Common use of Final Closing Balance Sheet Calculation Clause in Contracts

Final Closing Balance Sheet Calculation. As promptly as possible, but in any event within sixty (60) days after the Closing Date, the Parent shall deliver to the Seller Representative (a) a consolidated balance sheet of the Group Companies as of the Reference Time (the “Closing Balance Sheet”), and (b) a statement showing the Cash, Indebtedness, Net Working Capital and Transaction Expenses (the “Closing Statement”) in each case, including reasonably detailed supporting information and calculations of the components thereof prepared by the Parent in good faith based on the Company’s books and records. The Closing Balance Sheet shall be prepared and Cash, Indebtedness, Net Working Capital and Transaction Expenses shall be determined in accordance with this Agreement, the definitions hereof and the Accounting Principles. The Parties agree that the purpose of preparing the Closing Balance Sheet and determining Cash, Indebtedness, Net Working Capital and Transaction Expenses and the related purchase price adjustment contemplated by this Section 1.11 is to measure the amount of Cash, Indebtedness, the difference between Net Working Capital and the Target Net Working Capital Amount, and Transaction Expenses and such processes are not intended to permit the introduction of judgments with respect to setting the appropriate levels of reserves, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies, in each case, that is different or inconsistent with the definitions hereof or the Accounting Principles. After delivery of the Closing Statement and in connection with the Seller Representative’s review of the Closing Statement, (i) the Seller Representative and its accountants and other Representatives shall be permitted reasonable access at normal business hours and upon a reasonable advance request to review the Surviving Company’s and its Subsidiaries’ books and records and any work papers to the extent related to the preparation of the Closing Statement and (ii) the Seller Representative and its accountants and other Representatives may make inquiries of the Parent, the Surviving Company, its Subsidiaries and their respective accountants and employees, in each case as designated by the Parent, regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereof, and the Parent shall use its, and shall cause the Surviving Company and its Subsidiaries to use their, commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. If the Seller Representative has any objections to the Closing Statement, the Seller Representative shall deliver to the Parent a statement setting forth its objections thereto with reasonably detailed supporting information (an “Objections Statement”). After delivery of the Objections Statement and in connection with the Parent’s review of the Objections Statement, the Parent and its accountants and other Representatives shall be given access to any books, records and work paper related to the preparation of the Objections Statement and to the Seller Representative and its accountants and other Representatives in the same manner and to the same extent as contemplated by clauses (i) and (ii) above, mutatis mutandis. If an Objections Statement is not delivered to the Parent within forty-five (45) days following the date of delivery of the Closing Statement, the Closing Statement shall be final, binding and non-appealable by the Parties. The Seller Representative and the Parent shall negotiate in good faith to resolve any such objections, but if they do not reach a final resolution within fifteen (15) days after the delivery of the Objections Statement, the Seller Representative and the Parent shall submit such dispute to the New York office of a Specified Accounting Firm reasonably acceptable to the Parent and the Seller Representative, or if no such Specified Accounting Firm is willing and able to serve, another independent accounting firm of national reputation mutually acceptable to the Parent and the Seller Representative (the “Dispute Resolution Arbiter”). Any further submissions to the Dispute Resolution Arbiter must be written and delivered to each party to the dispute. The Dispute Resolution Arbiter shall consider only those items and amounts that are identified in the Objections Statement as being items which the Seller Representative and the Parent are unable to resolve, and any other items and amounts impacted by the resolution of the items and amounts disputed in the Objections Statement, and any other items set forth in the Closing Statement shall be deemed final and binding on the Parties. The Dispute Resolution Arbiter’s determination shall be based solely on the definitions of Cash, Indebtedness, Net Working Capital and Transaction Expenses contained herein and the Accounting Principles, including this Section 1.11. The Seller Representative and the Parent shall use their commercially reasonable efforts to cause the Dispute Resolution Arbiter to resolve all disagreements as soon as practicable in amounts between the disputed amounts set forth in the Closing Statement and the Objections Statement. Further, the Dispute Resolution Arbiter’s determination shall be based solely on the presentations by the Parent and the Seller Representative that are in accordance with the terms and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The resolution of the dispute by the Dispute Resolution Arbiter shall be final and binding on and non-appealable by the Parties hereto. The costs and expenses of the Dispute Resolution Arbiter shall be allocated between the Parent, on the one hand, and the Seller Representative (on behalf of the Securityholders), on the other hand, based upon the percentage that the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if the Seller Representative claims the aggregate Merger Consideration is $1,000 greater than the amount determined by the Parent, and if the Dispute Resolution Arbiter ultimately resolves the dispute by awarding the Seller Representative (for the benefit of the Securityholders) $300 of the $1,000 contested, then the costs and expenses of arbitration shall be allocated thirty percent (30%) (i.e., 300 ÷ 1,000) to the Parent and seventy percent (70%) (i.e., $700 ÷ 1,000) to the Seller Representative (on behalf of the Securityholders). In resolving each disputed item of the Objections Statement, the Dispute Resolution Arbiter will be authorized only to choose either the Seller Representative’s position or the Parent’s position for such item (as each position had been disclosed to the other in its respective Objections Statement, as amended in the manner provided below), but recognizing that the Dispute Resolution Arbiter may resolve the Objections Statements on an item-by-item basis so that it may choose the Seller Representative’s position on some items and the Parent’s position on other items.

Final Closing Balance Sheet Calculation. As promptly as possible, but in any event within sixty (60) days after the Closing Date, the Parent shall Purchaser will deliver to the Seller Representative (a) a consolidated balance sheet of the Group Companies as of the Reference Time (the “Closing Balance Sheet”), and (b) a statement showing the calculation of Cash, Indebtedness, Transaction Expenses and Net Working Capital and Transaction Expenses (the “Closing Preliminary Statement”) in each case, including reasonably detailed supporting information and ). The calculations of the components thereof prepared by the Parent in good faith based on the Company’s books and records. The Closing Balance Sheet shall be prepared and Cash, Indebtedness, Transaction Expenses and Net Working Capital and Transaction Expenses shall be determined (including for purposes of Section 1.03) on a consolidated basis (of the Company and its Subsidiaries, and not on a consolidated basis of the Purchaser and its Subsidiaries) in accordance with this AgreementGAAP using the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the definitions hereof preparation of the calculation of Net Working Capital set forth on Exhibit A and, to the extent not specified on Exhibit A, in the preparation of the Latest Balance Sheet, and shall not include any changes in assets or liabilities as a result of purchase accounting adjustments (related to the Accounting Principlestransactions contemplated hereby) or other changes arising from or resulting as a consequence of the transactions contemplated hereby. The Parties parties agree that the purpose of preparing the Closing Balance Sheet and determining Cash, Indebtedness, Transaction Expenses and Net Working Capital and Transaction Expenses and the related purchase price adjustment contemplated by this Section 1.11 1.04 is to (i) measure the amount of Cash, Indebtedness, the difference between Indebtedness and Transaction Expenses and (ii) measure changes in Net Working Capital and against the Target Net Working Capital Amount, and Transaction Expenses and such processes are not intended to permit the introduction of judgments with respect to setting the appropriate levels of reservesdifferent judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologiesmethodologies for the purpose of determining Cash, in each caseIndebtedness, that is different Transaction Expenses or inconsistent with the definitions hereof or the Accounting PrinciplesNet Working Capital. After delivery of the Closing Statement and in connection with Preliminary Statement, the Purchaser shall cause the Company to provide the Seller Representative’s review of the Closing Statement, (i) the Seller Representative and its accountants and other Representatives shall be permitted representatives reasonable access at normal business hours and upon a reasonable advance request to review the Surviving Company’s and its Subsidiaries’ books and records and any work papers to the extent related to the preparation of the Closing Statement and (ii) the Preliminary Statement. The Seller Representative and its accountants and other Representatives representatives may make inquiries of the ParentPurchaser, the Surviving Company, its Subsidiaries Company and their respective accountants and employees, in each case as designated by the Parent, regarding questions concerning or disagreements with the Closing Preliminary Statement arising in the course of their review thereof, and the Parent Purchaser shall use its, and shall cause the Surviving Company and its Subsidiaries to use their, commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. If the Seller Representative has any objections to the Closing Preliminary Statement, the Seller Representative shall deliver to the Parent Purchaser a statement setting forth its objections thereto in reasonable detail each objected item or amount and the basis for such objection, together with reasonably detailed supporting information calculations (an “Objections Statement”). After delivery of the Objections Statement and in connection with the Parent’s review of the Objections Statement, the Parent and its accountants and other Representatives shall be given access to any books, records and work paper related to the preparation of the Objections Statement and to the Seller Representative and its accountants and other Representatives in the same manner and to the same extent as contemplated by clauses (i) and (ii) above, mutatis mutandis. If an Objections Statement is not delivered to the Parent Purchaser within forty-five sixty (4560) days following the date of after delivery of the Closing StatementPreliminary Statement to the Seller, the Closing Preliminary Statement shall be final, binding and non-appealable by the Partiesparties hereto. The Seller Representative and the Parent Purchaser shall negotiate in good faith to resolve any such objections, but if they do not reach a final resolution within fifteen thirty (1530) days after the delivery of the Objections Statement, the Seller Representative and the Parent Purchaser shall submit such dispute to the New York office of a Specified Accounting Firm reasonably acceptable to the Parent and the Seller Representative, or if no such Specified Accounting Firm is willing and able to serve, another independent accounting firm of national reputation mutually acceptable to the Parent and the Seller Representative Duff & Xxxxxx Corporation (the “Dispute Resolution ArbiterValuation Firm”). Any further submissions to the Dispute Resolution Arbiter Valuation Firm must be written and delivered to each party to the dispute. The Dispute Resolution Arbiter Valuation Firm shall consider only those items and amounts that are identified in the Objections Statement as being items which the Seller Representative and the Parent are unable to resolve, and any other items and amounts impacted by the resolution of the items and amounts disputed in the Objections Statement, and any other items set forth in the Closing Statement shall be deemed make a final and binding on the Parties. The Dispute Resolution Arbiter’s determination shall be based solely on the definitions of Cash, Indebtedness, Transaction Expenses and Net Working Capital and Transaction Expenses contained herein Capital, and the Accounting Principlesresulting Final Cash Consideration calculated with reference to such amounts to the extent such amounts are in dispute, including this Section 1.11. The Seller Representative and the Parent shall use their commercially reasonable efforts to cause the Dispute Resolution Arbiter to resolve all disagreements as soon as practicable in amounts between the disputed amounts set forth in the Closing Statement and the Objections Statement. Further, the Dispute Resolution Arbiter’s determination shall be based solely on the presentations by the Parent and the Seller Representative that are in accordance with the terms guidelines and procedures set forth in this Agreement (i.e., not and on Exhibit B. The parties will cooperate with the basis Valuation Firm during the term of an independent review)its engagement. The resolution determination of Cash, Indebtedness, Transaction Expenses and Net Working Capital as of the dispute by Closing Date, and the Dispute Resolution Arbiter resulting Final Cash Consideration calculated with reference thereto, shall be become final and binding on and non-appealable by the Parties hereto. The costs and expenses of the Dispute Resolution Arbiter shall be allocated between the Parent, parties on the one hand, and date the Seller Representative (on behalf of the Securityholders), on the other hand, based upon the percentage that the portion of the contested amount not awarded to each Party bears Valuation Firm delivers its final resolution in writing to the amount actually contested by such Party. For example, if the Seller Representative claims the aggregate Merger Consideration is $1,000 greater than the amount determined by the Parent, and if the Dispute Resolution Arbiter ultimately resolves the dispute by awarding the Seller Representative (for the benefit of the Securityholders) $300 of the $1,000 contested, then the costs and expenses of arbitration shall be allocated thirty percent (30%) (i.e., 300 ÷ 1,000) to the Parent and seventy percent (70%) (i.e., $700 ÷ 1,000) to the Seller Representative (on behalf of the Securityholders). In resolving each disputed item of the Objections Statement, the Dispute Resolution Arbiter will be authorized only to choose either the Seller Representative’s position or the Parent’s position for such item (as each position had been disclosed to the other in its respective Objections Statement, as amended in the manner provided below), but recognizing that the Dispute Resolution Arbiter may resolve the Objections Statements on an item-by-item basis so that it may choose the Seller Representative’s position on some items and the Parent’s position on other itemsparties.

Final Closing Balance Sheet Calculation. As promptly as possible, but in any event within sixty (60) 60 days after the Closing Date, the Parent Purchaser shall deliver to the Seller Representative (a) a consolidated balance sheet statement, together with reasonable supporting detail, showing the calculation of the Group Companies as of the Reference Time (the “Closing Balance Sheet”)Cash Amount, and (b) a statement showing the CashIndebtedness Amount, IndebtednessTransaction Expenses, Net Working Capital Amount and Transaction Expenses the SmartMed Estimated 2016 Earnout Payment Amount (the “Closing "Preliminary Statement”) "). Notwithstanding anything to the contrary in each case, including reasonably detailed supporting information and calculations of the components thereof prepared by the Parent in good faith based on the Company’s books and records. The Closing Balance Sheet shall be prepared and Cash, Indebtedness, Net Working Capital and Transaction Expenses shall be determined in accordance with this Agreement, the definitions hereof Cash Amount, Indebtedness Amount, Transaction Expenses and Net Working Capital Amount shall be determined on a consolidated basis in accordance with the Accounting Principlessame accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the Latest Audited Balance Sheet, except as otherwise set forth in the definition of Net Working Capital Amount, and shall not include any changes in assets or liabilities as a result of purchase accounting adjustments. The Parties agree that the purpose of preparing determining the Closing Balance Sheet Cash Amount, Indebtedness Amount, Transaction Expenses and determining Cash, Indebtedness, Net Working Capital and Transaction Expenses Amount and the related purchase price adjustment contemplated by this Section 1.11 2.2 (including any estimates of the foregoing) is to (a) measure the amount of CashCash Amount, Indebtedness, Indebtedness Amount and Transaction Expenses and (b) measure changes in the difference between Net Working Capital and Amount against the Target Net Working Capital Amount, and Transaction Expenses and such processes are not intended to permit the introduction of judgments with respect to setting the appropriate levels of reservesdifferent judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologiesmethodologies for the purpose of determining the Cash Amount, in each caseIndebtedness Amount, Transaction Expenses or Net Working Capital Amount that is are different or inconsistent with from those contemplated by the definitions hereof or the Accounting Principlesforegoing provisions of this Section 2.2. After delivery of the Closing Statement and in connection with the Seller Representative’s review of the Closing Statement, (i) the The Seller Representative and its accountants and other Representatives shall be permitted reasonable full access at (during normal business hours and upon a reasonable advance request hours) to review the Surviving Company’s 's and its Subsidiaries’ ' books and records and any work papers to (including, if any, those of the extent Company's independent accountants) related to the preparation of the Closing Preliminary Statement and (ii) the adjustments contemplated thereby. The Seller Representative and its accountants and other Representatives may make reasonable inquiries of the ParentPurchaser, the Surviving Company, its Subsidiaries Company and their respective accountants and employees, in each case as designated by the Parent, regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereofdisagreements, and the Parent Purchaser shall use its, and shall cause the Surviving Company and its Subsidiaries to use their, commercially reasonable best efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. At the request of the Seller Representative, the Company shall make available during normal business hours its and its Subsidiaries' personnel and Representatives to advise and assist the Seller Representative in its review of the Preliminary Statement and any objections or disputes with respect thereto. If the Seller Representative has any objections to the Closing Preliminary Statement, the Seller Representative shall deliver to the Parent Purchaser a statement setting forth its objections thereto thereto, showing in reasonable detail, to the extent available to the Seller Representative, and subject to Purchaser and the Company having materially complied with reasonably detailed supporting information their obligations under this Section 2.2, the Seller Representative's explanation for its position (an “"Objections Statement”"). After delivery of Any items or amounts not disputed in the Objections Statement will be final, binding and in connection with non-appealable by the Parent’s review of the Objections Statement, the Parent and its accountants and other Representatives shall be given access to any books, records and work paper related to the preparation of the Objections Statement and to the Seller Representative and its accountants and other Representatives in the same manner and to the same extent as contemplated by clauses (i) and (ii) above, mutatis mutandisParties. If an Objections Statement is not delivered to the Parent Purchaser within forty-five (45) 45 days following the date of after delivery of the Closing StatementPreliminary Statement to the Seller Representative, the Closing Preliminary Statement shall be final, binding and non-appealable by the Parties, and the Seller Representative shall be deemed to have waived any rights to object to the Preliminary Statement or deliver an Objections Statement. The Seller Representative and the Parent Purchaser shall negotiate in good faith to resolve any such objections, but if and to the extent they do not reach a final resolution within fifteen (15) 30 days after the delivery of the Objections Statement, the Seller Representative and the Parent Purchaser shall submit such dispute to the New York office of a Specified Accounting Firm reasonably acceptable to the Parent and the Seller Representative, or if no such Specified Accounting Firm is willing and able to serve, another independent accounting firm of national reputation mutually acceptable to the Parent and the Seller Representative KPMG LLP (the “Dispute Resolution Arbiter”"Valuation Firm"). Any further submissions to the Dispute Resolution Arbiter Valuation Firm must be written and delivered to each party to the dispute. The Dispute Resolution Arbiter Valuation Firm shall consider only those items and amounts that are identified in the Objections Statement as being items which the Seller Representative and the Parent are unable to resolve, and any other items and amounts impacted by the resolution make a final determination of the items and amounts disputed in the Objections StatementCash Amount, and any other items set forth in the Closing Statement shall be deemed final and binding on the Parties. The Dispute Resolution Arbiter’s determination shall be based solely on the definitions of CashIndebtedness Amount, IndebtednessTransaction Expenses, Net Working Capital and Transaction Expenses contained herein Amount, SmartMed Estimated 2016 Earnout Payment Amount, and the Accounting Principles, including this Section 1.11. The Seller Representative and resulting Final Closing Purchase Price calculated with reference to such amounts (solely to the Parent shall use their commercially reasonable efforts to cause the Dispute Resolution Arbiter to resolve all disagreements as soon as practicable extent such amounts are in amounts between the disputed amounts set forth in the Closing Statement and the Objections Statement. Further, the Dispute Resolution Arbiter’s determination shall be based solely on the presentations by the Parent and the Seller Representative that are dispute) in accordance with the terms guidelines and procedures set forth in this Agreement (i.e., not and on Exhibit E. The Parties shall cooperate with the basis Valuation Firm during the term of an independent review)its engagement. The resolution determination of the dispute Cash Amount, Indebtedness Amount, Transaction Expenses, Net Working Capital Amount, SmartMed Estimated 2016 Earnout Payment Amount, and the resulting Final Closing Purchase Price calculated with reference thereto, in each case in the manner contemplated by the Dispute Resolution Arbiter this Section 2.2, shall be become final and binding on and non-appealable the Parties on the date the Valuation Firm delivers its final resolution in writing to the parties. If any unresolved objections are submitted to the Valuation Firm, then, for purposes of this Section 2.2, Purchaser shall be the prevailing party in such proceeding if a majority of the dollar amount of the unresolved objections are decided by the Parties heretoValuation Firm in favor of Purchaser, and the Seller Representative shall be the prevailing party if a majority of the dollar amount of the unresolved objections are decided by the Valuation Firm in favor of the Seller Representative. The Party that is not the prevailing party shall pay all of the fees, costs and expenses of the Dispute Resolution Arbiter shall be allocated between the Parent, on the one hand, and the Seller Representative (on behalf of the Securityholders), on the other hand, based upon the percentage that the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if the Seller Representative claims the aggregate Merger Consideration is $1,000 greater than the amount determined by the Parent, and if the Dispute Resolution Arbiter ultimately resolves the dispute by awarding the Seller Representative (for the benefit of the Securityholders) $300 of the $1,000 contested, then the costs and expenses of arbitration shall be allocated thirty percent (30%) (i.e., 300 ÷ 1,000) to the Parent and seventy percent (70%) (i.e., $700 ÷ 1,000) to the Seller Representative (on behalf of the Securityholders). In resolving each disputed item of the Objections Statement, the Dispute Resolution Arbiter will be authorized only to choose either the Seller Representative’s position or the Parent’s position for such item (as each position had been disclosed to the other in its respective Objections Statement, as amended in the manner provided below), but recognizing that the Dispute Resolution Arbiter may resolve the Objections Statements on an item-by-item basis so that it may choose the Seller Representative’s position on some items and the Parent’s position on other itemsValuation Firm.

Final Closing Balance Sheet Calculation. As promptly as possible, but in any event within sixty Within ninety (6090) days after the Closing Date, the Parent shall Purchaser will deliver to the Seller Representative (a) a consolidated balance sheet of the Group Companies Company and its Subsidiaries as of immediately prior to the Reference Time Closing (the “Closing Balance Sheet”), ) and (b) a statement showing the calculation of Cash, Indebtedness, Indebtedness and Net Working Capital derived from the Closing Balance Sheet and of Transaction Expenses (together with the Closing Balance Sheet, the “Closing Preliminary Statement”) in each case, including reasonably detailed supporting information and calculations of the components thereof prepared by the Parent in good faith based on the Company’s books and records). The Closing Balance Sheet shall be prepared and Cash, Indebtedness, Indebtedness and Net Working Capital and Transaction Expenses shall be determined (including by the Company for purposes of Section 1.03) on a consolidated basis in accordance with this AgreementGAAP, consistently applied, using the definitions hereof and the Accounting Principles. The Parties agree that the purpose of preparing the Closing Balance Sheet and determining Cash, Indebtedness, Net Working Capital and Transaction Expenses and the related purchase price adjustment contemplated by this Section 1.11 is to measure the amount of Cash, Indebtedness, the difference between Net Working Capital and the Target Net Working Capital Amount, and Transaction Expenses and such processes are not intended to permit the introduction of judgments with respect to setting the appropriate levels of reserves, same accounting methods, policies, principles, practices, practices and procedures, classifications or with consistent classifications, judgments and estimation methodologiesmethodology, as were used in the preparation of the calculation of Net Working Capital set forth on Exhibit A, and to the extent not specified on Exhibit A, in each casethe preparation of the Latest Balance Sheet, that is different and shall not include any changes in assets or inconsistent with liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the definitions hereof or the Accounting Principlestransactions contemplated hereby. After delivery of the Closing Preliminary Statement and in connection with until the end of the Review Period, the Seller Representative’s review of the Closing Statement, (i) the Seller Representative and its accountants and other Representatives shall be permitted reasonable access at normal business hours and upon a reasonable advance request to review the Surviving Company’s and its Subsidiaries’ books and records and any work papers to the extent related to the preparation of the Closing Statement and (ii) the Preliminary Statement. The Seller Representative and its accountants and other Representatives may make reasonable inquiries of the ParentPurchaser, the Surviving Company, its Subsidiaries Company and their respective accountants and employees, in each case as designated by the Parent, regarding questions concerning or disagreements with the Closing Preliminary Statement arising in the course of their review thereof, and the Parent Purchaser shall use its, and shall cause the Surviving Company and its Subsidiaries to use their, commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. At the request of the Seller, the Company shall provide the Seller with reasonable access to the financial and accounting staff of the Company and all information reasonably requested by Seller in each case in connection with Seller’s review of the Preliminary Statement and any objections or disputes with respect thereto pursuant to this Section 1.04. If the Seller Representative has any objections to the Closing Preliminary Statement, the Seller Representative shall deliver to the Parent Purchaser a statement setting forth in reasonable detail its objections thereto with reasonably detailed supporting information thereto, including (if Seller has sufficient substantiating information) its calculation of each disputed item (an “Objections Statement”). After delivery of the Objections Statement and in connection with the Parent’s review of the Objections Statement, the Parent and its accountants and other Representatives shall be given access to any books, records and work paper related to the preparation of the Objections Statement and to the Seller Representative and its accountants and other Representatives in the same manner and to the same extent as contemplated by clauses (i) and (ii) above, mutatis mutandis. If an Objections Statement is not delivered (or is delivered only as to a specific portion or portions of the Cash, Indebtedness, Net Working Capital or Transaction Expenses calculation) to the Parent Purchaser within forty-five sixty (4560) days following the date of after delivery of the Closing StatementPreliminary Statement to the Seller (such sixty (60) day period, the Closing “Review Period”), the Preliminary Statement (or such portion of it that is not in dispute) shall be final, binding and non-appealable by the Partiesparties hereto. The Seller Representative and the Parent Purchaser shall negotiate in good faith to resolve any such objections, but if they do not reach a final resolution within fifteen thirty (1530) days after the delivery of the Objections StatementStatement (the “Negotiation Period”), the Seller Representative and the Parent shall Purchaser shall, within fifteen (15) days after the end of the Negotiation Period, submit such dispute to the New York office of a Specified Accounting Firm reasonably acceptable to the Parent and the Seller RepresentativeXxxxx Xxxxxxxx LLP or, if Xxxxx Xxxxxxxx LLP is unavailable or if no such Specified Accounting Firm is willing and able unwilling to serve, another independent firm (other than a Big Four accounting firm) mutually agreed upon by the parties (the “Valuation Firm”); provided that if Purchaser and the Seller are unable to agree upon such firm within ten (10) days after the end of the Negotiation Period, then the Valuation Firm shall be an accounting or valuation firm of national reputation mutually acceptable to standing (other than a Big Four accounting firm) appointed by the Parent and American Arbitration Association in New York, New York (provided that such firm shall not be the independent auditor of (or otherwise provide services under a contractual arrangement with) either Purchaser (or any of its Affiliates) or the Seller Representative (the “Dispute Resolution Arbiter”or any of its Affiliates (excluding private equity fund portfolio companies)). Any further submissions to the Dispute Resolution Arbiter Valuation Firm must be written and delivered to each party to the dispute. The Dispute Resolution Arbiter Valuation Firm shall consider only those items and amounts that are identified in disputes submitted to it for resolution. In resolving each such dispute, the Objections Statement as being items which the Seller Representative and the Parent are unable to resolve, and any other items and amounts impacted by the resolution of the items and amounts disputed in the Objections Statement, and any other items set forth in the Closing Statement Valuation Firm (i) shall be deemed final and binding on the Parties. The Dispute Resolution Arbiter’s make its determination shall be based solely on the definitions presentations and supporting material provided by Purchaser and Seller and not pursuant to any independent review and (ii) may not assign a value to any item greater than the greatest value for such item claimed by either Purchaser or Seller or less than the smallest value for such item claimed by either Purchaser or Seller. The Valuation Firm shall make a final determination of Cash, Indebtedness, Net Working Capital and Transaction Expenses contained herein Expenses, and the Accounting Principles, including this Section 1.11resulting Final Cash Consideration calculated with reference to such amounts to the extent such amounts are in dispute. The Seller Representative parties will cooperate with the Valuation Firm during the term of its engagement. The determination of Cash, Indebtedness, Net Working Capital and Transaction Expenses, and the Parent resulting Final Cash Consideration calculated with reference thereto, shall use their commercially reasonable efforts to cause the Dispute Resolution Arbiter to resolve all disagreements as soon as practicable in amounts between the disputed amounts set forth in the Closing Statement and the Objections Statement. Further, the Dispute Resolution Arbiter’s determination shall be based solely on the presentations by the Parent and the Seller Representative that are in accordance with the terms and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The resolution of the dispute by the Dispute Resolution Arbiter shall be become final and binding on the parties on the date the Valuation Firm delivers its final resolution in writing to the parties (which final resolution the Valuation Firm shall deliver to Purchaser and non-appealable by the Parties heretoSeller as promptly as practicable and in any event shall endeavor to do so within thirty (30) days after its appointment). The costs Purchaser and the Seller will retain the Valuation Firm and each pay 50% of any retainer. During the engagement, the Valuation Firm will xxxx 50% of the total charges to the Purchaser and 50% of the total charges to the Seller. The Valuation Firm shall allocate the final fees and expenses of the Dispute Resolution Arbiter shall be allocated between the Parent, on the one hand, and the Seller Representative (on behalf of the Securityholders), on the other hand, such firm’s work based upon the percentage that the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For exampleparty (i.e., if the Seller Representative claims submits an Objections Statement for $1,000, the aggregate Merger Consideration is Purchaser contests only $1,000 greater than 500 of the amount determined claimed by the ParentSeller, and if the Dispute Resolution Arbiter Valuation Firm ultimately resolves the dispute by awarding the Seller Representative (for the benefit of the Securityholders) $300 of the $1,000 contestedcontested amount, then the costs and expenses of arbitration shall the Valuation Firm will be allocated thirty percent (30%) (i.e., 300 ÷ 1,000) 60% to the Parent Purchaser and seventy percent (70%) (i.e., $700 ÷ 1,000) 40% to the Seller Representative (on behalf of the SecurityholdersSeller). In resolving each disputed item of the Objections Statement, the Dispute Resolution Arbiter will be authorized only to choose either the Seller Representative’s position or the Parent’s position for such item (as each position had been disclosed to the other in its respective Objections Statement, as amended in the manner provided below), but recognizing that the Dispute Resolution Arbiter may resolve the Objections Statements on an item-by-item basis so that it may choose the Seller Representative’s position on some items and the Parent’s position on other items.

