with respect to the Buyer Closing Statement. As soon as practicable thereafter, Purchaser and Seller shall forward a copy cause the Accounting Firm to choose one of the Closing Date Statement to parties’ positions based solely upon the Arbitration Firm, presentations by Purchaser and the Seller. Purchaser and Seller shall forward a copy of instruct the Dispute Notice Accounting Firm to the Arbitration Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement and the Arbitration Firm shall not make any other determination, including any its determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Arbitration Firm shall not assign a value to any item greater than the greatest value for such item claimed by the Seller or the Buyer or less than the smallest value for such item claimed by the Seller or the Buyer and shall be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller and the Buyer) based solely on presentations by Purchaser and supporting material provided by Seller that are in accordance with the Parties guidelines and not pursuant to any independent review. In resolving such objections, the Arbitration Firm shall apply the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts procedures set forth in the Closing Date Statement. The Arbitration Firm shall deliver to the Seller and the Buyer a written determination this Agreement (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Seller and the Buyer) of the disputed items submitted to the Arbitration Firm within thirty (30) days of receipt of such disputed items. The determination by the Arbitration Firm of the disputed amounts and the Purchase Price shall be conclusive and binding i.e., not on the Parties, absent manifest error. The Arbitration Firm shall act as basis of an expert and not an arbitratorindependent review). The fees and expenses of the Arbitration Accounting Firm for such determination shall be borne by the Seller, on the one hand, Purchaser and the Buyer, on the other hand, Seller in inverse proportion to the manner in which such Person prevails their success on the items resolved by merits in the Arbitration Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be computed by the Arbitration Firm at the time its determination resolution of the items in dispute is rendereddispute. For example, should the items in dispute total in amount to one thousand dollars ($1,000.00) and the Arbitration Firm awards six hundred dollars ($600.00) in favor of the Seller’s position, sixty percent (60%) of the costs and expenses of the Arbitration Firm would be borne All determinations made by the Buyer Accounting Firm will be final, conclusive and forty percent (40%) would be borne by binding on the Sellerparties, and not subject to any further adjustment under Article IX or otherwise. The Purchase Price, Closing Statement shall be revised as finally determined appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.05(c)2.3(c) and, as so revised, such Closing Statement shall be referred deemed to herein as the “Final Purchase Price.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following set forth the final determination of the Closing Working Capital, Closing Working Capital Adjustment, Closing Cash, Closing Transaction Tax Benefits, Closing Assumed Indebtedness, Company Transaction Expenses and Final Purchase Price, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with case, for all purposes hereunder (including the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”Actual Adjustment), all such payments contemplated by . The procedures set forth in this Section 2.05(c)(iv) to be made to the Buyer 2.3 for resolving disputes in this Section 2.3 shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent sole and exclusive method for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available fundsresolving any such dispute. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. (i) If The Final Closing Statement, and the Seller objects amounts set forth therein, shall be final and binding on the parties hereto unless, within thirty (30) Business Days after receipt by Sellers of the Final Closing Statement, Sellers shall deliver a written notice to Buyer of its disagreement with the Buyer’s calculation of any of the line items in the Final Closing Date Statement that specifies the amount of the proposed adjustment for each line item in dispute and the substance of any disagreement asserted in reasonable detail (the “Notice of Disagreement”). The Notice of Disagreement shall only set forth objections based on (x) arithmetic error or (y) the Final Closing Statement not being prepared (A) in accordance with the definition of Net Working CapitalCapital and/or GAAP as consistently applied, as applicable, and (B) subject to Section 2.5(a), in the Working Capital Increase or same form, and with the Working Capital Decreasesame line items, as the case may beReference Closing Statement. Sellers shall be deemed to have agreed with all items and amounts contained in the Final Closing Statement and the calculations set forth therein, or other than as specified in the resulting calculation Notice of Disagreement. If the Notice of Disagreement is timely delivered by Sellers as provided herein, Buyer, on the one hand, and Sellers, on the other hand, will, during the fifteen (15) days following delivery of the Purchase PriceNotice of Disagreement, use their commercially reasonable efforts to reach agreement on the disputed items or amounts set forth in the Notice of Disagreement, which shall be resolved within the range represented by Buyer’s and Sellers’ respective positions. For the purposes of complying with this Section 2.5(b)(i), after the Closing and until any disputes with respect to the Final Closing Statement are resolved in accordance with this Section 2.5(b), Buyer shall provide Sellers and their Representatives, upon prior written request of Sellers, reasonable access to Buyer’s work papers and any work papers of Buyer’s independent accountants, in each case, to the extent used in the preparation of the Final Closing Statement, and Buyer shall make reasonably available to Sellers and their Representatives relevant Buyer personnel responsible for the preparation of the Final Closing Statement, in each case, to the extent reasonably necessary for, and for the sole purpose of, assisting in Sellers’ review of the Final Closing Statement; provided that the independent accountants of Buyer shall not be obligated to make any work papers available to Sellers unless and until Sellers have signed a customary agreement relating to access to work papers in form and substance reasonably acceptable to such independent accountants. (ii) If Buyer and Sellers are unable to reach agreement on the Final Closing Statement during the fifteen (15)-day period described above, they shall promptly thereafter designate a firm of independent accountants (the “Audit Firm”) of nationally recognized standing reasonably satisfactory to Buyer and Sellers to review this Agreement and the disputed items or amounts for the purpose of calculating the Final Closing Statement. If Buyer and Sellers do not agree on the selection of the Audit Firm within ten (10) Business Days following the end of the fifteen (15)-day period described above, either party may request the American Arbitration Association to appoint, within fifteen (15) days from this request, a firm of independent public accountants of nationally recognized standing with significant experience relating to purchase price adjustments in the financial services industry, which is independent of each of Buyer and Sellers, to serve as the Audit Firm. At the time of submission of the dispute to the Audit Firm, Buyer and Sellers will each submit a written statement setting forth in such detail as they deem appropriate their respective positions with respect to only the disputed matters. There will be no ex parte communications between Buyer or Sellers and the Audit Firm with respect to the disputed matters, other than written answers by the parties to written questions from the Audit Firm. All written communications to or from the Audit Firm and Buyer or Sellers will be delivered simultaneously to the other party. In determining the Final Closing Statement, the Audit Firm (1) shall be bound by the definitions and other applicable provisions set forth in this Agreement, (2) shall consider only those items or amounts in the Final Closing Statement as to which Sellers have disagreed, as set forth in the Notice of Disagreement, and (3) shall base its review solely on the written statements prepared by the parties and supporting documents provided by the parties and the responses to any written questions from the Audit Firm. The decision of the Audit Firm shall not be based on an independent examination or audit of the financial or accounting records of the Company or its predecessors or legal discovery process. The determination of the Audit Firm with respect to each line item in dispute with respect to the Final Closing Date StatementStatement shall be within the range represented by Buyer’s and Sellers’ respective positions as set forth in the Final Closing Statement and the Notice of Disagreement, thenrespectively. The parties shall use commercially reasonable efforts to cause the Audit Firm to deliver to Buyer and Sellers, as promptly as practicable, and in any event within thirty (30) days days, after referral of the delivery disputed matters to the Seller Audit Firm a written report setting forth its determination with respect to each of the Closing Date Statement (the “Review Period”disputed matters as provided in this Section 2.5(b)(ii), the Seller shall deliver to the Buyer a written notice (a “Dispute Notice”) describing, in reasonable detail, the Seller’s objections to the Buyer’s calculation . The determination of the amounts set forth in the Closing Date Statement and containing a statement setting forth the calculation of the Closing Date Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price, in each case, determined by the Seller to be correct and calculated pursuant to the Accounting Principles. If the Seller does not deliver a Dispute Notice to the Buyer during the Review Period, then the Buyer’s calculation of the amounts set forth in the Closing Date Statement Audit Firm shall be final, binding and conclusive on the Parties. (ii) If the Seller delivers a Dispute Noticeconclusive, and if the Buyer and the Seller are unable to agree upon the calculation of the amounts set forth in the Closing Date Statement within fifteen (15) days after such Dispute Notice is delivered to the Buyer, then the Seller and the Buyer shall jointly engage the firm of Gxxxx Xxxxxxxx LLP (the “Arbitration Firm”) to resolve such dispute. Within five (5) days after the Arbitration Firm is appointed, the Buyer shall forward a copy of the Closing Date Statement to the Arbitration Firm, and the Seller shall forward a copy of the Dispute Notice to the Arbitration Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement and the Arbitration Firm shall not make any other determination, including any determination as be subject to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Arbitration Firm shall not assign a value to any item greater than the greatest value for such item claimed by the Seller or the Buyer or less than the smallest value for such item claimed by the Seller or the Buyer appeal and shall be limited deemed to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller have been accepted by Buyer and the Buyer) based solely on presentations and supporting material provided by the Parties and not pursuant Sellers, subject only to any independent review. In resolving such objections, the Arbitration Firm shall apply the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts set forth in the Closing Date Statement. The Arbitration Firm shall deliver to the Seller and the Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Seller and the Buyer) of the disputed items submitted to the Arbitration Firm within thirty (30) days of receipt of such disputed items. The determination by the Arbitration Firm of the disputed amounts and the Purchase Price shall be conclusive and binding on the Parties, absent manifest error. The Arbitration Firm shall act as an expert and not an arbitrator. The fees and expenses of the Arbitration Audit Firm for such determination shall be borne by the SellerBuyer, on the one hand, and the Buyerby Sellers, on the other hand, in inverse proportion to the manner in which such Person prevails as they may prevail on the items matters resolved by the Arbitration Audit Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be computed determined by the Arbitration Audit Firm at the time the Audit Firm renders its determination on the merits of the items in dispute is rendered. For example, should the items in dispute total in amount matters submitted to one thousand dollars ($1,000.00) and the Arbitration Firm awards six hundred dollars ($600.00) in favor of the Seller’s position, sixty percent (60%) of the costs and expenses of the Arbitration Firm would be borne by the Buyer and forty percent (40%) would be borne by the Seller. The Purchase Price, as finally determined pursuant to this Section 2.05(c), shall be referred to herein as the “Final Purchase Priceit.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Final Purchase Price, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available funds. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. Within sixty (i) If the Seller objects to the Buyer’s calculation of the Closing Date Net Working Capital, the Working Capital Increase or the Working Capital Decrease, as the case may be, or the resulting calculation of the Purchase Price, as set forth in the Closing Date Statement, then, within thirty (3060) days after the delivery to the following receipt by Seller of the Final Closing Date Statement (the “Review Dispute Period”), the Seller shall deliver to the Buyer a written notice (a “Dispute Notice”) describing, in reasonable detailto Buyer of any disagreement Seller has with respect to the preparation or content of the Final Closing Statement. Notwithstanding anything herein to the contrary, the Seller’s objections timeline for Seller to provide the Buyer’s calculation of the amounts set forth Dispute Notice shall be extended on a day-for-day basis in the Closing Date Statement and containing a statement setting forth the calculation case of the Closing Date Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price, any undue material delay by Buyer in each case, determined providing Seller access to materials reasonably requested by the Seller to be correct and calculated pursuant to Section 2.3(d) if such material delay actually and materially impairs Seller from delivering a Dispute Notice within the Accounting PrinciplesDispute Period. If the Seller does not deliver provide Buyer with a Dispute Notice related to the Buyer during Final Closing Statement within the Review Dispute Period, then the Buyer’s calculation of the amounts set forth in the such Final Closing Date Statement shall will be final, conclusive and binding and conclusive on the Parties. (ii) If . In the event Seller delivers provides Buyer with a Dispute Notice, and if the Buyer and the Seller are unable shall negotiate in good faith to agree upon the calculation of the amounts set forth resolve any disagreements related thereto. If Buyer and Seller, notwithstanding such good faith effort, fail to resolve any disagreement contained in the Closing Date Statement Dispute Notice within fifteen thirty (1530) days after Seller provides Buyer with such Dispute Notice is delivered to the BuyerNotice, then the Buyer and Seller jointly shall engage and the Buyer shall jointly engage the instruct a nationally recognized firm of Gxxxx Xxxxxxxx LLP independent accountants as may be mutually acceptable to Buyer and Seller (the “Arbitration Accounting Firm”) to resolve any such disputeunresolved disagreement(s). Within five Seller and Buyer shall jointly instruct the Accounting Firm that it (5i) shall review only the unresolved disagreements contained in the Dispute Notice, (ii) shall make its determination based upon the terms and conditions set forth in this Section 2.3, Exhibit B and the defined terms contained herein, (iii) shall render its decision within sixty (60) days after the Arbitration Firm is appointed, the Buyer shall forward a copy referral of the Closing Date Statement dispute to the Arbitration FirmAccounting Firm for a decision pursuant hereto, and or such longer time period as mutually agreed to by the Seller shall forward a copy of the Dispute Notice to the Arbitration FirmParties, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement and the Arbitration Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Arbitration Firm (iv) shall not assign a value to any item greater than the greatest value for such item claimed by either Party in the Seller Final Closing Statement or the Buyer Dispute Notice or less than the smallest value for such item claimed by either Party in the Seller Final Closing Statement or the Dispute Notice, and (v) shall make its decision solely on written materials submitted by the Parties, including any responses to interrogatories issued by the Accounting Firm, and shall not conduct an independent review. As promptly as practicable following the Accounting Firm’s engagement, Bxxxx and Seller shall each prepare and submit a written presentation to the Accounting Firm. Within ten (10) Business Days following delivery of the presentations, Buyer and shall be limited Seller may each submit a written response to the selection of either other Party’s presentation. As soon as practicable thereafter, the Seller’s or the Buyer’s position on Accounting Firm shall render a disputed item (or a position in between the positions of the Seller and the Buyer) written decision based solely on the respective presentations setting forth in reasonable detail the basis for its decision. Neither Seller, Buyer nor the Company (and supporting material provided by the Parties and not pursuant to none of their respective representatives) shall have any independent review. In resolving such objections, the Arbitration Firm shall apply ex parte conversation(s) or meeting(s) with the Accounting Principles Firm without the prior consent of (x) with respect to Seller, Buyer and (y) with respect to Buyer or the provisions of this Agreement concerning the determination of the amounts set forth in the Closing Date StatementCompany, Seller. The Arbitration Firm shall deliver to the Seller and the Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Seller and the Buyer) of the disputed items submitted to the Arbitration Firm within thirty (30) days of receipt of such disputed items. The determination by the Arbitration Firm of the disputed amounts and the Purchase Price shall be conclusive and binding on the Partiesfees, absent manifest error. The Arbitration Firm shall act as an expert and not an arbitrator. The fees costs and expenses of the Arbitration Accounting Firm for such determination shall be allocated to and borne by the SellerBxxxx, on the one hand, and the BuyerSeller, on the other hand, in inverse proportion to the manner in which such Person prevails on the items resolved by the Arbitration Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values inverse of the amounts in dispute and shall be computed by percentage that the Arbitration Firm at Accounting Firm’s determination (before such allocation) bears to the time its determination total amount of the total items in dispute is renderedas originally submitted to the Accounting Firm. For example, should the items in dispute total in amount to one thousand dollars ($1,000.00) 1,000 and the Arbitration Accounting Firm awards six hundred dollars ($600.00) 600 in favor of the SellerBxxxx’s position, sixty percent (60%) of the costs and expenses of the Arbitration Firm its review would be borne by the Buyer Seller, and forty percent (40%) of the costs would be borne by Buyer. All determinations made by the Seller. The Purchase Price, as finally determined pursuant to this Section 2.05(c), Accounting Firm shall be referred to herein as final, conclusive and binding on the “Final Purchase Price.” (iii) If Parties. Judgment may be entered upon the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced. The process set forth in this Section 2.3(c) shall be the exclusive remedy of the Parties for any disputes related to items required to be reflected on the Final Purchase Price, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller all amounts then held Closing Statement or included in the Adjustment Escrow Account in accordance with the Escrow Agreementcalculation of Net Working Capital, in each case by wire transfer of immediately available funds in accordance with the Wire InstructionsClosing Cash Balance, Company Debt and Selling Expenses. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available funds. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. Within 45 days following receipt by the Shareholders’ Representative of the Post-Closing Statement, if the Shareholders’ Representative plans to dispute the preparation or content of the Post-Closing Statement, then the Shareholders’ Representative will deliver written notice to Parent of such dispute, setting forth in reasonable detail the particulars and amounts of such dispute, including the basis therefor (i) the “Objection Statement”). If the Seller objects Shareholders’ Representative does not deliver the Objection Statement to Parent within such 45-day period, then such Post-Closing Statement will be deemed to be final, conclusive and binding on Parent and the Buyer’s calculation of Former Holders. If the Closing Date Net Working CapitalShareholders’ Representative does deliver the Objection Statement to Parent within such 45-day period, the Working Capital Increase respective representatives of Parent and the Shareholders’ Representative shall meet and negotiate in good faith to resolve such dispute. Any item or the Working Capital Decrease, amount as the case may be, or the resulting calculation of the Purchase Price, as set forth to which no dispute is raised in the Closing Date StatementObjection Statement will be deemed to be final, thenconclusive and binding on Parent and the Former Holders. If the respective representatives of Parent and the Shareholders’ Representative, notwithstanding such good faith effort, fail to resolve such dispute within thirty (30) 15 days after the delivery to by the Seller Shareholders’ Representative of the Closing Date Objection Statement to Parent, then Parent and the Shareholders’ Representative shall engage KPMG LLP (the “Review Period”)or, the Seller shall deliver to the Buyer a written notice (a “Dispute Notice”) describingif KPMG LLP does not so qualify, in reasonable detailsuch other independent, the Seller’s objections to the Buyer’s calculation nationally recognized, certified public accounting firm with no existing or prior conflicting relationship with any of the amounts set forth in the Closing Date Statement and containing a statement setting forth the calculation of the Closing Date Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price, in each case, determined by the Seller to be correct and calculated pursuant to the Accounting Principles. If the Seller does not deliver a Dispute Notice to the Buyer during the Review Period, then the Buyer’s calculation of the amounts set forth in the Closing Date Statement shall be binding and conclusive on the Parties. (iiparties) If the Seller delivers a Dispute Notice, and if the Buyer and the Seller are unable to agree upon the calculation of the amounts set forth in the Closing Date Statement within fifteen (15) days after such Dispute Notice is delivered to the Buyer, then the Seller and the Buyer shall jointly engage the firm of Gxxxx Xxxxxxxx LLP (the “Arbitration Firm”) to resolve such dispute. Within five (5) days after As promptly as practicable thereafter, Parent and the Arbitration Firm is appointed, Shareholders’ Representative shall each prepare and submit a written presentation solely with respect to the Buyer shall forward a copy of the Closing Date Statement amounts that remain in dispute to the Arbitration Firm. As soon as practicable thereafter, Parent and the Seller Shareholders’ Representative shall forward a copy cause the Arbitration Firm to choose Parent’s or the Shareholders’ Representative’s position based solely upon the written presentations submitted by Parent and the Shareholders’ Representative and the definitions and other applicable provisions of this Agreement. There shall be no ex parte communications between either Parent or the Dispute Notice to Shareholders’ Representative and the Arbitration Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement and the Arbitration Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Arbitration Firm shall not assign a value to any item greater than the greatest value for such item claimed by the Seller or the Buyer or less than the smallest value for such item claimed by the Seller or the Buyer and shall be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller and the Buyer) based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review. In resolving such objections, the Arbitration Firm shall apply the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts set forth in the Closing Date Statement. The Arbitration Firm shall deliver to the Seller and the Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Seller and the Buyer) of the disputed items submitted to the Arbitration Firm within thirty (30) days of receipt of such disputed items. The determination All determinations made by the Arbitration Firm of the disputed amounts and the Purchase Price shall will be final, conclusive and binding on the Partiesparties, absent fraud or manifest error. The Arbitration Firm Parent and the Former Holders shall act as an expert and not an arbitrator. The share the fees and expenses of the Arbitration Firm for such determination shall be borne by the Seller, on the one hand, and the Buyer, on the other hand, in inverse proportion to the manner relative amounts subject to the Objection Statement that are determined in favor of such party, in accordance with the following formulas: (i) Parent shall pay a portion of such fees and expenses equal to the total fees and expenses multiplied by a fraction, the numerator of which such Person prevails on is the items dollar amount subject to the Objection Statement resolved by the Arbitration Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be computed by the Arbitration Firm at the time its determination of the items in dispute is rendered. For example, should the items in dispute total in amount to one thousand dollars ($1,000.00) and the Arbitration Firm awards six hundred dollars ($600.00) in favor of the Seller’s position, sixty percent (60%) of the costs and expenses of the Arbitration Firm would be borne by the Buyer and forty percent (40%) would be borne by the Seller. The Purchase Price, as finally determined pursuant to this Section 2.05(c), shall be referred to herein as the “Final Purchase Price.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Final Purchase Price, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance with the Wire Instructions Shareholders’ Representative and the Buyer and denominator of which is the Seller shall jointly instruct the Escrow Agent to release total dollar amount subject to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, Objection Statement and (xii) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller Former Holders shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit fees and expenses equal to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amounttotal fees and expenses multiplied by a fraction, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made numerator of which is the dollar amount subject to the Buyer shall be made by wire transfer Objection Statement resolved in favor of immediately available funds Parent and the denominator of which is the total dollar amount subject to the account designated by the BuyerObjection Statement; provided, thathowever, in the event that the Buyer elects to have all or a any portion of the Escrow Deficit satisfied from Arbitration Firm’s fees and expenses that are the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days responsibility of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available funds. Former Holders shall (vA) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination first be paid out of the Final Purchase PriceShareholders’ Representative Expense Account and (B) then, only after the Buyer Shareholders’ Representative Expense Account has been fully exhausted or released, each Former Holder shall pay its respective Allocable Share of such balance of fees and expenses; provided, that no Former Holder shall be liable for any amounts in excess of the amounts actually received by such Former Holder pursuant to this Agreement. Parent and the Seller Former Holders shall jointly instruct each be responsible for paying the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount fees and expenses of their own respective attorneys, accountants and other representatives in accordance connection with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire InstructionsObjection Statement.

Dispute. (i) If In the Seller objects to the Buyer’s calculation event a party hereto receives a Notice of the Closing Date Net Working CapitalTermination, the Working Capital Increase or the Working Capital Decrease, as the case may be, or the resulting calculation of the Purchase Price, as set forth in the Closing Date Statement, then, such party within thirty (30) days after the delivery to the Seller of the Closing Date Statement (the “Review Period”), the Seller shall deliver to the Buyer a written notice (a “Dispute Notice”) describing, in reasonable detail, the Seller’s objections to the Buyer’s calculation of the amounts set forth in the Closing Date Statement and containing a statement setting forth the calculation of the Closing Date Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price, in each case, determined by the Seller to be correct and calculated pursuant to the Accounting Principles. If the Seller does not deliver a Dispute Notice to the Buyer during the Review Period, then the Buyer’s calculation of the amounts set forth in the Closing Date Statement shall be binding and conclusive on the Parties. (ii) If the Seller delivers a Dispute Notice, and if the Buyer and the Seller are unable to agree upon the calculation of the amounts set forth in the Closing Date Statement within fifteen (15) days after such Dispute Notice is delivered to the Buyer, then the Seller and the Buyer shall jointly engage the firm of Gxxxx Xxxxxxxx LLP (the “Arbitration Firm”) to resolve such dispute. Within five (5) days after the Arbitration Firm is appointed, the Buyer shall forward a copy of the Closing Date Statement receipt thereof may notify the party sending the Notice of Termination that a Dispute exists; provided however that in the event of a cure period such five (5) day period shall commence at the end of such cure period. In particular and subject to the Arbitration Firm, and the Seller shall forward a copy of the Dispute Notice to the Arbitration Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement and the Arbitration Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Arbitration Firm shall not assign a value to any item greater than the greatest value for such item claimed by the Seller or the Buyer or less than the smallest value for such item claimed by the Seller or the Buyer and shall be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller and the Buyer) based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review. In resolving such objections, the Arbitration Firm shall apply the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts cure period provision set forth in the Closing Date Statementfirst sentence hereof, the Executive shall have five (5) days from the receipt of Notice of Termination to challenge whether or not Good Cause or Disability existed by notifying the Company that he is submitting the Dispute to arbitration pursuant to Section 9. The Arbitration Firm Company shall deliver to the Seller and the Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Seller and the Buyer) of the disputed items submitted to the Arbitration Firm within have thirty (30) days of days, subject to the cure period provision set forth in the first sentence hereof, from the receipt of such disputed itemsa Notice of Termination to challenge whether or not Good Reason existed by notifying the Executive that it is submitting the Dispute to arbitration pursuant to Section 9. The determination In the event the Panel appointed pursuant to Section 9 determines that the purported termination by the Arbitration Firm Company for Good Cause or Disability or by the Executive for Good Reason was in fact without Good Cause or no Disability was present or for Good Reason if by the Executive, the Executive shall retain all compensation paid to him during the Dispute and be entitled to applicable severance benefits under Section 8. If a Dispute exists, and so long as the Term would not have expired but for the purported termination and so long as he continues to participate in the prompt resolution of the disputed amounts and Dispute the Purchase Price Executive shall be conclusive and binding on the Parties, absent manifest error. The Arbitration Firm shall act entitled to receive her Base Salary Amount as an expert and not an arbitrator. The fees and expenses provided under this Agreement pending resolution of the Arbitration Firm for such determination Dispute as provided herein. In the event the Executive prevails in the Dispute, then he shall be borne by the Seller, on the one hand, and the Buyer, on the other hand, in inverse proportion entitled to the manner in receive any amounts to which such Person prevails on the items resolved by the Arbitration Firm, which proportionate allocation shall he may be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be computed by the Arbitration Firm at the time its determination of the items in dispute is rendered. For example, should the items in dispute total in amount to one thousand dollars ($1,000.00) and the Arbitration Firm awards six hundred dollars ($600.00) in favor of the Seller’s position, sixty percent (60%) of the costs and expenses of the Arbitration Firm would be borne by the Buyer and forty percent (40%) would be borne by the Seller. The Purchase Price, as finally determined pursuant to this Section 2.05(c), shall be referred to herein as the “Final Purchase Priceentitled hereunder.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Final Purchase Price, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available funds. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. (i) If the Seller objects Stockholders’ Representative timely provides a Dispute Notice (or pursuant to the Buyer’s calculation of the Closing Date Net Working CapitalSection 2.05(b), an “Earn Out Dispute Notice” (as defined therein)) to Parent, the Working Capital Increase or representatives of Parent and the Working Capital Decrease, as the case may be, or the resulting calculation of the Purchase Price, as set forth in the Closing Date Statement, thenStockholders’ Representative shall, within thirty (30) days after following the delivery to the Seller date of the Closing Date Statement Dispute Notice or Earn Out Dispute Notice (the “Review Dispute Resolution Period”), the Seller shall deliver attempt in good faith to the Buyer a written notice (a “Dispute Notice”) describing, in reasonable detail, the Seller’s objections to the Buyer’s calculation of the amounts set forth in the Closing Date Statement resolve their differences and containing a statement setting forth the calculation of the Closing Date Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price, in each case, determined any resolution by them that is agreed by the Seller to be correct and calculated pursuant to the Accounting Principles. If the Seller does not deliver a Dispute Notice to the Buyer during the Review Period, then the Buyer’s calculation of the amounts set forth parties in the Closing Date Statement writing shall be final, binding and conclusive on conclusive. In connection with any such dispute, each party will cooperate with the Parties. (ii) If the Seller delivers a Dispute Notice, and if the Buyer and the Seller are unable other party to agree upon the calculation of the amounts set forth in the Closing Date Statement within fifteen (15) days after such Dispute Notice is delivered to the Buyer, then the Seller and the Buyer shall jointly engage the firm of Gxxxx Xxxxxxxx LLP (the “Arbitration Firm”) attempt to resolve such dispute. Within five (5) days after the Arbitration Firm is appointed, the Buyer shall forward a copy of the Closing Date Statement including making available to such other parties personnel, books and records, material and other information reasonably requested for making determinations as to the Arbitration Firm, dispute and related computations. If at the Seller shall forward a copy conclusion of the Dispute Notice to the Arbitration FirmResolution Period there are amounts still remaining in dispute (“Disputed Amounts”), together with, then all amounts remaining in each case, all relevant supporting documentation. The Arbitration Firm’s role dispute shall be limited submitted for resolution to resolving such objections a recognizable, reputable and determining impartial certified public accounting firm that is mutually acceptable to Parent and the correct calculations to be used on only Stockholders’ Representative (the disputed portions “Neutral Firm”). If Parent and the Stockholders’ Representative cannot agree upon a Neutral Firm within ten (10) days, a mediator selected by JAMS at the request of the Closing Date Statement parties shall choose a recognized, reputable, and impartial certified public accounting firm to act as the Arbitration Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correctNeutral Firm. The Arbitration Firm shall not assign a value to any item greater than the greatest value for such item claimed by the Seller or the Buyer or less than the smallest value for such item claimed by the Seller or the Buyer and shall be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller and the Buyer) based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review. In resolving such objections, the Arbitration Firm shall apply the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts set forth in the Closing Date Statement. The Arbitration Firm shall deliver to the Seller and the Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Seller and the Buyer) of the disputed items submitted to the Arbitration Firm within Within thirty (30) days of receipt of from the date such disputed items. The Neutral Firm is retained, the Neutral Firm shall resolve the amounts remaining in dispute between the parties and shall deliver its determination by the Arbitration Firm of the disputed amounts remaining in dispute, including a determination of any and all adjustments related thereto, in writing to Parent and the Purchase Price Stockholders’ Representative, which determination shall be conclusive final, binding and binding on the Parties, absent manifest error. The Arbitration Firm shall act as an expert and not an arbitratorconclusive. The fees and expenses of the Arbitration Neutral Firm for such determination shall be borne by the Seller, on the one hand, Parent and the BuyerStockholders’ Representative pro rata, on the other hand, in inverse proportion such that Parent shall be responsible for a percentage of such fees and expenses that is equal to the manner percentage of the Disputed Amounts that the Neutral Firm determines should be included in which such Person prevails on the items resolved by Closing Working Capital Amount or calculation of EBITDA and the Arbitration Firm, which proportionate allocation Stockholders’ Representative shall be calculated on an aggregate basis based on responsible for a percentage of such fees and expenses that is equal to the relative dollar values percentage of the amounts Disputed Amounts that the Neutral Firm determines should not be included in the Closing Working Capital Amount or calculation of EBITDA. Notwithstanding any other provision of this Agreement, any portion of any payment due hereunder which is not in dispute and shall be computed by paid to the Arbitration Firm at the time its determination of the items in dispute is rendered. For example, should the items in dispute total in amount to one thousand dollars ($1,000.00) and the Arbitration Firm awards six hundred dollars ($600.00) in favor of the Seller’s position, sixty percent (60%) of the costs and expenses of the Arbitration Firm would be borne by the Buyer and forty percent (40%) would be borne by the Seller. The Purchase Price, as finally determined pursuant to this Section 2.05(c), shall be referred to herein as the “Final Purchase Price.