Final Closing Balance Sheet Calculation. As promptly as possible, but in any event within sixty ninety (6090) days after the Closing Date, the Parent shall Purchaser will deliver to the Seller Sellers' Representative (a) a consolidated balance sheet of the Group Companies as of the Reference Time (the “Closing Balance Sheet”), and (b) a statement showing the Cash, Indebtedness, Net Working Capital and Transaction Expenses (the “Closing Statement”) in each case, including reasonably detailed supporting information and calculations of the components thereof prepared by the Parent in reasonable detail its good faith based on the Company’s books and records. The Closing Balance Sheet shall be prepared and Cash, Indebtedness, Net Working Capital and Transaction Expenses shall be determined in accordance with this Agreement, the definitions hereof and the Accounting Principles. The Parties agree that the purpose of preparing the Closing Balance Sheet and determining Cash, Indebtedness, Net Working Capital and Transaction Expenses and the related purchase price adjustment contemplated by this Section 1.11 is to measure the amount calculation of Cash, Indebtedness, the difference between Transaction Expenses and Net Working Capital and (the Target Net Working Capital Amount, and Transaction Expenses and such processes are not intended to permit the introduction of judgments with respect to setting the appropriate levels of reserves, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies, in each case, that is different or inconsistent with the definitions hereof or the Accounting Principles"Preliminary Statement"). After delivery of the Closing Statement and in connection with the Seller Representative’s review of the Closing Preliminary Statement, (i) Purchaser shall cause the Seller Company to provide Sellers' Representative and its Sellers' Representative's accountants and other Representatives shall be permitted representatives reasonable access at normal business hours and upon a reasonable advance request to review the Surviving Company’s and its Subsidiaries’ 's books and records and any work papers (subject to the extent customary access agreements) related to the preparation of the Closing Preliminary Statement and (ii) or the Seller calculation of the components thereof. Sellers' Representative and its Sellers' Representative's accountants and other Representatives representatives may make inquiries of the ParentPurchaser, the Surviving Company, its Subsidiaries Company and their respective accountants and employees, in each case as designated by the Parent, regarding questions concerning or disagreements with the Closing Preliminary Statement arising in the course of their review thereof, and Purchaser and the Parent Company shall timely respond to such inquiries and Purchaser shall use its, and shall cause the Surviving Company and its Subsidiaries to use theirits, commercially reasonable efforts to cause any such accountants and employees to cooperate with and timely respond to such inquiries. If the Seller Sellers' Representative has any objections to the Closing Preliminary Statement, the Seller Sellers' Representative shall deliver to the Parent Purchaser a statement setting forth its objections thereto in reasonable detail each objected item or amount and the basis for such objection, together with reasonably detailed supporting information calculations (an “"Objections Statement”"). After delivery of the Objections Statement and in connection with the Parent’s review of the Objections Statement, the Parent and its accountants and other Representatives shall be given access to any books, records and work paper related to the preparation of the Objections Statement and to the Seller Representative and its accountants and other Representatives in the same manner and to the same extent as contemplated by clauses (i) and (ii) above, mutatis mutandis. If an Objections Statement is not delivered to the Parent Purchaser within forty-five thirty (4530) days following the date of after delivery of the Closing StatementPreliminary Statement to Sellers' Representative, the Closing Preliminary Statement shall be final, binding and non‑appealable by the parties hereto. Any item in the Preliminary Statement not included in the Objections Statement shall be final, binding and non-appealable by the Partiesparties hereto as set forth in the Preliminary Statement. The Seller Sellers' Representative and the Parent Purchaser shall negotiate in good faith to resolve any such objectionsobjections set forth in the Objection Statement, but if they do not reach a final resolution within fifteen twenty (1520) days after the delivery of the Objections Statement, the Seller Sellers' Representative and the Parent Purchaser shall submit such dispute to BDO USA, LLP (the New York office of "Valuation Firm") to resolve as an expert and not an arbiter. If BDO USA, LLP is unwilling or unable to perform the requested services, then the Valuation Firm will be a Specified Accounting Firm reasonably acceptable to the Parent and the Seller Representative, or if no such Specified Accounting Firm is willing and able to serve, another nationally recognized independent public accounting firm of national reputation mutually acceptable agreeable to the Parent Purchaser and the Seller Sellers' Representative (the “Dispute Resolution Arbiter”and Purchaser and Sellers' Representative shall act promptly and reasonably in so agreeing). Any further submissions to the Dispute Resolution Arbiter Valuation Firm must be written and delivered to each party to the dispute. The Dispute Resolution Arbiter Valuation Firm shall consider only those items and amounts that are identified in the Objections Statement as being items which the Seller Representative and the Parent are unable to resolve, and any other items and amounts impacted by the resolution of the items and amounts disputed in the Objections Statement, and any other items set forth in the Closing Statement shall be deemed make a final and binding on the Parties. The Dispute Resolution Arbiter’s determination shall be based solely on the definitions of Cash, Indebtedness, Transaction Expenses and Net Working Capital and Transaction Expenses contained herein Capital, and the Accounting Principlesresulting Final Purchase Price calculated with reference to such amounts to the extent such amounts are in dispute, including this Section 1.11. The Seller Representative and the Parent shall use their commercially reasonable efforts to cause the Dispute Resolution Arbiter to resolve all disagreements as soon as practicable in amounts between the disputed amounts set forth in the Closing Statement and the Objections Statement. Further, the Dispute Resolution Arbiter’s determination shall be based solely on the presentations by the Parent and the Seller Representative that are in accordance with the terms guidelines and procedures set forth in this Agreement (i.e., not and on Exhibit B. The parties will cooperate with the basis Valuation Firm during the term of an independent review)its engagement. The resolution determination of Cash, Indebtedness, Transaction Expenses and Net Working Capital, and the dispute by the Dispute Resolution Arbiter resulting Final Purchase Price calculated with reference thereto, shall be become final and binding on and non-appealable by the Parties hereto. The costs and expenses of the Dispute Resolution Arbiter shall be allocated between the Parent, parties on the one hand, and date the Seller Representative (on behalf of the Securityholders), on the other hand, based upon the percentage that the portion of the contested amount not awarded to each Party bears Valuation Firm delivers its final resolution in writing to the amount actually contested by such Party. For example, if the Seller Representative claims the aggregate Merger Consideration is $1,000 greater than the amount determined by the Parent, and if the Dispute Resolution Arbiter ultimately resolves the dispute by awarding the Seller Representative (for the benefit of the Securityholders) $300 of the $1,000 contested, then the costs and expenses of arbitration shall be allocated thirty percent (30%) (i.e., 300 ÷ 1,000) to the Parent and seventy percent (70%) (i.e., $700 ÷ 1,000) to the Seller Representative (on behalf of the Securityholders). In resolving each disputed item of the Objections Statement, the Dispute Resolution Arbiter will be authorized only to choose either the Seller Representative’s position or the Parent’s position for such item (as each position had been disclosed to the other in its respective Objections Statement, as amended in the manner provided below), but recognizing that the Dispute Resolution Arbiter may resolve the Objections Statements on an item-by-item basis so that it may choose the Seller Representative’s position on some items and the Parent’s position on other itemsparties.

Final Closing Balance Sheet Calculation. As promptly as possible, but in any event within sixty Within ninety (6090) days after the Closing Date, the Parent shall deliver to the Seller Representative (a) a consolidated balance sheet of the Group Companies as of the Reference Time (the “Closing Balance Sheet”), ) and (b) a statement showing the Cash, Indebtedness, Net Working Capital and Transaction Expenses Expenses, in each case, as of the Reference Time (the “Closing Statement”) in each case, including reasonably detailed supporting information and calculations of the components thereof prepared by the Parent in good faith based on the Company’s books and records). The Closing Balance Sheet and the determinations contained therein shall be prepared and Cash, Indebtedness, Net Working Capital and Transaction Expenses shall be determined in accordance with this Agreement, the definitions hereof and the Accounting Principles. The Parties agree that the purpose of preparing the Closing Balance Sheet and determining Cash, Indebtedness, Net Working Capital and Transaction Expenses and the related purchase price adjustment contemplated by this Section 1.11 1.08 is to measure the amount of Cash, Indebtedness, the difference between Net Working Capital and the Target Net Working Capital AmountTransaction Expenses, and Transaction Expenses and such processes are not intended to permit the introduction of judgments with respect to setting the appropriate levels of reserves, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologiesmethodologies different than the Accounting Principles for the purpose of preparing the Closing Balance Sheet or making the determinations contained therein. The calculations of Cash, Indebtedness and Net Working Capital in each case, that is different the Closing Statement will entirely disregard (i) any financing or inconsistent refinancing arrangements entered into at any time by the Parent or its Subsidiaries or any other transaction entered into by the Parent or its Subsidiaries in connection with the definitions hereof consummation of the transactions contemplated hereby, and (ii) any of the plans, transactions, fundings, payments or changes that the Accounting PrinciplesParent or its Subsidiaries initiates or makes or causes to be initiated or made after the Closing with respect to the Group Companies or their respective businesses or assets. After delivery of the Closing Statement and in connection with subject to the Seller Representative’s review execution of a customary confidentiality agreement, the Closing Statement, (i) the Seller Representative and its accountants and other Representatives representatives shall be permitted reasonable access at normal business hours and upon a reasonable advance request times to review the Surviving Company’s and its Subsidiaries’ books and records and (including any work papers to the extent papers) related to the preparation of the Closing Statement and (ii) the Seller Statement. The Representative and its accountants and other Representatives representatives may make reasonable inquiries of the Parent, Parent (it being understood the Parent will cooperate in providing any necessary corresponding inquiries of the Surviving Company, its Subsidiaries and their respective accountants and employees, in each case as designated by the Parent, ) regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereof, and the Parent shall use its, and shall cause the Surviving Company and its Subsidiaries to use their, commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. If the Seller Representative has any objections to the Closing StatementStatement based on the standards set forth in this Agreement, the Seller Representative shall deliver to the Parent a statement setting forth its objections thereto with reasonably detailed supporting information (an “Objections Statement”). After delivery of the Objections Statement and in connection with the Parent’s review of the Objections Statement, the Parent and its accountants and other Representatives shall be given access to any books, records and work paper related to the preparation of the Objections Statement and to the Seller Representative and its accountants and other Representatives in the same manner and to the same extent as contemplated by clauses (i) and (ii) above, mutatis mutandis. If an Objections Statement is not delivered to the Parent within forty-five thirty (4530) days following the date of delivery of the Closing Statement, the Closing Statement shall be final, binding and non-appealable by the Parties. The Seller Representative and the Parent shall negotiate in good faith to resolve any such objectionsobjections set forth in any Objections Statement, but if they do not reach a final resolution within fifteen thirty (1530) days after the delivery of the Objections Statement, either the Seller Representative and or the Parent shall may submit such dispute to PricewaterhouseCoopers or if they are not independent pursuant to the New York office rules and regulations of a Specified Accounting Firm the U.S. Securities and Exchange Commission at the time, another nationally recognized independent accounting firm reasonably acceptable to the Parent and the Seller Representative, or if no such Specified Accounting Firm is willing and able to serve, another independent accounting firm of national reputation mutually acceptable to the Parent and the Seller Representative (the “Dispute Resolution Arbiter”). Any further submissions to the Dispute Resolution Arbiter must be written and delivered to each party to the dispute. The Dispute Resolution Arbiter shall consider only those items and amounts that are identified in the Objections Statement as being items which that the Seller Representative and the Parent are unable to resolve, resolve (except for any items or amounts with respect to which the Representative and any other items and amounts impacted by the resolution of the items and amounts disputed in the Objections Statement, and any other items set forth in the Closing Statement shall be deemed final and binding on the PartiesParent previously resolved through a written agreement). The Dispute Resolution Arbiter’s determination shall be based solely on the definitions of Cash, Indebtedness, Net Working Capital and Transaction Expenses contained herein and the Accounting Principlesprovisions of this Agreement, including this Section 1.111.08 and the Accounting Principles. The Seller Representative and the Parent shall use their commercially reasonable efforts to cause the Dispute Resolution Arbiter to resolve all disagreements as soon as practicable in amounts between the disputed amounts set forth in the Closing Statement and the Objections Statement. Further, the Dispute Resolution Arbiter’s determination shall be based solely on the presentations by the Parent and the Seller Representative that are in accordance with the terms and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The Absent fraud or manifest error, the resolution of the dispute by the Dispute Resolution Arbiter shall be final and final, binding on and non-appealable by the Parties heretoappealable. The costs and expenses of the Dispute Resolution Arbiter shall be allocated by the Dispute Resolution Arbiter between the Parent, on the one hand, and the Seller Representative (on behalf of the Securityholders), on the other hand, based upon the percentage that the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if the Seller Representative claims the aggregate Merger Final Cash Consideration is $1,000 greater than the amount determined by the Parent, and the Parent contests only $500 of the amount claimed by the Representative, and if the Dispute Resolution Arbiter ultimately resolves the dispute by awarding the Seller Representative (for the benefit of the Securityholders) $300 of the $1,000 500 contested, then the costs and expenses of arbitration shall be allocated thirty sixty percent (3060%) (i.e., 300 ÷ 1,000500) to the Parent and seventy forty percent (7040%) (i.e., $700 200 ÷ 1,000500) to the Seller Representative (on behalf for the benefit of the Securityholders). In resolving each disputed item of the Objections Statement, the Dispute Resolution Arbiter will be authorized only to choose either the Seller Representative’s position or the Parent’s position for such item (as each position had been disclosed to the other in its respective Objections Statement, as amended in the manner provided below), but recognizing that the Dispute Resolution Arbiter may resolve the Objections Statements on an item-by-item basis so that it may choose the Seller Representative’s position on some items and the Parent’s position on other items.

Final Closing Balance Sheet Calculation. (a) As promptly as possiblereasonably practicable, but in any event within sixty seventy-five (6075) days after the Closing Date, the Parent Purchaser shall deliver to Seller a statement, together with reasonable supporting detail, showing the Seller Representative (a) a consolidated balance sheet calculation of the Group Companies as of the Reference Time (the “Closing Balance Sheet”)Cash Amount, and (b) a statement showing the Cash, IndebtednessIndebtedness Amount, Net Working Capital Amount and Transaction Expenses (the “Closing Preliminary Statement”) ). Notwithstanding anything to the contrary in each case, including reasonably detailed supporting information and calculations of the components thereof prepared by the Parent in good faith based on the Company’s books and records. The Closing Balance Sheet shall be prepared and Cash, Indebtedness, Net Working Capital and Transaction Expenses shall be determined in accordance with this Agreement, the definitions hereof Cash Amount, Indebtedness Amount and the Accounting Principles. The Parties agree that the purpose of preparing the Closing Balance Sheet and determining Cash, Indebtedness, Net Working Capital and Transaction Expenses and Amount shall be determined on a consolidated basis in accordance with GAAP applied using the related purchase price adjustment contemplated by this Section 1.11 is to measure the amount of Cash, Indebtedness, the difference between Net Working Capital and the Target Net Working Capital Amount, and Transaction Expenses and such processes are not intended to permit the introduction of judgments with respect to setting the appropriate levels of reserves, same accounting methods, policies, principles, practices, practices and procedures, classifications or with consistent classifications, judgments and estimation methodologiesmethodology, in each case, that is different or inconsistent with the definitions hereof or the Accounting Principles. After delivery of the Closing Statement and in connection with the Seller Representative’s review of the Closing Statement, (i) the Seller Representative and its accountants and other Representatives shall be permitted reasonable access at normal business hours and upon a reasonable advance request to review the Surviving Company’s and its Subsidiaries’ books and records and any work papers to the extent related to consistent with GAAP, as were used in the preparation of the Closing Statement and (ii) the Seller Representative and its accountants and other Representatives may make inquiries of the Parent, the Surviving Company, its Subsidiaries and their respective accountants and employeesLatest GM Balance Sheet and, in each the case as designated by the Parentof FidelityLink, regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereofLatest FidelityLink Trial Balances, and the Parent shall use its, and shall cause the Surviving Company and its Subsidiaries to use their, commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. If the Seller Representative has any objections to the Closing Statement, the Seller Representative shall deliver to the Parent a statement setting forth its objections thereto with reasonably detailed supporting information (an “Objections Statement”). After delivery of the Objections Statement and in connection with the Parent’s review of the Objections Statement, the Parent and its accountants and other Representatives shall be given access to any books, records and work paper related to the preparation of the Objections Statement and to the Seller Representative and its accountants and other Representatives in the same manner and to the same extent except as contemplated by clauses (i) and (ii) above, mutatis mutandis. If an Objections Statement is not delivered to the Parent within forty-five (45) days following the date of delivery of the Closing Statement, the Closing Statement shall be final, binding and non-appealable by the Parties. The Seller Representative and the Parent shall negotiate in good faith to resolve any such objections, but if they do not reach a final resolution within fifteen (15) days after the delivery of the Objections Statement, the Seller Representative and the Parent shall submit such dispute to the New York office of a Specified Accounting Firm reasonably acceptable to the Parent and the Seller Representative, or if no such Specified Accounting Firm is willing and able to serve, another independent accounting firm of national reputation mutually acceptable to the Parent and the Seller Representative (the “Dispute Resolution Arbiter”). Any further submissions to the Dispute Resolution Arbiter must be written and delivered to each party to the dispute. The Dispute Resolution Arbiter shall consider only those items and amounts that are identified in the Objections Statement as being items which the Seller Representative and the Parent are unable to resolve, and any other items and amounts impacted by the resolution of the items and amounts disputed in the Objections Statement, and any other items otherwise set forth in the definitions of such terms (including, in the case of the Indebtedness Amount, (1) to the extent Indebtedness includes any non-GAAP items and (2) with respect to the Payoff Debt, which shall be calculated to reflect the amounts that would be required to satisfy and discharge in full such Indebtedness as of the Closing as set forth in the Payoff Letters), and the Cash Amount, Indebtedness Amount, Transaction Expenses and Net Working Capital Amount shall be calculated without giving effect to and shall not include (w) any changes in assets or liabilities as a result of purchase accounting adjustments, (x) any transactions occurring on the Closing Date after the Closing outside of the ordinary course of business, (y) transactions or liabilities incurred by or at the direction of Purchaser or its Affiliates not contemplated by this Agreement or any other Excluded Amounts or (z) any other accounting adjustments arising from or resulting as a consequence of the Transactions (collectively, the “Accounting Principles”). For the avoidance of doubt, any dispute as to whether the Cash Amount, Indebtedness Amount and Net Working Capital Amount were determined in accordance with GAAP may be resolved pursuant to this Section 2.2, irrespective of whether such dispute may also involve a claim for the breach of the representations and warranties made by the Seller in Section 4.3. The Cash Amount, Indebtedness Amount, Transaction Expenses and Net Working Capital Amount in the Preliminary Statement shall be deemed final derived from the books and binding on records of the Parties. The Dispute Resolution Arbiter’s determination Group Companies and shall be based solely on the definitions of Cash, Indebtedness, Net Working Capital prepared and Transaction Expenses contained herein and calculated in accordance with the Accounting Principles, including this Section 1.11. The Seller Representative and the Parent shall use their commercially reasonable efforts to cause the Dispute Resolution Arbiter to resolve all disagreements as soon as practicable in amounts between the disputed amounts set forth in the Closing Statement and the Objections Statement. Further, the Dispute Resolution Arbiter’s determination shall be based solely on the presentations by the Parent and the Seller Representative that are in accordance with the terms and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The resolution of the dispute by the Dispute Resolution Arbiter shall be final and binding on and non-appealable by the Parties hereto. The costs and expenses of the Dispute Resolution Arbiter shall be allocated between the Parent, on the one hand, and the Seller Representative (on behalf of the Securityholders), on the other hand, based upon the percentage that the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if the Seller Representative claims the aggregate Merger Consideration is $1,000 greater than the amount determined by the Parent, and if the Dispute Resolution Arbiter ultimately resolves the dispute by awarding the Seller Representative (for the benefit of the Securityholders) $300 of the $1,000 contested, then the costs and expenses of arbitration shall be allocated thirty percent (30%) (i.e., 300 ÷ 1,000) to the Parent and seventy percent (70%) (i.e., $700 ÷ 1,000) to the Seller Representative (on behalf of the Securityholders). In resolving each disputed item of the Objections Statement, the Dispute Resolution Arbiter will be authorized only to choose either the Seller Representative’s position or the Parent’s position for such item (as each position had been disclosed to the other in its respective Objections Statement, as amended in the manner provided below), but recognizing that the Dispute Resolution Arbiter may resolve the Objections Statements on an item-by-item basis so that it may choose the Seller Representative’s position on some items and the Parent’s position on other itemsconsistently applied.

Final Closing Balance Sheet Calculation. As promptly as possible, but in any event within sixty ninety (6090) days after the Closing Date, the Parent shall will deliver to the Seller Stockholder Representative (a) a unaudited consolidated balance sheet sheets of the Group Companies Company and its Subsidiaries as of the Reference Time Accounting Cut-Off Date (the “Closing Balance SheetSheets”), ) and (b) a statement showing the calculation of Cash, IndebtednessIndebtedness (other than the Senior Notes Redemption Amount), Net Working Capital, the Senior Notes Redemption Amount, Rental Fleet Sales and Rental Capital Expenditures, derived from the Closing Balance Sheets and the Transaction Expenses (together with the Closing Balance Sheets, the “Closing Preliminary Statement”) in each case, including reasonably detailed supporting information and calculations of the components thereof prepared by the Parent in good faith based on the Company’s books and records). The Closing Balance Sheet Preliminary Statement shall be prepared and Cash, Indebtedness, Net Working Capital and Transaction Expenses shall be determined in accordance with this Agreement(i) GAAP; and (ii) to the extent not inconsistent with clause (i), the definitions hereof accounting methods, policies, categorizations, definitions, principles, assets recognition bases, practices, techniques and procedures (including in respect of management’s exercise of judgment) adopted in connection with the Accounting PrinciplesLatest Balance Sheet, and shall not include any changes in assets or liabilities as a result of purchase accounting adjustments arising from or resulting as a consequence of the transactions contemplated hereby. The Parties agree that the purpose of preparing the Closing Balance Sheet Sheets and determining Cash, Indebtedness, Net Working Capital, Rental Fleet Sales and Rental Capital and Transaction Expenses Expenditures and the related purchase price merger consideration adjustment contemplated by this Section 1.11 3.9 is to measure measure, as of the Closing Date, (i) the amount of Cash, Cash and Indebtedness, the difference between (ii) changes in Net Working Capital and against the Target Net Working Capital AmountAmount and (iii) the Rental Fleet Sales and Rental Capital Expenditures, and Transaction Expenses and such processes (A) are not intended to permit the introduction of judgments with respect to setting the appropriate levels of reservesdifferent judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies, in each case, that is different or inconsistent with methodologies for the definitions hereof or the Accounting Principles. After delivery purpose of preparing the Closing Statement and Balance Sheets or determining Cash, Indebtedness, Net Working Capital, Rental Fleet Sales or Rental Capital Expenditures, or of any financing or refinancing arrangements entered into at any time by Parent or any other transaction entered into by Parent in connection with the Seller Representative’s review consummation of the transactions contemplated by this Agreement and any of the plans, transactions, funding, payments or changes which Parent initiates or makes or causes to be initiated or made after the Closing Statementwith respect to the Surviving Corporation and its Subsidiaries or their business or assets, or any facts or circumstances that are unique or particular to Parent or any of its assets or liabilities, and (iB) do not reflect, directly or indirectly, any additional or increased reserve or accrual that is not reflected in the Seller Financial Statements. The Stockholder Representative and its accountants and other Representatives representatives shall be permitted reasonable access at during normal business hours and upon a reasonable advance request notice to review the Surviving Company’s and its Subsidiaries’ books and records and any work papers to the extent related to the preparation of the Closing Preliminary Statement and (ii) the Seller adjustments contemplated hereby. If Parent fails to timely prepare and deliver the Closing Statement, then, at the election of the Stockholder Representative, the Closing Merger Consideration shall be final and binding upon and not appealable or subject to further review by the Parties. The Stockholder Representative and its accountants and other Representatives representatives may make inquiries reasonable inquires of the Parent, the Surviving Company, its Subsidiaries Corporation and their respective accountants and employees, in each case as designated by the Parent, regarding questions concerning or disagreements with concerning the Closing Statement arising in the course of their review thereofPreliminary Statement, and the Parent shall use its, and shall cause the Surviving Company Corporation and its Subsidiaries to use their, commercially reasonable efforts to cause any such accountants and employees to reasonably cooperate with and respond to such inquiries. At the request of the Stockholder Representative, the Surviving Corporation shall permit any person who is employed by the Surviving Corporation or its Affiliates after the Closing to advise and assist the Stockholder Representative in its review of the Preliminary Statement and any objections or disputes with respect thereto. If the Seller Stockholder Representative has any objections to the Closing Preliminary Statement, the Seller Stockholder Representative shall deliver to the Parent a statement setting forth its objections thereto with reasonably detailed supporting information (an “Objections Statement”). After delivery of the Objections Statement and in connection with the Parent’s review of the Objections Statement, the Parent and its accountants and other Representatives shall be given access to any books, records and work paper related to the preparation of the Objections Statement and to the Seller Representative and its accountants and other Representatives in the same manner and to the same extent as contemplated by clauses (i) and (ii) above, mutatis mutandis. If an Objections Statement is not delivered to the Parent within forty-five (45) days following the date of after delivery of the Closing StatementPreliminary Statement to the Stockholder Representative, the Closing Preliminary Statement shall be final, binding and non-non appealable by the Parties. The Seller Parties hereto provided that the Stockholder Representative has had at least ten (10) days to review any papers or documents reasonably requested by the Stockholder Representative or its representatives during the forty-five (45) day review period; provided, further, that in the event that Parent does not, or does not cause the Surviving Corporation or any of its Subsidiaries to, make available to the Stockholder Representative and its representatives documents, information or personnel pursuant to this Section 3.9(a) within five (5) days of a reasonable request therefor (or such shorter period as may remain in the review period), the review period shall be extended by one (1) day for each additional day required for Parent, the Surviving Corporation and its Subsidiaries, as applicable, to fully respond to such request. If an Objections Statement is timely delivered, the Stockholder Representative and Parent shall negotiate in good faith to resolve any such objectionsobjections set forth therein, but if they do not reach a final resolution within fifteen thirty (1530) days after the delivery of the Objections Statement, the Seller Stockholder Representative and the Parent shall engage a nationally recognized certified public accounting firm as shall be mutually agreed upon by Parent and the Stockholder Representative (the “Valuation Firm”) and submit such dispute to the New York office of a Specified Accounting Firm reasonably acceptable to the Parent and the Seller Representative, or if no such Specified Accounting Firm is willing and able to serve, another independent accounting firm of national reputation mutually acceptable to the Parent and the Seller Representative (the “Dispute Resolution Arbiter”)Valuation Firm. Any further submissions to the Dispute Resolution Arbiter Valuation Firm must be written and delivered to each party to the dispute. The Dispute Resolution Arbiter Valuation Firm shall consider make a final determination only those items and amounts that are identified of any objections contained in the Objections Statement as being items which relating to the Seller Representative and the Parent are unable to resolve, and any other items and amounts impacted by the resolution of the items and amounts disputed in the Objections Statement, and any other items set forth in the Closing Statement shall be deemed final and binding on the Parties. The Dispute Resolution Arbiter’s determination shall be based solely on the definitions calculation of Cash, Indebtedness, Net Working Capital, Rental Fleet Sales, Rental Capital Expenditures and Transaction Expenses contained herein (it being understood and agreed that all other items which are not the Accounting Principles, including this Section 1.11. The Seller Representative and the Parent shall use their commercially reasonable efforts to cause the Dispute Resolution Arbiter to resolve all disagreements as soon as practicable in amounts between the disputed amounts set forth subject of objections in the Closing Objections Statement and the Objections Statement. Further, the Dispute Resolution Arbiter’s determination shall be based solely on the presentations by the Parent and the Seller Representative that are in accordance with the terms and procedures set forth in this Agreement (i.e.final, not on the basis of an independent review). The resolution of the dispute by the Dispute Resolution Arbiter shall be final and binding on and non-appealable by the Parties hereto. The costs and expenses of the Dispute Resolution Arbiter shall be allocated between the Parent, on the one hand), and the Seller Representative (on behalf resulting Final Merger Consideration calculated with reference to such amounts to the extent such amounts are in dispute, in each case in accordance with the guidelines and procedures set forth in this Agreement. The Parties will cooperate with the Valuation Firm during the term of its engagement. If an Objections Statement is delivered to the Securityholders)Valuation Firm for resolution, the determination of any objections relating to the calculation of Cash, Indebtedness, Net Working Capital, Rental Fleet Sales, Rental Capital Expenditures and Transaction Expenses, and the resulting Final Merger Consideration calculated with reference thereto, shall become final and binding on the other hand, based upon Parties on the percentage that date the portion of the contested amount not awarded to each Party bears Valuation Firm delivers its final resolution in writing to the amount actually contested by such Party. For example, if the Seller Representative claims the aggregate Merger Consideration is $1,000 greater than the amount determined by the Parent, and if the Dispute Resolution Arbiter ultimately resolves the dispute by awarding the Seller Representative Parties (for the benefit of the Securityholders) $300 of the $1,000 contested, then the costs and expenses of arbitration shall be allocated thirty percent (30%) (i.e., 300 ÷ 1,000) to the Parent and seventy percent (70%) (i.e., $700 ÷ 1,000) to the Seller Representative (on behalf of the Securityholdersabsent manifest error or fraud). In resolving each disputed item of the Objections Statement, the Dispute Resolution Arbiter will be authorized only to choose either the Seller Representative’s position or the Parent’s position for such item (as each position had been disclosed to the other in its respective Objections Statement, as amended in the manner provided below), but recognizing that the Dispute Resolution Arbiter may resolve the Objections Statements on an item-by-item basis so that it may choose the Seller Representative’s position on some items and the Parent’s position on other items.

Final Closing Balance Sheet Calculation. As promptly as possible, but in any event within sixty (60) 75 days after the Closing Date, the Parent shall deliver to the Seller Representative a statement setting forth (a) a consolidated consolidating balance sheet of the Group VH Companies (other than the SAP Subsidiaries) in accordance with the Accounting Principles and a consolidating balance sheet of the SAP Subsidiaries in accordance with the SAP Accounting Principles, in each case as of the Reference Adjustment Time (the “Closing Balance Sheet”), and (b) a statement showing the Closing Cash, Surplus Amount, Company Indebtedness, Closing Net Working Capital Capital, Company Transaction Expenses and Transaction Expenses Expense Tax Benefit Amount, each as of the Adjustment Time, (c) based thereon, the Final Merger Consideration and (d) the portion of the Final Merger Consideration to be paid to each Securityholder, in each case, together with all reasonable supporting calculations and work papers (the “Closing Statement”) in each case, including reasonably detailed supporting information and calculations of the components thereof prepared by the Parent in good faith based on the Company’s books and records). The Closing Balance Sheet and Closing Statement shall be prepared prepared, and Closing Cash, Surplus Amount, Company Indebtedness, Closing Net Working Capital Capital, Company Transaction Expenses and Transaction Expenses Expense Tax Benefit Amount shall be determined determined, in accordance with this Agreement, the definitions hereof and the Accounting Principles and SAP Accounting Principles, as applicable, and (i) in the case of the Closing Net Working Capital, in a manner consistent with the Working Capital Schedule in Exhibit A, (ii) in the case of the Surplus Amount, in a manner consistent with the example set forth on Exhibit D and (iii) in the case of the Transaction Expense Tax Benefit Amount, (x) the aggregate amount of Transaction Expense Tax Deductions that represent legal expenses shall be of the “Legal Expense Deduction Cap” set forth on Exhibit C, and (y) the aggregate amount of Transaction Expense Tax Deductions that do not represent legal expenses shall be of the “Non-Legal Expense Deduction Cap” set forth on Exhibit C (it being understood and agreed that any Transaction Expense Tax Deductions in this clause (y) taken individually may exceed the corresponding amounts set forth on Exhibit C so long as the aggregate amount of all Transaction Expense Tax Deductions in this clause (y) do not exceed the “Non-Legal Expense Deduction Cap”), in the case of each of (x) and (y), treating any payments included in Transaction Expense Tax Deductions as though they were paid as of the Adjustment Time. The Parties agree that the purpose of preparing the Closing Balance Sheet and determining Closing Cash, Surplus Amount, Company Indebtedness, Closing Net Working Capital Capital, Company Transaction Expenses and Transaction Expenses Expense Tax Benefit Amount and the related purchase price adjustment contemplated by this Section 1.11 2.9 is to measure the amount of Closing Cash, Surplus Amount, Company Indebtedness, the difference between changes in Closing Net Working Capital Capital, Company Transaction Expenses and the Target Net Working Capital Transaction Expense Tax Benefit Amount, and Transaction Expenses and such processes are not intended to permit the introduction of judgments with respect to setting the appropriate levels of reservesdifferent judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologiesmethodologies for the purpose of preparing the Closing Balance Sheet or Closing Statement or determining Closing Cash, Surplus Amount, Company Indebtedness, Closing Net Working Capital, Company Transaction Expenses and Transaction Expense Tax Benefit Amount. The calculations in each case, the Closing Statement will entirely disregard (A) any and all effects on the VH Companies (including the assets and liabilities of the VH Companies) that is different result from the transactions contemplated hereby or inconsistent any financing or refinancing arrangements entered into at any time by Parent or its Affiliates or any other transaction entered into by Parent or its Affiliates in connection with the definitions hereof consummation of the transactions contemplated hereby, and (B) any of the plans, transactions, fundings, payments or changes that Parent or its Affiliates initiates or makes or causes to be initiated or made after the Accounting PrinciplesClosing with respect to the VH Companies or their respective businesses or assets, or any facts or circumstances that are unique or particular to Parent or its Affiliates or any of their respective assets or liabilities. After delivery of the Closing Statement and in connection with the Seller Representative’s review of the Closing Statement, (i) Parent shall use its reasonable best efforts to provide promptly to the Seller Representative and its accountants and other Representatives shall be permitted representatives reasonable access at normal business hours and upon a reasonable advance request times to review the Surviving Company’s and its Subsidiaries’ books and records and any work papers to the extent related to the preparation of the Closing Statement and (ii) the Seller Statement. The Representative and its accountants and other Representatives representatives may make reasonable inquiries of the Parent, the Surviving Company, its Subsidiaries and their respective accountants and employees, in each case as designated by the Parent, employees regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereof, and the Parent shall use its, and shall cause the Surviving Company and its Subsidiaries to use their, commercially reasonable best efforts to cause any such accountants and employees of the Surviving Company and its Subsidiaries to cooperate with and respond to such inquiries. If the Seller Representative has any objections to the Closing Statement, the Seller Representative shall may deliver to the Parent a statement setting forth its objections thereto with reasonably detailed supporting information (an the “Objections Statement”). After delivery of If the Objections Statement and in connection with the Parent’s review of the Objections Statement, the Parent and its accountants and other Representatives shall be given access to any books, records and work paper related to the preparation of the Objections Statement and to the Seller Representative and its accountants and other Representatives in the same manner and to the same extent as contemplated by clauses (i) and (ii) above, mutatis mutandis. If an Objections Statement is not delivered to the Parent within forty-five (45) 45 days following the date of delivery of the Closing Statement, the Closing Statement shall be final, binding and non-appealable by the Parties; provided that, in the event that the Surviving Company does not provide the information and/or access to personnel, external accountants or advisors reasonably requested by Representative or any of its representatives pursuant to the preceding sentence within five days of receipt of request therefor (or such shorter period as may remain in such 45-day period), such 45-day period will be extended by one day for each additional day required for the Surviving Company to fully respond to such request; provided further that such 45-day period will be extended a minimum of ten days following the date on which the Surviving Company will have fully responded to such request. The Seller Representative and the Parent shall negotiate in good faith to resolve any such objections, but if they do not reach a final resolution within fifteen (15) 15 days after the delivery of the Objections Statement, the Seller Representative and the Parent shall submit such dispute to the New York office of a Specified Accounting Firm reasonably acceptable to the Parent and the Seller Representative, or if no such Specified Accounting Firm is willing and able to serve, another independent accounting firm of national reputation mutually acceptable to the Parent and the Seller Representative KPMG LLP (the “Dispute Resolution ArbiterIndependent Accounting Firm”). Any further submissions In the event the Parties submit any unresolved disputed items to the Dispute Resolution Arbiter must be written and delivered to Independent Accounting Firm, each party Party will submit a statement together with such supporting documentation as it deems appropriate, to the disputeIndependent Accounting Firm within fifteen (15) days after the date on which such unresolved disputed items were submitted to the Independent Accounting Firm for resolution, it being agreed that the Parties will make their respective submissions contemporaneously on a date and in a manner directed by the Independent Accounting Firm, and with a copy sent simultaneously and in the same manner to the other Party. The Dispute Resolution Arbiter Independent Accounting Firm shall consider only those items and amounts that are identified in the Objections Statement as being items which the Seller Representative and the Parent are unable to resolve, and any other items and amounts impacted by the resolution of the items and amounts disputed in the Objections Statement, and any other items set forth in the Closing Statement . The Independent Accounting Firm’s determination shall be deemed final an expert determination under applicable Law governing expert determination and binding on the Parties. The Dispute Resolution Arbiter’s determination appraisal proceedings and shall be based solely on the definitions of Closing Cash, Surplus Amount, Company Indebtedness, Closing Net Working Capital Capital, Company Transaction Expenses and Transaction Expenses Expense Tax Benefit Amount contained herein and the provisions of this Agreement and the Accounting Principles and SAP Accounting Principles, as applicable, including the Working Capital Example, Exhibit D and this Section 1.112.9. The Seller Representative and the Parent shall use their commercially reasonable best efforts to cause the Dispute Resolution Arbiter Independent Accounting Firm to resolve all disagreements as soon as practicable in amounts between the disputed amounts set forth in the Closing Statement and the Objections Statementpracticable. Further, the Dispute Resolution ArbiterIndependent Accounting Firm’s determination shall be based solely on the presentations by the Parent and the Seller Representative that are in accordance with the terms and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The resolution of the dispute by the Dispute Resolution Arbiter Independent Accounting Firm shall be final and binding on and non-appealable by the Parties hereto, absent manifest error. The costs and expenses of the Dispute Resolution Arbiter Independent Accounting Firm shall be allocated between the Parent, on the one hand, and the Seller Representative (on behalf of from the Securityholders)Escrow Amount, on the other hand, based upon in the percentage same proportion that the portion aggregate amount of the contested amount not awarded disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such Party (as finally determined by the Independent Accounting Firm) bears to the total disputed amount actually contested of such items so submitted (which allocations shall also be determined by such Partythe Independent Accounting Firm at the same time the determination of the Independent Accounting Firm is rendered on the unresolved disputed items). For example, if the Seller Representative claims the aggregate Merger Consideration Net Working Capital is $1,000 greater than the amount determined by Parent, and Parent contests only $500 of the Parentamount claimed by the Representative, and if the Dispute Resolution Arbiter Independent Accounting Firm ultimately resolves the dispute by awarding the Seller Representative (for the benefit account of the Securityholders) $300 of the $1,000 500 contested, then the costs and expenses of arbitration shall be allocated thirty percent (30%) 60% (i.e., 300 ÷ 1,000500) to Parent and 40% (i.e., 200 ÷ 500) to the Parent and seventy percent (70%) (i.e., $700 ÷ 1,000) to the Seller Representative (on behalf for the account of the Securityholders). In resolving each disputed item of items and amounts that are identified in the Objections Statement, the Dispute Resolution Arbiter Independent Accounting Firm will be authorized only to choose either determine an amount with respect to a disputed item that is an amount between (and inclusive) of the Seller Representative’s position or disputed amounts set forth in the Parent’s position for such item (as each position had been disclosed to Closing Statement and the other in its respective Objections Statement. If Parent fails to timely deliver the Closing Statement in accordance with this Section 2.9, as amended in then the manner provided below), but recognizing that Final Merger Consideration shall be deemed to equal the Dispute Resolution Arbiter may resolve the Objections Statements on an item-by-item basis so that it may choose the Seller Representative’s position on some items and the Parent’s position on other itemsClosing Merger Consideration for all purposes hereunder.

Final Closing Balance Sheet Calculation. As promptly as possible, but in any event within sixty (60) 75 days after the Closing Date, the Parent shall will deliver to the Seller Representative (a) a Stockholder an unaudited consolidated balance sheet of the Group Companies Company and its Subsidiaries, as of the Reference Time open of business on the Closing Date (the “Closing Balance Sheet”), and (b) a statement showing its good faith calculation of Tangible Net Worth derived from the CashClosing Balance Sheet (together with the Closing Balance Sheet, Indebtedness, Net Working Capital and Transaction Expenses (the “Closing Preliminary Statement”) in each case, including reasonably detailed supporting information and calculations of the components thereof prepared by the Parent in good faith based on the Company’s books and records). The Closing Balance Sheet shall be prepared and Cash, Indebtedness, Tangible Net Working Capital and Transaction Expenses Worth shall be determined in accordance with this Agreement, using the definitions hereof and the Accounting Principles. The Parties agree that the purpose of preparing the Closing Balance Sheet and determining Cash, Indebtedness, Net Working Capital and Transaction Expenses and the related purchase price adjustment contemplated by this Section 1.11 is to measure the amount of Cash, Indebtedness, the difference between Net Working Capital and the Target Net Working Capital Amount, and Transaction Expenses and such processes are not intended to permit the introduction of judgments with respect to setting the appropriate levels of reserves, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies, in each case, that is different or inconsistent with the definitions hereof or the Agreed Accounting Principles. After delivery of the Closing Statement and in connection Preliminary Statement, Parent shall reasonably cooperate with the Seller RepresentativeStockholder’s review of the Closing Preliminary Statement, (i) the Seller Representative including by giving Stockholder and its accountants and other Representatives shall be permitted representatives reasonable access at during normal business hours and upon a reasonable advance request to review the Surviving Company’s and its Subsidiaries’ books and records and any work papers to the extent related to the preparation of the Closing Statement and (ii) the Seller Representative and its accountants and other Representatives may make inquiries of the Parent, the Surviving Company, its Subsidiaries and their respective accountants and employees, in each case as designated by the Parent, regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereof, and the Parent shall use its, and shall cause the Surviving Company and its Subsidiaries to use their, commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such inquiriesPreliminary Statement. If the Seller Representative Stockholder has any objections to the Closing Preliminary Statement, the Seller Representative Stockholder shall deliver to the Parent a statement setting forth its objections thereto with reasonably detailed supporting information (an “Objections Statement”). After delivery of the Objections Statement and in connection with the Parent’s review of the Objections Statement, the Parent and its accountants and other Representatives shall be given access to any books, records and work paper related to the preparation of the Objections Statement and to the Seller Representative and its accountants and other Representatives in the same manner and to the same extent as contemplated by clauses (i) and (ii) above, mutatis mutandis. If an Objections Statement is not delivered to the Parent within forty-five (45) 30 days following the date of after delivery of the Closing Preliminary Statement, the Closing Preliminary Statement shall be final, binding and non-appealable by the Partiesparties hereto. The Seller Representative Stockholder and the Parent shall negotiate in good faith to resolve any such objections, but if they do not reach a final resolution within fifteen (15) 30 days after the delivery of the Objections Statement, the Seller Representative Stockholder and the Parent shall submit such dispute to the New York office of a Specified Accounting Firm reasonably acceptable to the Parent and the Seller RepresentativeDuff & Xxxxxx, or if no such Specified Accounting Firm firm is willing and able unwilling or unable to servebe engaged in such capacity, another an independent accounting valuation firm of national reputation mutually acceptable to the who does not have a relationship with either Stockholder or Parent, as agreed between Stockholder and Parent and the Seller Representative (the “Dispute Resolution Arbiter”). Any further submissions to the Dispute Resolution Arbiter must be written and delivered to each party to the dispute. The Dispute Resolution Arbiter shall consider only those items and amounts that which are identified in the Objections Statement as being items which the Seller Representative Stockholder and the Parent are unable to resolve, and any other items and amounts impacted by the resolution of the items and amounts disputed in the Objections Statement, and any other items set forth in the Closing Statement shall be deemed final and binding on the Parties. The Dispute Resolution Arbiter’s determination shall will be based solely on made in accordance with the definitions of Cash, Indebtedness, Agreed Accounting Principles and Tangible Net Working Capital and Transaction Expenses Worth contained herein and the Accounting Principles, including provisions of this Section 1.111.08. The Seller Representative Stockholder and the Parent shall use their commercially reasonable efforts to cause the Dispute Resolution Arbiter to resolve all disagreements as soon as practicable in amounts between the disputed amounts set forth in the Closing Statement and the Objections Statementpracticable. Further, the Dispute Resolution Arbiter’s determination shall be based solely on the presentations by the Parent and the Seller Representative that Stockholder which are in accordance with the terms and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The resolution of the dispute by the Dispute Resolution Arbiter shall be final and binding on and non-appealable non‑appealable by the Parties parties hereto. The costs and expenses of the Dispute Resolution Arbiter shall be allocated between the Parent, on the one hand, and the Seller Representative (on behalf of the Securityholders)Stockholder, on the other hand, based upon the percentage that which the portion of the contested amount not awarded to each Party party bears to the amount actually contested by such Partyparty. For example, if the Seller Representative Stockholder claims the aggregate Merger Consideration Tangible Net Worth is $1,000 greater than the amount determined by Parent, and Parent contests only $500 of the Parentamount claimed by Stockholder, and if the Dispute Resolution Arbiter ultimately resolves the dispute by awarding the Seller Representative (for the benefit of the Securityholders) Stockholder $300 of the $1,000 500 contested, then the costs and expenses of arbitration shall will be allocated thirty percent (30%) 60% (i.e., 300 ÷ 1,000500) to the Parent and seventy percent (70%) 40% (i.e., $700 200 ÷ 1,000500) to the Seller Representative (on behalf of the Securityholders). In resolving each disputed item of the Objections Statement, the Dispute Resolution Arbiter will be authorized only to choose either the Seller Representative’s position or the Parent’s position for such item (as each position had been disclosed to the other in its respective Objections Statement, as amended in the manner provided below), but recognizing that the Dispute Resolution Arbiter may resolve the Objections Statements on an item-by-item basis so that it may choose the Seller Representative’s position on some items and the Parent’s position on other itemsStockholder.