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Final Purchase Price, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds Company Stockholders in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow terms of this Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available funds. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. Within thirty (i30) If days following receipt by the Seller objects Representative of the Working Capital Statement, the Seller Representative shall either inform Buyer in writing that the Working Capital Statement is acceptable or deliver written notice to Buyer of any dispute the Seller Representative has with respect to the Buyer’s Working Capital Statement, which written notice shall describe in reasonable detail the items contained in the Working Capital Statement that the Seller Representative disputes and the basis for any such disputes and his calculation of the Closing Date Net Working Capital, . If the Seller Representative does not notify Buyer of a dispute with respect to any items contained in the Working Capital Increase or Statement within such thirty (30) day period, such Working Capital Statement and the Working Capital Decreaseshall be final, as conclusive and binding on the case may beparties. In the event of such notification of a dispute, Buyer and the Seller shall negotiate in good faith to resolve any such dispute. If Buyer and the Seller Representative, notwithstanding such good faith effort, fail to resolve such dispute with respect to one or the resulting calculation of the Purchase Price, as set forth in the Closing Date Statement, then, more items within thirty (30) days after the delivery to Seller Representative advises Buyer of its objections, then the items raised in the Seller of the Closing Date Statement Representative’s dispute notice that remain in dispute (the “Review PeriodRemaining Disputed Items”) shall be submitted to BDO USA LLP, or if BDO USA LLP is unwilling or unable to serve in such capacity, such other accounting firm as shall be mutually agreed upon by the parties (such accountant, the “Settlement Accountant”), who, acting as an expert and not as an arbitrator, shall resolve the Seller shall deliver to the Buyer a written notice (a “Dispute Notice”) describing, in reasonable detail, the Seller’s objections to the Buyer’s calculation of the amounts set forth in the Closing Date Statement and containing a statement setting forth the calculation of the Closing Date Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price, in each case, determined by the Seller to be correct and calculated pursuant to the Accounting PrinciplesRemaining Disputed Items. If the Seller does not deliver a Dispute Notice to the Buyer during the Review Period, then the Buyer’s calculation of the amounts set forth in the Closing Date Statement shall be binding and conclusive on the Parties. (ii) If the Seller delivers a Dispute Notice, and if the Buyer and the Seller parties are unable to agree upon the calculation selection of the amounts set forth in the Closing Date Statement Settlement Accountant within fifteen (15) days after such Dispute Notice is delivered to the Buyer, then the Seller and the Buyer shall jointly engage the firm of Gxxxx Xxxxxxxx LLP (the “Arbitration Firm”) to resolve such dispute. Within five (5) days Business Days after the Arbitration Firm is appointed, the Buyer shall forward a copy expiration of the Closing Date Statement to the Arbitration Firm, and the Seller shall forward a copy of the Dispute Notice to the Arbitration Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement and the Arbitration Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Arbitration Firm shall not assign a value to any item greater than the greatest value for such item claimed by the Seller or the Buyer or less than the smallest value for such item claimed by the Seller or the Buyer and shall be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller and the Buyer) based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review. In resolving such objections, the Arbitration Firm shall apply the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts set forth in the Closing Date Statement. The Arbitration Firm shall deliver to the Seller and the Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Seller and the Buyer) of the disputed items submitted to the Arbitration Firm within thirty (30) days of receipt of such disputed itemsday period, the Settlement Accountant shall be appointed by the American Arbitration Association. The determination by the Arbitration Firm of the disputed amounts and the Purchase Price shall be conclusive and binding on the Parties, absent manifest error. The Arbitration Firm Settlement Accountant shall act as an expert and not as an arbitrator. Prior to its engagement, the Settlement Accountant shall agree in writing to resolve the Remaining Disputed Items, but no others, in accordance with the provisions of this Section 2.4 and based upon a review of the parties’ positions and thereby establish the Closing Working Capital. The fees Settlement Accountant shall make such determination within forty-five (45) days following the submission of the matter to the Settlement Accountant for resolution, and such determinations shall be final, conclusive and binding on the parties absent fraud or arithmetic error. In the event any dispute is submitted to the Settlement Accountant for resolution as provided in this Section 2.4(b), the fees, charges and expenses of the Arbitration Firm for such determination Settlement Accountant shall be borne paid (i) one-half by the Seller, on the one hand, and the Buyer, on the other hand, in inverse proportion to the manner in which such Person prevails on the items resolved by the Arbitration Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be computed by the Arbitration Firm at the time its determination of the items in dispute is rendered. For example, should the items in dispute total in amount to one thousand dollars ($1,000.00) and the Arbitration Firm awards six hundred dollars ($600.00) in favor of the Seller’s position, sixty percent (60%) of the costs and expenses of the Arbitration Firm would be borne by the Buyer and forty percent (40%) would be borne by the Seller. The Purchase Price, as finally determined pursuant to this Section 2.05(c), shall be referred to herein as the “Final Purchase Price.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Final Purchase Price, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (xii) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the one-half by Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available funds. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. (i) If the Seller objects to the Buyer’s calculation of the Closing Date Net Working Capital, the Working Capital Increase or the Working Capital Decrease, as the case may be, or the resulting calculation of the Purchase Price, as set forth in the Closing Date Statement, then, within thirty (30) days after the delivery to the No later than six Business Days following receipt by Seller of the Closing Date Asset Statement (the “Review PeriodObjection Deadline Date”), the Seller shall deliver written notice to Buyer of any dispute Seller has with respect to the Buyer a written notice (a “Dispute Notice”) describing, in reasonable detail, the Seller’s objections to the Buyer’s calculation preparation or content of the amounts set forth in statement (the Closing Date Statement and containing a statement setting forth the calculation “Notice of the Closing Date Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price, in each case, determined by the Seller to be correct and calculated pursuant to the Accounting PrinciplesDispute”). If the Seller does not deliver to Buyer the Notice of Dispute by the Objection Deadline Date, the Asset Statement will be final, conclusive, and binding on the parties to this Agreement and Buyer and Seller shall promptly prepare and deliver to Escrow Agent a Dispute Notice joint written instruction instructing the Escrow Agent to pay Seller the Interim Payment from the Escrow Funds. Seller and Buyer during shall negotiate in good faith to resolve the Review Period, then the Buyer’s calculation of the amounts set forth matters specifically identified in the Closing Date Statement shall be binding Notice of Dispute. If Seller and conclusive on the Parties. (ii) If the Buyer, notwithstanding such good faith effort, fail to resolve such disputed matters within 15 days after Seller delivers a the Notice of Dispute Notice, and if the Buyer and the Seller are unable to agree upon the calculation of the amounts set forth in the Closing Date Statement within fifteen (15) days after such Dispute Notice is delivered to the Buyer, then the Seller and the Buyer shall jointly engage the a mutually agreed financial services firm of Gxxxx Xxxxxxxx LLP (the “Arbitration Firm”) to resolve such disputeremaining items (the “Unresolved Disputes”). Within five (5) days after As promptly as practicable thereafter, Seller and Buyer shall each prepare and submit a presentation to the Arbitration Firm is appointed, the Buyer shall forward a copy of the Closing Date Statement with respect to the Arbitration Firm, and the Seller shall forward a copy of the Dispute Notice to the Arbitration Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement and the Arbitration Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correctUnresolved Disputes. The Arbitration Firm shall not assign be instructed to resolve the Unresolved Disputes and make a value to any item greater than the greatest value for such item claimed by the Seller or the Buyer or less than the smallest value for such item claimed by the Seller or the Buyer and shall be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller and the Buyer) based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review. In resolving such objections, the Arbitration Firm shall apply the Accounting Principles and the provisions of this Agreement concerning the final determination of the amounts set forth in Assets and any Interim Payment due, based upon the Closing Date Statementresolution of the Unresolved Disputes, and not to otherwise investigate such matters independently. The Arbitration Firm shall deliver be instructed (i) not to make any determination for an amount outside the range of the amounts disputed by Seller and Buyer, and (ii) to make a final determination within 30 days from the Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely date on information provided which the Unresolved Disputes were submitted to the Arbitration Firm Firm. The final determination by the Arbitration Firm shall be final, conclusive, and binding, and Buyer and Seller shall deliver a joint written instruction to the Escrow Agent setting forth the settlement and instructing the Escrow Agent to pay Seller from the Escrow Funds in accordance with such final determination. The fees and disbursements of the Arbitration Firm shall be allocated between Seller and Buyer in the Buyer) same proportion as the ratio of the disputed items aggregate amount of the Unresolved Disputes so submitted to the Arbitration Firm within thirty that are unsuccessfully disputed by each such party (30) days of receipt of such disputed items. The determination by the Arbitration Firm of the disputed amounts and the Purchase Price shall be conclusive and binding on the Parties, absent manifest error. The Arbitration Firm shall act as an expert and not an arbitrator. The fees and expenses of the Arbitration Firm for such determination shall be borne by the Seller, on the one hand, and the Buyer, on the other hand, in inverse proportion to the manner in which such Person prevails on the items resolved finally determined by the Arbitration Firm, which proportionate allocation shall be calculated on an ) to the aggregate basis based on the relative dollar values of the amounts in dispute and shall be computed by the Arbitration Firm at the time its determination of the items in dispute is rendered. For example, should the items in dispute total in amount to one thousand dollars ($1,000.00) and the Arbitration Firm awards six hundred dollars ($600.00) in favor of the Seller’s position, sixty percent (60%) of the costs and expenses of the Arbitration Firm would be borne by the Buyer and forty percent (40%) would be borne by the Seller. The Purchase Price, as finally determined pursuant to this Section 2.05(c), shall be referred to herein as the “Final Purchase Price.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Final Purchase Price, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire InstructionsUnresolved Disputes submitted. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available funds. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. Within thirty (i30) If days following receipt of a Closing Statement, the Seller objects receiving party thereof shall deliver to the Buyer’s delivering party thereof written notice if the receiving party disputes any calculation of the Closing Date Net Working Capital, the Working Capital Increase or the Working Capital Decrease, as the case may be, or the resulting calculation of the Purchase Price, as item set forth in such Closing Statement. If the receiving party does not so notify the delivering party of such a dispute with respect to such Closing Date StatementStatement within such thirty (30)-day period, thensuch Closing Statement will be final, conclusive and binding on the respective Parties and shall be deemed to set forth the final amounts for purposes of determining the applicable Closing Adjustment Amount. In the event of a notification of such dispute, the Party that delivered such Closing Statement and the Party that delivered the notification of such dispute (together, the “Disputing Parties”) shall negotiate in good faith to resolve such dispute. If the Disputing Parties, notwithstanding such good faith effort, fail to resolve such dispute within thirty (30) days after the delivery applicable notice of objection, then the Disputing Parties jointly shall engage Whitley Penn, LLP provided that if Whitley Penn, LLP is not willing or unable to accept such engagement, then the Seller of Disputing Parties shall jointly engage another nationally or regionally recognized accounting firm that is not presently providing and has not provided any Party or their respective Affiliates with services in the Closing Date Statement last two (2) years, as mutually agreed upon by the Disputing Parties (the “Review Period”), the Seller shall deliver to the Buyer a written notice (a “Dispute Notice”) describing, in reasonable detail, the Seller’s objections to the Buyer’s calculation of the amounts set forth in the Closing Date Statement and containing a statement setting forth the calculation of the Closing Date Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price, in each case, determined by the Seller to be correct and calculated pursuant to the Accounting Principles. If the Seller does not deliver a Dispute Notice to the Buyer during the Review Period, then the Buyer’s calculation of the amounts set forth in the Closing Date Statement shall be binding and conclusive on the Parties. (ii) If the Seller delivers a Dispute Notice, and if the Buyer and the Seller are unable to agree upon the calculation of the amounts set forth in the Closing Date Statement within fifteen (15) days after such Dispute Notice is delivered to the Buyer, then the Seller and the Buyer shall jointly engage the firm of Gxxxx Xxxxxxxx LLP (the “Arbitration Firm”) to resolve such dispute. Within five (5) days after the Arbitration Firm is appointedAs promptly as practicable thereafter, the Buyer Disputing Parties shall forward each prepare and submit a copy of the Closing Date Statement presentation to the Arbitration FirmAccounting Firm regarding those items (and only those items) reflected on the applicable Closing Statement that remain in dispute (the “Disputed Items”) and will instruct the Accounting Firm to, and the Seller shall forward Accounting Firm will, make a copy final determination of the Dispute Notice to the Arbitration Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections Disputed Items (and determining the correct calculations to be used on only the disputed portions of Disputed Items) in accordance with the Closing Date Statement guidelines, procedures and definitions set forth in this Agreement. In resolving any Disputed Item, the Arbitration Accounting Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Arbitration Firm shall may not assign a value to any item greater than the greatest value for such item claimed by the Seller or the Buyer either party or less than the smallest value for such item claimed by either party. The Disputing Parties will also instruct the Seller or the Buyer and shall be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller Accounting Firm to, and the Buyer) Accounting Firm will, make its determination based solely on presentations and supporting material provided by the Disputing Parties that are in accordance with the guidelines, procedures and not pursuant to any independent review. In resolving such objections, the Arbitration Firm shall apply the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts definitions set forth in this Agreement (i.e., not on the Closing Date Statementbasis of an independent review). The Arbitration Disputing Parties will cooperate with the Accounting Firm shall deliver during the term of its engagement and use their respective commercially reasonable efforts to cause the Seller and the Buyer a written determination (Accounting Firm to resolve such determination to include a work sheet setting forth all material calculations used dispute as soon as practicable, but in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Seller and the Buyer) of the disputed items submitted to the Arbitration Firm any event within thirty (30) days after the date on which the Disputed Items are submitted to the Accounting Firm. Except as the Disputing Parties may otherwise agree, all communications between them or any of receipt of such disputed items. The determination by the Arbitration Firm of the disputed amounts and the Purchase Price shall be conclusive and binding on the Parties, absent manifest error. The Arbitration Firm shall act as an expert and not an arbitrator. The fees and expenses of the Arbitration Firm for such determination shall be borne by the Sellertheir respective representatives, on the one hand, and the BuyerAccounting Firm, on the other hand, will be in inverse proportion writing with copies simultaneously delivered to the manner in which such Person prevails other Disputing Party. The Accounting Firm’s determination will, absent manifest error, be final and binding on the items resolved Disputing Parties and upon which a judgment may be entered by the Arbitration Firma court having jurisdiction pursuant to Section 10.05, which proportionate allocation and will not be subject to court review or otherwise appealable. The applicable Closing Statement shall be calculated on an aggregate basis based on revised as appropriate to reflect the relative dollar values resolution of the amounts in dispute and any objections thereto pursuant to this subsection (c) and, as so revised, such Closing Statement shall be computed by deemed to set forth the Arbitration Firm at final applicable Closing Adjustment Amount for all purposes hereunder. Each Disputing Party will bear its own legal, accounting and other fees and expenses of participating in the time its determination of the items dispute resolution procedure set forth in dispute is renderedthis subsection (c). For example, should the items in dispute total in amount to one thousand dollars ($1,000.00) and the Arbitration Firm awards six hundred dollars ($600.00) in favor of the Seller’s position, sixty percent (60%) of the costs The fees and expenses of the Arbitration Accounting Firm would will be borne by each Disputing Party in the Buyer and forty percent proportion that the aggregate dollar amount of Disputed Items submitted thereto for resolution that are unsuccessfully disputed by such Disputing Party (40%) would be borne by the Seller. The Purchase Price, as finally determined pursuant to this Section 2.05(c), shall be referred to herein as by the “Final Purchase Price.” (iiiAccounting Firm) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Final Purchase Price, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release bears to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the aggregate dollar amount of such excesssubmitted Disputed Items. For the avoidance of doubt, Flogistix Holdings shall control Newco solely with respect to the “Purchase Price Decrease”), then delivery of the Buyer Xxxxx Closing Statement and the Seller shall jointly instruct the Escrow Agent to release Flowco Closing Statement and, to the Buyer from the Adjustment Escrow Account an amount equal extent Xxxxx Holdings or Flowco Production Solutions, as applicable, is a Disputing Party, shall control Newco solely with respect to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance resolution of any Disputed Items included in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease)Xxxxx Closing Statement or Flowco Closing Statement, or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available fundsas applicable. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. Within thirty (i30) If days following receipt by the Seller objects Representative of the Working Capital Statement, the Seller Representative shall either inform Buyer in writing that the Working Capital Statement is acceptable or deliver written notice to Buyer of any dispute the Seller Representative has with respect to the Buyer’s Working Capital Statement, which written notice shall describe in reasonable detail the items contained in the Working Capital Statement that the Seller Representative disputes and the basis for any such disputes and his calculation of the Closing Date Net Working Capital, . If the Seller Representative does not notify Buyer of a dispute with respect to the Working Capital Increase or Statement within such thirty (30) day period, such Working Capital Statement and the Working Capital Decreaseshall be final, as conclusive and binding on the case may beparties. In the event of such notification of a dispute, or Buyer and the resulting calculation of Seller Representative shall negotiate in good faith to resolve such dispute. If Buyer and the Purchase PriceSeller Representative, as set forth in the Closing Date Statementnotwithstanding such good faith effort, then, fail to resolve such dispute within thirty (30) days after the delivery to Seller Representative advises Buyer of its objections, then the items raised in the Seller of the Closing Date Statement Representative’s dispute notice that remain in dispute (the “Review PeriodRemaining Disputed Items”) shall be submitted to Cxxxx Hxxxxxx or, if Cxxxx Hxxxxxx is unwilling or unable to serve in such capacity, such other accounting firm as shall be mutually agreed upon by the parties (such accountant, the “Settlement Accountant”), who, acting as an expert and not as an arbitrator, shall resolve the Seller Remaining Disputed Items. Prior to its engagement, the Settlement Accountant shall deliver agree in writing to resolve the Buyer a written notice (a “Dispute Notice”) describingRemaining Disputed Items, but no others, in reasonable detail, accordance with the Seller’s objections to the Buyer’s calculation provisions of this Section 2.3 and review of the amounts set forth in parties’ positions and thereby establish the Closing Date Statement and containing a statement setting forth the calculation of the Closing Date Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price, in each case, determined by the Seller to be correct and calculated pursuant to the Accounting Principles. If the Seller does not deliver a Dispute Notice to the Buyer during the Review Period, then the Buyer’s calculation of the amounts set forth in the Closing Date Statement shall be binding and conclusive on the Parties. (ii) If the Seller delivers a Dispute Notice, and if the Buyer and the Seller parties are unable to agree upon the calculation selection of the amounts set forth in the Closing Date Statement within fifteen (15) days after such Dispute Notice is delivered to the Buyer, then the Seller and the Buyer shall jointly engage the firm of Gxxxx Xxxxxxxx LLP (the “Arbitration Firm”) to resolve such dispute. Within five (5) days after the Arbitration Firm is appointed, the Buyer shall forward a copy of the Closing Date Statement to the Arbitration Firm, and the Seller shall forward a copy of the Dispute Notice to the Arbitration Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement and the Arbitration Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Arbitration Firm shall not assign a value to any item greater than the greatest value for such item claimed by the Seller or the Buyer or less than the smallest value for such item claimed by the Seller or the Buyer and shall be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller and the Buyer) based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review. In resolving such objections, the Arbitration Firm shall apply the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts set forth in the Closing Date Statement. The Arbitration Firm shall deliver to the Seller and the Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Seller and the Buyer) of the disputed items submitted to the Arbitration Firm within thirty (30) days of receipt of such disputed items. The determination by the Arbitration Firm of the disputed amounts and the Purchase Price shall be conclusive and binding on the Parties, absent manifest error. The Arbitration Firm shall act as an expert and not an arbitrator. The fees and expenses of the Arbitration Firm for such determination shall be borne by the Seller, on the one hand, and the Buyer, on the other hand, in inverse proportion to the manner in which such Person prevails on the items resolved by the Arbitration Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be computed by the Arbitration Firm at the time its determination of the items in dispute is rendered. For example, should the items in dispute total in amount to one thousand dollars ($1,000.00) and the Arbitration Firm awards six hundred dollars ($600.00) in favor of the Seller’s position, sixty percent (60%) of the costs and expenses of the Arbitration Firm would be borne by the Buyer and forty percent (40%) would be borne by the Seller. The Purchase Price, as finally determined pursuant to this Section 2.05(c), shall be referred to herein as the “Final Purchase Price.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, Settlement Accountant within five (5) Business Days after expiration of such thirty (30) day period, the Settlement Accountant shall be appointed by the American Arbitration Association. The Settlement Accountant shall make such determination within forty-five (45) days following the final determination submission of the Final Purchase Pricematter to the Settlement Accountant for resolution, pay and such determination shall be final, conclusive and binding on the Seller parties absent fraud or arithmetic error. In the Purchase Price Increaseevent any dispute is submitted to the Settlement Accountant for resolution as provided in this Section 2.3(b), the fees, charges and expenses of the Settlement Accountant shall be paid (i) one-half by wire transfer of immediately available funds in accordance with the Wire Instructions Companies and the Buyer Stockholders, jointly and the Seller shall jointly instruct the Escrow Agent to release to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decreaseseverally, and (xii) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the one-half by Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available funds. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. (i) If the Seller objects to the Buyer’s calculation of the Closing Date Net Working Capital, shall review the Working Capital Increase or Statement, and within thirty (30) days following its receipt of the Working Capital DecreaseStatement, as shall deliver written notice to Buyer of any dispute it has with respect to the case may be, preparation or the resulting calculation content of the Purchase PriceWorking Capital Statement, as set setting forth in such written notice Seller’s objections to the Closing Date StatementWorking Capital Statement with particularity and the specific changes or adjustments which Seller claims are required to be made thereto. If Seller does not notify Buyer of a dispute with respect to the Working Capital Statement within such thirty (30) day period, thensuch Working Capital Statement will be final, conclusive and binding on the parties and upon which a judgment may be entered by a court of competent jurisdiction. In the event of such notification of a dispute, Buyer and Seller shall negotiate in good faith to resolve such dispute. If Buyer and Seller, notwithstanding such good faith effort, fail to resolve such dispute within thirty (30) days after the delivery to the Seller advises Buyer of the Closing Date Statement (the “Review Period”), the Seller shall deliver to the Buyer a written notice (a “Dispute Notice”) describing, in reasonable detail, the Seller’s objections to the Buyer’s calculation of the amounts set forth in the Closing Date Statement and containing a statement setting forth the calculation of the Closing Date Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price, in each case, determined by the Seller to be correct and calculated pursuant to the Accounting Principles. If the Seller does not deliver a Dispute Notice to the Buyer during the Review Periodits objections, then the Buyer’s calculation of the amounts set forth in the Closing Date Statement shall be binding and conclusive on the Parties. (ii) If the Seller delivers a Dispute Notice, and if the Buyer and the Seller are unable to agree upon the calculation of the amounts set forth in the Closing Date Statement within fifteen (15) days after such Dispute Notice is delivered to the Buyer, then the Seller and the Buyer shall jointly engage the a mutually acceptable nationally reputable accounting firm of Gxxxx Xxxxxxxx LLP (the “Arbitration Firm”) to resolve such dispute. Within five (5) days after the Arbitration Firm is appointed, the Buyer shall forward a copy of the Closing Date Statement to the Arbitration Firm, and the Seller shall forward a copy of the Dispute Notice to the Arbitration Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement and the Arbitration Firm shall not make any other determination, including any determination As promptly as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Arbitration Firm shall not assign a value to any item greater than the greatest value for such item claimed by the Seller or the Buyer or less than the smallest value for such item claimed by the Seller or the Buyer and shall be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller and the Buyer) based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review. In resolving such objectionspracticable thereafter, the Arbitration Firm shall apply the Accounting Principles determine and the provisions of this Agreement concerning the determination of the amounts set forth report in the Closing Date Statement. The Arbitration Firm shall deliver writing to Buyer and Seller as to the Seller and the Buyer a written determination (such determination to include a work sheet setting forth resolution of all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Seller and the Buyer) of the disputed items matters submitted to the Arbitration Firm within thirty (30) days of receipt and the effect of such disputed itemsdeterminations on the Working Capital Statement, and such determinations shall be final, binding and conclusive as to Buyer and Seller and their respective affiliates and upon which a court of competent jurisdiction may enter a judgment. The determination by For purposes of complying with the terms set forth in this Section 3.3, each party shall cooperate with and make available to the other parties, their respective representatives, and the Arbitration Firm Firm, all information, records, data and working papers, and shall permit access to its facilities and personnel, as may be reasonably required in connection with the preparation and analysis of the disputed amounts Working Capital Statement and the Purchase Price shall be conclusive and binding on the Parties, absent manifest error. The Arbitration Firm shall act as an expert and not an arbitratorresolution of any disputes thereunder. The fees and expenses disbursements of the Arbitration Firm for such determination shall be borne by the Seller, on party that assigned an amount to Closing Working Capital furthest from the one hand, and the Buyer, on the other hand, in inverse proportion to the manner in which such Person prevails on the items resolved amount of Closing Working Capital finally determined by the Arbitration Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be computed by the Arbitration Firm at the time its determination of the items in dispute is rendered. For example, should the items in dispute total in amount to one thousand dollars ($1,000.00) and the Arbitration Firm awards six hundred dollars ($600.00) in favor of the Seller’s position, sixty percent (60%) of the costs and expenses of the Arbitration Firm would be borne by the Buyer and forty percent (40%) would be borne by the Seller. The Purchase Price, as finally determined pursuant to this Section 2.05(c), shall be referred to herein as the “Final Purchase Price.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Final Purchase Price, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available funds. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. Within sixty (i60) If days following receipt by the Seller objects to the Buyer’s calculation Sellers’ Representative of the Closing Date Net Working Capital, the Working Capital Increase or the Working Capital Decrease, as the case may be, or the resulting calculation of the Purchase Price, as set forth in the Closing Date Statement, thenthe Sellers’ Representative shall either inform the Buyer in writing that the Closing Date Statement is acceptable or deliver written notice (the “Seller Objection”) to the Buyer of any dispute the Sellers’ Representative, on behalf of the Sellers, has with respect to the preparation or content of the Closing Date Statement or the Final Net Book Value or the Final Transaction Expenses reflected therein. The Seller Objection must describe in reasonable detail the basis of the Seller Objection items contained in the Closing Date Statement that the Sellers’ Representative disputes and the basis for any such disputes. If the Sellers’ Representative does not notify the Buyer of a dispute with respect to the Closing Date Statement within such 60-day period, such Closing Date Statement and the Final Net Book Value or the Final Transaction Expenses reflected in the Closing Date Statement will be final, conclusive and binding on the parties. If the Sellers’ Representative delivers a Seller Objection within such 60-day period, any matters in such Closing Date Statement and the Final Net Book Value or the Final Transaction Expenses reflected in the Closing Date Statement that are not subject to such Seller Objection will be final, conclusive and binding on the parties. In the event a Seller Objection is delivered to the Buyer, the Buyer and the Sellers’ Representative shall negotiate in good faith to resolve such dispute within such 60-day period. If the Buyer and the Sellers’ Representative, notwithstanding such good faith effort, fail to resolve such dispute within thirty (30) days after the delivery to the Seller of the Closing Date Statement (the “Review Period”), the Seller shall deliver to Sellers’ Representative advises the Buyer a written notice (a “Dispute Notice”) describing, in reasonable detail, the Seller’s objections to the Buyer’s calculation of the amounts set forth in the Closing Date Statement and containing a statement setting forth the calculation of the Closing Date Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price, in each case, determined by the Seller to be correct and calculated pursuant to the Accounting Principles. If the Seller does not deliver a Dispute Notice to the Buyer during the Review Periodany objections, then the Buyer’s calculation of the amounts set forth in the Closing Date Statement shall be binding and conclusive on the Parties. (ii) If the Seller delivers a Dispute Notice, and if the Buyer and the Seller are unable Sellers’ Representative jointly shall engage KPMG US LLP, or such other nationally recognized firm of independent public accountants as to which the Sellers’ Representative and the Buyer mutually agree upon (the calculation of the amounts set forth in the Closing Date Statement within fifteen (15) days after “Neutral Accounting Firm”), and submit such Dispute Notice is delivered dispute to the Buyer, then the Seller Neutral Accounting Firm for arbitration in accordance with N.Y. CVP. LAW § 7501 et seq. The Sellers’ Representative and the Buyer shall jointly engage use commercially reasonable efforts to cause the firm of Gxxxx Xxxxxxxx LLP Neutral Accounting Firm to render a written decision resolving the matters submitted to the Neutral Accounting Firm within thirty (the “Arbitration Firm”) to resolve such dispute. Within five (530) days after the Arbitration Firm is appointed, the Buyer shall forward a copy of the Closing Date Statement to the Arbitration Firm, and the Seller shall forward a copy making of such submission. The scope of the Dispute Notice disputes to be resolved by the Arbitration Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role Neutral Accounting Firm shall be limited to resolving whether the items in dispute that were included in the Seller Objection were prepared in accordance with this Agreement and the Neutral Accounting Firm shall determine, on such objections basis, whether and determining the correct calculations to be used on only the disputed portions of what extent, the Closing Date Statement and the Arbitration Final Net Book Value or the Final Transaction Expenses reflected therein require adjustment. The Neutral Accounting Firm’s decision shall be based solely on written submissions by the Sellers’ Representative and the Buyer and their respective representatives and not by independent review. The Neutral Accounting Firm shall address only those items in dispute, shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Arbitration Firm shall and may not assign a value to any item greater than the greatest value for such any item in dispute claimed by the Seller any party or the Buyer or less smaller than the smallest value for such item claimed by the Seller or the Buyer and shall any party. Judgment may be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller and the Buyer) based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review. In resolving such objections, the Arbitration Firm shall apply the Accounting Principles and the provisions of this Agreement concerning entered upon the determination of the amounts set forth Neutral Accounting Firm in any court having jurisdiction over any party against which such determination is to be enforced. If the Closing Date Statement. The Arbitration Sellers’ Representative delivers a Seller Objection, the fees, costs and expenses of the Neutral Accounting Firm shall deliver be paid (i) by the Sellers if the items covered thereby are resolved in favor of the Buyer or (ii) by the Buyer if the items covered thereby are resolved in favor of the Sellers. If the items referred to therein are resolved in part in favor of the Seller Sellers and in part in favor of the Buyer, such fees, costs and expenses shall be shared by the Sellers and the Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided inverse proportion to the Arbitration Firm aggregate dollar amount of items resolved in favor of the Sellers compared to the aggregate dollar amount of items resolved in favor of the Buyer. Such allocation of fees, costs and expenses shall be determined by the Seller and the Buyer) of the disputed items submitted to the Arbitration Firm within thirty (30) days of receipt of such disputed itemsNeutral Accounting Firm. The determination All determinations made by the Arbitration Neutral Accounting Firm of the disputed amounts and the Purchase Price shall will be final, conclusive and binding on the Parties, absent manifest error. The Arbitration Firm shall act as an expert and not an arbitrator. The fees and expenses of the Arbitration Firm for such determination shall be borne by the Seller, on the one hand, and the Buyer, on the other hand, in inverse proportion to the manner in which such Person prevails on the items resolved by the Arbitration Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be computed by the Arbitration Firm at the time its determination of the items in dispute is rendered. For example, should the items in dispute total in amount to one thousand dollars ($1,000.00) and the Arbitration Firm awards six hundred dollars ($600.00) in favor of the Seller’s position, sixty percent (60%) of the costs and expenses of the Arbitration Firm would be borne by the Buyer and forty percent (40%) would be borne by the Seller. The Purchase Price, as finally determined pursuant to this Section 2.05(c), shall be referred to herein as the “Final Purchase Priceparties.