Final Closing Balance Sheet Calculation. As promptly as possible, but in any event within sixty ninety (6090) days after the Closing Date, the Parent shall Purchaser will deliver to the Seller Representative (a) a an unaudited consolidated balance sheet of the Group Companies Company and its Subsidiaries as of the Reference Time open of business on the Closing Date (the “Closing Balance Sheet”), ) and (b) a statement showing the calculation of Cash, Indebtedness, Indebtedness and Net Working Capital derived from the Closing Balance Sheet and the Transaction Expenses (together with the Closing Balance Sheet, the “Preliminary Statement”). In connection with its preparation of the Preliminary Statement, the Purchaser and its accountants shall be permitted to make reasonable inquiries of the Representative and its accountants regarding questions or disagreements relating to the Pre-Closing Statement”) in each case, including and the Representative shall use its commercially reasonable efforts to cause such accountants to reasonably detailed supporting information cooperate with and calculations of the components thereof prepared by the Parent in good faith based on the Company’s books and recordsrespond to such inquiries. The Closing Balance Sheet Preliminary Statement shall be prepared in accordance with (i) the accounting methods, policies, categorizations, definitions, principles, asset recognition bases, practices, techniques and Cash, Indebtedness, procedures (including in respect of management’s exercise of judgment) that are specified in the calculation of Net Working Capital as of March 31, 2013 set forth in Exhibit D (which amounts included in Exhibit D are for illustrative purposes only); (ii) to the extent not inconsistent with clause (i), the accounting methods, policies, categorizations, definitions, principles, assets recognition bases, practices, techniques and Transaction Expenses procedures (including in respect of management’s exercise of judgment) adopted in connection with the latest balance sheet included in the Audited Financial Statements; and (iii) to the extent not inconsistent with clauses (i) or (ii), GAAP, and shall not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby. Cash, Indebtedness and Net Working Capital shall be determined in accordance with this Agreement, derived from the definitions hereof and the Accounting PrinciplesClosing Balance Sheet. The Parties parties agree that the purpose of preparing the Closing Balance Sheet and determining Cash, Indebtedness, Indebtedness and Net Working Capital and Transaction Expenses and the related purchase price adjustment contemplated by this Section 1.11 2.01 is to (i) measure the amount of Cash, Indebtedness, the difference between Cash and Indebtedness and (ii) measure changes in Net Working Capital and against the Target Net Working Capital Amount, and Transaction Expenses and such processes are not intended to permit the introduction of judgments with respect to setting the appropriate levels of reservesdifferent judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies, in each case, that is different or inconsistent with methodologies for the definitions hereof or the Accounting Principles. After delivery purpose of preparing the Closing Statement and in connection with the Seller Representative’s review of the Closing StatementBalance Sheet or determining Cash, (i) the Seller Indebtedness or Net Working Capital. The Representative and its accountants and other Representatives representatives shall be permitted reasonable access at during normal business hours and upon a reasonable advance request notice to review the Surviving Company’s and its Subsidiaries’ books and records and any work papers to the extent related to the preparation of the Closing Preliminary Statement and (ii) the Seller adjustments contemplated hereby. The Representative and its accountants and other Representatives representatives may make inquiries reasonable inquires of the ParentPurchaser, the Surviving Company, its Subsidiaries Company and their respective accountants and employees, in each case as designated by the Parent, regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereofdisagreements, and the Parent Purchaser shall use its, and shall cause the Surviving Company and its Subsidiaries to use their, commercially reasonable efforts to cause any such accountants and employees to reasonably cooperate with and respond to such inquiries. If the Seller Representative has any objections to the Closing Preliminary Statement, the Seller Representative shall deliver to the Parent Purchaser a statement setting forth its objections thereto with reasonably detailed supporting information (an “Objections Statement”). After delivery of the Objections Statement and in connection ) with the Parent’s review of the Objections Statement, the Parent and its accountants and other Representatives shall be given access reasonable supporting detail as to any books, records and work paper related to the preparation of the Objections Statement and to the Seller Representative and its accountants and other Representatives in the same manner and to the same extent as contemplated by clauses (i) and (ii) above, mutatis mutandissuch disputed items. If an Objections Statement is not delivered to the Parent Purchaser within forty-five (45) days following the date of after delivery of the Closing StatementPreliminary Statement to the Representative, the Closing Preliminary Statement shall be final, binding and non-appealable by the Partiesparties hereto. The Seller If an Objections Statement is timely delivered, the Representative and the Parent Purchaser shall negotiate in good faith to resolve any such objectionsobjections set forth therein, but if they do not reach a final resolution within fifteen thirty (1530) days after the delivery of the Objections Statement, the Seller Representative and the Parent Purchaser shall submit such dispute to the New York office Deloitte & Touche LLP or such other independent accountants of a Specified Accounting Firm nationally recognized standing reasonably acceptable satisfactory to the Parent Purchaser and the Seller Representative (who shall not have any material relationship with the Purchaser or the Representative, or if no such Specified Accounting Firm is willing and able to serve, another independent accounting firm of national reputation mutually acceptable to the Parent and the Seller Representative ) (the “Dispute Resolution ArbiterValuation Firm”). Any further submissions to the Dispute Resolution Arbiter Valuation Firm must be written and delivered to each party to the dispute. The Dispute Resolution Arbiter Valuation Firm shall consider only those items and amounts that are identified in the Objections Statement as being items which the Seller Representative and the Parent are unable to resolve, and any other items and amounts impacted by the resolution of the items and amounts disputed in the Objections Statement, and any other items set forth in the Closing Statement shall be deemed make a final and binding on the Parties. The Dispute Resolution Arbiter’s determination shall be based solely on the definitions of Cash, Indebtedness, Net Working Capital and Transaction Expenses contained herein Expenses, and the Accounting Principlesresulting Final Merger Consideration calculated with reference to such amounts to the extent such amounts are in dispute, including this Section 1.11. The Seller Representative and the Parent shall use their commercially reasonable efforts to cause the Dispute Resolution Arbiter to resolve all disagreements as soon as practicable in amounts between the disputed amounts set forth in the Closing Statement and the Objections Statement. Further, the Dispute Resolution Arbiter’s determination shall be based solely on the presentations by the Parent and the Seller Representative that are in accordance with the terms guidelines and procedures set forth in this Agreement (i.e.and on Exhibit E. The parties will cooperate with the Valuation Firm during the term of its engagement. If an Objections Statement is delivered to the Valuation Firm for resolution, not on the basis determination of an independent review). The resolution of Cash, Indebtedness, Net Working Capital and Transaction Expenses, and the dispute by the Dispute Resolution Arbiter resulting Final Merger Consideration calculated with reference thereto, shall be become final and binding on and non-appealable by the Parties hereto. The costs and expenses of the Dispute Resolution Arbiter shall be allocated between the Parent, parties on the one hand, and date the Seller Representative (on behalf of the Securityholders), on the other hand, based upon the percentage that the portion of the contested amount not awarded to each Party bears Valuation Firm delivers its final resolution in writing to the amount actually contested by such Party. For example, if the Seller Representative claims the aggregate Merger Consideration is $1,000 greater than the amount determined by the Parent, and if the Dispute Resolution Arbiter ultimately resolves the dispute by awarding the Seller Representative (for the benefit of the Securityholders) $300 of the $1,000 contested, then the costs and expenses of arbitration shall be allocated thirty percent (30%) (i.e., 300 ÷ 1,000) to the Parent and seventy percent (70%) (i.e., $700 ÷ 1,000) to the Seller Representative (on behalf of the Securityholders). In resolving each disputed item of the Objections Statement, the Dispute Resolution Arbiter will be authorized only to choose either the Seller Representative’s position or the Parent’s position for such item (as each position had been disclosed to the other in its respective Objections Statement, as amended in the manner provided below), but recognizing that the Dispute Resolution Arbiter may resolve the Objections Statements on an item-by-item basis so that it may choose the Seller Representative’s position on some items and the Parent’s position on other itemsparties.

Final Closing Balance Sheet Calculation. As promptly as possible, but in any event within sixty ninety (6090) days after the Closing Date, the Parent shall deliver to the Seller Representative (a) a consolidated balance sheet of the Group Companies as of the Reference Time (the “Closing Balance Sheet”), and (b) a statement showing the Cash, Indebtedness, Net Working Capital and Transaction Expenses (the “Closing Statement”) in each case, including reasonably detailed supporting information and calculations of the components thereof prepared by the Parent in good faith based on the Company’s books and records). The Closing Balance Sheet shall be prepared and Cash, Indebtedness, Net Working Capital and Transaction Expenses shall be determined in accordance with Section 1.14 of this Agreement, the definitions hereof and the Accounting Principles. The Parties agree that the purpose of preparing the Closing Balance Sheet and determining Cash, Indebtedness, Net Working Capital and Transaction Expenses Expenses, and the related purchase price adjustment contemplated by this Section 1.11 1.09 is to measure the amount of Cash, Indebtedness, the difference between changes in Net Working Capital and the Target Net Working Capital AmountTransaction Expenses, and Transaction Expenses and such processes are not intended to permit the introduction of judgments with respect to setting the appropriate levels of reservesdifferent judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologiesmethodologies for the purpose of preparing the Closing Balance Sheet or determining Cash, in each caseIndebtedness, that is different Net Working Capital or inconsistent with the definitions hereof or the Accounting PrinciplesTransaction Expenses. After delivery of the Closing Statement and in connection with the Seller Representative’s review of the Closing Statement, (i) the Seller Representative and its accountants and other Representatives representatives shall be permitted reasonable full access at normal business hours and upon a reasonable advance request times to review the Surviving Company’s and its Subsidiaries’ books and records and any work papers to the extent related to the preparation of the Closing Statement and (ii) the Seller Statement. The Representative and its accountants and other Representatives representatives may make inquiries inquires of the Parent, the Surviving Company, its Subsidiaries and their respective accountants and employees, in each case as designated by the Parent, employees regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereof, and the Parent shall use its, and shall cause the Surviving Company and its Subsidiaries to use their, commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. If the Seller Representative has any objections to the Closing Statement, the Seller Representative shall deliver to the Parent a statement setting forth its objections thereto with reasonably detailed supporting information (an “Objections Statement”). After delivery of the Objections Statement and in connection with the Parent’s review of the Objections Statement, the Parent and its accountants and other Representatives shall be given access to any books, records and work paper related to the preparation of the Objections Statement and to the Seller Representative and its accountants and other Representatives in the same manner and to the same extent as contemplated by clauses (i) and (ii) above, mutatis mutandis. If an Objections Statement is not delivered to the Parent within forty-five sixty (4560) days following the date of delivery of the Closing Statement, the Closing Statement shall be final, binding and non-appealable by the Parties. The Seller Representative and the Parent shall negotiate in good faith to resolve any such objections, but if they do not reach a final resolution within fifteen (15) days after the delivery of the Objections Statement, the Seller Representative and the Parent shall submit such dispute to the New York office of a Specified Accounting Firm nationally recognized independent accounting firm reasonably acceptable to the Parent and the Seller Representative, or if no such Specified Accounting Firm is willing and able to serve, another independent accounting firm of national reputation mutually acceptable to the Parent and the Seller Representative (the “Dispute Resolution Arbiter”). Any further submissions to the Dispute Resolution Arbiter must be written and delivered to each party to the dispute. The Dispute Resolution Arbiter shall consider only those items and amounts that are identified in the Objections Statement as being items which the Seller Representative and the Parent are unable to resolve, and any other items and amounts impacted by the resolution of the items and amounts disputed in the Objections Statement, and any other items set forth in the Closing Statement shall be deemed final and binding on the Parties. The Dispute Resolution Arbiter’s determination shall be based solely on the definitions of Cash, Indebtedness, Net Working Capital and Transaction Expenses contained herein and the Accounting Principlesprovisions of this Agreement, including this Section 1.111.09. The Seller Representative and the Parent shall use their commercially reasonable efforts to cause the Dispute Resolution Arbiter to resolve all disagreements as soon as practicable in amounts between the disputed amounts set forth in the Closing Statement and the Objections Statement. Further, the Dispute Resolution Arbiter’s determination shall be based solely on the presentations by the Parent and the Seller Representative that are in accordance with the terms and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The resolution of the dispute by the Dispute Resolution Arbiter shall be final and binding on and non-appealable by the Parties hereto. The costs and expenses of the Dispute Resolution Arbiter shall be allocated between the Parent, on the one hand, and the Seller Representative (on behalf of the Escrow Securityholders), on the other hand, based upon the percentage that the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if the Seller Representative claims the aggregate Merger Consideration Net Working Capital is $1,000 greater than the amount determined by the Parent, and the Parent contests only $500 of the amount claimed by the Representative, and if the Dispute Resolution Arbiter ultimately resolves the dispute by awarding the Seller Representative (for the benefit of the Securityholders) $300 of the $1,000 500 contested, then the costs and expenses of arbitration shall be allocated thirty sixty percent (3060%) (i.e., 300 ÷ 1,000500) to the Parent and seventy forty percent (7040%) (i.e., $700 200 ÷ 1,000500) to the Seller Representative (on behalf for the benefit of the Securityholders). In resolving each disputed item of the Objections Statement, the Dispute Resolution Arbiter will be authorized only to choose either the Seller Representative’s position or the Parent’s position for such item (as each position had been disclosed to the other in its respective Objections Statement, as amended in the manner provided below), but recognizing that the Dispute Resolution Arbiter may resolve the Objections Statements on an item-by-item basis so that it may choose the Seller Representative’s position on some items and the Parent’s position on other items.

Final Closing Balance Sheet Calculation. As promptly as possible, but in any event within sixty ninety (6090) days after the Closing Date, the Parent shall Purchaser will deliver to the Seller Stockholder Representative (a) a consolidated balance sheet of the Group Companies Company and its Subsidiaries as of the Reference Time open of business on the Closing Date (the “Closing Balance Sheet”), ) and (b) a statement showing the calculation of Cash, Indebtedness, Indebtedness and Net Working Capital and Transaction Expenses derived from the Closing Balance Sheet (together with the Closing Balance Sheet, the “Closing Preliminary Statement”) in each case, including reasonably detailed supporting information and calculations of the components thereof prepared by the Parent in good faith based on the Company’s books and records). The Closing Balance Sheet shall be prepared and Cash, Indebtedness, Indebtedness and Net Working Capital and Transaction Expenses shall be determined on a consolidated basis in accordance with this AgreementGAAP using the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the definitions hereof preparation of the calculation of Net Working Capital as of June 30, 2013 set forth on Exhibit C and, to the extent not specified on Exhibit C, in the preparation of the Latest Balance Sheet and shall not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the Accounting Principlestransactions contemplated hereby. The Parties parties agree that the purpose of preparing the Closing Balance Sheet and determining Cash, Indebtedness, Indebtedness and Net Working Capital and Transaction Expenses and the related purchase price adjustment contemplated by this Section 1.11 Article II is to (i) measure the amount of Cash, Indebtedness, the difference between Cash and Indebtedness and (ii) measure changes in Net Working Capital and against the Target Net Working Capital Amount, and Transaction Expenses and such processes are not intended to permit the introduction of judgments with respect to setting the appropriate levels of reservesdifferent judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies, in each case, that is different or inconsistent with methodologies for the definitions hereof or the Accounting Principles. After delivery purpose of preparing the Closing Statement and in connection with the Seller Representative’s review of the Closing StatementBalance Sheet or determining Cash, (i) the Seller Indebtedness or Net Working Capital. The Stockholder Representative and its accountants and other Representatives representatives shall be permitted reasonable full access at normal business hours and upon a reasonable advance request to review the Surviving Company’s and its Subsidiaries’ books and records and any work papers to the extent related to the preparation of the Closing Preliminary Statement and (ii) the Seller adjustments contemplated thereby. The Stockholder Representative and its accountants and other Representatives representatives may make inquiries of the ParentPurchaser, the Surviving Company, its Subsidiaries Corporation and their respective accountants and employees, in each case as designated by the Parent, regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereofdisagreements, and the Parent Purchaser shall use its, and shall cause the Surviving Company Corporation and its Subsidiaries to use their, commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. At the request of the Stockholder Representative, the Surviving Corporation shall permit any person who was employed by the Surviving Corporation or its Subsidiaries prior to or at the Closing to advise and assist the Stockholder Representative in its review of the Preliminary Statement and any objections or disputes with respect thereto. If the Seller Stockholder Representative has any objections to the Closing Preliminary Statement, the Seller Stockholder Representative shall deliver to the Parent Purchaser a statement setting forth its objections thereto with reasonably detailed supporting information (an “Objections Statement”). After delivery of the Objections Statement and in connection with the Parent’s review of the Objections Statement, the Parent and its accountants and other Representatives shall be given access to any books, records and work paper related to the preparation of the Objections Statement and to the Seller Representative and its accountants and other Representatives in the same manner and to the same extent as contemplated by clauses (i) and (ii) above, mutatis mutandis. If an Objections Statement is not delivered to the Parent Purchaser within forty-five sixty (4560) days following the date of after delivery of the Closing StatementPreliminary Statement to the Stockholder Representative, the Closing Preliminary Statement shall be final, binding and non-appealable by the Partiesparties hereto. The Seller Stockholder Representative and the Parent Purchaser shall negotiate in good faith to resolve any such objections, but if they do not reach a final resolution within fifteen thirty (1530) days after the delivery of the Objections Statement, the Seller Stockholder Representative and the Parent Purchaser shall submit such dispute to the New York office of a Specified Accounting Firm reasonably acceptable to the Parent and the Seller Representative, or if no such Specified Accounting Firm is willing and able to serve, another independent accounting firm of national reputation mutually acceptable to the Parent and the Seller Representative (the “Dispute Resolution Arbiter”)Valuation Firm. Any further submissions to the Dispute Resolution Arbiter Valuation Firm must be written and delivered to each party to the dispute. The Dispute Resolution Arbiter Valuation Firm shall consider only those items and amounts that are identified in the Objections Statement as being items which the Seller Representative and the Parent are unable to resolve, and any other items and amounts impacted by the resolution of the items and amounts disputed in the Objections Statement, and any other items set forth in the Closing Statement shall be deemed make a final and binding on the Parties. The Dispute Resolution Arbiter’s determination shall be based solely on the definitions of Cash, Indebtedness, Indebtedness and Net Working Capital and Transaction Expenses contained herein Capital, and the Accounting Principlesresulting Final Merger Consideration calculated with reference to such amounts to the extent such amounts are in dispute, including this Section 1.11. The Seller Representative and the Parent shall use their commercially reasonable efforts to cause the Dispute Resolution Arbiter to resolve all disagreements as soon as practicable in amounts between the disputed amounts set forth in the Closing Statement and the Objections Statement. Further, the Dispute Resolution Arbiter’s determination shall be based solely on the presentations by the Parent and the Seller Representative that are in accordance with the terms guidelines and procedures set forth in this Agreement (i.e., not and on Exhibit D. The parties will cooperate with the basis Valuation Firm during the term of an independent review)its engagement. The resolution determination of Cash, Indebtedness and Net Working Capital, and the dispute by the Dispute Resolution Arbiter resulting Final Merger Consideration calculated with reference thereto, shall be become final and binding on and non-appealable by the Parties hereto. The costs and expenses of the Dispute Resolution Arbiter shall be allocated between the Parent, parties on the one hand, and date the Seller Representative (on behalf of the Securityholders), on the other hand, based upon the percentage that the portion of the contested amount not awarded to each Party bears Valuation Firm delivers its final resolution in writing to the amount actually contested by such Party. For example, if the Seller Representative claims the aggregate Merger Consideration is $1,000 greater than the amount determined by the Parent, and if the Dispute Resolution Arbiter ultimately resolves the dispute by awarding the Seller Representative (for the benefit of the Securityholders) $300 of the $1,000 contested, then the costs and expenses of arbitration shall be allocated thirty percent (30%) (i.e., 300 ÷ 1,000) to the Parent and seventy percent (70%) (i.e., $700 ÷ 1,000) to the Seller Representative (on behalf of the Securityholders). In resolving each disputed item of the Objections Statement, the Dispute Resolution Arbiter will be authorized only to choose either the Seller Representative’s position or the Parent’s position for such item (as each position had been disclosed to the other in its respective Objections Statement, as amended in the manner provided below), but recognizing that the Dispute Resolution Arbiter may resolve the Objections Statements on an item-by-item basis so that it may choose the Seller Representative’s position on some items and the Parent’s position on other itemsparties.

Final Closing Balance Sheet Calculation. As promptly as possible, but in any event within sixty ninety (6090) days after the Closing Date, the Parent shall prepare in good faith and deliver to the Seller Representative (a) a consolidated balance sheet of the Group Companies as of the Reference Time (the “Closing Balance Sheet”), ) and (b) a written statement showing the Closing Cash, Closing Indebtedness, Closing Net Working Capital and Unpaid Transaction Expenses (the “Closing Statement”) in each case, including reasonably detailed supporting information and calculations of the components thereof prepared by the Parent in good faith based on the Company’s books and records). The Closing Balance Sheet and the Closing Statement shall be prepared and Cash, Indebtedness, Net Working Capital and Transaction Expenses shall be determined on a consolidated basis for the Group Companies in accordance with this Agreement, Agreement (including the definitions hereof and the Accounting Principlesin this Agreement). The Parties agree that the purpose of preparing the Closing Balance Sheet and determining Closing Cash, Closing Indebtedness, Closing Net Working Capital and Unpaid Transaction Expenses and the related purchase price adjustment contemplated by this Section 1.11 1.09 is to measure the amount of Closing Cash, Closing Indebtedness, the difference between Closing Net Working Capital and the Target Net Working Capital AmountUnpaid Transaction Expenses, and Transaction Expenses and such processes are not intended to permit the introduction of judgments with respect to setting the appropriate levels of reservesjudgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies, methodologies that are different than those set forth in each case, that is different or inconsistent with the definitions hereof this Agreement or the Accounting PrinciplesPrinciples for the purpose of preparing the Closing Balance Sheet or determining Closing Cash, Closing Indebtedness, Closing Net Working Capital or Unpaid Transaction Expenses. After delivery The calculations of Closing Cash, Closing Indebtedness and Closing Net Working Capital in the Closing Statement will entirely disregard (i) any and all effects on the Group Companies (including the assets and liabilities of the Group Companies) as a result of the transactions contemplated hereby or any financing or refinancing arrangements entered into at any time by the Parent or its Affiliates or any other transaction entered into by the Parent or its Affiliates in connection with the consummation of the transactions contemplated hereby, and (ii) any of the plans, transactions, fundings, payments or changes that the Parent or its Affiliates initiates or makes or causes to be initiated or made after the Closing with respect to the Group Companies or their respective businesses or assets, or any facts or circumstances that are unique or particular to the Parent or its Affiliates or any of their respective assets or liabilities. The Parent will, and will cause the Company and its Subsidiaries to, (x) reasonably assist the Representative and its representatives in the review of the Closing Balance Sheet and the Closing Statement and provide the Representative and its representatives access, upon reasonable prior notice during normal business hours, and in such a manner as not to unreasonably interfere with the normal operations of the Group Companies, to the books, records (including work papers, schedules, memoranda and other documents), supporting data, facilities, accountants and employees of the Company and its Subsidiaries for purposes of their review of the Closing Balance Sheet and the Closing Statement, and (y) reasonably cooperate with the Representative and its representatives in connection with such review, including providing on a timely basis all other information reasonably necessary or useful in connection with the Seller Representative’s review of the Closing Statement, (i) the Seller Representative Balance Sheet and its accountants and other Representatives shall be permitted reasonable access at normal business hours and upon a reasonable advance request to review the Surviving Company’s and its Subsidiaries’ books and records and any work papers to the extent related to the preparation of the Closing Statement and (ii) the Seller Representative and its accountants and other Representatives may make inquiries of the Parent, the Surviving Company, its Subsidiaries and their respective accountants and employees, in each case as designated is reasonably requested by the Parent, regarding questions concerning Representative or disagreements with the Closing Statement arising in the course of their review thereof, and the Parent shall use its, and shall cause the Surviving Company and its Subsidiaries to use their, commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such inquiriesrepresentatives. If the Seller Representative has any objections to the Closing Balance Sheet or the Closing Statement, the Seller Representative shall deliver to the Parent a statement setting forth its objections thereto with reasonably detailed supporting information (an “Objections Statement”). After delivery of the Objections Statement and in connection with the Parent’s review of the Objections Statement, the Parent and its accountants and other Representatives shall be given access to any books, records and work paper related to the preparation of the Objections Statement and to the Seller Representative and its accountants and other Representatives in the same manner and to the same extent as contemplated by clauses (i) and (ii) above, mutatis mutandis. If an Objections Statement is not delivered to the Parent within forty-five (45) days following the date of delivery of the Closing Balance Sheet and the Closing Statement, the Closing Balance Sheet and the Closing Statement shall be final, binding and non-appealable by the Parties. The Seller If the Representative delivers an Objection Statement, the Representative and the Parent shall negotiate in good faith to resolve any such objections, but if they objections and all such discussions related thereto will (unless otherwise agreed by the Parent and the Representative in writing) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule. Any items agreed to by the Representative and the Parent in writing are collectively referred to herein as “Resolved Matters.” If the Representative and the Parent do not reach a final resolution within fifteen thirty (1530) days (or such longer period as the Parent and the Representative may agree in writing) after the delivery of the Objections Statement, the Seller Representative and the Parent shall submit such dispute to the New York office of a Specified Accounting Firm reasonably acceptable BDO USA, LLP, or if BDO USA, LLP is unwilling or unable to accept such engagement, such other nationally recognized independent accounting firm as shall be mutually agreed upon in writing by the Parent and the Seller RepresentativeRepresentative (BDO USA, LLP, or if no such Specified Accounting Firm is willing and able to serveother mutually agreed upon accounting firm, another independent accounting firm of national reputation mutually acceptable to the Parent and the Seller Representative (the “Dispute Resolution ArbiterDesignated Accounting Firm”). Any further submissions to the Dispute Resolution Arbiter Designated Accounting Firm must be written and delivered to each party to the dispute. The Dispute Resolution Arbiter Designated Accounting Firm shall consider only those items and amounts that are identified in the Objections Statement and that are not Resolved Matters as being items which that the Seller Representative and the Parent are unable to resolve, and any other items and amounts impacted by the resolution of the items and amounts disputed in the Objections Statement, and any other items set forth in the Closing Statement shall be deemed final and binding on the Parties. The Dispute Resolution ArbiterDesignated Accounting Firm shall act as an expert and not as an arbitrator. The Designated Accounting Firm’s determination shall be based solely on the definitions of Closing Cash, Closing Indebtedness, Closing Net Working Capital and Unpaid Transaction Expenses contained herein and the Accounting Principlesprovisions of this Agreement, including this Section 1.111.09. The Seller Representative and the Parent shall use their commercially reasonable efforts to cause will instruct the Dispute Resolution Arbiter to Designated Accounting Firm to, and the Designated Accounting Firm will, resolve all disagreements as soon as practicable in amounts between the disputed amounts set forth in the Closing Balance Sheet and the Closing Statement and the Objections Statement, other than the Resolved Matters. Further, the Dispute Resolution ArbiterDesignated Accounting Firm’s determination shall be based solely on the presentations by the Parent and the Seller Representative that are in accordance with the terms and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The resolution of the dispute by the Dispute Resolution Arbiter Designated Accounting Firm (which resolution will be requested by the parties to be delivered not more than thirty (30) days following submission of the dispute to the Designated Accounting Firm including a copy of its calculations) shall be final and binding on and non-appealable by the Parties hereto, and such resolution will not be subject to court review or otherwise be appealable. The Designated Accounting Firm’s calculations delivered pursuant to the terms of this Section 1.09, with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by the Parent or the Representative, as the case may be, and no lower than the lower amount calculated by the Parent or the Representative, as the case may be. The costs and expenses of the Dispute Resolution Arbiter Designated Accounting Firm shall be allocated by the Designated Accounting Firm between the Parent, on the one hand, and the Seller Representative (on behalf of the Securityholders), on the other hand, based upon the percentage that the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if the Seller Representative claims the aggregate Merger Final Cash Consideration is $1,000 greater than the amount determined by the Parent, and the Parent contests only $500 of the amount claimed by the Representative, and if the Dispute Resolution Arbiter Designated Accounting Firm ultimately resolves the dispute by awarding the Seller Representative (for the benefit of the Securityholders) $300 of the $1,000 500 contested, then the costs and expenses of arbitration shall be allocated thirty sixty percent (3060%) (i.e., 300 ÷ 1,000500) to the Parent and seventy forty percent (7040%) (i.e., $700 200 ÷ 1,000500) to the Seller Representative (on behalf for the benefit of the Securityholders). In resolving each disputed item of the Objections Statement, the Dispute Resolution Arbiter will be authorized only to choose either the Seller Representative’s position or the Parent’s position for such item (as each position had been disclosed to the other in its respective Objections Statement, as amended in the manner provided below), but recognizing that the Dispute Resolution Arbiter may resolve the Objections Statements on an item-by-item basis so that it may choose the Seller Representative’s position on some items and the Parent’s position on other items.

Final Closing Balance Sheet Calculation. As promptly as possible, but in any event within sixty ninety (6090) days after the Closing Date, the Parent shall Purchaser will deliver to the Seller Representative (a) a consolidated balance sheet sheets of the Group Companies Company and its Subsidiaries as of the Closing and the NWC Reference Time (collectively, the “Closing Balance Sheet”)) and a statement showing (i) a detailed listing of all Transaction Expenses, and (bii) a statement showing the calculation of Cash, Indebtedness, and Net Working Capital and Transaction Expenses derived from the Closing Balance Sheet (together with the Closing Balance Sheet, the “Closing Preliminary Statement”) in each case, including reasonably detailed supporting information and calculations of the components thereof prepared by the Parent in good faith based on the Company’s books and records). The Closing Balance Sheet shall be prepared and Cash, Indebtedness, Indebtedness and Net Working Capital and Transaction Expenses shall be determined (including for purposes of Section 1.08) on a consolidated basis in accordance with this AgreementGAAP using the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in preparation of the definitions hereof Latest Balance Sheet and shall not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the Accounting Principlestransactions contemplated hereby (other than Transaction Expenses). The Parties parties agree that the purpose of preparing the Closing Balance Sheet and determining Cash, Indebtedness, Net Working Capital and Transaction Expenses and the related purchase price adjustment contemplated by this Section 1.11 1.09 is to measure the amount of Cash, Indebtedness, the difference between Net Working Capital and the Target Net Working Capital Amount, Indebtedness and Transaction Expenses and changes in Net Working Capital, and such processes are not intended to permit the introduction of judgments with respect to setting the appropriate levels of reservesdifferent judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologiesmethodologies for the purpose of preparing the Closing Balance Sheet or determining Cash, in each caseIndebtedness, that is different Net Working Capital or inconsistent with the definitions hereof or the Accounting PrinciplesTransaction Expenses. After delivery of the Closing Statement and in connection with the Seller Representative’s review of the Closing Preliminary Statement, (i) the Seller Representative and its accountants and other Representatives representatives shall be permitted reasonable full access at normal business hours and upon a reasonable advance request to review the Surviving Company’s and its Subsidiaries’ books and records and any work papers to the extent related to the preparation of the Closing Statement and (ii) the Seller Preliminary Statement. The Representative and its accountants and other Representatives representatives may make inquiries inquires of the ParentPurchaser, the Surviving Company, its Subsidiaries and their respective accountants and employees, in each case as designated by the Parent, regarding questions concerning or disagreements with the Closing Preliminary Statement arising in the course of their review thereof, and the Parent Purchaser shall use its, and shall cause the Surviving Company and its Subsidiaries to use their, commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. If the Seller Representative has any objections to the Closing Preliminary Statement, the Seller Representative shall deliver to the Parent Purchaser a statement setting forth its objections thereto with reasonably detailed supporting information (an “Objections Statement”). After delivery of the Objections Statement and in connection with the Parent’s review of the Objections Statement, the Parent and its accountants and other Representatives shall be given access to any books, records and work paper related to the preparation of the Objections Statement and to the Seller Representative and its accountants and other Representatives in the same manner and to the same extent as contemplated by clauses (i) and (ii) above, mutatis mutandis. If an Objections Statement is not delivered to the Parent Purchaser within forty-five thirty (4530) days following the date of after delivery of the Closing Preliminary Statement, the Closing Preliminary Statement shall be final, binding and non-appealable by the Partiesparties hereto. The Seller Representative and the Parent Purchaser shall negotiate in good faith to resolve any such objections, but if they do not reach a final resolution within fifteen (15) days after the delivery of the Objections Statement, the Seller Representative and the Parent Purchaser shall submit such dispute to Duff & Xxxxxx or another independent valuation firm mutually agreed upon by the New York office of a Specified Accounting Firm reasonably acceptable to the Parent Purchaser and the Seller Representative, or if no such Specified Accounting Firm is willing and able to serve, another independent accounting firm of national reputation mutually acceptable to the Parent and the Seller Representative (the “Dispute Resolution Arbiter”). Any further submissions to the Dispute Resolution Arbiter must be written and delivered to each party to the dispute. The Dispute Resolution Arbiter shall consider only those items and amounts that which are identified in the Objections Statement as being items which the Seller Representative and the Parent Purchaser are unable to resolve, and any other items and amounts impacted by the resolution of the items and amounts disputed in the Objections Statement, and any other items set forth in the Closing Statement shall be deemed final and binding on the Parties. The Dispute Resolution Arbiter’s determination shall will be based solely on the definitions of Cash, Indebtedness, Net Working Capital and Transaction Expenses contained herein and the Accounting Principles, including provisions of this Section 1.111.09, and the Dispute Resolution Arbiter may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Seller Representative and the Parent Purchaser shall use their commercially reasonable efforts to cause the Dispute Resolution Arbiter to resolve all disagreements as soon as practicable in amounts between the disputed amounts set forth in the Closing Statement and the Objections Statementpracticable. Further, the Dispute Resolution Arbiter’s determination shall be based solely on the presentations by the Parent Purchaser and the Seller Representative that which are in accordance with the terms and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The resolution of the dispute by the Dispute Resolution Arbiter shall be final and binding on and non-appealable by the Parties parties hereto. The costs and expenses of the Dispute Resolution Arbiter shall be allocated between the ParentPurchaser, on the one hand, and the Seller Representative (on behalf of the SecurityholdersPreferred Stockholders), on the other hand, based upon the percentage that which the portion of the contested amount not awarded to each Party party bears to the amount actually contested by such Partyparty (with each Preferred Stockholder responsible for its portion of such costs and expenses (determined on a pro rata basis according to each Person’s Preferred Percentage)). For example, if the Seller Representative claims the aggregate Merger Consideration Net Working Capital is $1,000 greater than the amount determined by the ParentPurchaser, and the Purchaser contests only $500 of the amount claimed by the Representative, and if the Dispute Resolution Arbiter ultimately resolves the dispute by awarding the Seller Representative (for the benefit of the SecurityholdersPreferred Stockholders) $300 of the $1,000 500 contested, then the costs and expenses of arbitration shall will be allocated thirty percent (30%) 60% (i.e., 300 ÷ 1,000500) to the Parent Purchaser and seventy percent (70%) 40% (i.e., $700 200 ÷ 1,000500) to the Seller Representative (on behalf for the benefit of the SecurityholdersPreferred Stockholders). In resolving each disputed item of the Objections Statement, the Dispute Resolution Arbiter will be authorized only to choose either the Seller Representative’s position or the Parent’s position for such item (as each position had been disclosed to the other in its respective Objections Statement, as amended in the manner provided below), but recognizing that the Dispute Resolution Arbiter may resolve the Objections Statements on an item-by-item basis so that it may choose the Seller Representative’s position on some items and the Parent’s position on other items.

Final Closing Balance Sheet Calculation. (a) As promptly as possible, but in any event within sixty (60) no later than 75 days after the Closing Date, the Parent Purchaser shall deliver to the Seller Representative (ai) a consolidated balance sheet sheets of (x) Eureka and its Subsidiaries and (y) Hornet and its Subsidiaries, in each case, immediately prior to the Group Companies as close of business on the Reference Time Closing Date (the each a “Closing Balance Sheet”), and collectively the “Closing Balance Sheets”) and (bii) a statement showing certificate duly executed by an authorized representative of Purchaser setting forth the calculations of Cash, Indebtedness, Reimbursed Capex and Net Working Capital derived from the Closing Balance Sheets and Transaction Expenses the resulting calculation of the Final Adjustment Amount (together with the Closing Balance Sheets, the “Closing Preliminary Statement”) in each case, including reasonably detailed supporting information and calculations of the components thereof prepared by the Parent in good faith based on the Company’s books and records). The Each Closing Balance Sheet shall be prepared and Cash, Indebtedness, Reimbursed Capex and Net Working Capital and Transaction Expenses shall be determined (including for purposes of Section 1.04) on a consolidated basis in accordance with this AgreementGAAP using the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the definitions hereof preparation of the Net Working Capital Example and shall not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the Accounting Principlestransactions contemplated hereby. The Parties parties agree that the purpose of preparing the Closing Balance Sheet Sheets and determining Cash, Indebtedness, Reimbursed Capex and Net Working Capital and Transaction Expenses and the related purchase price adjustment contemplated by this Section 1.11 1.05 is to measure (i) the amount of Cash, Indebtedness, the difference between Reimbursed Capex and Net Working Capital and (ii) changes in Net Working Capital against the Target Net Working Capital Amount, and Transaction Expenses and such processes are not intended to permit the introduction of judgments with respect to setting the appropriate levels of reservesdifferent judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies, in each case, that is different or inconsistent with methodologies for the definitions hereof or the Accounting Principles. After delivery purpose of preparing the Closing Statement and in connection with the Seller Representative’s review of the Closing Statement, (i) the Seller Representative and its accountants and other Representatives shall be permitted reasonable access at normal business hours and upon a reasonable advance request to review the Surviving Company’s and its Subsidiaries’ books and records and any work papers to the extent related to the preparation of the Closing Statement and (ii) the Seller Representative and its accountants and other Representatives may make inquiries of the Parent, the Surviving Company, its Subsidiaries and their respective accountants and employees, in each case as designated by the Parent, regarding questions concerning Balance Sheets or disagreements with the Closing Statement arising in the course of their review thereof, and the Parent shall use its, and shall cause the Surviving Company and its Subsidiaries to use their, commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. If the Seller Representative has any objections to the Closing Statement, the Seller Representative shall deliver to the Parent a statement setting forth its objections thereto with reasonably detailed supporting information (an “Objections Statement”). After delivery of the Objections Statement and in connection with the Parent’s review of the Objections Statement, the Parent and its accountants and other Representatives shall be given access to any books, records and work paper related to the preparation of the Objections Statement and to the Seller Representative and its accountants and other Representatives in the same manner and to the same extent as contemplated by clauses (i) and (ii) above, mutatis mutandis. If an Objections Statement is not delivered to the Parent within forty-five (45) days following the date of delivery of the Closing Statement, the Closing Statement shall be final, binding and non-appealable by the Parties. The Seller Representative and the Parent shall negotiate in good faith to resolve any such objections, but if they do not reach a final resolution within fifteen (15) days after the delivery of the Objections Statement, the Seller Representative and the Parent shall submit such dispute to the New York office of a Specified Accounting Firm reasonably acceptable to the Parent and the Seller Representative, or if no such Specified Accounting Firm is willing and able to serve, another independent accounting firm of national reputation mutually acceptable to the Parent and the Seller Representative (the “Dispute Resolution Arbiter”). Any further submissions to the Dispute Resolution Arbiter must be written and delivered to each party to the dispute. The Dispute Resolution Arbiter shall consider only those items and amounts that are identified in the Objections Statement as being items which the Seller Representative and the Parent are unable to resolve, and any other items and amounts impacted by the resolution of the items and amounts disputed in the Objections Statement, and any other items set forth in the Closing Statement shall be deemed final and binding on the Parties. The Dispute Resolution Arbiter’s determination shall be based solely on the definitions of determining Cash, Indebtedness, Reimbursed Capex or Net Working Capital. To the extent that the calculation of the Net Working Capital and Transaction Expenses contained herein and the Accounting Principles, including this Section 1.11. The Seller Representative and the Parent shall use their commercially reasonable efforts to cause the Dispute Resolution Arbiter to resolve all disagreements as soon as practicable in amounts between the disputed amounts set forth corrects an error or inconsistency or noncompliance with an accounting procedure that was used in the Closing Statement and the Objections Statement. Further, the Dispute Resolution Arbiter’s determination shall be based solely on the presentations by the Parent and the Seller Representative that are in accordance with the terms and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The resolution calculation of the dispute by the Dispute Resolution Arbiter shall be final and binding on and non-appealable by the Parties hereto. The costs and expenses of the Dispute Resolution Arbiter shall be allocated between the Parent, on the one hand, and the Seller Representative (on behalf of the Securityholders), on the other hand, based upon the percentage that the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if the Seller Representative claims the aggregate Merger Consideration is $1,000 greater than the amount determined by the Parent, and if the Dispute Resolution Arbiter ultimately resolves the dispute by awarding the Seller Representative (for the benefit of the Securityholders) $300 of the $1,000 contestedTarget Net Working Capital Amount, then the costs and expenses of arbitration Target Net Working Capital Amount shall be allocated thirty percent (30%) (i.e.reduced or increased as a result of such error, 300 ÷ 1,000) to the Parent and seventy percent (70%) (i.e., $700 ÷ 1,000) to the Seller Representative (on behalf of the Securityholders). In resolving each disputed item of the Objections Statement, the Dispute Resolution Arbiter will be authorized only to choose either the Seller Representative’s position inconsistency or the Parent’s position for such item (as each position had been disclosed to the other in its respective Objections Statementnoncompliance, as amended in the manner provided below)appropriate, but recognizing that the Dispute Resolution Arbiter may resolve the Objections Statements on an item-by-item basis so that it may choose the Seller Representative’s position on some items and the Parent’s position on other itemsto correct such error, inconsistency or noncompliance.

Final Closing Balance Sheet Calculation. As promptly as possible, but in any event within sixty seventy-five (6075) days after the Closing Date, the Parent shall deliver to the Seller Representative (a) a consolidated balance sheet of the Group Companies as of the Reference Time (after giving effect to the Pre-Closing Transactions) (the “Closing Balance Sheet”), and (b) a statement showing the Cash, Indebtedness, Net Working Capital Capital, WNFIC Statutory Surplus, XxxXxxxx Liabilities and Transaction Expenses (the “Closing Statement”) in each case, including reasonably detailed supporting information and calculations as of the components thereof prepared by Reference Time (after giving effect to the Parent in good faith based on the Company’s books and recordsPre-Closing Transactions). The Closing Balance Sheet shall be prepared and Cash, Indebtedness, Net Working Capital Capital, WNFIC Statutory Surplus, XxxXxxxx Liabilities and Transaction Expenses shall be determined in accordance with this Agreement, the definitions hereof and the Accounting Principles. The Parties agree that the purpose of preparing the Closing Balance Sheet and determining Cash, Indebtedness, Net Working Capital Capital, WNFIC Statutory Surplus, XxxXxxxx Liabilities and Transaction Expenses and the related purchase price adjustment contemplated by this Section 1.11 1.09 is to measure the amount of Cash, Indebtedness, the difference between changes in Net Working Capital and the Target Net Working Capital AmountCapital, changes in WNFIC Statutory Surplus, XxxXxxxx Liabilities and Transaction Expenses and such processes are not intended to permit the introduction of judgments with respect to setting the appropriate levels of reservesdifferent judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologiesmethodologies for the purpose of preparing the Closing Balance Sheet or determining Indebtedness, in each caseNet Working Capital, that is different or inconsistent with the definitions hereof or the Accounting PrinciplesWNFIC Statutory Surplus, XxxXxxxx Liabilities and Transaction Expenses. After delivery of the Closing Statement and in connection with the Seller Representative’s review of the Closing Statement, (i) the Seller Representative and its accountants and other Representatives representatives shall be permitted reasonable full access at normal business hours and upon a reasonable advance request times to review the Surviving Company’s and its Subsidiaries’ books and records and any work papers to the extent related to the preparation of the Closing Statement and (ii) the Seller Statement. The Representative and its accountants and other Representatives representatives may make inquiries of the Parent, the Surviving Company, its Subsidiaries and their respective accountants and employees, in each case as designated by the Parent, employees regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereof, and the Parent shall use its, and shall cause the Surviving Company and its Subsidiaries to use their, commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. If the Seller Representative has any objections to the Closing Statement, the Seller Representative shall deliver to the Parent a statement setting forth its objections thereto with reasonably detailed supporting information (an “Objections Statement”). After delivery of the Objections Statement and in connection with the Parent’s review of the Objections Statement, the Parent and its accountants and other Representatives shall be given access to any books, records and work paper related to the preparation of the Objections Statement and to the Seller Representative and its accountants and other Representatives in the same manner and to the same extent as contemplated by clauses (i) and (ii) above, mutatis mutandis. If an Objections Statement is not delivered to the Parent within forty-five (45) days following the date of delivery of the Closing Statement, the Closing Statement shall be final, binding and non-appealable by the Parties. The Seller Representative and the Parent shall negotiate in good faith to resolve any such objections, but if they do not reach a final resolution within fifteen twenty (1520) days Business Days after the delivery of the Objections Statement, the Seller Representative and the Parent shall submit such dispute to the New York office of a Specified Accounting Firm WeiserMazars, or if they are not independent pursuant to the rules and regulations of the Securities and Exchange Commission at the time, another nationally recognized independent accounting firm reasonably acceptable to the Parent and the Seller Representative, or if no such Specified Accounting Firm is willing and able to serve, another independent accounting firm of national reputation mutually acceptable to the Parent and the Seller Representative (the “Dispute Resolution Arbiter”). Any further submissions to the Dispute Resolution Arbiter must be written and delivered to each party to the dispute. The Dispute Resolution Arbiter shall consider only those items and amounts that are identified in the Objections Statement as being items which the Seller Representative and the Parent are unable to resolve, and any other items and amounts impacted by the resolution of the items and amounts disputed in the Objections Statement, and any other items set forth in the Closing Statement shall be deemed final and binding on the Parties. The Dispute Resolution Arbiter’s determination shall be based solely on the definitions of Cash, Indebtedness, Net Working Capital Capital, WNFIC Statutory Surplus, XxxXxxxx Liabilities and Transaction Expenses contained herein and the Accounting Principlesprovisions of this Agreement, including this Section 1.111.09. The Seller Representative and the Parent shall use their commercially reasonable efforts to cause the Dispute Resolution Arbiter to resolve all disagreements as soon as practicable in amounts between the disputed amounts set forth in the Closing Statement and the Objections Statement. Further, the Dispute Resolution Arbiter’s determination shall be based solely on the presentations by the Parent and the Seller Representative that are in accordance with the terms and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The resolution of the dispute by the Dispute Resolution Arbiter shall be final and binding on and non-non appealable by the Parties hereto. The costs and expenses of the Dispute Resolution Arbiter shall be allocated between the Parent, on the one hand, and the Seller Representative (on behalf of the Securityholders), on the other hand, based upon the percentage that the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if the Seller Representative claims the aggregate Merger Consideration Net Working Capital is $1,000 greater than the amount determined by the Parent, and the Parent contests only $500 of the amount claimed by the Representative, and if the Dispute Resolution Arbiter ultimately resolves the dispute by awarding the Seller Representative (for the benefit of the Securityholders) $300 of the $1,000 500 contested, then the costs and expenses of arbitration shall be allocated thirty sixty percent (3060%) (i.e., 300 ÷ 1,000500) to the Parent and seventy forty percent (7040%) (i.e., $700 200 ÷ 1,000500) to the Seller Representative (on behalf for the benefit of the Securityholders). In resolving each disputed item of the Objections Statement, the Dispute Resolution Arbiter will be authorized only to choose either the Seller Representative’s position or the Parent’s position for such item (as each position had been disclosed to the other in its respective Objections Statement, as amended in the manner provided below), but recognizing that the Dispute Resolution Arbiter may resolve the Objections Statements on an item-by-item basis so that it may choose the Seller Representative’s position on some items and the Parent’s position on other items.