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Final Purchase Price, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available funds. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. Within forty-five (i45) If the Seller objects to the Buyer’s calculation days following receipt by Sellers of the Final Closing Date Net Working Capital, the Working Capital Increase or the Working Capital Decrease, as the case may be, or the resulting calculation of the Purchase Price, as set forth in the Closing Date Statement, then, within thirty (30) days after the delivery to the Seller of the Closing Date Statement (the “Review Dispute Period”), SD Seller (on behalf of itself and the Seller other Sellers) shall deliver to the Buyer a written notice (a “Dispute Notice”) describing, to Buyer of any disagreement that SD Seller (on behalf of itself and the other Sellers) has with respect to the content of the Final Closing Statement. Such Dispute Notice shall describe in reasonable detaildetail the items contained in the Final Closing Statement with which Sellers disagree and, to the extent available, the Seller’s objections to basis for any such disagreement (including Sellers’ alternative calculation) and the Buyer’s calculation amount of the amounts set forth in the Closing Date Statement and containing a statement setting forth the calculation of the Closing Date Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price, in each case, determined by the Seller to be correct and calculated pursuant to the Accounting Principlesdisagreement. If the SD Seller does not deliver provide Buyer with a Dispute Notice related to the Buyer during Final Closing Statement within the Review Dispute Period, then the Buyer’s calculation of the amounts set forth in the such Final Closing Date Statement shall will be final, conclusive and binding and conclusive on the Parties. (ii) If . In the event SD Seller delivers provides Buyer with a Dispute Notice, and if the Buyer and SD Seller (on behalf of itself and the Seller are unable other Sellers) shall negotiate in good faith to resolve any disagreements related thereto. The Parties acknowledge and agree upon that the calculation Federal Rules of the amounts set forth Evidence Rule 408 shall apply during such negotiations and any subsequent dispute arising therefrom. If Buyer and SD Seller, notwithstanding such good faith effort, fail to resolve any disagreement contained in the Closing Date Statement Dispute Notice within fifteen thirty (1530) days after SD Seller provides Buyer with such Dispute Notice is delivered to the BuyerNotice, then the Buyer and SD Seller jointly shall engage and the instruct a nationally recognized independent accounting firm as may be mutually acceptable to Buyer shall jointly engage the firm of Gxxxx Xxxxxxxx LLP and SD Seller (the “Arbitration Accounting Firm”) to resolve any such disputeunresolved disagreement(s) only. Within five SD Seller and Buyer shall jointly instruct the Accounting Firm that it (5i) shall review only the unresolved disagreements contained in the Dispute Notice, (ii) shall make its determination based upon the terms and conditions set forth in this Section 2.3 and Exhibit D, (iii) shall render its decision as promptly as reasonably practicable (with direction from the Parties to do so within thirty (30) days after the Arbitration Firm is appointed, the Buyer shall forward a copy referral of the Closing Date Statement dispute to the Arbitration FirmAccounting Firm for a decision pursuant hereto), and the Seller shall forward a copy of the Dispute Notice to the Arbitration Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement and the Arbitration Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Arbitration Firm (iv) shall not assign a value to any item greater than the greatest value for such item claimed by the Seller or the Buyer either Party or less than the smallest value for such item claimed by the Seller or the Buyer either Party and (v) shall be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller and the Buyer) based make its decision solely on presentations and supporting material provided written materials submitted by the Parties and shall not pursuant to any conduct an independent review. In resolving such objectionsAs promptly as practicable following the Accounting Firm’s engagement, Xxxxx and SD Seller shall each prepare and submit a written presentation to the Accounting Firm and each other. Following delivery of the presentations, Xxxxx and SD Seller may each submit a written response to the other Party’s presentation. As soon as practicable thereafter, the Arbitration Accounting Firm shall apply the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts set forth in the Closing Date Statement. The Arbitration Firm shall deliver to the Seller and the Buyer render a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be decision based solely on information provided their respective presentations. Neither SD Seller nor Xxxxx (and none of their respective Representatives) shall have any ex parte conversation(s) or meeting(s) with the Accounting Firm related to the Arbitration Firm by unresolved disagreement(s) or this Agreement without the Seller prior consent of (x) with respect to SD Seller, Buyer and (y) with respect to Buyer, SD Seller. In resolving any such unresolved disagreement(s), the Buyer) of the disputed items submitted to the Arbitration Firm within thirty (30) days of receipt of such disputed items. The determination by the Arbitration Firm of the disputed amounts and the Purchase Price shall be conclusive and binding on the Parties, absent manifest error. The Arbitration Accounting Firm shall act solely as an expert expert, and not as an arbitrator. The fees fees, costs and expenses of the Arbitration Accounting Firm for such determination shall be allocated to and borne by the SellerXxxxx, on the one hand, and the BuyerSellers (in accordance with each such Seller’s respective Pro Rata Share), on the other hand, in inverse proportion to the manner in which such Person prevails on the items resolved by the Arbitration Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values inverse of the amounts in dispute and shall be computed by percentage that the Arbitration Firm at Accounting Firm’s determination (before such allocation) bears to the time its determination total amount of the total items in dispute is renderedas originally submitted to the Accounting Firm. For example, should the items in dispute total in amount to one thousand dollars ($1,000.00) 1,000 and the Arbitration Accounting Firm awards six hundred dollars (award $600.00) 600 in favor of the SellerXxxxx’s position, sixty percent (60%) % of the costs and expenses of the Arbitration Firm its review would be borne by Sellers (in accordance with each such Seller’s respective Pro Rata Share), and 40% of the Buyer and forty percent (40%) costs would be borne by Xxxxx. All determinations made by the SellerAccounting Firm (including with respect to the allocation of its fees) shall be final, conclusive and binding on the Parties, absent fraud or manifest error. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced. The Purchase PriceClosing Date Cash Consideration, as finally determined pursuant to this Section 2.05(c2.3(d) (i.e., as if the Final Net Working Capital, the Final Closing Cash Balance, the Final Company Group Debt, the Final Selling Expenses and the Final Closing Company Group Bonus Payments been substituted for the Estimated Net Working Capital, the Estimated Closing Cash Balance, the Estimated Company Group Debt, the Estimated Selling Expenses and the Estimated Closing Company Group Bonus Payments as of the Closing), shall be is referred to herein as the “Final Purchase PriceClosing Date Cash Consideration”.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Final Purchase Price, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available funds. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. (ia) If The Closing Statement, and the Seller objects to amounts set forth therein, shall be final and binding on the Buyer’s calculation of parties hereto (excluding any manifest error in the Closing Date Net Working Capital, the Working Capital Increase or the Working Capital Decrease, as the case may be, or the resulting calculation of the Purchase Price, as set forth in the Closing Date Statement, thencalculated pursuant to Section 2.06(a)(vii) above) unless, within thirty (30) days after the delivery to the receipt by Seller of the Closing Date Statement Statement, Seller shall deliver a written notice to Buyer of its disagreement with the preparation or calculation of or any line item in, as applicable, the Closing Balance Sheet, Closing Tangible Common Equity, Closing Purchase Price Premium, Closing Loan Reserve Adjustment, Closing Loan Xxxx Amount, Closing Transaction Expenses, and specifying the amount of the proposed adjustment for each item in dispute and the substance of any disagreement asserted in reasonable detail (the “Review PeriodNotice of Disagreement”). Seller shall be deemed to have agreed with Buyer’s preparation or calculation of or any line item in, as applicable, the Seller shall deliver to the Buyer a written notice (a “Dispute Notice”) describingClosing Balance Sheet, Closing Tangible Common Equity, Closing Purchase Price Premium, Closing Loan Reserve Adjustment, Closing Loan Xxxx Amount, and Closing Transaction Expenses, in reasonable detaileach case, other than as specified in the Notice of Disagreement. Any Notice of Disagreement may reference only disagreements based on mathematical errors or based on amounts not being calculated in accordance with Section 2.06(b) and the defined terms referenced therein. (b) If the Notice of Disagreement is timely delivered by Seller as provided herein, Buyer, on the one hand, and Seller’s objections to , on the Buyer’s calculation other hand, will, during the fifteen (15) days following delivery of the Notice of Disagreement, use their reasonable best efforts to reach agreement on any disputed items or amounts set forth in the Notice of Disagreement or any reasonably related item. For the purposes of complying with this Section 2.07(b), after the Closing Date and until any disputes with respect the Closing Balance Sheet, Closing Tangible Common Equity, Closing Purchase Price Premium, Closing Loan Reserve Adjustment, Closing Loan Xxxx Amount and Closing Transaction Expenses are resolved in accordance with this Section 2.07(b), Buyer shall provide Seller and its Representatives upon prior written request and reasonable notice of Seller, reasonable access to the Companies’ work papers and any work papers of the Companies’ independent accountants, in each case, to the extent used in the preparation of the Closing Statement or the Reference Balance Sheet, and containing Buyer shall make reasonably available to Seller and its Representatives relevant personnel of the Companies responsible for the preparation of the Closing Statement, in each case, to the extent reasonably necessary for, and for the sole purpose of, assisting in Seller’s review of the Closing Statement; provided that the independent accountants of the Companies shall not be obligated to make any work papers available to Seller unless and until Seller has signed a statement setting forth customary agreement relating to access to work papers in form and substance reasonably acceptable to such independent accountants. If Seller and Buyer reach a written agreement with respect to all of the disputed items (including any dispute with respect to any error in the calculation of the Purchase Price), Seller and Buyer shall mutually revise the Closing Date Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may be, Statement to effect such agreement and the resulting calculation of the Final Purchase PricePrice in accordance therewith, in each case, determined by the Seller to be correct and calculated pursuant to the Accounting Principles. If the Seller does not deliver a Dispute Notice to the Buyer during the Review Period, then the Buyer’s calculation of the amounts set forth in the such revised Closing Date Statement shall be final and binding and conclusive on upon the Partiesparties. (iic) If the Seller delivers a Dispute Notice, and if the Buyer and the Seller are unable to agree upon reach agreement on the calculation disputed items or amounts on the Closing Statement during the period described above, they shall promptly thereafter designate a firm of independent accountants from the list set forth on Section 2.07(c) of the amounts set forth in the Closing Date Statement within fifteen (15) days after such Dispute Notice is delivered to the Buyer, then the Seller and the Buyer shall jointly engage the firm of Gxxxx Xxxxxxxx LLP Disclosure Schedule (the “Arbitration Audit Firm”) to resolve such disputereview the Closing Balance Sheet, Closing Tangible Common Equity, Closing Purchase Price Premium, Closing Loan Reserve Adjustment, Closing Loan Xxxx Amount and Closing Transaction Expenses the disputed items or amounts and the Reference Balance Sheet for purposes of determining the Closing Balance Sheet, Closing Tangible Common Equity, Closing Purchase Price Premium, Closing Loan Reserve Adjustment, Closing Loan Xxxx Amount and Closing Transaction Expenses. Within If Buyer and Seller do not agree on the selection of the Audit Firm within ten (10) Business Days following the end of the fifteen (15)-day period described above, Buyer and Seller shall, no later than five (5) days after Business Days following such ten (10) Business Day period, jointly request the American Arbitration Firm is appointed, the Buyer shall forward a copy of the Closing Date Statement to the Arbitration Firm, and the Seller shall forward a copy of the Dispute Notice to the Arbitration Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement and the Arbitration Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Arbitration Firm shall not assign a value to any item greater than the greatest value for such item claimed by the Seller or the Buyer or less than the smallest value for such item claimed by the Seller or the Buyer and shall be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item Association (or successor thereof) to select a position in between firm from the positions list set forth on Section 2.07(c) of the Seller Disclosure Schedule, having no business relationship with any party hereto (or their Affiliates) that would reasonably be expected to result in a conflict of interest under applicable professional responsibility rules that the parties, acting reasonably, do not waive, to serve as the Audit Firm. At the time of submission of the dispute to the Audit Firm, Buyer and Seller will each submit a written statement setting forth in such detail as they deem appropriate their respective positions with respect to only the remaining disputed items and amounts. Each party also shall have the opportunity to submit a written response to the other party’s written statement, not later than ten (10) days following the date of receipt of the other party’s initial written statement. There will be no ex parte communications between Buyer or Seller and the Buyer) based solely on presentations and supporting material provided Audit Firm with respect to the disputed matters, other than written answers by the Parties parties to written questions from the Audit Firm. All written communications to or from the Audit Firm and not pursuant Buyer or Seller will be delivered simultaneously to any independent reviewthe other party. In resolving such objectionsdetermining the Closing Balance Sheet, Closing Tangible Common Equity, Closing Purchase Price Premium, Closing Loan Reserve Adjustment, Closing Loan Xxxx Amount and Closing Transaction Expenses, the Arbitration Audit Firm (i) shall apply be bound solely by the Accounting Principles Reference Balance Sheet and (ii) shall consider only those items or amounts in the provisions Closing Balance Sheet, Closing Tangible Common Equity, Closing Purchase Price Premium, Closing Loan Reserve Adjustment, Closing Loan Xxxx Amount and Closing Transaction Expenses as to which Seller and Buyer have disagreed and which remain in dispute at the end of this Agreement concerning the process described in Section 2.07(b). The determination of the amounts Audit Firm with respect to each item remaining in dispute with respect to the Closing Balance Sheet, Closing Tangible Common Equity, Closing Purchase Price Premium, Closing Loan Reserve Adjustment, Closing Loan Xxxx Amount and Closing Transaction Expenses shall be within the range represented by Seller’s and Buyer’s respective positions as set forth in their respective written communications and/or the Closing Date StatementBalance Sheet, Closing Tangible Common Equity, Closing Purchase Price Premium, Closing Loan Reserve Adjustment, Closing Loan Xxxx Amount, Closing Transaction Expenses and the Notice of Disagreement, respectively. The Arbitration parties shall use reasonable best efforts to cause the Audit Firm shall to deliver to the Seller Buyer and the Buyer a written determination (such determination to include a work sheet setting forth all material calculations used Seller, as promptly as practicable, and in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Seller and the Buyer) of the disputed items submitted to the Arbitration Firm any event within thirty (30) days days, after referral of receipt the disputed matters to the Audit Firm a written report setting forth its determination with respect to each of such the disputed itemsmatters as provided in this Section 2.07(c). The determination by the Arbitration Firm of the disputed amounts and the Purchase Price Audit Firm shall be conclusive final, binding and binding on the Partiesconclusive, absent shall not be subject to appeal and shall be deemed to have been accepted by Buyer and Seller, subject only to manifest error. The Arbitration Firm shall act as an expert and not an arbitrator. The fees and expenses of the Arbitration Audit Firm for such determination shall be borne by the SellerBuyer, on the one hand, and the Buyerby Seller, on the other hand, in inverse proportion to the manner in which such Person prevails as they may prevail on the items matters resolved by the Arbitration Audit Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be computed determined by the Arbitration Audit Firm at the time the Audit Firm renders its determination on the merits of the items in dispute is renderedmatters submitted to it. For example, should the items in dispute total in amount to one thousand dollars ($1,000.00) and the Arbitration Firm awards six hundred dollars ($600.00) in favor Following delivery of the SellerAudit Firm’s positiondetermination, sixty percent (60%) of the costs and expenses of the Arbitration Firm would be borne by the Buyer and forty percent (40%) would be borne by Seller shall mutually revise the Seller. The Purchase Price, as finally determined pursuant Closing Statement to this Section 2.05(c), shall be referred to herein as effect the “Final Purchase Price.” (iii) If calculation of the Final Purchase Price exceeds in accordance therewith. The fees and disbursements of the Estimated Purchase Price (Representatives of each party incurred in connection with the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination preparation or review of the Final Purchase PriceClosing Statement and preparation or review of any Notice of Disagreement, pay the Seller the Purchase Price Increaseas applicable, by wire transfer of immediately available funds in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made borne by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available fundssuch party. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. (i) If Within 30 days following delivery of the Seller objects Closing Statement by Buyer, if the Stockholder Representative has any objection to the Buyer’s calculation of the Closing Date Net Working Capital, the Working Capital Increase Assets or the Working Capital Decrease, as the case may be, or the resulting calculation of the Purchase Price, as any other items set forth in the Closing Date Statement, thenthe Stockholder Representative will deliver to Buyer a written statement setting forth the Stockholder Representative’s objections to the Closing Statement (an “Objections Statement”), which statement will identify in reasonable detail those items and amounts to which the Stockholder Representative objects (the “Disputed Items”). If the Stockholder Representative does not deliver an Objections Statement to Buyer within thirty (30) such 30 day period, the Closing Statement as prepared by Buyer will be final, binding and non-appealable by the parties. If the Stockholder Representative delivers an Objections Statement, the Stockholder Representative and Buyer will negotiate in good faith to resolve any Disputed Items. If the Stockholder Representative and Buyer are not able to reach a final resolution with respect to any Disputed Item within 30 days after the delivery to the Seller of the Closing Date Objections Statement to Buyer, the Stockholder Representative and Buyer will jointly engage BDO Sxxxxxx (the “Review Period”), the Seller shall deliver to the Buyer a written notice (a “Dispute Notice”) describing, in reasonable detail, the Seller’s objections to the Buyer’s calculation of the amounts set forth in the Closing Date Statement and containing a statement setting forth the calculation of the Closing Date Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price, in each case, determined by the Seller to be correct and calculated pursuant to the Accounting Principles. If the Seller does not deliver a Dispute Notice to the Buyer during the Review Period, then the Buyer’s calculation of the amounts set forth in the Closing Date Statement shall be binding and conclusive on the Parties. (ii) If the Seller delivers a Dispute Notice, and if the Buyer and the Seller are unable to agree upon the calculation of the amounts set forth in the Closing Date Statement within fifteen (15) days after such Dispute Notice is delivered to the Buyer, then the Seller and the Buyer shall jointly engage the firm of Gxxxx Xxxxxxxx LLP (the “Arbitration Firm”) to resolve such disputeany unresolved Disputed Items. Within five (5) If the parties submit any unresolved Disputed Items to the Accounting Firm, within 30 days after the Arbitration date on which any unresolved Disputed Items were submitted to the Accounting Firm is appointedfor resolution, each party will submit to the Accounting Firm a written statement with its position on each Disputed Item (which, in the case of Buyer, will be consistent with the position taken in the Closing Statement and, in the case of the Stockholder Representative, will be consistent with the position taken in the Objections Statement), together with such supporting documentation as may be reasonably requested by the Accounting Firm. The Stockholder Representative and Buyer shall forward a copy will each be entitled to meet with the Accounting Firm and will each use their respective commercially reasonable efforts to cause the Accounting Firm to resolve such dispute as soon as practicable, but in any event within 30 days after the date on which the Accounting Firm receives the statements prepared by the Stockholder Representative and Buyer. The Accounting Firm will determine the amount of the Closing Date Statement Net Assets based upon the terms of this Agreement and the accounting principles used to prepare the 2011 Audited Financial Statements and its final determination will be, in the aggregate, neither more favorable to Buyer than the position taken by Buyer in the Closing Statement, nor more favorable to the Arbitration FirmStockholder Representative than the position taken by the Stockholder Representative in the Objections Statement. The Accounting Firm will provide a calculation of the Closing Net Assets to both parties based on its resolution of the Disputed Items, and the Seller shall forward a copy Closing Net Assets as so calculated will be final, binding and non-appealable by the parties. Each party will bear its own costs and expenses in connection with the resolution of any such dispute by the Dispute Notice to the Arbitration Accounting Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement and the Arbitration Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Arbitration Firm shall not assign a value to any item greater than the greatest value for such item claimed by the Seller or the Buyer or less than the smallest value for such item claimed by the Seller or the Buyer and shall be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller and the Buyer) based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review. In resolving such objections, the Arbitration Firm shall apply the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts set forth in the Closing Date Statement. The Arbitration Firm shall deliver to the Seller and the Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Seller and the Buyer) of the disputed items submitted to the Arbitration Firm within thirty (30) days of receipt of such disputed items. The determination by the Arbitration Firm of the disputed amounts and the Purchase Price shall be conclusive and binding on the Parties, absent manifest error. The Arbitration Firm shall act as an expert and not an arbitrator. The fees and expenses of the Arbitration Firm for such determination shall be borne by the Seller, on the one hand, and the Buyer, on the other hand, in inverse proportion to the manner in which such Person prevails on the items resolved by the Arbitration Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be computed by the Arbitration Firm at the time its determination of the items in dispute is rendered. For example, should the items in dispute total in amount to one thousand dollars ($1,000.00) and the Arbitration Firm awards six hundred dollars ($600.00) in favor of the Seller’s position, sixty percent (60%) of the costs and expenses of the Arbitration Accounting Firm would will be borne paid (i) by Buyer if the Accounting Firm’s calculation results in no adjustment being made under Section 2.6(d) , and (ii) by the Buyer and forty percent (40%) would be borne Stockholder Representative if any adjustment is made under Section 2.6(d). Any such costs payable by the Seller. The Purchase Price, as finally determined pursuant to this Section 2.05(c), shall Stockholder Representative may be referred to herein as the “Final Purchase Price.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Final Purchase Price, pay the Seller the Purchase Price Increase, paid by wire transfer of immediately available funds in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller all amounts then held in the Adjustment Escrow Account in accordance with from the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with Fund upon the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer direction of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available fundsStockholder Representative. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. Within forty-five (i45) days following receipt by the Seller Representative of the Closing Statement, the Seller Representatives shall deliver written notice (a “Notice of Disagreement”) to the Purchaser of any dispute they have with respect to the preparation or content of the Closing Statement. If the Seller objects Representatives do not provide a Notice of Disagreement to Purchaser within such forty-five (45)-day period, such Closing Statement shall be final, conclusive and binding on the Buyer’s calculation parties and shall be deemed to determine the Final Purchase Price. In the event that a Notice of Disagreement provided within the Closing Date Net Working Capitaltime period described in the first sentence of this Section 2.3(b), the Working Capital Increase or Purchaser and the Working Capital DecreaseSeller Representatives shall negotiate in good faith to resolve such dispute. If Purchaser and the Seller Representatives, as the case may benotwithstanding such good faith effort, or the resulting calculation of the Purchase Price, as set forth in the Closing Date Statement, then, fail to resolve such dispute within thirty (30) days after the delivery Seller Representatives provided a Notice of Disagreement to the Purchaser, then the Purchaser and the Seller of Representatives jointly shall engage KPMG LLP, or if such firm is unwilling or unavailable to serve, then another nationally or regionally recognized independent accounting firm, as mutually agreed upon by the Closing Date Statement Purchaser and the Seller Representatives (the “Review Period”), the Seller shall deliver to the Buyer a written notice (a “Dispute Notice”) describing, in reasonable detail, the Seller’s objections to the Buyer’s calculation of the amounts set forth in the Closing Date Statement and containing a statement setting forth the calculation of the Closing Date Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price, in each case, determined by the Seller to be correct and calculated pursuant to the Accounting Principles. If the Seller does not deliver a Dispute Notice to the Buyer during the Review Period, then the Buyer’s calculation of the amounts set forth in the Closing Date Statement shall be binding and conclusive on the Parties. (ii) If the Seller delivers a Dispute Notice, and if the Buyer and the Seller are unable to agree upon the calculation of the amounts set forth in the Closing Date Statement within fifteen (15) days after such Dispute Notice is delivered to the Buyer, then the Seller and the Buyer shall jointly engage the firm of Gxxxx Xxxxxxxx LLP (the “Arbitration Firm”) to resolve such dispute. Within five (5) days after the Arbitration The Accounting Firm is appointed, the Buyer shall forward provide a copy of the Closing Date Statement written report to the Arbitration Firm, Purchaser and the Seller Representatives with decisions as to all matters described in the Notice of Disagreement within ninety (90) days of being engaged. The amount awarded by the Accounting Firm with respect to any disputed item shall forward a copy not be less than the lower of the Dispute amounts claimed by the parties with respect to such disputed item in the Closing Statement or the Notice of Disagreement nor more than the greater of the amounts claimed by the parties with respect to such disputed item in the Arbitration Firm, together with, in each case, all relevant supporting documentationClosing Statement or the Notice of Disagreement. The Arbitration Firm’s role scope of the disputes to be resolved by the Accounting Firm shall be limited to resolving such objections correcting mathematical errors and determining whether the correct calculations to be used on only items disputed in the disputed portions Notice of Disagreement were determined in accordance with the Closing Date Statement Balance Sheet Rules, if applicable, and this Agreement, and the Arbitration Accounting Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Estimated Working Capital is or the Estimated Company Indebtedness Amount are correct. The Arbitration Firm Accounting Firm’s decision shall not assign a value to any item greater than the greatest value for such item claimed be based solely on written submissions by the Seller or Representatives and the Buyer or less than the smallest value for such item claimed Purchaser and their respective Representatives and not by the Seller or the Buyer independent review and shall be limited final and binding on all of the parties hereto. When rendering decisions with respect to items disputed in the selection Notice of either Disagreement, the Seller’s or the Buyer’s position on a Accounting Firm will take into consideration both sides of any required accounting entry when resolving such disputed item (or e.g., a position in misclassification of outstanding checks between cash and accounts payable will require adjustment to both accounts, even if cash is the positions account subject to the Notice of the Seller Disagreement and the Buyer) based solely on presentations and supporting material provided by the Parties and not pursuant to any independent reviewaccounts payable is not). In resolving such objections, the Arbitration Firm shall apply the Accounting Principles and the provisions of this Agreement concerning Judgment may be entered upon the determination of the amounts set forth Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The fees and disbursements of the Accounting Firm shall be borne (i) by the Purchaser in the Closing Date Statement. The Arbitration Firm shall deliver to proportion that the Seller and the Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Seller and the Buyer) aggregate dollar amount of the disputed items submitted to the Arbitration Firm within thirty (30) days of receipt of such that are successfully disputed items. The determination by the Arbitration Firm of the disputed amounts and the Purchase Price shall be conclusive and binding on the Parties, absent manifest error. The Arbitration Firm shall act as an expert and not an arbitrator. The fees and expenses of the Arbitration Firm for such determination shall be borne by the Seller, on the one hand, and the Buyer, on the other hand, in inverse proportion to the manner in which such Person prevails on the items resolved by the Arbitration Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be computed by the Arbitration Firm at the time its determination of the items in dispute is rendered. For example, should the items in dispute total in amount to one thousand dollars Seller Representatives ($1,000.00) and the Arbitration Firm awards six hundred dollars ($600.00) in favor of the Seller’s position, sixty percent (60%) of the costs and expenses of the Arbitration Firm would be borne by the Buyer and forty percent (40%) would be borne by the Seller. The Purchase Price, as finally determined pursuant by the Accounting Firm) bears to this Section 2.05(c), shall be referred to herein as the “Final Purchase Price.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the aggregate dollar amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Final Purchase Price, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available funds. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.disputed items and

Dispute. During the forty-five (i45) If day period immediately following the Seller objects to the BuyerRepresentative’s calculation receipt of the Closing Date Net Working CapitalBalance Sheet and the Closing Statement, the Working Capital Increase or Seller Representative and its Representatives will be permitted to review, during normal business hours and upon reasonable notice, the Working Capital Decrease, as Surviving Corporation’s books and records and the case may be, or the resulting calculation of the Purchase Price, as set forth in the Closing Date Statement, then, within thirty (30) days after the delivery working papers related to the Seller preparation of the Closing Date Balance Sheet and the Closing Statement (including the “Review Period”determinations included therein), in order to facilitate the Seller shall deliver Representative’s review of the Closing Balance Sheet and the Closing Statement. The Closing Balance Sheet and the Closing Statement (including the determinations included therein) will become final, binding and conclusive on Parent, each Participating Securityholder and the Seller Representative (A) at 5:00 p.m., New York City Time, on the date that is forty-five (45) days following the Seller Representative’s receipt thereof, unless Parent receives from the Seller Representative prior to the Buyer a such date and time written notice of the Seller Representative’s disagreement (a “Dispute Notice”) describing, in reasonable detail, the Seller’s objections to the Buyer’s calculation of the amounts with any amount or determination set forth in the Closing Date Statement and containing a statement setting forth the calculation of Balance Sheet or the Closing Date Net Working CapitalStatement or (B) on such earlier date as the Seller Representative notifies Parent that it does not dispute the Closing Balance Sheet and Closing Statement. Any Dispute Notice will specify in reasonable detail the nature and dollar amount of any disagreement so asserted (for purposes of this Section 3.6, collectively, the Working Capital Increase or Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price, in each case, determined by the Seller to be correct and calculated pursuant to the Accounting Principles“Disputed Items”). If the Seller does not deliver a Dispute Notice to the Buyer during the Review Period, then the Buyer’s calculation of the amounts set forth in the Closing Date Statement shall be binding and conclusive on the Parties. (ii) If the Seller Representative timely delivers a Dispute Notice, and if the Buyer and the Seller are unable to agree upon the calculation of the amounts set forth in the Closing Date Statement within fifteen (15) days after such Dispute Notice is delivered to the Buyer, then the Seller and the Buyer shall jointly engage the firm of Gxxxx Xxxxxxxx LLP (the “Arbitration Firm”) to resolve such dispute. Within five (5) days after the Arbitration Firm is appointed, the Buyer shall forward a copy of the Closing Date Statement to the Arbitration Firm, and the Seller shall forward a copy of the Dispute Notice to the Arbitration Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement and the Arbitration Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Arbitration Firm shall not assign a value to any item greater than the greatest value for such item claimed by the Seller or the Buyer or less than the smallest value for such item claimed by the Seller or the Buyer and shall be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller and the Buyer) based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review. In resolving such objections, the Arbitration Firm shall apply the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts set forth in the Closing Date Statement. The Arbitration Firm shall deliver to the Seller and the Buyer a written determination Net Adjustment (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Seller and the Buyer) of the disputed items submitted to the Arbitration Firm within thirty (30) days of receipt of such disputed items. The determination by the Arbitration Firm of the disputed amounts and the Purchase Price shall be conclusive and binding on the Parties, absent manifest error. The Arbitration Firm shall act as an expert and not an arbitrator. The fees and expenses of the Arbitration Firm for such determination shall be borne by the Seller, on the one hand, and the Buyer, on the other hand, in inverse proportion to the manner in which such Person prevails on the items resolved by the Arbitration Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be computed by the Arbitration Firm at the time its determination of the items in dispute is rendered. For example, should the items in dispute total in amount to one thousand dollars ($1,000.00) and the Arbitration Firm awards six hundred dollars ($600.00) in favor of the Seller’s position, sixty percent (60%) of the costs and expenses of the Arbitration Firm would be borne by the Buyer and forty percent (40%) would be borne by the Seller. The Purchase Price, as finally determined pursuant to this Section 2.05(c), shall be referred to herein as the “Final Purchase Price.