Final Closing Balance Sheet Calculation. As promptly as possible, but in any event within sixty Within ninety (6090) days after the Closing Date, the Parent shall deliver to the Seller Securityholder Representative (a) a consolidated balance sheet of the Company Group Companies as of the Reference Time (the “Closing Balance Sheet”), and (b) a statement schedule showing in reasonable detail, (i) the Cash, Indebtedness, Indebtedness and Net Working Capital and as of the Reference Time, (ii) Transaction Expenses and (iii) the Parent’s good faith calculation of the resulting Final Merger Consideration based on the foregoing and Estimated Taxes Payable (the “Closing Statement”) in each case, including reasonably detailed supporting information and calculations of the components thereof prepared by the Parent in good faith based on the Company’s books and records). The Closing Balance Sheet shall be prepared prepared, and Cash, Indebtedness, Net Working Capital and Transaction Expenses shall be determined determined, in accordance with this Agreement, the definitions hereof and the Accounting Principles. The Parties agree that the purpose of preparing the Closing Balance Sheet and determining Cash, Indebtedness, Net Working Capital and Transaction Expenses Expenses, and the related purchase price adjustment contemplated by this Section 1.11 1.09, is to measure the amount of Cash, Indebtedness, the difference between Net Working Capital and the Target Net Working Capital Amount, and Transaction Expenses in accordance with this Agreement, and such processes are not intended to permit the introduction of judgments with respect to setting the appropriate levels of reservesdifferent judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies, in each case, that is different or inconsistent with methodologies from those prescribed by this Agreement for the definitions hereof or the Accounting Principles. After delivery purpose of preparing the Closing Statement and in connection with Balance Sheet or determining Cash, Indebtedness, Net Working Capital or Transaction Expenses. During the Seller Representative’s review of Objection Period, the Closing Statement, (i) the Seller Securityholder Representative and its accountants and other Representatives representatives shall be permitted reasonable access at normal business hours and upon a reasonable advance request times to review the Surviving Company’s and its Subsidiaries’ books and records and any work papers to the extent related to the preparation of the Closing Statement Statement, and (ii) the Seller Representative and its accountants and other Representatives may make inquiries of the Parent, to the Surviving Company, its Subsidiaries and their respective accountants and employees, ’s personnel as necessary for purposes of verifying the amounts set forth in each case as designated by the Parent, regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereof, and the Parent shall use its, and shall cause the Surviving Company and its Subsidiaries to use their, commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such inquiriesStatement. If the Seller Securityholder Representative has any objections to the Closing Statement, the Seller Securityholder Representative shall deliver to the Parent a single written statement setting forth the amount and basis for each of its objections thereto with reasonably detailed supporting information (an the “Objections Statement”). After delivery of If the Objections Statement and in connection with the Parent’s review of the Objections Statement, the Parent and its accountants and other Representatives shall be given access to any books, records and work paper related to the preparation of the Objections Statement and to the Seller Representative and its accountants and other Representatives in the same manner and to the same extent as contemplated by clauses (i) and (ii) above, mutatis mutandis. If an Objections Statement is not delivered to the Parent within forty-five (45) 45 days following the date of delivery of the Closing StatementStatement (such 45-day period, the “Objection Period”), the Closing Statement shall be final, binding and non-appealable by appealable. Any determination in the PartiesClosing Statement that is not objected to in the Objections Statement shall be deemed accepted and shall be final and binding upon delivery of the Objections Statement. The Seller Securityholder Representative and the Parent shall negotiate in good faith to resolve any such objections, but if they do not reach a final resolution within fifteen (15) 15 days after the delivery of the Objections Statement, the Seller Securityholder Representative and the Parent shall submit any and all matters (and only such matters) which remain in dispute to the New York office of a Specified Accounting Firm reasonably acceptable to the Parent and the Seller Representative, or if no such Specified Accounting Firm is willing and able to serve, another independent accounting firm of national reputation mutually acceptable to the Parent and the Seller Representative PricewaterhouseCoopers (the “Dispute Resolution Arbiter”). The Dispute Resolution Arbiter shall serve as an expert and not as an arbitrator. Any further submissions to the Dispute Resolution Arbiter must be written and delivered to each party to the dispute. The Dispute Resolution Arbiter shall consider only those items and amounts that are identified in the Objections Statement as being items which the Seller Securityholder Representative and the Parent are unable to resolve, and any other items and amounts impacted by the resolution of the items and amounts disputed in the Objections Statement, and any other items set forth in the Closing Statement shall be deemed final and binding on the Parties. The Dispute Resolution Arbiter’s determination shall be based solely on the definitions of Cash, Indebtedness, Net Working Capital and Transaction Expenses contained herein and herein, the Accounting Principles, the Reference Statement, and the provisions of this Agreement, including this Section 1.111.09. The Seller Securityholder Representative and the Parent shall use their commercially reasonable efforts to cause the Dispute Resolution Arbiter to resolve all disagreements as soon as practicable within 30 days following its engagement in amounts between the disputed amounts set forth in the Closing Statement and the Objections Statement. Further, the Dispute Resolution Arbiter’s determination shall be based solely on the presentations by the Parent and the Seller Securityholder Representative that are in accordance with the terms and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The resolution of the dispute by the Dispute Resolution Arbiter shall be final and binding on and non-appealable by the Parties heretohereto (absent manifest error). The costs and expenses of the Dispute Resolution Arbiter shall be allocated between the Parent, on the one hand, and the Seller Securityholder Representative (on behalf of the Securityholders), on the other hand, based upon the percentage that the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if the Seller Securityholder Representative claims the aggregate Merger Consideration Net Working Capital is $1,000 greater than the amount determined by the Parent, and the Parent contests only $500 of the amount claimed by the Securityholder Representative, and if the Dispute Resolution Arbiter ultimately resolves the dispute by awarding the Seller Securityholder Representative (for the benefit of the Securityholders) $300 of the $1,000 500 contested, then the costs and expenses of arbitration shall be allocated thirty sixty percent (3060%) (i.e., 300 ÷ 1,000500) to the Parent and seventy forty percent (7040%) (i.e., $700 200 ÷ 1,000500) to the Seller Securityholder Representative (on behalf for the benefit of the Securityholders). In resolving each disputed item of the Objections Statementdisputes pursuant to this Section 1.09, the Dispute Resolution Arbiter will be authorized only to choose either values for each item in dispute within the Seller Representative’s position or range proposed by the Parent’s position for such item (as each position had been disclosed to Parent and the other Securityholder Representative in its respective the Closing Statement and the Objections Statement, as amended in the manner provided below), but recognizing that respectively. A decision rendered by the Dispute Resolution Arbiter pursuant to this Section 1.09 may resolve be filed as a judgment in any court of competent jurisdiction. Either the Objections Statements Parent or the Securityholder Representative (on an item-by-item basis so that it behalf of the Securityholders) may choose seek specific enforcement or take other necessary legal action to enforce any decision the Seller RepresentativeDispute Resolution Arbiter pursuant to this Section 1.09. The other party’s position on some items and only defense to such a request for specific enforcement or other legal action shall be fraud or manifest error by or upon the ParentDispute Resolution Arbiter. Absent such fraud or manifest error, such other party shall reimburse the party seeking enforcement for all of its expenses related to the enforcement of the Dispute Resolution Arbiter’s position on other itemsdetermination.

Final Closing Balance Sheet Calculation. As promptly as possible, but in any event within sixty ninety (6090) days after the Closing Date, the Parent shall deliver to the Seller Representative (a) a consolidated balance sheet of the Group Companies as of the Reference Time (the “Closing Balance Sheet”), ) and (b) a statement showing the Cash, Indebtedness, Net Working Capital Capital, and Transaction Expenses (the “Closing Statement”) in each case, including reasonably detailed supporting information and calculations of the components thereof prepared by the Parent in good faith based on the Company’s books and records). The Closing Balance Sheet shall be prepared and Cash, Indebtedness, Net Working Capital Capital, and Transaction Expenses shall be determined in accordance with this Agreement, the definitions hereof and the Accounting Principles. The Parties agree that the purpose of preparing the Closing Balance Sheet and determining Cash, Indebtedness, Net Working Capital Capital, and Transaction Expenses and the related purchase price adjustment contemplated by this Section 1.11 1.08 is to measure the amount of Cash, Indebtedness, the difference between changes in Net Working Capital and the Target Net Working Capital AmountCapital, and Transaction Expenses and such processes are not intended to permit the introduction of judgments calculated in accordance with respect to setting the appropriate levels of reserves, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies, in each case, that is different or inconsistent with the definitions hereof or the Accounting Principles. After delivery of the Closing Statement and in connection with the Seller Representative’s review of the Closing Statement, (i) the Seller Representative and its accountants and other Representatives representatives shall be permitted reasonable full access at normal business hours and upon a reasonable advance request times to review the Surviving Company’s and its Subsidiaries’ books and records and any work papers to the extent papers, in each case, related to the preparation of the Closing Statement and (ii) the Seller Statement. The Representative and its accountants and other Representatives representatives may make inquiries of the Parent, the Surviving Company, its Subsidiaries and their respective accountants and employees, in each case as designated by the Parent, Parent regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereof, and the Parent shall use its, and shall cause the Surviving Company and its Subsidiaries to use their, commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. If the Seller Representative has any objections to the Closing Statement, the Seller Representative shall deliver to the Parent a written statement setting forth its objections thereto with reasonably detailed supporting information in reasonable detail, indicating each disputed item or amount and the basis for its disagreement therewith (an “Objections Statement”). After delivery of the Objections Statement and in connection with the Parent’s review of the Objections Statement, the Parent and its accountants and other Representatives shall be given access to any books, records and work paper related to the preparation of the Objections Statement and to the Seller Representative and its accountants and other Representatives in the same manner and to the same extent as contemplated by clauses (i) and (ii) above, mutatis mutandis. If an Objections Statement is not delivered to the Parent within forty-five (45) days following the date of delivery of the Closing Statement, the Closing Statement shall be final, binding and non-appealable by the Parties. The Seller Representative and the Parent shall negotiate in good faith to resolve any such objections, but if they do not reach a final resolution within fifteen (15) days after the delivery of the Objections Statement, the Seller Representative and the Parent shall submit such dispute to the New York City office of a Specified Accounting Firm Xxxxx Xxxxxxxx, LLC, or if they are not independent pursuant to the rules and regulations of the Securities and Exchange Commission at the time, another nationally recognized independent accounting firm reasonably acceptable to the Parent and the Seller Representative, or if no such Specified Accounting Firm is willing and able to serve, another independent accounting firm of national reputation mutually acceptable to the Parent and the Seller Representative (the “Dispute Resolution Arbiter”). Any further submissions to the Dispute Resolution Arbiter must be written and delivered to each party to the dispute. The Dispute Resolution Arbiter shall consider only those items and amounts that are identified in the Objections Statement as being items which the Seller Representative and the Parent are unable to resolve, and any other items and amounts impacted by the resolution of the items and amounts disputed in the Objections Statement, and any other items set forth in the Closing Statement shall be deemed final and binding on the Parties. The Dispute Resolution Arbiter’s determination shall be based solely on the definitions of Cash, Indebtedness, Net Working Capital and Capital, or Transaction Expenses contained herein and the Accounting Principlesprovisions of this Agreement, including this Section 1.111.08. The Seller Representative and the Parent shall use their commercially reasonable efforts to cause the Dispute Resolution Arbiter to resolve all disagreements as soon as practicable in amounts between the disputed amounts set forth in the Closing Statement and the Objections Statement. Further, the Dispute Resolution Arbiter’s determination shall be based solely on the presentations by the Parent and the Seller Representative that are in accordance with the terms and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The resolution of the dispute by the Dispute Resolution Arbiter shall be final and binding on and non-appealable by the Parties hereto. The costs and expenses of the Dispute Resolution Arbiter shall be allocated by the Dispute Resolution Arbiter between the Parent, on the one hand, and the Seller Representative (on behalf of the Securityholders), on the other hand, based upon the percentage that the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if the Seller Representative claims the aggregate Merger Closing Cash Consideration is $1,000 greater than the amount determined by the Parent, and the Parent contests only $500 of the amount claimed by the Representative, and if the Dispute Resolution Arbiter ultimately resolves the dispute by awarding the Seller Representative (for the benefit of the Securityholders) $300 of the $1,000 500 contested, then the costs and expenses of arbitration shall be allocated thirty sixty percent (3060%) (i.e., 300 ÷ 1,000500) to the Parent and seventy forty percent (7040%) (i.e., $700 200 ÷ 1,000500) to the Seller Representative (on behalf for the benefit of the Securityholders). In resolving each disputed item of the Objections Statement, the Dispute Resolution Arbiter will be authorized only to choose either the Seller Representative’s position or the Parent’s position for such item (as each position had been disclosed to the other in its respective Objections Statement, as amended in the manner provided below), but recognizing that the Dispute Resolution Arbiter may resolve the Objections Statements on an item-by-item basis so that it may choose the Seller Representative’s position on some items and the Parent’s position on other items.

Final Closing Balance Sheet Calculation. As promptly as possible, practicable but in any event within sixty ninety (6090) days after the Closing Date, the Parent Purchaser shall deliver to the Seller Representative (a) a an unaudited consolidated balance sheet of the Group Companies as of the Reference Time (the “Closing Balance Sheet”), and (b) a statement showing the Cash, Indebtedness, Indebtedness and Net Working Capital and Transaction Expenses the Closing Net Working Capital Adjustment resulting therefrom, in each case, as of the Reference Time, and the calculation of the Final Consideration resulting therefrom, each of which shall be completed in good faith (the “Closing Statement”) in each case), including reasonably detailed together with all relevant supporting information and calculations of the components thereof prepared by the Parent in good faith based on the Company’s books and recordsdocumentation. The Closing Balance Sheet shall be prepared prepared, and Cash, Indebtedness, Net Working Capital and Transaction Expenses the Final Consideration shall be determined determined, in accordance with the Accounting Principles and this Agreement, the definitions hereof and the Accounting Principles. The Parties agree that the purpose of preparing the Closing Balance Sheet and determining Cash, Indebtedness, Net Working Capital and Transaction Expenses Capital, the Final Consideration and the related purchase price adjustment contemplated by this Section 1.11 1.03 is to measure the amount of Cash, Indebtedness, the difference between Net Working Capital and the Target Net Working Capital AmountFinal Consideration as of the Reference Time in accordance with this Agreement, and Transaction Expenses and such processes are not intended to permit the introduction of judgments with respect to setting the appropriate levels of reservesdifferent or additional judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies, in each casecase other than those required by the Accounting Principles or this Agreement, that is different for the purpose of preparing the Closing Balance Sheet or inconsistent determining Cash, Indebtedness, Net Working Capital and the Final Consideration. The Closing Statement will entirely disregard (i) any and all effects on the Group Companies (including the assets and liabilities of the Group Companies) as a result of or following the Closing of the transactions contemplated hereby (other than those relating to Transaction Expenses) or any financing or refinancing arrangements entered into at any time by Purchaser or its Affiliates or any other transaction entered into by Purchaser or its Affiliates in connection with the definitions hereof consummation of the transactions contemplated hereby, and (ii) any of the plans, transactions, fundings, payments or changes that Purchaser or its Affiliates initiates or makes or causes to be initiated or made after the Accounting PrinciplesClosing with respect to the Group Companies or their respective businesses or assets, or any facts or circumstances that are unique or particular to Purchaser or its Affiliates or any of their respective assets or liabilities. After delivery of the Closing Statement and in connection with the Seller Representative’s review of the Closing Statement, (i) the Seller Representative and its accountants and other Representatives representatives shall be permitted reasonable access at normal business hours and upon a reasonable advance request times to review the Surviving CompanyPurchaser’s and its Subsidiariesthe Group Companies’ books and records and any work papers to the extent related to the preparation of the Closing Statement and (ii) the or Closing Balance Sheet. Seller Representative and its accountants and other Representatives representatives may make inquiries of the ParentPurchaser, the Surviving Company, its Subsidiaries Group Companies and their respective accountants and employees, in each case as designated by the Parent, employees regarding questions concerning or disagreements with the Closing Statement or Closing Balance Sheet arising in the course of their review thereof, and the Parent Purchaser shall use its, and shall cause the Surviving Company and its Subsidiaries Group Companies to use their, commercially reasonable best efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. If the Seller Representative has any objections to the Closing StatementStatement or Closing Balance Sheet, the Seller Representative shall deliver to the Parent Purchaser a statement setting forth its objections thereto with reasonably detailed supporting information (an “Objections Statement”). After delivery of the Objections Statement and in connection with the Parent’s review of the Objections Statement, the Parent and its accountants and other Representatives shall be given access to any books, records and work paper related to the preparation of the Objections Statement and to the Seller Representative and its accountants and other Representatives in the same manner and to the same extent as contemplated by clauses (i) and (ii) above, mutatis mutandis. If an Objections Statement is not delivered to the Parent Purchaser within forty-five (45) days following the date of delivery of the Closing Statement, the Closing Statement shall be final, binding and non-appealable by the Parties. The If an Objections Statement is delivered to Purchaser within forty-five (45) days following the date of delivery of the Closing Statement, Seller Representative and the Parent Purchaser shall negotiate in good faith to resolve any such objections, but if they do not reach a final resolution within fifteen thirty (1530) days after the delivery of the Objections Statement, the Seller Representative and the Parent shall Purchaser shall, unless Seller and Purchaser otherwise agree, submit such dispute to the New York Boston office of a Specified Accounting Firm PricewaterhouseCoopers LLP or another nationally recognized independent accounting firm reasonably acceptable to the Parent Purchaser and the Seller Representative, or if no such Specified Accounting Firm is willing and able to serve, another independent accounting firm of national reputation mutually acceptable to the Parent and the Seller Representative (the “Dispute Resolution Arbiter”). Any further All submissions of documents or information to the Dispute Resolution Arbiter must shall be written in writing and delivered to each party the Party making such submissions shall concurrently deliver a copy thereof to the disputeother Party. The Dispute Resolution Arbiter shall consider only those items and amounts that are identified in the Objections Statement as being items which the that Seller Representative and the Parent Purchaser are unable to resolve, and any other items and amounts impacted by the resolution of the items and amounts disputed in the Objections Statement, and any other items set forth in the Closing Statement shall be deemed final and binding on the Parties. The Dispute Resolution Arbiter’s determination shall be based solely on the definitions of Cash, Indebtedness, Net Working Capital and Transaction Expenses the Final Consideration contained herein and the Accounting Principlesin this Agreement, including this Section 1.111.03. The Seller Representative and the Parent Purchaser shall use their commercially reasonable efforts to cause the Dispute Resolution Arbiter to resolve all disagreements as soon as practicable in amounts between that are the same as one of, or between, the disputed amounts set forth in the Closing Statement and the Objections Statement. Further, the Dispute Resolution Arbiter’s determination shall be based solely on the presentations submissions by the Parent Purchaser and the Seller Representative that are in accordance with the terms and procedures set forth in this Agreement (i.e., and not on the basis of an independent review). The Dispute Resolution Arbiter shall not attribute a value to any single disputed amount that is greater than the highest value proposed by the Parties in respect of such disputed amount or a value that is less than the lowest amount proposed by the Parties in respect of such disputed amount. The resolution of the dispute by the Dispute Resolution Arbiter shall be final and binding on and non-appealable by the Parties heretoParties. The costs and expenses of the Dispute Resolution Arbiter shall be allocated between the ParentPurchaser, on the one hand, and the Seller Representative (on behalf of the Securityholders)Seller, on the other hand, based upon the percentage that the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For examplepurpose of illustration, if the Seller Representative claims the aggregate Merger Consideration Net Working Capital is $1,000 greater than the amount determined by Purchaser, and Purchaser contests only $500 of the Parentamount claimed by Seller, and if the Dispute Resolution Arbiter ultimately resolves the dispute by awarding the Seller Representative (for the benefit of the Securityholders) $300 of the $1,000 500 contested, then the costs and expenses of arbitration shall be allocated thirty sixty percent (3060%) (i.e., 300 ÷ 1,000± 500) to the Parent Purchaser and seventy forty percent (7040%) (i.e., $700 ÷ 1,000200 ± 500) to the Seller Representative (on behalf of the Securityholders). In resolving each disputed item of the Objections Statement, the Dispute Resolution Arbiter will be authorized only to choose either the Seller Representative’s position or the Parent’s position for such item (as each position had been disclosed to the other in its respective Objections Statement, as amended in the manner provided below), but recognizing that the Dispute Resolution Arbiter may resolve the Objections Statements on an item-by-item basis so that it may choose the Seller Representative’s position on some items and the Parent’s position on other itemsSeller.

Final Closing Balance Sheet Calculation. As promptly as possible, but in any event within sixty (60) days after the Closing Date, the Parent Buyer shall deliver to the Seller Representative (a) a consolidated balance sheet of the Group Companies as of the Reference Time (the “Closing Balance Sheet”), ) and (b) a statement showing the Buyer’s good faith calculation of Cash, Indebtedness, Net Working Capital and Transaction Expenses (the “Closing Statement”) in each case, including reasonably detailed supporting information and calculations of the components thereof prepared by the Parent in good faith based on the Company’s books and records). The Closing Balance Sheet shall be prepared prepared, and Cash, Indebtedness, Net Working Capital and Transaction Expenses shall be determined determined, in accordance with this Agreement, the definitions hereof Agreement and the Accounting PrinciplesReference Statement. The Parties agree that the purpose of preparing the Closing Balance Sheet and determining Cash, Indebtedness, Net Working Capital and Transaction Expenses and the related purchase price adjustment contemplated by this Section 1.11 1.03 is to measure the amount of Cash, Indebtedness, the difference between Net Working Capital and Transaction Expenses, and, in the Target case of Net Working Capital AmountCapital, and Transaction Expenses and such processes are not intended to permit the introduction of judgments with respect to setting the appropriate levels of reserves, different accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies, in each case, that is different or inconsistent with methodologies for the definitions hereof or purpose of determining Net Working Capital than the Accounting Principles. The calculations of Cash, Indebtedness and Net Working Capital in the Closing Statement will entirely disregard (i) any purchase accounting or other adjustments arising as a result of the transactions contemplated hereby or any financing or refinancing arrangements entered into at any time by Buyer or its Affiliates or any other transaction entered into by Buyer or its Affiliates in connection with the consummation of the transactions contemplated hereby, and (ii) any of the plans, transactions, fundings, payments or changes that Buyer or its Affiliates initiates or makes or causes to be initiated or made at or after the Closing with respect to the Group Companies or their respective businesses or assets. After delivery of the Closing Statement and in connection with until the Final Consideration is determined, Seller Representative’s review of the Closing Statement, (i) the Seller Representative and its accountants and other Representatives representatives shall be permitted reasonable access at normal business hours reasonable times and upon a reasonable advance request notice to review the Surviving Company’s and its SubsidiariesGroup Companies’ books and records and any work papers to the extent related to the preparation of the Closing Statement and (ii) the Statement. Seller Representative and its accountants and other Representatives representatives may make inquiries of the ParentBuyer, the Surviving Company, its Subsidiaries Group Companies and their respective accountants and employees, employees involved in each case as designated by the Parent, preparation of the Closing Statement regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereof, and the Parent Buyer shall use itsuse, and shall cause the Surviving Company and its Subsidiaries Group Companies to use theiruse, commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. If the Seller Representative has any objections to the Closing Statement, the Seller Representative shall deliver to the Parent Buyer a statement setting forth forth, in reasonable detail, its objections thereto with reasonably detailed supporting information within thirty (30) days of receipt by Seller of the Closing Statement (an “Objections Statement”). After delivery of the Objections Statement and in connection with the Parent’s review of the Objections Statement, the Parent and its accountants and other Representatives shall be given access to any books, records and work paper related to the preparation of the Objections Statement and to the Seller Representative and its accountants and other Representatives in the same manner and to the same extent as contemplated by clauses (i) and (ii) above, mutatis mutandis. If an Objections Statement is not validly delivered by Seller to Buyer within such thirty (30) day period, then the Parent within forty-five (45) days following the date of delivery of the Closing Statement, amounts in the Closing Statement shall be final, final and binding on and non-appealable by the Parties. The Seller Representative and the Parent Buyer shall negotiate in good faith to resolve any such objections, but if they do not reach a final resolution within fifteen (15) days after the delivery of the Objections Statement, the Seller Representative and the Parent Buyer shall submit such dispute to the New York York, NY office of a Specified Accounting Firm Deloitte Touche Tohmatsu Limited, or if they are not independent pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) at the time, another nationally recognized independent accounting firm reasonably acceptable to the Parent Buyer and the Seller Representative, or if no such Specified Accounting Firm is willing and able to serve, another independent accounting firm of national reputation mutually acceptable to the Parent and the Seller Representative (the “Dispute Resolution Arbiter”). Any further submissions to the Dispute Resolution Arbiter must be written and delivered to each party to the dispute. The Dispute Resolution Arbiter shall consider only those items and amounts that are identified in the Objections Statement as being items which the that Seller Representative and the Parent Buyer are unable to resolve, and any other items and amounts impacted by the resolution of the items and amounts disputed in the Objections Statement, and any other items set forth in the Closing Statement shall be deemed final and binding on the Parties. The Dispute Resolution Arbiter’s determination shall be based solely on the definitions of Cash, Indebtedness, Net Working Capital and Transaction Expenses contained herein and the Accounting Principlesprovisions of this Agreement, including this Section 1.111.03. The Seller Representative and the Parent Buyer shall use their commercially reasonable efforts to cause the Dispute Resolution Arbiter to resolve all disagreements as soon as practicable in amounts between the disputed amounts set forth in the Closing Statement and the Objections Statement. Further, the Dispute Resolution Arbiter’s determination shall be based solely on the presentations by the Parent Buyer and the Seller Representative that are in accordance with the terms and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The resolution of the dispute by the Dispute Resolution Arbiter shall be final and binding on and non-appealable non‑appealable by the Parties heretoParties. The costs and expenses of the Dispute Resolution Arbiter pursuant to this Section 1.03 shall be allocated by the Dispute Resolution Arbiter between the ParentBuyer, on the one hand, and the Seller Representative (on behalf of the Securityholders)Seller, on the other hand, based upon the percentage that the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if the Seller Representative claims the aggregate Merger Final Consideration is $1,000 greater than the amount determined by the Parent, Buyer and if the Dispute Resolution Arbiter ultimately resolves the dispute by awarding the Seller Representative (for the benefit of the Securityholders) $300 600 of the $1,000 contested, then the costs and expenses of arbitration shall be allocated thirty sixty percent (3060%) (i.e., 300 600 ÷ 1,000) to the Parent Buyer and seventy forty percent (7040%) (i.e., $700 400 ÷ 1,000) to the Seller Representative (on behalf of the Securityholders). In resolving each disputed item of the Objections Statement, the Dispute Resolution Arbiter will be authorized only to choose either the Seller Representative’s position or the Parent’s position for such item (as each position had been disclosed to the other in its respective Objections Statement, as amended in the manner provided below), but recognizing that the Dispute Resolution Arbiter may resolve the Objections Statements on an item-by-item basis so that it may choose the Seller Representative’s position on some items and the Parent’s position on other itemsSeller.

Final Closing Balance Sheet Calculation. As promptly as possible, but in any event within sixty (60) days after the Closing Date, the Parent shall deliver to the Seller Representative (a) a consolidated balance sheet of the Group Companies as of the Reference Time Time, after elimination of all RHW Assets and RHW Liabilities (the “Closing Balance Sheet”), and (b) a statement showing the Cash, Indebtedness, Net Working Capital and Transaction Expenses (the “Closing Statement”) in each case, including reasonably detailed supporting information and calculations of the components thereof prepared by the Parent in good faith based on the Company’s books and records). The Closing Balance Sheet shall be prepared and Cash, Indebtedness, Net Working Capital and Transaction Expenses shall be determined in accordance with this Agreement, the definitions hereof and the Accounting Principles. The Parties agree that the purpose of preparing the Closing Balance Sheet and determining Cash, Indebtedness, Net Working Capital and Transaction Expenses and the related purchase price adjustment contemplated by this Section 1.11 1.09 is to measure the amount of Cash, Indebtedness, the difference between Net Working Capital and the Target Net Working Capital Amount, and Transaction Expenses and such processes are not intended to permit the introduction of judgments with respect to setting the appropriate levels of reservesdifferent judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologiesmethodologies for the purpose of preparing the Closing Balance Sheet or determining Cash, in each caseIndebtedness, that is different Net Working Capital or inconsistent with the definitions hereof or the Accounting PrinciplesTransaction Expenses. After delivery of the Closing Statement and in connection with the Seller Representative’s review of the Closing Statement, (i) the Seller Representative and its accountants and other Representatives representatives shall be permitted reasonable full access at normal business hours and upon a reasonable advance request times to review the Surviving Company’s and its Subsidiaries’ books and records and any work papers to the extent related to the preparation of the Closing Statement and (ii) the Seller Statement. The Representative and its accountants and other Representatives representatives may make inquiries inquires of the Parent, the Surviving Company, its Subsidiaries and their respective accountants and employees, in each case as designated by the Parent, employees regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereof, and the Parent shall use its, and shall cause the Surviving Company and its Subsidiaries to use their, commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. If the Seller Representative has any objections to the Closing Statement, the Seller Representative shall may deliver to the Parent a statement setting forth its objections thereto with reasonably detailed supporting information (an “Objections Statement”). After delivery of the Objections Statement and in connection with the Parent’s review of the Objections Statement, the Parent and its accountants and other Representatives shall be given access to any books, records and work paper related to the preparation of the Objections Statement and to the Seller Representative and its accountants and other Representatives in the same manner and to the same extent as contemplated by clauses (i) and (ii) above, mutatis mutandis. If an Objections Statement is not delivered to the Parent within forty-five (45) days following the date of delivery of the Closing Statement, the Closing Statement shall be final, binding and non-appealable by the Parties. The Seller If an Objections Statement is delivered within such time frame, the Representative and the Parent shall negotiate in good faith to resolve any such objectionsobjections set forth therein, but if they do not reach a final resolution within fifteen (15) days after the delivery of the Objections StatementStatement to the Parent, the Seller Representative and the Parent shall submit such dispute to the New York office of a Specified Accounting Firm BDO USA, LLP, or if such accounting form is not willing to accept the engagement, another nationally recognized independent accounting firm reasonably acceptable to the Parent and the Seller Representative, or if no such Specified Accounting Firm is willing and able to serve, another independent accounting firm of national reputation mutually acceptable to the Parent and the Seller Representative (the “Dispute Resolution Arbiter”), provided that if the Parent and the Representative are required to and do not promptly agree upon the Dispute Resolution Arbiter, either of them may request that the New York City office of the American Arbitration Association appoint a nationally recognized independent accounting firm to act as the Dispute Resolution Arbiter hereunder. Any further submissions to the Dispute Resolution Arbiter must be written and delivered to each party to the dispute. The Dispute Resolution Arbiter shall consider only those items and amounts that are identified in the Objections Statement as being items which the Seller Representative and the Parent are unable to resolve, and any other items and amounts impacted by the resolution of the items and amounts disputed in the Objections Statement, and any other items set forth in the Closing Statement shall be deemed final and binding on the Parties. The Dispute Resolution Arbiter’s determination shall be based solely on the definitions of Cash, Indebtedness, Net Working Capital and Transaction Expenses contained herein and the Accounting Principlesprovisions of this Agreement, including this Section 1.111.09. The Seller Representative and the Parent shall use their commercially reasonable efforts to cause the Dispute Resolution Arbiter to resolve all disagreements as soon as practicable in amounts between the disputed amounts set forth in the Closing Statement and the Objections Statement, and shall enter into a customary engagement letter with the Dispute Resolution Arbiter and provide, or cause to be provided, such information to the Dispute Resolution Arbiter as it may reasonable request. Further, the Dispute Resolution Arbiter’s determination shall be based solely on the presentations by the Parent and the Seller Representative that are in accordance with the terms and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The resolution of the dispute by the Dispute Resolution Arbiter shall be final and binding on and non-non appealable by the Parties hereto. The costs and expenses of the Dispute Resolution Arbiter shall be allocated between the Parent, on the one hand, and the Seller Representative (on behalf of the SecurityholdersPreferred Shareholders), on the other hand, based upon the percentage that the portion of the contested amount not awarded to each Party the Parent or the Representative (on behalf of the Preferred Shareholders) bears to the amount actually contested by such Party. For example, if the Seller Representative claims the aggregate Merger Consideration Net Working Capital is $1,000 greater than the amount determined by the Parent, and the Parent contests only $500 of the amount claimed by the Representative, and if the Dispute Resolution Arbiter ultimately resolves the dispute by awarding the Seller Representative (for the benefit of the SecurityholdersPreferred Shareholders) $300 of the $1,000 500 contested, then the costs and expenses of arbitration the Dispute Resolution Arbiter shall be allocated thirty sixty percent (3060%) (i.e., 300 ÷ 1,000500) to the Parent and seventy forty percent (7040%) (i.e., $700 200 ÷ 1,000500) to the Seller Representative (on behalf for the benefit of the SecurityholdersPreferred Shareholders). In resolving each disputed item of the Objections Statement, the Dispute Resolution Arbiter will be authorized only to choose either the Seller Representative’s position or the Parent’s position for such item (as each position had been disclosed to the other in its respective Objections Statement, as amended in the manner provided below), but recognizing that the Dispute Resolution Arbiter may resolve the Objections Statements on an item-by-item basis so that it may choose the Seller Representative’s position on some items and the Parent’s position on other items.

Final Closing Balance Sheet Calculation. As promptly as possible, but in any event within sixty (60) days after the Closing Date, the Parent shall deliver to the Seller Representative (a) a consolidated balance sheet of the Group Companies as of the Reference Time (the “Closing Balance Sheet”), ) and (b) a statement showing the Cash, Indebtedness, Net Working Capital and Capital, Transaction Expenses and Tax Savings (the “Closing Statement”) in each case, including reasonably detailed supporting information and calculations of the components thereof prepared by the Parent in good faith based on the Company’s books and records). The Closing Balance Sheet shall be prepared prepared, and Cash, Indebtedness, Net Working Capital and Capital, Transaction Expenses and Tax Savings shall be determined determined, in accordance with this Agreement, the definitions hereof Accounting Principles and the Accounting PrinciplesReference Statement. The Parties agree that the purpose of preparing the Closing Balance Sheet and determining Cash, Indebtedness, Net Working Capital and Capital, Transaction Expenses and Tax Savings and the related purchase price adjustment contemplated by this Section 1.11 1.08 is to measure the amount of Cash, Indebtedness, Net Working Capital, Transaction Expenses and Tax Savings. The Accounting Principles used to determine the difference between amount of Cash, Indebtedness and Net Working Capital and in the Target Net Working Capital Amount, and Transaction Expenses and such processes are Closing Statement shall not intended to permit change as a result of the introduction of judgments with respect to setting transactions contemplated hereby or any financing or refinancing arrangements entered into at any time by the appropriate levels of reserves, accounting methods, policies, principles, practices, procedures, classifications Parent or estimation methodologies, its Affiliates or any other transaction entered into by the Parent or its Affiliates in each case, that is different or inconsistent connection with the definitions hereof or consummation of the Accounting Principlestransactions contemplated hereby. After delivery of the Closing Statement and in connection with the Seller Representative’s review of the Closing Statement, (i) the Seller Representative and its accountants and other Representatives representatives shall be permitted reasonable access at normal business hours and upon a reasonable advance request to review the Surviving Company’s and its Subsidiaries’ books and records and any work papers (subject to the extent Representative and its representatives entering into any reasonable and customary undertakings required by the Surviving Company’s accountants in connection therewith) related to the preparation of the Closing Statement and (ii) the Seller Statement. The Representative and its accountants and other Representatives representatives may make reasonable inquiries of the Parent, the Surviving Company, its Subsidiaries and their respective accountants and employees, in each case as designated by the Parent, employees regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereof, and the Parent shall use its, and shall cause the Surviving Company and its Subsidiaries to use their, commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. If the Seller Representative has any objections to the Closing Statement, the Seller Representative shall deliver to the Parent a written statement setting forth its objections thereto with reasonably detailed supporting information (an “Objections Statement”). After delivery of ) specifying in reasonable detail each item that the Objections Statement and in connection with the Parent’s review of the Objections StatementRepresentative disputes (each, the Parent and its accountants and other Representatives shall be given access to any books, records and work paper related to the preparation of the Objections Statement and to the Seller Representative and its accountants and other Representatives in the same manner and to the same extent as contemplated by clauses (ia “Disputed Item”) and (ii) above, mutatis mutandisthe amount in dispute for each Disputed Item and the reasons supporting the Representative’s positions. If an Objections Statement is not delivered to the Parent within forty-five thirty (4530) days following the date of delivery of the Closing Statement, the Closing Statement shall be final, binding and non-appealable by the Parties. The Seller Representative and the Parent shall negotiate in good faith to resolve any such objectionsDisputed Items, but if they do not reach a final resolution within fifteen (15) days after the delivery of the Objections Statement, the Seller Representative and the Parent shall submit such dispute to the New York office of a Specified Accounting Firm nationally recognized independent accounting firm reasonably acceptable to the Parent and the Seller Representative, or if no such Specified Accounting Firm is willing and able to serve, another independent accounting firm of national reputation mutually acceptable to the Parent and the Seller Representative (the “Dispute Resolution ArbiterFirm”). Any further submissions to the Dispute Resolution Arbiter Firm must be written and delivered to each party to the dispute. The Dispute Resolution Arbiter Firm shall consider only those items and amounts that are identified in the Objections Statement as being items which Disputed Items and that the Seller Representative and the Parent are were unable to resolve, and any other items and amounts impacted by the resolution of the items and amounts disputed in the Objections Statement, and any other items set forth in the Closing Statement shall be deemed final and binding on the Parties. The Dispute Resolution ArbiterFirm’s determination shall be based solely on the definitions of Cash, Indebtedness, Net Working Capital and Transaction Expenses and Tax Savings contained herein and the Accounting Principlesprovisions of this Agreement, including this Section 1.111.08. The Seller Representative and the Parent shall use their commercially reasonable efforts to cause the Dispute Resolution Arbiter Firm to resolve all disagreements as soon as practicable practicable. With respect to each Disputed Item, such determination, if not in amounts between accordance with the position of either the Parent or the Representative, shall not be in excess of the higher, nor less than the lower of the disputed amounts set forth in the Closing Statement and the Objections Statement. Further, the Dispute Resolution ArbiterFirm’s determination shall be based solely on the presentations by the Parent and the Seller Representative that are in accordance with the terms and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The resolution of the dispute by the Dispute Resolution Arbiter Firm shall be final and binding on and non-appealable by the Parties hereto. The costs and expenses of the Dispute Resolution Arbiter Firm shall be allocated by the Dispute Resolution Firm between the Parent, on the one hand, and the Seller Representative (on behalf of the Securityholders), on the other hand, based upon the percentage that the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if the Seller Representative claims the aggregate Merger Closing Cash Consideration is $1,000 greater than the amount determined by the Parent, and the Parent contests only $500 of the amount claimed by the Representative, and if the Dispute Resolution Arbiter Firm ultimately resolves the dispute by awarding the Seller Representative (for the benefit of the Securityholders) $300 of the $1,000 500 contested, then the costs and expenses of arbitration shall be allocated thirty sixty percent (3060%) (i.e., 300 ÷ 1,000500) to the Parent and seventy forty percent (7040%) (i.e., $700 200 ÷ 1,000500) to the Seller Representative (on behalf for the benefit of the Securityholders). In resolving each disputed item of the Objections Statement, the Dispute Resolution Arbiter will be authorized only to choose either the Seller Representative’s position or the Parent’s position for such item (as each position had been disclosed to the other in its respective Objections Statement, as amended in the manner provided below), but recognizing that the Dispute Resolution Arbiter may resolve the Objections Statements on an item-by-item basis so that it may choose the Seller Representative’s position on some items and the Parent’s position on other items.

Final Closing Balance Sheet Calculation. As promptly as possible, but in any event within sixty seventy-five (6075) days after the Closing Date, the Parent shall deliver to the Seller Representative (a) a consolidated balance sheet of the Group Companies as of the Reference Time (the “Closing Balance Sheet”), and (b) a statement showing the Cash, IndebtednessFunded Debt, Net Working Capital and Transaction Expenses (the “Closing Statement”) in each case, including reasonably detailed supporting information and calculations of the components thereof prepared by the Parent in good faith based on the Company’s books and records). The Closing Balance Sheet shall be prepared and Cash, IndebtednessFunded Debt, Net Working Capital and Transaction Expenses shall be determined in accordance with this Agreement, the definitions hereof and the Accounting Principles. The Parties agree that the purpose of preparing the Closing Balance Sheet and determining Cash, IndebtednessFunded Debt, Net Working Capital and Transaction Expenses and the related purchase price adjustment contemplated by this Section 1.11 1.09 is to measure the amount of Cash, IndebtednessFunded Debt, the difference between changes in Net Working Capital and the Target Net Working Capital Amount, and Transaction Expenses and such processes are not intended to permit the introduction of judgments with respect to setting the appropriate levels of reserves, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies, in each case, that is different or inconsistent with the definitions hereof or the Accounting PrinciplesExpenses. After delivery of the Closing Statement and in connection with the Seller Representative’s review of the Closing Statement, (i) the Seller Representative and its accountants and other Representatives representatives shall be permitted reasonable full access at normal business hours and upon a reasonable advance request times to review the Surviving Company’s and its Subsidiaries’ books and records and any work papers (subject to the extent Representative and its representatives entering into any reasonable undertakings required by Parent’s accountants in connection therewith) related to the preparation of the Closing Statement and (ii) the Seller Statement. The Representative and its accountants and other Representatives representatives may make reasonable inquiries of the Parent, the Surviving Company, its Subsidiaries and their respective accountants and employees, in each case as designated by the Parent, employees regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereof, and the Parent shall use its, and shall cause the Surviving Company and its Subsidiaries to use their, commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. If the Seller Representative has any objections to the Closing Statement, the Seller Representative shall deliver to the Parent a written statement setting forth its objections thereto with reasonably detailed supporting information (an “Objections Statement”). After delivery of ) stating that the Objections Representative believes the Closing Statement contains mathematical errors or was not prepared in accordance with this Agreement and specifying in connection with reasonable detail each item that the Parent’s review of the Objections StatementRepresentative disputes (each, the Parent and its accountants and other Representatives shall be given access to any books, records and work paper related to the preparation of the Objections Statement and to the Seller Representative and its accountants and other Representatives in the same manner and to the same extent as contemplated by clauses (ia “Disputed Item”) and (ii) above, mutatis mutandisthe amount in dispute for each Disputed Item and the reasons supporting the Representative’s positions. If an Objections Statement is not delivered to the Parent within forty-five thirty (4530) days following the date of delivery of the Closing Statement, the Closing Statement shall be final, binding and non-appealable by the Parties. The Seller Representative and the Parent shall negotiate in good faith to resolve any such objectionsDisputed Items, but if they do not reach a final resolution within fifteen (15) days after the delivery of the Objections Statement, the Seller Representative and the Parent shall submit such dispute to the New York Charlotte, NC office of a Specified Accounting Firm Deloitte & Touche LLP, or another nationally recognized independent accounting firm reasonably acceptable to the Parent and the Seller Representative, or if no such Specified Accounting Firm is willing and able to serve, another independent accounting firm of national reputation mutually acceptable to the Parent and the Seller Representative (the “Dispute Resolution Arbiter”). Any further submissions to the Dispute Resolution Arbiter must be written and delivered to each party to the dispute. The Dispute Resolution Arbiter shall consider only those items and amounts that are identified in the Objections Statement as being items which the Seller Representative and the Parent are unable to resolve, and any other items and amounts impacted by the resolution of the items and amounts disputed in the Objections Statement, and any other items set forth in the Closing Statement shall be deemed final and binding on the PartiesDisputed Items. The Dispute Resolution Arbiter’s determination shall be based solely on the definitions of Cash, IndebtednessFunded Debt, Net Working Capital and Transaction Expenses contained herein and the Accounting Principlesprovisions of this Agreement, including this Section 1.111.09. The Seller Representative and the Parent shall use their commercially reasonable efforts to cause the Dispute Resolution Arbiter to resolve all disagreements as soon as practicable in amounts between the disputed amounts set forth in the Closing Statement and the Objections Statement. Further, the Dispute Resolution Arbiter’s determination shall be based solely on the presentations by the Parent and the Seller Representative that are in accordance with the terms and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The resolution of the dispute by the Dispute Resolution Arbiter shall be final and binding on and non-non appealable by the Parties hereto. The costs and expenses of the Dispute Resolution Arbiter shall be allocated between the Parent, on the one hand, and the Seller Representative (on behalf of the Securityholders), on the other hand, based upon the percentage that the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if the Seller Representative claims the aggregate Merger Consideration Net Working Capital is $1,000 greater than the amount determined by Parent, and Parent contests only $500 of the Parentamount claimed by the Representative, and if the Dispute Resolution Arbiter ultimately resolves the dispute by awarding the Seller Representative (for the benefit of the Securityholders) $300 of the $1,000 500 contested, then the costs and expenses of arbitration shall be allocated thirty sixty percent (3060%) (i.e., 300 ÷ 1,000500) to the Parent and seventy forty percent (7040%) (i.e., $700 200 ÷ 1,000500) to the Seller Representative (on behalf of the Securityholders). In resolving each disputed item of the Objections Statement, the Dispute Resolution Arbiter will be authorized only to choose either the Seller Representative’s position or the Parent’s position for such item (as each position had been disclosed to the other in its respective Objections Statement, as amended in the manner provided below), but recognizing that the Dispute Resolution Arbiter may resolve the Objections Statements on an item-by-item basis so that it may choose the Seller Representative’s position on some items and the Parent’s position on other items.

Final Closing Balance Sheet Calculation. As promptly as possible, but in any event within sixty (60a) Within ninety (90) days after the Closing Date, the Parent Representative shall deliver to InnoHold a statement (the Seller Representative “Closing Statement”) setting forth (a) a consolidated balance sheet of the Group Companies Company as of the Reference Time (the “Closing Balance Sheet”), and ) (b) a statement showing good faith calculation of the Cash, Indebtedness, Net Working Capital cash and Transaction Expenses (the “Closing Statement”) cash equivalents, and Total Expenses, in each case, including reasonably detailed supporting information and calculations with respect to the Company as of the components thereof prepared by Reference Time, and the Parent in good faith based on the Company’s books resulting Merger Consideration and recordsCash Consideration. The Closing Balance Sheet Statement shall be prepared prepared, and Cashthe Closing Balance Sheet, cash and cash equivalents, Indebtedness, Net Working Capital and Transaction Total Expenses of the Company and the resulting Merger Consideration and Cash Consideration, shall be determined in accordance with the Accounting Principles and otherwise in accordance with this Agreement, the definitions hereof and the Accounting Principles. The Parties agree that the purpose of preparing the Closing Balance Sheet and determining Cash, Indebtedness, Net Working Capital cash and Transaction cash equivalents, and Total Expenses of the Company and the related purchase price adjustment resulting Merger Consideration and Cash Consideration contemplated by this Section 1.11 1.14 and Section 1.15 below, is to measure the amount components of Cashthe Merger Consideration, Indebtedness, the difference between Net Working Capital and the Target Net Working Capital Amount, and Transaction Expenses and such processes are not intended to permit the introduction of judgments with respect to setting the appropriate levels of reservesdifferent judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologiesmethodologies for the purpose of preparing the Closing Balance Sheet or determining Indebtedness, cash and cash equivalents, or Total Expenses of the Company, except to the extent that the Closing Statement was not prepared in each case, that is different or inconsistent accordance with the definitions hereof Accounting Principles or the Accounting Principlesotherwise in accordance with this Agreement. After delivery of the Closing Statement and in connection with the Seller Representative’s review of the Closing Statement, (i) the Seller Parent Representative and its InnoHold and their respective accountants and other Representatives representatives shall be permitted reasonable access at normal business hours and upon a reasonable advance request times to review the Surviving CompanyEntity’s and its Subsidiaries’ books and books, records and any work papers to the extent such books, records and work papers are directly related to the preparation of the Closing Statement and (ii) the Seller provided that Parent Representative and its InnoHold shall be required to, and shall cause their respective accountants and other Representatives representatives to, keep any information disclosed under this Section 1.14 confidential and not disclose such information, and the Indemnified Parties will be entitled to indemnification under Article VIII for any breach of the foregoing). Parent Representative and InnoHold and their respective accountants and other representatives may make inquiries of the Parent, the Surviving CompanyEntity, its Subsidiaries and their respective accountants and employees, in each case as designated by the Parent, employees regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereof, and the Parent shall use its, and shall cause the Surviving Company and its Subsidiaries to use their, commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. If the Seller Representative InnoHold has any objections to the Closing Statement, the Seller Representative InnoHold shall deliver to the Parent Representative a statement setting forth its objections thereto with reasonably detailed supporting information (in reasonable detail) (an “Objections Statement”). After delivery of the Objections Statement and in connection with the Parent’s review of the Objections Statement, the Parent and its accountants and other Representatives shall be given access to any books, records and work paper related to the preparation of the Objections Statement and to the Seller Representative and its accountants and other Representatives in the same manner and to the same extent as contemplated by clauses (i) and (ii) above, mutatis mutandis. If an Objections Statement is not delivered to the Parent Representative within forty-five (45) days following the date of delivery of the Closing Statement, all determinations set forth therein, and the Closing Statement resulting Final Merger Consideration, shall be final, binding and non-appealable by the Parties. The Seller Representative If an Objections Statement is delivered within such forty-five (45) day period, InnoHold and the Parent Representative shall negotiate in good faith to resolve any such objections, but if they do not reach objections for a final resolution within fifteen period of thirty (1530) days after the delivery of the Objections Statement, the Seller Representative and the Parent shall submit such dispute to the New York office of a Specified Accounting Firm reasonably acceptable to the Parent and the Seller Representative, or if no such Specified Accounting Firm is willing and able to serve, another independent accounting firm of national reputation mutually acceptable to the Parent and the Seller Representative (the “Dispute Resolution ArbiterPeriod”). Any further submissions to the Dispute Resolution Arbiter must be written and delivered to each party to the dispute. The Dispute Resolution Arbiter shall consider only those items and amounts that are identified in the Objections Statement final Merger Consideration, as being items which the Seller Representative and the Parent are unable to resolve, and any other items and amounts impacted by the resolution of the items and amounts disputed in the Objections Statement, and any other items set forth in the Closing Statement shall be deemed final and binding on the Parties. The Dispute Resolution Arbiter’s determination shall be based solely on the definitions of Cash, Indebtedness, Net Working Capital and Transaction Expenses contained herein and the Accounting Principles, including this Section 1.11. The Seller Representative and the Parent shall use their commercially reasonable efforts to cause the Dispute Resolution Arbiter to resolve all disagreements as soon as practicable in amounts between the disputed amounts set forth in the Closing Statement and the Objections Statement. Further, the Dispute Resolution Arbiter’s determination shall be based solely on the presentations by the Parent and the Seller Representative that are determined in accordance with the terms and procedures set forth in this Agreement (i.e.Section 1.14, not on the basis of an independent review). The resolution of the dispute by the Dispute Resolution Arbiter shall be final and binding on and non-appealable by referred to as the Parties hereto. The costs and expenses of the Dispute Resolution Arbiter shall be allocated between the Parent, on the one hand, and the Seller Representative (on behalf of the Securityholders), on the other hand, based upon the percentage that the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if the Seller Representative claims the aggregate “Final Merger Consideration is $1,000 greater than the amount determined by the Parent, and if the Dispute Resolution Arbiter ultimately resolves the dispute by awarding the Seller Representative (for the benefit of the Securityholders) $300 of the $1,000 contested, then the costs and expenses of arbitration shall be allocated thirty percent (30%) (i.e., 300 ÷ 1,000) to the Parent and seventy percent (70%) (i.e., $700 ÷ 1,000) to the Seller Representative (on behalf of the Securityholders). In resolving each disputed item of the Objections Statement, the Dispute Resolution Arbiter will be authorized only to choose either the Seller Representative’s position or the Parent’s position for such item (as each position had been disclosed to the other in its respective Objections Statement, as amended in the manner provided below), but recognizing that the Dispute Resolution Arbiter may resolve the Objections Statements on an item-by-item basis so that it may choose the Seller Representative’s position on some items and the Parent’s position on other itemsConsideration”.