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Final Purchase Price, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance with the Wire Instructions resolution described in clause (1) or (2) below, as applicable) will become final, binding and the Buyer conclusive on Parent, each Participating Securityholder and the Seller shall jointly instruct Representative on the Escrow Agent first to release occur of (1) the date on which Parent and the Seller Representative resolve in writing all differences they have with respect to the Disputed Items or (2) the date on which all of the Disputed Items that are not resolved by Xxxxxx and the Seller all amounts then held Representative in writing are finally resolved in writing by the Adjustment Escrow Account Independent Accountant in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire InstructionsSection 3.6(c). (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available funds. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. (i) If the Seller objects to the Buyer’s calculation of the Closing Date Net Working Capital, the Working Capital Increase or the Working Capital Decrease, as the case may be, or the resulting calculation of the Purchase Price, as set forth in the Closing Date Statement, then, within thirty (30) Within 30 days after the delivery to the following receipt by Seller of the Closing Date Balance Sheet and the Final Working Capital Statement, Seller shall deliver written notice to Purchaser of any dispute Seller has with respect to the preparation or content of the Final Working Capital Statement; provided, however, that Seller may not dispute the accounting principles, practices, methodologies and policies used in preparing the Final Working Capital Statement if they are the same as the accounting principles, practices, methodologies and policies used in preparing the Estimated Working Capital Statement. If Seller does not notify Purchaser of a dispute with respect to the Final Working Capital Statement within such 30-day period, such Final Working Capital Statement will be final, conclusive and binding on the parties. In the event of such notification of a dispute, Purchaser and Seller shall negotiate in good faith to resolve such dispute. If Purchaser and Seller, notwithstanding such good faith effort, fail to resolve such dispute within 15 days after Seller advises Purchaser of its objections, then Purchaser and Seller jointly shall engage an independent accounting firm of national reputation (the “Review Period”), the Seller shall deliver to the Buyer a written notice (a “Dispute Notice”) describing, in reasonable detail, the Seller’s objections to the Buyer’s calculation of the amounts set forth in the Closing Date Statement and containing a statement setting forth the calculation of the Closing Date Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price, in each case, determined by the Seller to be correct and calculated pursuant to the Accounting Principles. If the Seller does not deliver a Dispute Notice to the Buyer during the Review Period, then the Buyer’s calculation of the amounts set forth in the Closing Date Statement shall be binding and conclusive on the Parties. (ii) If the Seller delivers a Dispute Notice, and if the Buyer and the Seller are unable to agree upon the calculation of the amounts set forth in the Closing Date Statement within fifteen (15) days after such Dispute Notice is delivered to the Buyer, then the Seller and the Buyer shall jointly engage the firm of Gxxxx Xxxxxxxx LLP (the “Arbitration Firm”) to resolve such dispute. Within five (5) days after the Arbitration Firm is appointedAs promptly as practicable thereafter, the Buyer Purchaser and Seller shall forward each prepare and submit a copy presentation detailing each party’s complete statement of proposed resolution of the Closing Date Statement dispute to the Arbitration Accounting Firm. As soon as practicable thereafter, Purchaser and the Seller shall forward cause the Accounting Firm to make a copy final determination of Final Working Capital based upon the Dispute Notice to the Arbitration Firmpresentations by Purchaser and Seller, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving provided that such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement and the Arbitration Firm final determination shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Arbitration Firm shall not assign a value to any item be in an amount greater than the greatest value for such item claimed by the Seller or the Buyer higher, or less than the smallest value for such item claimed lower, of the two amounts proposed by Seller and Purchaser, respectively. The parties shall share the expenses of the Accounting Firm equally. All determinations made by the Seller or the Buyer and shall Accounting Firm will be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller and the Buyer) based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review. In resolving such objectionsfinal, the Arbitration Firm shall apply the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts set forth in the Closing Date Statement. The Arbitration Firm shall deliver to the Seller and the Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Seller and the Buyer) of the disputed items submitted to the Arbitration Firm within thirty (30) days of receipt of such disputed items. The determination by the Arbitration Firm of the disputed amounts and the Purchase Price shall be conclusive and binding on the Parties, absent manifest error. The Arbitration Firm shall act as an expert and not an arbitrator. The fees and expenses of the Arbitration Firm for such determination shall be borne by the Seller, on the one hand, and the Buyer, on the other hand, in inverse proportion to the manner in which such Person prevails on the items resolved by the Arbitration Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be computed by the Arbitration Firm at the time its determination of the items in dispute is rendered. For example, should the items in dispute total in amount to one thousand dollars ($1,000.00) and the Arbitration Firm awards six hundred dollars ($600.00) in favor of the Seller’s position, sixty percent (60%) of the costs and expenses of the Arbitration Firm would be borne by the Buyer and forty percent (40%) would be borne by the Seller. The Purchase Price, as finally determined pursuant to this Section 2.05(c), shall be referred to herein as the “Final Purchase Priceparties.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Final Purchase Price, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available funds. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. Within forty-five (i45) days following receipt by the Seller Representative of the Final Closing Statement, the Seller Representative shall either inform the Buyer Representative in writing that the Final Closing Statement is acceptable, or deliver written notice (the “Notice of Disagreement”) to the Buyer Representative of any dispute the Seller Representative has with respect to the Final Closing Statement or the amounts reflected therein. The Notice of Disagreement must describe in reasonable detail the items contained in the Final Closing Statement that the Seller Representative disputes. If the Seller objects Representative does not notify the Buyer Representative of a dispute with respect to the Buyer’s calculation Final Closing Statement within such 45-day period, such Final Closing Statement and the amounts reflected in the Final Closing Statement will be final, conclusive and binding on the Parties. In the event a Notice of Disagreement is delivered to the Closing Date Net Working CapitalBuyer Representative, the Working Capital Increase or Buyer Representative and the Working Capital DecreaseSeller Representative shall negotiate in good faith to resolve such dispute and any written determination resulting from such good faith negotiations shall be final, as conclusive and binding on the case may beParties. If the Buyer Representative and the Seller Representative, or the resulting calculation of the Purchase Pricenotwithstanding such good faith effort, as set forth in the Closing Date Statement, then, fail to resolve such dispute within thirty (30) days after the delivery to Seller Representative delivers the Notice of Disagreement, then the Buyer Representative and the Seller of Representative jointly shall engage the Closing Date Statement (Arbitration Firm to resolve such dispute in accordance with the “Review Period”), the Seller shall deliver to the Buyer a written notice (a “Dispute Notice”) describing, in reasonable detail, the Seller’s objections to the Buyer’s calculation of the amounts standards set forth in the Closing Date Statement and containing a statement setting forth the calculation of the Closing Date Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price, in each case, determined by the this Section 2.9(b). The Seller to be correct and calculated pursuant to the Accounting Principles. If the Seller does not deliver a Dispute Notice to the Buyer during the Review Period, then the Buyer’s calculation of the amounts set forth in the Closing Date Statement shall be binding and conclusive on the Parties. (ii) If the Seller delivers a Dispute Notice, and if the Buyer and the Seller are unable to agree upon the calculation of the amounts set forth in the Closing Date Statement within fifteen (15) days after such Dispute Notice is delivered to the Buyer, then the Seller Representative and the Buyer Representative shall jointly engage the firm of Gxxxx Xxxxxxxx LLP (the “Arbitration Firm”) use commercially reasonable efforts to resolve such dispute. Within five (5) days after cause the Arbitration Firm is appointed, the Buyer shall forward a copy of the Closing Date Statement to the Arbitration Firm, and the Seller shall forward a copy of the Dispute Notice to the Arbitration Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement and the Arbitration Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Arbitration Firm shall not assign a value to any item greater than the greatest value for such item claimed by the Seller or the Buyer or less than the smallest value for such item claimed by the Seller or the Buyer and shall be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller and the Buyer) based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review. In resolving such objections, the Arbitration Firm shall apply the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts set forth in the Closing Date Statement. The Arbitration Firm shall deliver to the Seller and the Buyer render a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to decision resolving the Arbitration Firm by the Seller and the Buyer) of the disputed items matters submitted to the Arbitration Firm within thirty (30) days of receipt the making of such disputed itemssubmission. The determination scope of the disputes to be resolved by the Arbitration Firm shall be limited to whether the items in dispute that were included in the Notice of Disagreement (i) were prepared in a manner consistent with the definitions of Closing Working Capital, Company Indebtedness, Company Cash, Company Expenses or Net Adjustment Amount, as the case may be; and (ii) were determined in accordance with this Agreement and were prepared in accordance with the Applicable Accounting Principles (as applicable), and the Arbitration Firm shall determine, on such basis, acting as expert, whether and to what extent, the Final Closing Statement and the amounts reflected therein, as applicable, require adjustment in order to comply with the terms of this Agreement and the Applicable Accounting Principles (as applicable). The Arbitration Firm is not to make any other determination. The Arbitration Firm’s decision shall be based solely on written submissions by the Seller Representative and the Buyer Representative and their respective Representatives and each of the disputed amounts Seller Representative and the Purchase Price Buyer Representative shall be conclusive and binding on have the Parties, absent manifest erroropportunity to respond in writing to the other’s written submission. The Arbitration Firm shall act (A) address only those items in dispute in the Notice of Disagreement; and (B) may not assign a value greater than the greatest value for such item claimed by either party in the Final Closing Statement or the Notice of Disagreement (as an expert and not an arbitratorapplicable) or smaller than the smallest value for such item claimed by either party in the Final Closing Statement or the Notice of Disagreement (as applicable). Judgment may be entered upon the determination of the Arbitration Firm in any court having jurisdiction over the party against which such determination is to be enforced. The fees fees, costs and expenses of the Arbitration Firm for such determination shall be borne by allocated between the SellerSeller Representative, on the one hand, and the BuyerBuyer Representative, on the other hand, in inverse the same proportion that the aggregate amount of the disputed items submitted to the manner in which Arbitration Firm that is unsuccessfully disputed by each such Person prevails on the items resolved party (as finally determined by the Arbitration Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be computed by the Arbitration Firm at the time its determination of the items in dispute is rendered. For example, should the items in dispute total in amount to one thousand dollars ($1,000.00) and the Arbitration Firm awards six hundred dollars ($600.00) in favor of the Seller’s position, sixty percent (60%) of the costs and expenses of the Arbitration Firm would be borne by the Buyer and forty percent (40%) would be borne by the Seller. The Purchase Price, as finally determined pursuant to this Section 2.05(c), shall be referred to herein as the “Final Purchase Price.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Final Purchase Price, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release bears to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the total amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer disputed items so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available fundssubmitted. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. (i) If Within 30 days following receipt by the Seller objects of the Post-Closing Statement, the Seller shall deliver written notice to the Buyer of any dispute it has with respect to the Post-Closing Statement (the “Post-Closing Statement Objection”) setting forth a specific description of the basis of the Post-Closing Statement Objection, the adjustments to the Post-Closing Statement which the Seller believes should be made, and the Seller’s calculation of the Final Working Capital and the Closing Purchase Price as adjusted thereby. The Seller shall be deemed to have accepted any items not specifically disputed in the Post-Closing Statement Objection. Failure to so notify the Buyer within such 30-day period shall constitute acceptance and approval of the Buyer’s calculation of the Closing Date Net Working Capital, the Final Working Capital Increase or and the Working Capital Decrease, as the case may be, or the resulting calculation of the Closing Purchase Price, as Price set forth in the Post-Closing Date Statement. During such 30-day period, thenthe Buyer shall, within thirty (30) days after at the delivery request of the Seller, on reasonable prior notice from the Seller and during normal business hours, afford the Seller reasonable access to the Seller books and records with respect to the Business (to the extent relevant to the determination of the Closing Date Statement (the “Review Period”), Final Working Capital) and otherwise reasonably cooperate with the Seller in connection with its preparation of the Post-Closing Statement Objection. The Buyer shall deliver have 30 days following the date it receives the Post-Closing Statement Objection to review and respond to the Buyer a written notice (a “Dispute Notice”) describing, in reasonable detail, the Seller’s objections to the Buyer’s calculation of the amounts set forth in the Post-Closing Date Statement and containing a statement setting forth the calculation of the Closing Date Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price, in each case, determined by the Seller to be correct and calculated pursuant to the Accounting PrinciplesObjection. If the Seller does not deliver a Dispute Notice and the Buyer are unable to resolve all of their disagreements with respect to the Buyer during determination of the Review Period, then foregoing items by the 30th day following the Buyer’s calculation of response to the amounts set forth in the Post-Closing Date Statement shall be binding and conclusive on the Parties. (ii) If Objection, after having used their good-faith efforts to reach a resolution, either the Seller delivers a Dispute Noticeor the Buyer shall refer their remaining differences to Ernst & Young or, if such firm refuses to accept such engagement, another nationally recognized firm of independent public accountants as to which the Seller and the Buyer mutually agree acting promptly and in good faith (in either case, the “CPA Firm”) to resolve their dispute. The CPA Firm will act as an expert, not an arbitrator. As promptly as practicable, and if the Buyer and the Seller are unable to agree upon the calculation of the amounts set forth in the Closing Date Statement within fifteen (15) any event not more than 15 days after such Dispute Notice the CPA Firm is delivered to the Buyerengaged, then the Seller and the Buyer shall jointly engage each prepare and submit a written presentation detailing each Party’s complete statement of proposed resolution of the firm of Gxxxx Xxxxxxxx LLP (dispute to the “Arbitration CPA Firm”) to resolve such dispute. Within five (5) days after As soon as practicable thereafter, the Arbitration Firm is appointed, Seller and the Buyer shall forward a copy cause the CPA Firm to choose either the Seller’s or the Buyer’s positions based solely upon the written presentations of the Closing Date Statement Seller and the Buyer. The CPA Firm shall make such determination with respect to the Arbitration FirmFinal Working Capital in accordance with the Accounting Methods on a basis consistent with the Estimated Working Capital, and the Seller shall forward a copy of the Dispute Notice to the Arbitration Firm, together withand, in each case, all relevant supporting documentationonly with respect to the specific remaining accounting-related differences so submitted in such written presentations. The Arbitration Firm’s role shall be limited to In resolving any such objections and determining unresolved disputed item, the correct calculations to be used on only the disputed portions of the Closing Date Statement and the Arbitration CPA Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Arbitration Firm shall will not assign a value to any item greater than the greatest value claimed for such item claimed by the Seller either Party or the Buyer or less lower than the smallest lowest value claimed for such item claimed by either Party in the Post-Closing Statement and the Post-Closing Statement Objection. The Party whose position is not accepted by the CPA Firm shall be responsible for and pay all of the fees and expenses of the CPA Firm. The Buyer and the Seller or each agree to execute, if requested by the CPA Firm, a reasonable engagement letter. The Seller and the Buyer and shall request that the CPA Firm use its best efforts to render its determination within 45 days after referral. All determinations made by the CPA Firm will be limited to the selection of either matters submitted to the Seller’s or CPA Firm by the Buyer’s position on a disputed item (or a position in between the positions of Buyer and the Seller and the Buyer) based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review. In resolving such objections, the Arbitration Firm shall apply the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts set forth in the Closing Date Statement. The Arbitration Firm shall deliver to the Seller and the Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Seller and the Buyer) of the disputed items submitted to the Arbitration Firm within thirty (30) days of receipt of such disputed items. The determination by the Arbitration Firm of the disputed amounts and the Purchase Price shall be final, conclusive and binding on the Parties, absent manifest error. The Arbitration Firm shall act as an expert and not an arbitrator. The fees and expenses none of the Arbitration Firm for such determination shall be borne by the Seller, on the one hand, and the Buyer, on the Seller or any of their respective Affiliates shall seek further recourse from Governmental Authorities, other hand, than to enforce the CPA Firm’s determination. Judgment may be entered to enforce such determination in inverse proportion any court of competent jurisdiction. The Seller and the Buyer shall make reasonably available to the manner in which such Person prevails on CPA Firm all relevant books and records, any work papers (including those of the Parties’ respective accountants) and supporting documentation relating to the Post-Closing Statement and all other items resolved reasonably requested by the Arbitration CPA Firm, which proportionate allocation . The “Final Statement” shall be calculated on an aggregate basis based on (i) the relative dollar values of Post-Closing Statement in the amounts in dispute and shall be computed by event that (A) no Post-Closing Statement Objection is delivered to the Arbitration Firm at Buyer during the time its determination of initial 30-day period specified above or (B) the items in dispute is rendered. For example, should the items in dispute total in amount to one thousand dollars ($1,000.00) Seller and the Arbitration Firm awards six hundred dollars Buyer so agree in writing, ($600.00ii) in favor of the Seller’s positionPost-Closing Statement, sixty percent (60%) of the costs and expenses of the Arbitration Firm would be borne by the Buyer and forty percent (40%) would be borne by the Seller. The Purchase Price, as finally determined pursuant to this Section 2.05(c), shall be referred to herein as the “Final Purchase Price.