Final Closing Balance Sheet Calculation. As promptly as possible, but in any event within sixty ninety (6090) days after the Closing Date, the Parent shall deliver to the Seller Securityholder Representative a statement (the “Closing Statement”) setting forth (a) a consolidated balance sheet of the Group Companies as of the Reference Time (the “Closing Balance Sheet”), and (b) a statement showing the CashNet Book Value, Indebtedness, Net Working Capital Surplus Deficit and Non-Reimbursable Transaction Expenses (the “Closing Statement”) in each case, including reasonably detailed supporting information and calculations of the components thereof prepared by the Parent in good faith based on the Company’s books and records. The Closing Balance Sheet shall be prepared and Cash, Indebtedness, Net Working Capital and Transaction Expenses shall be determined in accordance with this Agreement, the definitions hereof and the Accounting PrinciplesExpenses. The Parties agree that the purpose of preparing the Closing Balance Sheet and determining Cashthe Net Book Value, IndebtednessSurplus Deficit, Net Working Capital and Non-Reimbursable Transaction Expenses and the related purchase price adjustment contemplated by this Section 1.11 1.09 is to measure the amount of Cashchanges in Net Book Value, Indebtedness, the difference between Net Working Capital Surplus Deficit and the Target Net Working Capital AmountNon-Reimbursable Transaction Expenses, and Transaction Expenses and that such processes are not intended to permit the introduction of judgments with respect to setting the appropriate levels of reservesdifferent judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologiesmethodologies for the purpose of preparing the Closing Balance Sheet or determining Net Book Value, in each case, that is different Surplus Deficit or inconsistent with the definitions hereof or the Accounting PrinciplesNon-Reimbursable Transaction Expenses. After delivery of the Closing Statement and in connection with the Seller Representative’s review of the Closing Statement, (i) the Seller Securityholder Representative and its accountants and other Representatives representatives shall be permitted reasonable access at normal business hours and upon a reasonable advance request times to review the Surviving Company’s and its Subsidiaries’ books and records and any work papers to the extent papers, in each case reasonably related to the preparation of the Closing Statement Statement; provided, however, that the Surviving Company’s accountants shall not be obligated to make any work papers available to the Securityholder Representative except to the extent the Securityholder Representative has signed a customary agreement relating to such access to work papers in form and (ii) the Seller substance reasonably acceptable to such accountants. The Securityholder Representative and its accountants and other Representatives representatives may make reasonable inquiries of the Parent, the Surviving Company, its Subsidiaries and their respective accountants and employees, in each case as designated by the Parent, employees regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereof, thereof (and the Parent shall use itsshall, and shall cause the Surviving Company and Company, its Subsidiaries to use their, commercially reasonable efforts to cause any such and their respective accountants and employees to, reasonably cooperate and act in good faith to cooperate with and respond to such inquiriesinquiries in an effort to resolve any questions or disagreements in a timely fashion). If the Seller Securityholder Representative has any objections to the Closing Statement, the Seller Securityholder Representative shall deliver to the Parent a statement setting forth its objections thereto with reasonably detailed supporting information (an “Objections Statement”). After delivery of the Objections Statement and in connection with the Parent’s review of the Objections Statement, the Parent and its accountants and other Representatives shall be given access to any books, records and work paper related to the preparation of the Objections Statement and to the Seller Representative and its accountants and other Representatives in the same manner and to the same extent as contemplated by clauses (i) and (ii) above, mutatis mutandis. If an Objections Statement is not delivered to the Parent within forty-five (45) days following the date of delivery of the Closing Statement, the Closing Statement shall be final, binding and non-appealable by the Parties. The Seller Securityholder Representative and the Parent shall negotiate in good faith to resolve any such objections, but if they do not reach a final resolution within fifteen (15) days after the delivery of the Objections Statement, the Seller Securityholder Representative and the Parent shall submit such dispute to PricewaterhouseCoopers LLP, or if such firm is unavailable or has a conflict of interest with the New York office Parent, the Securityholder Representative, or any of a Specified Accounting Firm the Identified Individuals, then another nationally recognized independent accounting firm reasonably acceptable to the Parent and the Seller Representative, or if no such Specified Accounting Firm is willing and able to serve, another independent accounting firm of national reputation mutually acceptable to the Parent and the Seller Securityholder Representative (the “Dispute Resolution Arbiter”). Any further submissions to the Dispute Resolution Arbiter must be written and delivered to each party to the dispute. Without the prior written consent of the other party, neither the Parent nor the Representative shall engage in any ex-parte meetings or communications with the Dispute Resolution Arbiter. The Dispute Resolution Arbiter shall consider only those items and amounts that are identified in the Objections Statement as being items which that the Seller Securityholder Representative and the Parent are unable to resolve, and any other items and amounts impacted by the resolution of the items and amounts disputed in the Objections Statement, and any other items set forth in the Closing Statement shall be deemed final and binding on the Parties. The Dispute Resolution Arbiter’s determination shall be based solely on the definitions of CashNet Book Value, Indebtedness, Net Working Capital Surplus Deficit and Non-Reimbursable Transaction Expenses contained herein and the Accounting Principlesprovisions of this Agreement, including this Section 1.111.09. The Seller Securityholder Representative and the Parent shall use their commercially reasonable efforts to cause the Dispute Resolution Arbiter to resolve all disagreements as soon as practicable in amounts between the disputed amounts set forth in the Closing Statement and the Objections Statement. For the avoidance of doubt, the resolved amount determined by the Dispute Resolution Arbiter in respect of each disputed item may not be greater than the maximum value for such item claimed by either party or less than the minimum value for such item claimed by either party (in each case, as set forth in the Closing Statement or the Objections Statement, as applicable). Further, the Dispute Resolution Arbiter’s determination shall be based solely on the presentations by the Parent and the Seller Securityholder Representative that are in accordance with the terms and procedures set forth in this Agreement (i.e., and not on the basis of an independent review). The resolution of the dispute by the Dispute Resolution Arbiter shall be final and binding on on, and non-appealable by by, the Parties hereto. The costs and expenses of the Dispute Resolution Arbiter shall be allocated between the Parent, on the one hand, and the Seller Securityholder Representative (on behalf of the Securityholders), on the other hand, based upon the percentage that the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if the Seller Securityholder Representative claims the aggregate Merger Consideration Net Book Value is $1,000 greater than the amount determined by the Parent, and the Parent contests only $500 of the amount claimed by the Securityholder Representative, and if the Dispute Resolution Arbiter ultimately resolves the dispute by awarding the Seller Securityholder Representative (for the benefit of the Securityholders) $300 of the $1,000 500 contested, then the costs and expenses of arbitration shall be allocated thirty sixty percent (3060%) (i.e., 300 ÷ 1,000500) to the Parent and seventy forty percent (7040%) (i.e., $700 200 ÷ 1,000500) to the Seller Securityholder Representative (on behalf for the benefit of the Securityholders). In resolving each disputed item of the Objections Statement, the Dispute Resolution Arbiter will be authorized only to choose either the Seller Representative’s position or the Parent’s position for such item (as each position had been disclosed to the other in its respective Objections Statement, as amended in the manner provided below), but recognizing that the Dispute Resolution Arbiter may resolve the Objections Statements on an item-by-item basis so that it may choose the Seller Representative’s position on some items and the Parent’s position on other items.

Final Closing Balance Sheet Calculation. As promptly as possible, but in any event within sixty ninety (6090) days after the Closing Date, the Parent shall deliver to the Seller Representative (a) a consolidated balance sheet of the Group Companies as of the Reference Time (the “Closing Balance Sheet”), and (b) a statement showing the Cash, Indebtedness, Net Working Capital and Transaction Expenses (the “Closing Statement”) ), in each case, including reasonably detailed supporting information and calculations case as of the components thereof prepared by the Parent in good faith based on the Company’s books and recordsReference Time. The Closing Balance Sheet shall be prepared and Cash, Indebtedness, Net Working Capital and Transaction Expenses shall be determined in accordance with this Agreement, the definitions hereof and the Accounting Principles. The Parties agree that the purpose of preparing the Closing Balance Sheet and determining Cash, Indebtedness, Net Working Capital and Capital, Transaction Expenses and the related purchase price adjustment contemplated by this Section 1.11 1.09 is to measure the amount of Cash, Indebtedness, the difference between changes in Net Working Capital and the Target Net Working Capital Amount, and Transaction Expenses and such processes are not intended to permit the introduction of judgments with respect to setting the appropriate levels of reservesdifferent judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologiesmethodologies for the purpose of preparing the Closing Balance Sheet or determining Cash, in each caseIndebtedness, that is different Net Working Capital or inconsistent with the definitions hereof or the Accounting PrinciplesTransaction Expenses. After delivery of the Closing Statement and in connection with the Seller Representative’s review of the Closing Statement, (i) the Seller Representative and its accountants and other Representatives representatives shall be permitted reasonable access at normal business hours and upon a reasonable advance request times to review the Surviving Company’s and its Subsidiaries’ books and records and any work papers to the extent related to the preparation of the Closing Statement and (ii) the Seller Statement. The Representative and its accountants and other Representatives representatives may make reasonable inquiries of the Parent, the Surviving Company, Company and its Subsidiaries and their respective accountants and employees, in each case as designated by the Parent, regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereof, and the Parent shall use its, and shall cause the Surviving Company and its Subsidiaries to use their, commercially reasonable efforts to cause any such the Surviving Company’s and its Subsidiaries’ accountants and employees to cooperate with and respond to such reasonable inquiries. If the Seller Representative has any good faith objections to the Closing Statement, the Seller Representative shall deliver to the Parent a statement setting forth its objections thereto with reasonably detailed supporting information (an “Objections Statement”). After delivery of the Objections Statement and in connection with the Parent’s review of the Objections Statement, the Parent and its accountants and other Representatives shall be given access to any books, records and work paper related to the preparation of the Objections Statement and to the Seller Representative and its accountants and other Representatives in the same manner and to the same extent as contemplated by clauses (i) and (ii) above, mutatis mutandis. If an Objections Statement is not delivered to the Parent within forty-five thirty (4530) days following the date of delivery of the Closing Statement, the Closing Statement shall be final, binding and non-appealable by the Parties. The Seller Representative and the Parent shall negotiate in good faith to resolve any such objections, but if they do not reach a final resolution within fifteen (15) days after the delivery of the Objections Statement, the Seller Representative and the Parent shall submit such dispute to the New York City office of a Specified Accounting Firm nationally recognized independent accounting firm reasonably acceptable to the Parent and the Seller Representative, or if no such Specified Accounting Firm is willing and able to serve, another independent accounting firm of national reputation mutually acceptable to the Parent and the Seller Representative (the “Dispute Resolution Arbiter”). Any further submissions to the Dispute Resolution Arbiter must be written and delivered to each party to the dispute. The Dispute Resolution Arbiter shall consider only those items and amounts that are identified in the Objections Statement as being items which the Seller Representative and the Parent are unable to resolve, and any other items and amounts impacted by the resolution of the items and amounts disputed in the Objections Statement, and any other items set forth in the Closing Statement shall be deemed final and binding on the Parties. The Dispute Resolution Arbiter’s determination shall be based solely on the definitions of Cash, Indebtedness, Net Working Capital and Transaction Expenses contained herein and the Accounting Principlesprovisions of this Agreement, including this Section 1.111.09. The Seller Representative and the Parent shall use their commercially reasonable efforts to cause the Dispute Resolution Arbiter to resolve all disagreements as soon as practicable in amounts between the disputed amounts set forth in the Closing Statement and the Objections Statement. Further, the Dispute Resolution Arbiter’s determination shall be based solely on the presentations by the Parent and the Seller Representative that are in accordance with the terms and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The resolution of the dispute by the Dispute Resolution Arbiter shall be final and binding on and non-appealable non‑appealable by the Parties hereto. The costs and expenses of the Dispute Resolution Arbiter shall be allocated between the Parent, on the one hand, and the Seller Representative (on behalf of the Securityholders), on the other hand, based upon the percentage that the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if the Seller Representative claims the aggregate Merger Consideration Net Working Capital is $1,000 greater than the amount determined by the Parent, and the Parent contests only $500 of the amount claimed by the Representative, and if the Dispute Resolution Arbiter ultimately resolves the dispute by awarding the Seller Representative (for the benefit of the Securityholders) $300 of the $1,000 500 contested, then the costs and expenses of arbitration shall be allocated thirty sixty percent (3060%) (i.e., 300 ÷ 1,000500) to the Parent and seventy forty percent (7040%) (i.e., $700 200 ÷ 1,000500) to the Seller Representative (on behalf for the benefit of the Securityholders). In resolving each disputed item of the Objections Statement, the Dispute Resolution Arbiter will be authorized only to choose either the Seller Representative’s position or the Parent’s position for such item (as each position had been disclosed to the other in its respective Objections Statement, as amended in the manner provided below), but recognizing that the Dispute Resolution Arbiter may resolve the Objections Statements on an item-by-item basis so that it may choose the Seller Representative’s position on some items and the Parent’s position on other items.

Final Closing Balance Sheet Calculation. As promptly as possible, but in any event within sixty ninety (6090) days after the Closing Date, the Parent shall deliver to the Seller Representative (a) a consolidated balance sheet of the Group Companies as of the Reference Time (the “"Closing Balance Sheet”"), and (b) a statement showing the Cash, IndebtednessFunded Debt, Net Working Capital and Transaction Expenses (the “"Closing Statement”) in each case, including reasonably detailed supporting information and calculations of the components thereof prepared by the Parent in good faith based on the Company’s books and records"). The Closing Balance Sheet shall be prepared and Cash, IndebtednessFunded Debt, Net Working Capital and Transaction Expenses shall be determined in accordance with this Agreement, the definitions hereof and the Accounting Principles. The Parties agree that the purpose of preparing the Closing Balance Sheet and determining Cash, IndebtednessFunded Debt, Net Working Capital and Transaction Expenses and the related purchase price adjustment contemplated by this Section 1.11 1.09 is to measure the amount of CashFunded Debt, Indebtedness, the difference between changes in Net Working Capital and the Target Net Working Capital Amount, and Transaction Expenses and such processes are not intended to permit the introduction of judgments with respect to setting the appropriate levels of reserves, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies, in each case, that is different or inconsistent with the definitions hereof or the Accounting PrinciplesExpenses. After delivery of the Closing Statement and in connection with the Seller Representative’s review of the Closing Statement, (i) the Seller Representative and its accountants and other Representatives representatives shall be permitted reasonable full access at normal business hours and upon a reasonable advance request times to review the Surviving Company’s 's and its Subsidiaries’ ' books and records and any work papers (subject to the extent Representative and its representatives entering into any undertakings required by Parent's accountants in connection therewith) related to the preparation of the Closing Statement and (ii) the Seller Statement. The Representative and its accountants and other Representatives representatives may make reasonable inquiries of the Parent, the Surviving Company, its Subsidiaries and their respective accountants and employees, in each case as designated by the Parent, employees regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereof, and the Parent shall use its, and shall cause the Surviving Company and its Subsidiaries to use their, commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. If the Seller Representative has any objections to the Closing Statement, the Seller Representative shall deliver to the Parent a written statement setting forth its objections thereto with reasonably detailed supporting information (an “"Objections Statement”). After delivery of ") stating such objections and specifying in reasonable detail each item that the Objections Statement and in connection with the Parent’s review of the Objections StatementRepresentative disputes (each, the Parent and its accountants and other Representatives shall be given access to any books, records and work paper related to the preparation of the Objections Statement and to the Seller Representative and its accountants and other Representatives in the same manner and to the same extent as contemplated by clauses (ia "Disputed Item") and (ii) above, mutatis mutandisthe amount in dispute for each Disputed Item and the reasons supporting the Representative's positions. If an Objections Statement is not delivered to the Parent within forty-five thirty (4530) days following the date of delivery of the Closing Statement, the Closing Statement shall be final, binding and non-appealable by the Parties. The Seller Representative and the Parent shall negotiate in good faith to resolve any such objectionsDisputed Items, but if they do not reach a final resolution within fifteen (15) days after the delivery of the Objections Statement, the Seller Representative and the Parent shall submit such dispute to the New York Chicago office of a Specified Accounting Firm Ernst & Young, or, if such firm is unable or unwilling to serve in such capacity, another nationally recognized independent accounting firm reasonably acceptable to the Parent and the Seller Representative, or if no such Specified Accounting Firm is willing and able to serve, another independent accounting firm of national reputation mutually acceptable to the Parent and the Seller Representative (the “"Dispute Resolution Arbiter”"). Any further submissions to the Dispute Resolution Arbiter must be written and delivered to each party to the dispute. The Dispute Resolution Arbiter shall consider only those items and amounts that are identified in the Objections Statement as being items which the Seller Representative and the Parent are unable to resolve, and any other items and amounts impacted by the resolution of the items and amounts disputed in the Objections Statement, and any other items set forth in the Closing Statement shall be deemed final and binding on the PartiesDisputed Items. The Dispute Resolution Arbiter’s 's determination shall be based solely on the definitions of Cash, IndebtednessFunded Debt, Net Working Capital and Transaction Expenses contained herein and the Accounting Principlesprovisions of this Agreement, including this Section 1.11. The Seller Representative and the Parent shall use their commercially reasonable efforts to cause the Dispute Resolution Arbiter to resolve all disagreements as soon as practicable in amounts between the disputed amounts set forth in the Closing Statement and the Objections Statement. Further, the Dispute Resolution Arbiter’s determination shall be based solely on the presentations by the Parent and the Seller Representative that are in accordance with the terms and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The resolution of the dispute by the Dispute Resolution Arbiter shall be final and binding on and non-appealable by the Parties hereto. The costs and expenses of the Dispute Resolution Arbiter shall be allocated between the Parent, on the one hand, and the Seller Representative (on behalf of the Securityholders), on the other hand, based upon the percentage that the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party. For example, if the Seller Representative claims the aggregate Merger Consideration is $1,000 greater than the amount determined by the Parent, and if the Dispute Resolution Arbiter ultimately resolves the dispute by awarding the Seller Representative (for the benefit of the Securityholders) $300 of the $1,000 contested, then the costs and expenses of arbitration shall be allocated thirty percent (30%) (i.e., 300 ÷ 1,000) to the Parent and seventy percent (70%) (i.e., $700 ÷ 1,000) to the Seller Representative (on behalf of the Securityholders). In resolving each disputed item of the Objections Statement, the Dispute Resolution Arbiter will be authorized only to choose either the Seller Representative’s position or the Parent’s position for such item (as each position had been disclosed to the other in its respective Objections Statement, as amended in the manner provided below), but recognizing that the Dispute Resolution Arbiter may resolve the Objections Statements on an item-by-item basis so that it may choose the Seller Representative’s position on some items and the Parent’s position on other items.1.09

Final Closing Balance Sheet Calculation. As promptly as possible, but in any event within sixty (60) Within 90 days after the Closing Date, the Parent shall deliver to the Seller Representative a statement (the “Closing Statement”) setting forth (a) a consolidated consolidating balance sheet of the Group DQ Companies (other than the SAP Subsidiaries) in accordance with the Accounting Principles and a consolidating balance sheet of the SAP Subsidiaries in accordance with the SAP Accounting Principles, in each case as of the Reference Adjustment Time (the “Closing Balance Sheet”), and (b) a statement showing the Closing Cash, Surplus Amount, Company Indebtedness, Closing Net Working Capital Capital, Transaction Tax Benefits and Company Transaction Expenses Expenses, each as of the Adjustment Time and (c) based thereon, the “Closing Statement”) Final Merger Consideration, in each case, including reasonably detailed supporting information and calculations of the components thereof prepared by the Parent in good faith based on the Company’s books and recordstogether with reasonable documentation. The Closing Balance Sheet and Closing Statement shall be prepared prepared, and Closing Cash, Surplus Amount, Company Indebtedness, Closing Net Working Capital Capital, Transaction Tax Benefits and Company Transaction Expenses shall be determined in accordance with the definitions set forth in this Agreement, the definitions hereof Accounting Principles and the SAP Accounting Principles. The Parties agree that , as applicable, and (i) in the purpose case of preparing the Closing Balance Sheet and determining Cash, Indebtedness, Net Working Capital and Transaction Expenses and Capital, in a form consistent with the related purchase price adjustment contemplated by this Section 1.11 is to measure the amount of Cash, Indebtedness, the difference between Net Working Capital Schedule in Exhibit A, (ii) in the case of the Transaction Tax Benefits, in a form consistent with the example set forth on Exhibit C and (iii) in the Target Net Working Capital case of the Surplus Amount, and Transaction Expenses and such processes are not intended to permit the introduction of judgments with respect to setting the appropriate levels of reserves, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies, in each case, that is different or inconsistent a form consistent with the definitions hereof or the Accounting Principles. example set forth on Exhibit D. After delivery of the Closing Statement and in connection with the Seller Representative’s review of the Closing Statement, (i) the Seller Representative and its accountants and other Representatives representatives shall be permitted reasonable access at normal business hours and upon a reasonable advance request times to review the Surviving Company’s and its Subsidiaries’ books and records and any work papers (subject to the extent executing any required access letters) related to the preparation of the Closing Statement and (ii) the Seller Statement. The Representative and its accountants and other Representatives representatives may make inquiries of the Parent, the Surviving Company, its Subsidiaries and their respective accountants and employees, in each case as designated by the Parent, employees regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereof, and the Parent shall use itsshall, and shall cause the Surviving Company and its Subsidiaries to use their, commercially reasonable efforts to cause any such accountants and employees to of the Surviving Company and its Subsidiaries to, cooperate with and respond to such inquiries. If the Seller Representative has any objections to the Closing Statement, the Seller Representative shall may deliver to the Parent a statement setting forth its objections thereto with reasonably detailed supporting information (an the “Objections Statement”). After delivery of the , which Objections Statement shall describe the nature of any such objection in reasonable detail and in connection with identify the Parent’s review of the Objections Statementspecific items involved and, if determinable, the Parent and its accountants and other Representatives shall be given access to any books, records and work paper related to the preparation dollar amount of the Objections Statement and to the Seller Representative and its accountants and other Representatives in the same manner and to the same extent as contemplated by clauses (i) and (ii) above, mutatis mutandissuch disagreement. If an the Objections Statement is not delivered to the Parent within forty-five (45) 45 days following the date of delivery of the Closing Statement, the Closing Statement shall be final, binding and non-appealable by the Parties. The Seller Representative and the Parent shall negotiate in good faith to resolve any such objections, but if they do not reach a final resolution within fifteen (15) 15 days after the delivery of the Objections Statement, the Seller Representative and the Parent shall submit such dispute to the New York office of a Specified Accounting Firm reasonably acceptable to the Parent and the Seller Representative, or if no such Specified Accounting Firm is willing and able to serve, another independent accounting firm of national reputation mutually acceptable to the Parent and the Seller Representative KPMG (the “Dispute Resolution ArbiterIndependent Accounting Firm”). Any further submissions In the event the parties submit any unresolved disputed items to the Dispute Resolution Arbiter must be written and delivered Independent Accounting Firm, to the extent permitted by the engagement letter with the Independent Accounting Firm, each party will submit a statement together with such supporting documentation as it deems appropriate, to the disputeIndependent Accounting Firm within fifteen (15) days after the date on which such unresolved disputed items were submitted to the Independent Accounting Firm for resolution, it being agreed that the parties will make their respective submissions contemporaneously on a date and in a manner directed by the Independent Accounting Firm, and with a copy sent simultaneously and in the same manner to the other party. The Dispute Resolution Arbiter Independent Accounting Firm shall consider only those items and amounts that are identified in the Objections Statement as being items which the Seller Representative and the Parent are unable to resolve, and any other items and amounts impacted by the resolution of the items and amounts disputed in the Objections Statement, and any other items set forth in the Closing Statement shall be deemed final and binding on the Parties. The Dispute Resolution ArbiterIndependent Accounting Firm’s determination shall be based solely on the definitions of Closing Cash, Surplus Amount, Company Indebtedness, Closing Net Working Capital Capital, Transaction Tax Benefits and Company Transaction Expenses contained herein and the provisions of this Agreement and the Accounting Principles and SAP Accounting Principles, as applicable, including this Section 1.112.9. The Seller Representative and the Parent shall use their commercially reasonable efforts to cause the Dispute Resolution Arbiter Independent Accounting Firm to resolve all disagreements as soon as practicable in amounts between the disputed amounts set forth in the Closing Statement and the Objections Statementpracticable. Further, the Dispute Resolution ArbiterIndependent Accounting Firm’s determination shall be based solely on the presentations by the Parent and the Seller Representative that are in accordance with the terms and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The resolution of the dispute by the Dispute Resolution Arbiter Independent Accounting Firm shall be final and binding on and non-appealable by the Parties hereto. The costs and expenses of the Dispute Resolution Arbiter Independent Accounting Firm shall be allocated between the Parent, on the one hand, and the Seller Representative (on behalf of from the Securityholders)Representative Amount, on the other hand, based upon in the percentage same proportion that the portion aggregate amount of the contested amount not awarded disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each Party such party (as finally determined by the Independent Accounting Firm) bears to the total disputed amount actually contested by of such Partyitems so submitted. For example, if the Seller Representative claims the aggregate Merger Consideration Closing Net Working Capital is $1,000 greater than the amount determined by Parent, and Parent contests only $500 of the Parentamount claimed by the Representative, and if the Dispute Resolution Arbiter Independent Accounting Firm ultimately resolves the dispute by awarding the Seller Representative (for the benefit account of the Securityholders) $300 of the $1,000 500 contested, then the costs and expenses of arbitration shall be allocated thirty percent (30%) 60% (i.e., 300 ÷ 1,000500) to Parent and 40% (i.e., 200 ÷ 500) to the Parent and seventy percent (70%) (i.e., $700 ÷ 1,000) to the Seller Representative (on behalf for the account of the Securityholders). In resolving each disputed item of items and amounts that are identified in the Objections Statement, the Dispute Resolution Arbiter Independent Accounting Firm will be authorized only to choose either determine an amount with respect to a disputed item that is an amount between (and inclusive) of the Seller Representative’s position or disputed amounts set forth in the Parent’s position for such item (as each position had been disclosed to Closing Statement and the other in its respective Objections Statement. If Parent fails to timely deliver the Closing Statement in accordance with this Section 2.9, as amended in then, the manner provided below)Final Merger Consideration shall be deemed to equal the Closing Merger Consideration. After the final Closing Statement has been determined pursuant to this Section 2.9, but recognizing that the Dispute Resolution Arbiter may resolve Representative shall deliver to Parent an updated Allocation Schedule setting forth the Objections Statements on an item-by-item basis so that it may choose portion of the Seller Representative’s position on some items difference between the Final Merger Consideration and the Parent’s position on other itemsClosing Merger Consideration, if any, to be paid to each Securityholder pursuant to Section 2.10.