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Final Purchase Price, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds adjusted in accordance with the Wire Instructions Post-Closing Statement Objection, in the event that (A) the Buyer does not respond to the Post-Closing Statement Objection during the 30-day period specified above following receipt by the Buyer of the Post-Closing Statement Objection or (B) the Seller and the Buyer so agree in writing or (iii) the Post-Closing Statement, as adjusted pursuant to the agreement of the Buyer and the Seller shall jointly instruct or as determined by the Escrow Agent to release CPA Firm together with any other modifications to the Post-Closing Statement agreed upon in writing by the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then and the Buyer and the Seller shall jointly instruct the Escrow Agent to release prior to the Buyer from determination by the Adjustment Escrow Account an amount equal CPA Firm. Any adjustment or non-adjustment to the Purchase Price Decreaseshall not form the basis for any claim for damages pursuant to this Agreement. The Parties’ payment obligations under this Section 2.5 will not be subject to offset or reduction by reason of any actual or alleged breach of, or inaccuracy in, any representation, warranty, covenant or agreement contained in this Agreement or the Ancillary Agreements, and (xany right or alleged right of indemnification hereunder or for any other reason. The process set forth in this Section 2.5(c) if shall be the Adjustment Escrow Amount exceeds sole and exclusive remedy of the Parties and their respective Affiliates for any disputes related to the Closing Purchase Price or the Purchase Price Decreaseand the calculations and amounts on which they are based or set forth in the related statements and notices delivered in connection therewith. For the avoidance of doubt, the Buyer Parties acknowledge and agree that the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) calculations to be made pursuant to this Section 2.5 are not intended to be used to adjust for errors or omissions, under GAAP or otherwise, that may be found in the Buyer Year-end Financial Information or the Target Working Capital. No event, act, change in circumstances or similar development, including any market or business development or changes in GAAP or applicable Law, arising or occurring after the Closing, shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, taken into consideration in the event that the Buyer elects calculations to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five be made pursuant to this Section 2.5 (5) Business Days of the payment even if GAAP would require such matter to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit be taken into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available fundsconsideration in such calculations). (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. Within sixty (i60) If the days following receipt by Seller objects to the Buyer’s calculation Representative of the Final Closing Date Net Working Capital, the Working Capital Increase or the Working Capital Decrease, as the case may be, or the resulting calculation of the Purchase Price, as set forth in the Closing Date Statement, then, within thirty (30) days after the delivery to the Seller of the Closing Date Statement (the “Review Dispute Period”), the Seller Representative shall deliver to the Buyer a written notice (a “Dispute Notice”) describing, to Buyer of any disagreement Seller Representative has with respect to the preparation or content of the Final Closing Statement. Such Dispute Notice shall describe in reasonable detaildetail the items contained in the Final Closing Statement with which Seller Representative disagrees and, to the extent available, the Seller’s objections to basis for any such disagreement and the Buyer’s calculation amount of the amounts set forth in the Closing Date Statement and containing a statement setting forth the calculation of the Closing Date Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price, in each case, determined by the Seller to be correct and calculated pursuant to the Accounting Principlesdisagreement. If the Seller Representative does not deliver provide Buyer with a Dispute Notice related to the Buyer during Final Closing Statement within the Review Dispute Period, then the Buyer’s calculation of the amounts set forth in the such Final Closing Date Statement shall will be final, conclusive and binding and conclusive on the Parties. (ii) If . In the event Seller delivers Representative provides Buyer with a Dispute Notice, and if the Buyer and the Seller are unable Representative shall negotiate in good faith to agree upon the calculation of the amounts set forth resolve any disagreements related thereto. If Xxxxx and Seller Representative, notwithstanding such good faith effort, fail to resolve any disagreement contained in the Closing Date Statement Dispute Notice within fifteen thirty (1530) days after Seller Representative provides Buyer with such Dispute Notice is delivered to the BuyerNotice, then Buyer and Seller Representative jointly shall engage and instruct the Seller and the Buyer shall jointly engage the accounting firm of Gxxxx Xxxxxxxx Ernst & Young LLP or such other nationally recognized independent accounting firm as may be mutually acceptable to Buyer and Seller Representative (the “Arbitration Accounting Firm”) to resolve any such disputeunresolved disagreement(s). Within five Seller Representative and Buyer shall jointly instruct the Accounting Firm that it (5i) shall review only the unresolved disagreements contained in the Dispute Notice, (ii) shall make its determination based upon the terms and conditions set forth in this Section 2.3 and Exhibit B, (iii) shall render its decision within thirty (30) days after the Arbitration Firm is appointed, the Buyer shall forward a copy referral of the Closing Date Statement dispute to the Arbitration FirmAccounting Firm for a decision pursuant hereto, and the Seller shall forward a copy of the Dispute Notice to the Arbitration Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement and the Arbitration Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Arbitration Firm (iv) shall not assign a value to any item greater than the greatest value for such item claimed by the Buyer or Seller or the Buyer Representative or less than the smallest value for such item claimed by the either Buyer or Seller or the Buyer Representative and (v) shall be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller and the Buyer) based make its decision solely on presentations and supporting material provided written materials submitted by the Parties and shall not pursuant to any conduct an independent review. In resolving such objectionsAs promptly as practicable following the Accounting Firm’s engagement, Xxxxx and Seller Representative shall each prepare and submit a written presentation to the Accounting Firm. Following delivery of the presentations, Xxxxx and Seller Representative may each submit a written response to the other party’s presentation. As soon as practicable thereafter, the Arbitration Accounting Firm shall apply the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts set forth in the Closing Date Statement. The Arbitration Firm shall deliver to the Seller and the Buyer render a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be decision based solely on information provided their respective presentations. Neither Seller Representative nor Xxxxx (and none of their respective representatives) shall have any ex parte conversation(s) or meeting(s) with the Accounting Firm in connection herewith without the prior consent of (x) with respect to Seller Representative, Xxxxx, and (y) with respect to Xxxxx, Seller Representative. In resolving any such unresolved disagreement(s), the Arbitration Firm by the Seller and the Buyer) of the disputed items submitted to the Arbitration Firm within thirty (30) days of receipt of such disputed items. The determination by the Arbitration Firm of the disputed amounts and the Purchase Price shall be conclusive and binding on the Parties, absent manifest error. The Arbitration Accounting Firm shall act solely as an expert expert, and not as an arbitrator. The fees fees, costs and expenses of the Arbitration Accounting Firm for such determination shall be allocated to and borne by the SellerXxxxx, on the one hand, and Seller (or in the Buyerevent Seller has been dissolved, the Beneficial Owners on a Pro Rata Share basis and not jointly), on the other hand, in inverse proportion to the manner in which such Person prevails on the items resolved by the Arbitration Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values inverse of the amounts in dispute and shall be computed by percentage that the Arbitration Firm at Accounting Firm’s determination (before such allocation) bears to the time its determination total amount of the total items in dispute is renderedas originally submitted to the Accounting Firm. For example, should the items in dispute total in amount to one thousand dollars ($1,000.00) 1,000 and the Arbitration Accounting Firm awards six hundred dollars (award $600.00) 600 in favor of the SellerXxxxx’s position, sixty percent (60%) % of the costs and expenses of the Arbitration Firm its review would be borne by Seller (or in the Buyer event Seller has been dissolved, the Beneficial Owners on a Pro Rata Share basis and forty percent (not jointly), and 40%) % of the costs would be borne by Xxxxx. All determinations made by the Seller. The Purchase Price, as finally determined pursuant to this Section 2.05(c), Accounting Firm shall be referred to herein as final, conclusive and binding on the “Final Purchase Price.” (iii) If Parties. Judgment may be entered upon the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The process set forth in this Section 2.3(d) shall be the exclusive remedy of the Parties for any disputes related to items required to be reflected on the Final Purchase Price, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller all amounts then held Closing Statement or taken into account in the Adjustment Escrow Account in accordance with calculation of the Escrow AgreementNet Working Capital, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If Closing Cash Balance, the Estimated Purchase Price exceeds the Final Purchase Price (the outstanding amount of such excess, the “Purchase Price Decrease”), then the Buyer all Company Debt and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available fundsSelling Expenses. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. (i) If the Seller objects to the Buyer’s calculation of the Closing Date Net Working Capital, either Party does not agree with the Working Capital Increase or Inaccuracies, such opposing Party shall so inform the Working Capital Decrease, as the case may be, or the resulting calculation of the Purchase Price, as set forth other Party in the Closing Date Statement, then, within thirty (30) days after the delivery to the Seller of the Closing Date Statement (the “Review Period”), the Seller shall deliver to the Buyer a written notice (a “Dispute Notice”) describing, in reasonable detail, the Seller’s objections to the Buyer’s calculation of the amounts set forth in the Closing Date Statement and containing a statement setting forth the calculation of the Closing Date Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price, in each case, determined by the Seller to be correct and calculated pursuant to the Accounting Principles. If the Seller does not deliver a Dispute Notice to the Buyer during the Review Period, then the Buyer’s calculation of the amounts set forth in the Closing Date Statement shall be binding and conclusive on the Parties. (ii) If the Seller delivers a Dispute Notice, and if the Buyer and the Seller are unable to agree upon the calculation of the amounts set forth in the Closing Date Statement writing within fifteen (15) days Business Days after Seller’s receipt thereof, such writing to set forth the objections of Seller in reasonable detail. If Seller and Buyer cannot reach agreement as to any disputed matter relating to the Working Capital Inaccuracies within fifteen (15) Business Days after such Dispute Notice is delivered notification of a dispute, they shall forthwith refer the dispute to the BuyerIndependent Accountant. If the Independent Accountant is unwilling to so serve, then Buyer and Seller shall select an accounting firm of recognized standing in the Seller United States by lot (after excluding their respective regular outside accounting firms). The Independent Accountant shall offer the Parties the opportunity to provide written, and if desired, oral, submissions regarding their positions as to the amount of, and computation of, the Working Capital Inaccuracies, which written and/or oral submissions shall be provided to the Independent Accountant, if at all, no later than ten (10) Business Days after the date of referral of the dispute to the Independent Accountant. The determination of the Independent Accountant shall be made as an expert and not as an arbiter and shall be based solely on the written submissions by the Parties and their respective representatives, and the Buyer determination shall jointly engage not be by independent review. The Independent Accountant shall deliver a written report resolving only the firm amount of Gxxxx Xxxxxxxx LLP the Working Capital Inaccuracies and setting forth the basis for such resolution within twenty (the “Arbitration Firm”) to resolve such dispute. Within five (520) days after the Arbitration Firm is appointedParties have submitted orally and/or in writing (or have had the opportunity to submit orally and/or in writing but have not submitted) their positions as to the amount of, and computation of, the Buyer shall forward a copy of the Closing Date Statement to the Arbitration Firm, and the Seller shall forward a copy of the Dispute Notice to the Arbitration Firm, together with, in each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections and determining the correct calculations to be used on only the disputed portions of the Closing Date Statement and the Arbitration Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correctInaccuracies. The Arbitration Firm In preparing its report, the Independent Accountant shall not assign a value to any item greater the Working Capital Inaccuracies other than the greatest value for such item claimed by the Seller one that is or the Buyer or less than the smallest value for such item claimed by the Seller or the Buyer and shall be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in is between the positions of the Seller and the Buyer) based solely on presentations and supporting material provided values submitted by the Parties and not pursuant to any independent review. In resolving such objections, the Arbitration Firm shall apply the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts set forth in the Closing Date Statement. The Arbitration Firm shall deliver to the Seller and the Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Arbitration Firm by the Seller and the Buyer) of the disputed items submitted to the Arbitration Firm within thirty (30) days of receipt of such disputed items. The determination by the Arbitration Firm of the disputed amounts and the Purchase Price shall be conclusive and binding on the Parties, absent manifest error. The Arbitration Firm shall act as an expert and not an arbitrator. The fees and expenses of the Arbitration Firm for such determination shall be borne by the Seller, on the one hand, and the or Buyer, on the other hand, in inverse proportion . The decision of the Independent Accountant under this clause (iii) with respect to the manner in which such Person prevails on the items resolved by the Arbitration Firm, which proportionate allocation Working Capital Inaccuracies shall be calculated deemed final and conclusive and shall be binding upon the Parties. In addition, if the other Party does not object to the Working Capital Inaccuracies within the fifteen (15) Business Day period referred to above, the Working Capital Inaccuracies shall be deemed final and conclusive and binding upon the Parties. Seller and Buyer shall pay their own respective costs and expenses incurred in connection with the matters described in this Section 3(c), provided that the fees and expenses of the Independent Accountant selected to calculate the Working Capital Inaccuracies pursuant to Section 3(c)(iii) shall be borne by Seller and Buyer on an aggregate a pro rata basis based on the relative dollar values degree to which the Independent Accountant has accepted their respective positions (which shall be determined by and set forth in the written report of the amounts in dispute and shall be computed by the Arbitration Firm at the time its determination of the items in dispute is rendered. For example, should the items in dispute total in amount to one thousand dollars ($1,000.00) and the Arbitration Firm awards six hundred dollars ($600.00) in favor of the Seller’s position, sixty percent (60%) of the costs and expenses of the Arbitration Firm would be borne by the Buyer and forty percent (40%) would be borne by the Seller. The Purchase Price, as finally determined pursuant to this Section 2.05(cIndependent Accountant), shall be referred to herein as the “Final Purchase Price.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Final Purchase Price, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by wire transfer of immediately available funds. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.